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By accessing and and using the services provided by CryptoCheckout , you confirm that you are in agreement with and bound by the terms and conditions contained in the Terms Of Use outlined below. These terms apply to the entire website, services and any email or other type of communication between you and CryptoCheckout.

Service
We are a cryptocurrency payment processor. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customers (Customer). We are not a crypto exchange, wallet, or a place to purchase or sell cryptocurrencies. Our Services are only available to businesses that sell a product or services. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Customer to CryptoCheckout will be considered the same as payment made directly to you and will extinguish the Customer's outstanding obligation, to the extent of the payment. Our service includes:

• Payment Processing in Virtual Assets;
• Virtual Asset-to-Fiat Exchange Services;
• Fiat-to-Virtual Asset Exchange Services;

We do not provide any financial services and/or other services subject to authorization requirements under the laws of England and Wales.

Definitions
The definitions set out in this subsection shall apply in these General Terms as follows:

Abandoned Account means any Account through which no transactions have been processed for a minimum of six months or for which contact information (address, phone numbers, email address) is no longer valid.

Account means your virtual interface within the CryptoChekout that is intended for your use of our Services. Account is accessible via our Website by using your registration email and long-term password (if applicable, one-time password as well) to login;

AML/CTF means anti-money laundering and counter-terrorism financing.

AML/CTF Policy means the document that sets out the main principles and guidelines towards the Company’s AML/CTF approach.

Business Day means a day, indicated on our Website, when we provide our Services.

Client means a person who has concluded an individual agreement with us for the provision of our Services.

CryptoChekout Services means a computer program with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported and developed by us including our services stipulated in these General Terms and intended for Merchants to accept digital currency as payment from Customers of goods or services or donations, as well as conclusion of Virtual Asset Purchase and Sale Agreements.

Customer (also known as a shopper) means a natural or legal person having a monetary obligation towards you under a transaction concluded and intending discharge of such obligation by paying in a Virtual Asset. In case you are a charitable organization, Your Client means a natural or legal person providing you with a donation(s) in a Virtual Asset

Digital currency (also known as virtual asset, cryptocurrency, virtual currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Digital currency do not include digital representations of fiat currencies, securities and other corresponding financial assets.

Fees means the fees we will charge you for the provision of the Services, the details of which are set out on our Website.

Fiat means a currency which in accordance with valid laws is legal tender.

General Terms means these General Terms and all annexes thereof under which the Parties agree on the general terms and conditions of the provision of Services. In case other agreements are concluded between the Client and the Company with respect to the provision of Services after these General Terms are concluded, those subsequent agreements (including individual agreements for the provision of Services) shall be considered as an integral part of these General Terms.

Merchant means a person who offers products and/or services for sale in Digital Currency for business purposes or bona fide charitable organizations that accept donations in Digital Currency.

Party or Parties means any of us (the Client or the Company) and together means you and us (the Client and the Company).

Place of Settlement means a place you administer or otherwise use for your clients to discharge their monetary obligations (payment for goods or services you sold, etc.); Place of Settlement may also mean your e-shop.

Privacy Policy means the document that sets out the main provisions of how, when and under what conditions we process your personal data.

Purchase means a remote non-recurrent agreement entered into by and between you and us based on these General Terms on either a purchase from us or sale to us of any Digital Currency.

Risk Warning means the document that sets out the main risks the Client may face while using our Services.

User means a person who has registered with the CryptoChekout System, has access to it, but cannot use our Services until he/she becomes a Client and/or a representative of a Client. Please see sub-section 8 for User’s status.

Website means our website cryptocheckout.io including all its sub-domains.

Working Hours means a time period, indicated on our Website, when we provide our Services.

In these General Terms:
• a singular word includes the plural and vice versa;
• a word which suggests one gender includes the other gender;
• if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
• a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
a reference to ‘day’ or ‘month’ means calendar day or month;
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”

1. Conditions of Service

Collecting Virtual Assets on your behalf
Having created an Account and registered at least one Place of Settlement, you will be able to receive Virtual Assets from Your Clients as well as exchange those Virtual Assets into Fiat or another kind of Virtual Asset.
You authorize us to receive Virtual Assets, temporary hold, exchange and disburse them, as well as deduct the applicable Fees and other costs on your behalf, and to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these General Terms.
Payments/donations by Your Client to us will be considered the same as payments/donations made directly to you. We collect Virtual Assets to your Account exclusively for you and on behalf of you. You remain the owner of Virtual Assets that we hold for you and on behalf of you.
We shall not control, monitor, assess, authorise and/or supervise your activities and/or sales/purchases/donations. The foregoing does not preclude us from exercising our right to suspend, restrict or terminate the provision of Services to you at any time if we reasonably believe that it violates these General Terms or there are other circumstances that may infringe our, our Clients’ or the public’s legitimate interests.
In relation to payments and/or donations in Virtual Assets made to you, any legal relations are between you as a Merchant and Your Client making a payment/donation. We are not a party to relations between you as a Merchant and Your Client making payments/donations in Virtual Assets. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding you, your services, products, activities and/or a payment and/or a donation, or a purchase related to relation between you as a Merchant and Your Client. Any disputes between you as a Merchant and Your Client shall be resolved exclusively between you as a Merchant and Your Client.

Exchange of Collected Virtual Assets
Once we receive Virtual Assets for you and on behalf of you, we will exchange the agreed amount into any other kind of the supported Virtual Assets or Fiat and having deducted the applicable Fees and other costs, transfer all such amounts (exchanged and not exchanged) to you at the agreed time.
You hereby authorize us to automatically execute the exchange of the agreed amounts of received Virtual Assets, deduct the applicable Fees and other costs and transfer such amounts to you.
The agreed amount of received Virtual Assets to be exchanged shall be indicated on the invoice issued by us to you.
- We shall reserve the right to set the minimum and the maximum amounts to be exchanged in a single operation by indicating such restrictions on the Website.
The moment of exchange of the agreed amount of received Virtual Assets into any other kind of supported Virtual Assets or Fiat shall be the moment when the Virtual Assets are received by us.
All amounts received/exchanged shall be transferred to you at the agreed time after the deduction of applicable Fees and other costs.
The amount of time required to process a transfer referred will depend on various factors, including the performance of third parties. We make no guarantee as to when the exchanged (and not exchanged) and transferred Fiat/Virtual Asset will become available to you.
All Virtual Asset exchange risks arising from any transactions will be your sole responsibility.

2. Eligibility

You are permitted to use our Services if you comply with all the following criteria:
• you have the capacity to enter into and be bound by these General Terms and any other document related thereto
• in case of legal representation, you are duly authorized to enter a contractual relationship with us based on these General Terms on behalf of the person you are representing;
• in case of a natural person, you are of the age of full legal capacity and reside in a country in which our Services are legally accessible;
• in case of a legal person, it is duly established and operates in a country in which our Services are legally accessible;
• your financial status allows you to accept the risks relating to Virtual Assets;
• you have provided accurate and complete information and documents requested by us to verify your identity;
• we are satisfied with the outcome of any identity, fraud and background checks including all other money laundering and terrorist financing checks which we will conduct in relation to you at any time during the term of your relationship with us;
• you create an Account in the CryptoCheckout Service in accordance with the procedure laid down further in these General Terms;
• you do not use / intend to use the CryptoCheckout Service for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of the CryptoCheckout Service or may hurt our reputation or otherwise pose any threat to us;
• at all times you comply with the General Terms and individual agreements thereof as well as all applicable laws and regulations.

3. Representations and Warranties

By accepting these General Terms (concluding an individual agreement for the provision of our Services), you:
confirm that you are eligible to use our Services by complying with criteria listed in sub-section 5;
confirm that you have read these General Terms;
commit to be bound by these General Terms;
agree and acknowledge that any and all actions (transactions) performed by using your Account in the CryptoCheckout Service and related to the conclusion and implementation of the Virtual Asset Purchase and Sale Agreements, the use of our other Services and/or discharge of other provisions of the General Terms shall be valid and causing the same legal effects as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp of such entity;
confirm that you have enough knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services;
confirm that any Virtual Asset or Fiat involved by you in an exchange transaction is owned by you and is derived from legitimate sources;
confirm that we have not advised you, nor individually recommended to you, to you to use our Services, excluding any advertisement of our Services;
confirm to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these General Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof e. g. names of authorized persons, your name/title, code, place of residence/registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At the request of the Company, you must also submit any documents (originals, duly certified paper copies or scanned copies) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers;
commit to integrate on your website and/or system a standard disclaimer for shoppers (available here) in a non-modified form and make sure that Your Clients expressly confirm their acquaintance with said disclaimer prior to making any payment and/or donation to you, where you decide to integrate the CryptoCheckout Service, any part thereof, such as application programming interfaces (APIs) and/or plug-ins on your website and/or system;
confirm and understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before using our Services;
confirm that your use of our Services does not violate any applicable laws or regulations of any jurisdiction that applies to you.

By accepting these General Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these General Terms (conclusion of the individual agreement for the provision of our Services) and shall remain true and accurate until you cease to use our Services.

• For the avoidance of doubt, representations and warranties are personal statements or assurances given by you which we will rely on when we provide our Services to you.
• To the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the CryptoCheckout Service. All information is provided “as is” without warranty of any kind, express or implied.
• We do not warrant that the functions contained in the CryptoCheckout Service will meet your requirements or that the operation of the CryptoCheckout Service will be uninterrupted or error free.

4. Registration

Generally
In order to use the Services, you must open a CryptoCheckout account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. In case of legal representation, the representative should provide us with the same information and documents about himself/herself as a natural person. In addition, the representative should provide us with documents proving his/her authorizations. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your CryptoCheckout account, if you do not provide us with accurate, complete, and satisfactory information.
CryptoCheckout requires to verify merchant identities, maintain records of currency transactions for up to five years (New York merchant’s records are held for seven years) and report certain transactions. In the event that a merchant account is closed by CryptoCheckout or at the request of the merchant, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.

a. Merchant CryptoCheckout imposes daily transaction processing limits on merchants. When you register for a CryptoCheckout account, you will be required to select the limit ("the Tier") that will apply to your CryptoCheckout account, and to provide us with the documentation necessary to qualify for that Tier. A description of the Tiers, as well as a list of the documentation required to qualify for each, is available on CryptoCheckout.io/tier-limit. For certain industries, CryptoCheckout may ask for additional verification documents. We will not begin to process payments on your behalf until we have reviewed the documentation that you provide, in accordance with applicable law. If you wish to change to a Tier with a higher limit, you must provide us with the additional required documentation. We will not approve your request to change Tiers and permit you a greater processing volume unless and until we have reviewed your documentation to our satisfaction. Please also refer to Section 4.1, Daily Transaction Volume Limits.

Guarding your Password
You will choose a password when registering your account. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others we will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not allow other merchants to use your account. You may not use anyone else’s password at any time.

5. Fees & Exchange Rates:

We shall charge you the Fees and apply exchange rates, which are provided on our Website and are applicable at the moment when a particular transaction is carried out.
The Fee and exchange rates schedule referred is deemed to form part of these General Terms.
The Fee and exchange rates schedule referred is subject to change at our sole discretion. Changes shall come into force immediately upon publication of updated Fee and exchange rates schedule on our Website.
If you owe us any Fees or any other amounts, we will take the respective Fees/amounts you owe us from the Virtual Assets/Fiat we process on your behalf on the due date without your instruction. You hereby authorize us to deduct said Fees/amounts on your behalf.
Please ensure that the required Fees/amounts due from you is available to us on the due date. If you do not have enough Virtual Assets/Fiat to pay the Fees or any other amounts due, we reserve the right to suspend the provision of our Services to you until such Fees/amounts due will be paid to us.
Application of any discount/commission is at our absolute discretion. Please contact us to get to know more about what discounts/commissions are applicable at the moment and under what conditions.

6. Your Transactions

AML/CTF Requirement
We seek to comply with all relevant legal requirements in the field of AML/CTF. For the purposes of know-your-customer, it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
We shall perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent.
• For the purpose of identification and risk assessment, you must submit to us the required information and documents. We shall have the right to take other legitimate measures for the purpose of identification and risk assessment of you and/or a legal entity you represent. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in our Services being unavailable to you.
At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfil the requirements of relevant legal acts in the field of AML/CTF.
We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
• We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
• We shall perform monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend it, including, but not limited to, the suspension of a withdrawal of your Virtual Asset/Fiat, for a certain period of time. In that case, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
• We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
• We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering and/or terrorist financing risk we no longer deem acceptable.

Daily Transaction Volume Limits
CryptoCheckout imposes daily and annual transaction processing limits on merchants. When you register for a CryptoCheckout account, you will be enabled to transact at the Basic Tier level. At CryptoCheckout's discretion, and based on CryptoCheckout’s risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.

Invoices and Records
You must keep all records needed for fulfilling the goods or services sold to the Customer and providing any post-sale support to the Customer. If the sale of the item requires any government registration of the sale, you are responsible for such registration. CryptoCheckout is required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter.

Our Right to Reject
We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Customers, or other parties to harm. If we reasonably suspect that your CryptoCheckout account has been used for an illegal purpose, you authorize us to share information about you, your CryptoCheckout account, and your account activity with law enforcement.

Our Right to Inspect
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your CryptoCheckout account.

Prohibited Use
It is strictly prohibited to use any of the Services for any of the following:
to conduct or engage in any illegal or unlawful activity;
to hide or disguise the proceeds of any illegal or unlawful activity;
to engage in any fraudulent or malicious activity;
to control or use an Account that is not yours or a Client you represent;
to allow anyone who is not a duly authorized person to have access to or use your Account;
to disable, disassemble, reverse-engineer or decompile the CryptoCheckout Service;
to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; to transmit or upload any material to the CryptoCheckout Service or the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; to attempt to gain unauthorized access to the CryptoCheckout Service or the Website, Accounts of other persons, computer systems or networks connected to the CryptoCheckout Service or the Website, through password mining or any other means; to use the Account information of another party to access or use the CryptoCheckout Service or the Website;
to infringe on our proprietary intellectual property;
to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services;
to engage in any other use or activity that breaches these General Terms or is not in conformity with sustainable activities of the Company, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.

7. Third Parties

Your Use of Third-Party Services
In using the CryptoCheckout website or the Services, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.

Security
We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. It is your sole responsibility to keep your Account login information and passwords (long-term and one-time) safe. If you pass on your login information and/or passwords (long-term and/or one-time) to any third party, loose this information or such information becomes otherwise accessible to any third party, you are fully responsible for any possible adverse consequences. We reserve the right to require a change of your Account long-term password at any time by giving emailed notice to you.

8. How we collect, use and share information

In order to provide the Services, we may share information about you and your CryptoCheckout account with third parties, including but not limited to your bank and Customers.

Verification of Your Identity
In order to verify the information you submit via the account registration process as detailed in Section 3.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.

From time to time CryptoCheckout may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.

9. Our Ownership of the Services and CryptoCheckout Website

You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the CryptoCheckout website, the content displayed on the website, and other materials produced by and related to CryptoCheckout (collectively, the CryptoCheckout IP). You are only permitted to use the Services and the CryptoCheckout IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the CryptoCheckout IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the CryptoCheckout IP or any portion thereof, or use the CryptoCheckout IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the CryptoCheckout IP, nor shall you translate, reverse engineer, decompile or disassemble the CryptoCheckout IP.

10. Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") to CryptoCheckout's promotional materials and all marketing channels. A third party may use CryptoCheckout's publicly-available Merchant Content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third party terms of use.
You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

11. Invoices & Settlement

Invoice Generation and Exchange Rate Guarantee
CryptoCheckout's hosted application shall be used. To create an invoice for your Customer, you may post a request to CryptoCheckout to collect a specific amount in your local currency, such as Dollars or Euros, or in any of the supported cryptocurrencies. CryptoCheckout will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Customer. For more information about how CryptoCheckout calculates the exchange rates and factors in market depth, please refer to CryptoCheckout.io/exchange-rates. We guarantee the exchange rate to you as long as the Customer pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each CryptoCheckout invoice. While we guarantee the exchange rate as long as the Customer pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect $150, and the Customer sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $150, minus our fee if applicable. We do not, however, guarantee the value of the U.S. dollar.

For any payments that are made using the bitcoin blockchain, an invoice is considered complete by us after the payment has six (6) block confirmations. You have the option to inform your Customer earlier about the status of the invoice; please note that CryptoCheckout is not liable for settling invoices with a payment that never receives six (6) block confirmations. CryptoCheckout employs techniques to detect payments that are at risk of never receiving six (6) bitcoin block confirmations, however these measures do not completely eliminate the risk associated with unconfirmed payments.

Network Costs
CryptoCheckout may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These Network Costs are included in the invoice total and are paid by the Customer. The Network Costs are not returned when a refund is executed. You can learn more about the reasons for these costs here: blog.CryptoCheckout.io/network-costs. Customer has the discretion to decide to pay or not pay an invoice after it has been created.

Methods of Settlement
We will verify the Customer’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by CryptoCheckout until settlement to your bank account can take place. You can receive a settlement in your local currency, in any of the supported cryptocurrencies, or in a mixture of both. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in bitcoin, then you assume the volatility risk of the bitcoin value. DISCLOSURE: While there are also material risks from accepting various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments including Litecoin and Dogecoin), CryptoCheckout is disclosing the following material risks of virtual currency.

Settlements in Local Currencies: Direct deposit to a bank account in a local currency is available to merchants located in certain countries. Please refer to CryptoCheckout.io/docs/settlement for a list of those countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current. If you are using the Business or Enterprise plan, we will send a direct deposit to your bank account to clear out your accumulated ledger balance each business day. If you are using the Starter plan, we will settle the accumulated ledger balance on a weekly basis. If you are accepting any portion of your settlement in a supported cryptocurrency, we will settle to your wallet on a daily basis. Minimum settlement amounts apply; please refer to CryptoCheckout.io/docs/settlement for information related to minimum settlement amounts and deposit frequency. We will charge you the applicable wire fees, except when settling USD to a bank located in the US or when settling EUR to a bank within the SEPA zone. Settlements might be initiated from a bank account held in the name of CryptoCheckout Ltd.

Your Bank Account: You must provide us with written notice at least one (1) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

Settlements in a Supported Cryptocurrency: Any supported cryptocurrency accepted by CryptoCheckout on your behalf must be settled to a cryptocurrency wallet that you provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address, at least once per calendar day. CryptoCheckout is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

Refund Reserve: With your explicit consent, CryptoCheckout can set a refund reserve. You can use the refund reserve to refund CryptoCheckout invoices (e.g., when goods/services are not delivered) or to fund cryptocurrency payout requests. Once the refund reserve is set, CryptoCheckout does not settle the refund reserve amount. Pending refunds are deducted from your refund reserve. If no refund reserve is set, pending refunds will be deducted from the settlement amount. CryptoCheckout does not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as Unsupported Payments ("UP"). CryptoCheckout assumes absolutely no responsibility whatsoever in respect to UP. CryptoCheckout is only liable for the cryptocurrency ledger balance selected in your refund reserve or payout preference.
Settlement Minimum CryptoCheckout settles once the settlement amount is above the settlement minimum. The standard settlement minimums are documented at CryptoCheckout.io/docs/settlement. Merchants that are on the Starter Plan only receive a settlement once a week if the settlement amount is above the settlement minimum.

Payment Exceptions
In certain situations when an invoice is not fully paid or overpaid, it will result in a payment exception. You can resolve payment exceptions from the CryptoCheckout merchant dashboard.

CryptoCheckout incurs miner fees to refund a payment. If the Customer requests a refund for a Payment Exception, CryptoCheckout will deduct the miner fees from the refund amount.

Underpayments: Underpayments occur when the Customer sends less than the full amount required to mark the invoice as fully paid. Since the invoice is not fully paid or complete, the funds do not get applied to the merchant ledger. CryptoCheckout will send an email to the Customer allowing the Customer to request a refund for the partial payment. The Customer also has the ability to request a refund of the partial payment directly from the invoice. If you want to accept underpayments, you can enable this in your CryptoCheckout merchant dashboard. In this case CryptoCheckout will adjust the invoice price to the amount paid, instead of refunding the underpayment.
Overpayments: Overpayments occur when an invoice receives excess funds. In cases such as this, this invoice passes through the state of being paid in full and is marked as an overpayment. Once the invoice is status is "complete", the funds to mark the invoice as fully paid are applied to the merchant ledger. However, the excess funds are not applied. CryptoCheckout will send an email to the Customer allowing the Customer to request a refund for the excess funds. The Customer also has the ability to request a refund of the excess funds directly from the invoice.
Orphan Payment: Orphan Payments occur when a transaction is received outside the time window referenced in Section 8.1 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in CryptoCheckout’s system as an orphan payment. For more information or to resolve orphaned payments, either you or the Customer will need to reach out to our support team with the appropriate information.
Unsupported Payments: For an overview of the currently supported cryptocurrencies, please refer to CryptoCheckout.io/exchange-rates. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for UP. Customers should not pay any CryptoCheckout invoice or send UPs to a CryptoCheckout address. If a Customer transmits a UP, the Customer may lose any perceived value in the UP. Additionally, the Merchant and the Customer agree that CryptoCheckout assumes no responsibility whatsoever in respect to that UP and the Merchant and the Customer will not be able to recover the UP from CryptoCheckout. CryptoCheckout assumes absolutely no responsibility whatsoever in respect to UPs.
Unclaimed Property: If a payment exception is made and CryptoCheckout receives cryptocurrency, and CryptoCheckout is unable to contact you or the Customer and has no record of you or the Customer's use of the Services for several years, applicable law may require CryptoCheckout to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, CryptoCheckout will try to locate you or the Customer using the notification information shown in our records, but if CryptoCheckout is unable to locate you or the Customer, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. CryptoCheckout reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

Certain Deferrals
If we need to conduct an investigation or resolve any pending dispute related to your CryptoCheckout account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.

Account Information
You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

12. Refunds and Adjustments

Refund Procedures
CryptoCheckout can facilitate cryptocurrency refunds on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund denominated in your local currency or in a supported cryptocurrency. If you do not have enough funds in your CryptoCheckout account to cover the refund, CryptoCheckout may require you to deposit a cryptocurrency or fiat to CryptoCheckout to cover the refund to the Customer. Any required currency conversion during the refund process will be calculated at a spot rate determined by CryptoCheckout, following the guidelines found here: CryptoCheckout.io/exchange-rates.

Refund of Payment Exceptions
If a payment exception is not refunded by you within 30 days after the invoice creation date, you will only be able to refund (and not accept) the payment exception and CryptoCheckout will lock the applicable cryptocurrency/USD exchange rate exactly 30 days after the date and time of invoice creation.

For any refunds of payment exceptions that occur after the 30-day window, the locked exchange rate is used to determine the amount of cryptocurrency that will be refunded. The cryptocurrency balance is converted to USD on the 30th day. Additionally, because of the cryptocurrency price fluctuations, CryptoCheckout will only refund the cryptocurrency amount sent to CryptoCheckout or the USD value, whichever is less. Any refunds of payment exceptions that happen prior to this 30-day window will be refunded in the exact amount of cryptocurrency originally received.

Disclosure of Your Refund Policy
CryptoCheckout is not responsible for Merchant refund policies. We do suggest Merchants have a clear refund policy for their customers (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided). If refunds are permitted, we recommend you refund the amount of the initial purchase in the currency in which the item was priced.

Customer Complaints
Customers filing complaints with CryptoCheckout about a purchase will be forwarded to you for resolution. CryptoCheckout reserves the right to terminate accounts which receive excessive complaints.

Merchant Complaints
Merchants filing complaints regarding our processing service should complaints via email, phone or mail at complaints@cryptocheckout.io.

13. Account Termination

Your Right to Close Your Account
These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 15.11 (Survival). You may close your CryptoCheckout account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.

Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, CryptoCheckout reserves the right to suspend your account, disabling processing capabilities.

Effect of Account Closure
If your CryptoCheckout account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

14. Indemnification

You agree to indemnify CryptoCheckout, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.

15. No Warranties

We provide the services on an “as is” and “as available” basis, and your use of the services is at your own risk. To the maximum extent permitted by applicable law, we provide the services without warranties of any kind, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement). Without limiting the foregoing, we do not warrant that the services (and our website): will operate error-free or that defects or errors will be corrected; will meet your requirements or will be available, uninterrupted or secure at any particular time or location; are free from viruses or other harmful content. We do not endorse, warrant, guarantee or assume responsibility for any product or service offered or advertised by a third party through the services or through our website, and we will not be a party to nor monitor any interactions between you and third-party providers of products or services.

16. Limitation of Liability

In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the use of, inability to use, or unavailability of the services, regardless of the form of action and whether or not we knew that such damage may have been incurred. In no event will we be liable to you or any third party for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of the services, your cryptocheckout account, or any information contained therein. In no event will our liability for any damages arising in connection with the services exceed the fees earned by us in connection with your use of the services during the 6 month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

17. Miscellaneous

Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, CryptoCheckout will report annually to the Internal Revenue Service, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.

Privacy Policy
Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

Assignment
You may not transfer or assign these Terms, or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.

Severability
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement

Waivers
Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

Entire Agreement
This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only and shall not be considered in interpreting these Terms.

Notices
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.

Governing Law; Arbitration
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Delaware consistent with the Federal Arbitration Act and will honour and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

Amendment
We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your CryptoCheckout account per the termination section of this agreement and discontinue your use of the Services.

Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Terms of Use
© Copyright 2020. CryptoCheckout LTD
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Terms of use
© CryptoCheckout is the trading name of Cryptocheckout Limited, a company registered in England and Wales (No. 11517016)
By accessing and and using the services provided by CryptoCheckout , you confirm that you are in agreement with and bound by the terms and conditions contained in the Terms Of Use outlined below. These terms apply to the entire website, services and any email or other type of communication between you and CryptoCheckout.

Service
We are a cryptocurrency payment processor. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customers (Customer). We are not a crypto exchange, wallet, or a place to purchase or sell cryptocurrencies. Our Services are only available to businesses that sell a product or services. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Customer to CryptoCheckout will be considered the same as payment made directly to you and will extinguish the Customer's outstanding obligation, to the extent of the payment. Our service includes:

• Payment Processing in Virtual Assets;
• Virtual Asset-to-Fiat Exchange Services;
• Fiat-to-Virtual Asset Exchange Services;

We do not provide any financial services and/or other services subject to authorization requirements under the laws of England and Wales.

Definitions
The definitions set out in this subsection shall apply in these General Terms as follows:

Abandoned Account means any Account through which no transactions have been processed for a minimum of six months or for which contact information (address, phone numbers, email address) is no longer valid.

Account means your virtual interface within the CryptoChekout that is intended for your use of our Services. Account is accessible via our Website by using your registration email and long-term password (if applicable, one-time password as well) to login;

AML/CTF means anti-money laundering and counter-terrorism financing.

AML/CTF Policy means the document that sets out the main principles and guidelines towards the Company’s AML/CTF approach.

Business Day means a day, indicated on our Website, when we provide our Services.

Client means a person who has concluded an individual agreement with us for the provision of our Services.

CryptoChekout Services means a computer program with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported and developed by us including our services stipulated in these General Terms and intended for Merchants to accept digital currency as payment from Customers of goods or services or donations, as well as conclusion of Virtual Asset Purchase and Sale Agreements.

Customer (also known as a shopper) means a natural or legal person having a monetary obligation towards you under a transaction concluded and intending discharge of such obligation by paying in a Virtual Asset. In case you are a charitable organization, Your Client means a natural or legal person providing you with a donation(s) in a Virtual Asset

Digital currency (also known as virtual asset, cryptocurrency, virtual currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Digital currency do not include digital representations of fiat currencies, securities and other corresponding financial assets.

Fees means the fees we will charge you for the provision of the Services, the details of which are set out on our Website.

Fiat means a currency which in accordance with valid laws is legal tender.

General Terms means these General Terms and all annexes thereof under which the Parties agree on the general terms and conditions of the provision of Services. In case other agreements are concluded between the Client and the Company with respect to the provision of Services after these General Terms are concluded, those subsequent agreements (including individual agreements for the provision of Services) shall be considered as an integral part of these General Terms.

Merchant means a person who offers products and/or services for sale in Digital Currency for business purposes or bona fide charitable organizations that accept donations in Digital Currency.

Party or Parties means any of us (the Client or the Company) and together means you and us (the Client and the Company).

Place of Settlement means a place you administer or otherwise use for your clients to discharge their monetary obligations (payment for goods or services you sold, etc.); Place of Settlement may also mean your e-shop.

Privacy Policy means the document that sets out the main provisions of how, when and under what conditions we process your personal data.

Purchase means a remote non-recurrent agreement entered into by and between you and us based on these General Terms on either a purchase from us or sale to us of any Digital Currency.

Risk Warning means the document that sets out the main risks the Client may face while using our Services.

User means a person who has registered with the CryptoChekout System, has access to it, but cannot use our Services until he/she becomes a Client and/or a representative of a Client. Please see sub-section 8 for User’s status.

Website means our website cryptocheckout.io including all its sub-domains.

Working Hours means a time period, indicated on our Website, when we provide our Services.

In these General Terms:
• a singular word includes the plural and vice versa;
• a word which suggests one gender includes the other gender;
• if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
• a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
a reference to ‘day’ or ‘month’ means calendar day or month;
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”

1. Conditions of Service

Collecting Virtual Assets on your behalf
Having created an Account and registered at least one Place of Settlement, you will be able to receive Virtual Assets from Your Clients as well as exchange those Virtual Assets into Fiat or another kind of Virtual Asset.
You authorize us to receive Virtual Assets, temporary hold, exchange and disburse them, as well as deduct the applicable Fees and other costs on your behalf, and to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these General Terms.
Payments/donations by Your Client to us will be considered the same as payments/donations made directly to you. We collect Virtual Assets to your Account exclusively for you and on behalf of you. You remain the owner of Virtual Assets that we hold for you and on behalf of you.
We shall not control, monitor, assess, authorise and/or supervise your activities and/or sales/purchases/donations. The foregoing does not preclude us from exercising our right to suspend, restrict or terminate the provision of Services to you at any time if we reasonably believe that it violates these General Terms or there are other circumstances that may infringe our, our Clients’ or the public’s legitimate interests.
In relation to payments and/or donations in Virtual Assets made to you, any legal relations are between you as a Merchant and Your Client making a payment/donation. We are not a party to relations between you as a Merchant and Your Client making payments/donations in Virtual Assets. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding you, your services, products, activities and/or a payment and/or a donation, or a purchase related to relation between you as a Merchant and Your Client. Any disputes between you as a Merchant and Your Client shall be resolved exclusively between you as a Merchant and Your Client.

Exchange of Collected Virtual Assets
Once we receive Virtual Assets for you and on behalf of you, we will exchange the agreed amount into any other kind of the supported Virtual Assets or Fiat and having deducted the applicable Fees and other costs, transfer all such amounts (exchanged and not exchanged) to you at the agreed time.
You hereby authorize us to automatically execute the exchange of the agreed amounts of received Virtual Assets, deduct the applicable Fees and other costs and transfer such amounts to you.
The agreed amount of received Virtual Assets to be exchanged shall be indicated on the invoice issued by us to you.
- We shall reserve the right to set the minimum and the maximum amounts to be exchanged in a single operation by indicating such restrictions on the Website.
The moment of exchange of the agreed amount of received Virtual Assets into any other kind of supported Virtual Assets or Fiat shall be the moment when the Virtual Assets are received by us.
All amounts received/exchanged shall be transferred to you at the agreed time after the deduction of applicable Fees and other costs.
The amount of time required to process a transfer referred will depend on various factors, including the performance of third parties. We make no guarantee as to when the exchanged (and not exchanged) and transferred Fiat/Virtual Asset will become available to you.
All Virtual Asset exchange risks arising from any transactions will be your sole responsibility.

2. Eligibility

You are permitted to use our Services if you comply with all the following criteria:
• you have the capacity to enter into and be bound by these General Terms and any other document related thereto
• in case of legal representation, you are duly authorized to enter a contractual relationship with us based on these General Terms on behalf of the person you are representing;
• in case of a natural person, you are of the age of full legal capacity and reside in a country in which our Services are legally accessible;
• in case of a legal person, it is duly established and operates in a country in which our Services are legally accessible;
• your financial status allows you to accept the risks relating to Virtual Assets;
• you have provided accurate and complete information and documents requested by us to verify your identity;
• we are satisfied with the outcome of any identity, fraud and background checks including all other money laundering and terrorist financing checks which we will conduct in relation to you at any time during the term of your relationship with us;
• you create an Account in the CryptoCheckout Service in accordance with the procedure laid down further in these General Terms;
• you do not use / intend to use the CryptoCheckout Service for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of the CryptoCheckout Service or may hurt our reputation or otherwise pose any threat to us;
• at all times you comply with the General Terms and individual agreements thereof as well as all applicable laws and regulations.

3. Representations and Warranties

By accepting these General Terms (concluding an individual agreement for the provision of our Services), you:
confirm that you are eligible to use our Services by complying with criteria listed in sub-section 5;
confirm that you have read these General Terms;
commit to be bound by these General Terms;
agree and acknowledge that any and all actions (transactions) performed by using your Account in the CryptoCheckout Service and related to the conclusion and implementation of the Virtual Asset Purchase and Sale Agreements, the use of our other Services and/or discharge of other provisions of the General Terms shall be valid and causing the same legal effects as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp of such entity;
confirm that you have enough knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services;
confirm that any Virtual Asset or Fiat involved by you in an exchange transaction is owned by you and is derived from legitimate sources;
confirm that we have not advised you, nor individually recommended to you, to you to use our Services, excluding any advertisement of our Services;
confirm to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these General Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof e. g. names of authorized persons, your name/title, code, place of residence/registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At the request of the Company, you must also submit any documents (originals, duly certified paper copies or scanned copies) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers;
commit to integrate on your website and/or system a standard disclaimer for shoppers (available here) in a non-modified form and make sure that Your Clients expressly confirm their acquaintance with said disclaimer prior to making any payment and/or donation to you, where you decide to integrate the CryptoCheckout Service, any part thereof, such as application programming interfaces (APIs) and/or plug-ins on your website and/or system;
confirm and understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before using our Services;
confirm that your use of our Services does not violate any applicable laws or regulations of any jurisdiction that applies to you.

By accepting these General Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these General Terms (conclusion of the individual agreement for the provision of our Services) and shall remain true and accurate until you cease to use our Services.

• For the avoidance of doubt, representations and warranties are personal statements or assurances given by you which we will rely on when we provide our Services to you.
• To the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the CryptoCheckout Service. All information is provided “as is” without warranty of any kind, express or implied.
• We do not warrant that the functions contained in the CryptoCheckout Service will meet your requirements or that the operation of the CryptoCheckout Service will be uninterrupted or error free.

4. Registration

Generally
In order to use the Services, you must open a CryptoCheckout account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. In case of legal representation, the representative should provide us with the same information and documents about himself/herself as a natural person. In addition, the representative should provide us with documents proving his/her authorizations. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your CryptoCheckout account, if you do not provide us with accurate, complete, and satisfactory information.
CryptoCheckout requires to verify merchant identities, maintain records of currency transactions for up to five years (New York merchant’s records are held for seven years) and report certain transactions. In the event that a merchant account is closed by CryptoCheckout or at the request of the merchant, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.

a. Merchant CryptoCheckout imposes daily transaction processing limits on merchants. When you register for a CryptoCheckout account, you will be required to select the limit ("the Tier") that will apply to your CryptoCheckout account, and to provide us with the documentation necessary to qualify for that Tier. A description of the Tiers, as well as a list of the documentation required to qualify for each, is available on CryptoCheckout.io/tier-limit. For certain industries, CryptoCheckout may ask for additional verification documents. We will not begin to process payments on your behalf until we have reviewed the documentation that you provide, in accordance with applicable law. If you wish to change to a Tier with a higher limit, you must provide us with the additional required documentation. We will not approve your request to change Tiers and permit you a greater processing volume unless and until we have reviewed your documentation to our satisfaction. Please also refer to Section 4.1, Daily Transaction Volume Limits.

Guarding your Password
You will choose a password when registering your account. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others we will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not allow other merchants to use your account. You may not use anyone else’s password at any time.

5. Fees & Exchange Rates:

We shall charge you the Fees and apply exchange rates, which are provided on our Website and are applicable at the moment when a particular transaction is carried out.
The Fee and exchange rates schedule referred is deemed to form part of these General Terms.
The Fee and exchange rates schedule referred is subject to change at our sole discretion. Changes shall come into force immediately upon publication of updated Fee and exchange rates schedule on our Website.
If you owe us any Fees or any other amounts, we will take the respective Fees/amounts you owe us from the Virtual Assets/Fiat we process on your behalf on the due date without your instruction. You hereby authorize us to deduct said Fees/amounts on your behalf.
Please ensure that the required Fees/amounts due from you is available to us on the due date. If you do not have enough Virtual Assets/Fiat to pay the Fees or any other amounts due, we reserve the right to suspend the provision of our Services to you until such Fees/amounts due will be paid to us.
Application of any discount/commission is at our absolute discretion. Please contact us to get to know more about what discounts/commissions are applicable at the moment and under what conditions.

6. Your Transactions

AML/CTF Requirement
We seek to comply with all relevant legal requirements in the field of AML/CTF. For the purposes of know-your-customer, it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
We shall perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent.
• For the purpose of identification and risk assessment, you must submit to us the required information and documents. We shall have the right to take other legitimate measures for the purpose of identification and risk assessment of you and/or a legal entity you represent. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in our Services being unavailable to you.
At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfil the requirements of relevant legal acts in the field of AML/CTF.
We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
• We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
• We shall perform monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend it, including, but not limited to, the suspension of a withdrawal of your Virtual Asset/Fiat, for a certain period of time. In that case, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
• We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
• We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering and/or terrorist financing risk we no longer deem acceptable.

Daily Transaction Volume Limits
CryptoCheckout imposes daily and annual transaction processing limits on merchants. When you register for a CryptoCheckout account, you will be enabled to transact at the Basic Tier level. At CryptoCheckout's discretion, and based on CryptoCheckout’s risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.

Invoices and Records
You must keep all records needed for fulfilling the goods or services sold to the Customer and providing any post-sale support to the Customer. If the sale of the item requires any government registration of the sale, you are responsible for such registration. CryptoCheckout is required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter.

Our Right to Reject
We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Customers, or other parties to harm. If we reasonably suspect that your CryptoCheckout account has been used for an illegal purpose, you authorize us to share information about you, your CryptoCheckout account, and your account activity with law enforcement.

Our Right to Inspect
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your CryptoCheckout account.

Prohibited Use
It is strictly prohibited to use any of the Services for any of the following:
to conduct or engage in any illegal or unlawful activity;
to hide or disguise the proceeds of any illegal or unlawful activity;
to engage in any fraudulent or malicious activity;
to control or use an Account that is not yours or a Client you represent;
to allow anyone who is not a duly authorized person to have access to or use your Account;
to disable, disassemble, reverse-engineer or decompile the CryptoCheckout Service;
to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; to transmit or upload any material to the CryptoCheckout Service or the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; to attempt to gain unauthorized access to the CryptoCheckout Service or the Website, Accounts of other persons, computer systems or networks connected to the CryptoCheckout Service or the Website, through password mining or any other means; to use the Account information of another party to access or use the CryptoCheckout Service or the Website;
to infringe on our proprietary intellectual property;
to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services;
to engage in any other use or activity that breaches these General Terms or is not in conformity with sustainable activities of the Company, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.

7. Third Parties

Your Use of Third-Party Services
In using the CryptoCheckout website or the Services, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.

Security
We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. It is your sole responsibility to keep your Account login information and passwords (long-term and one-time) safe. If you pass on your login information and/or passwords (long-term and/or one-time) to any third party, loose this information or such information becomes otherwise accessible to any third party, you are fully responsible for any possible adverse consequences. We reserve the right to require a change of your Account long-term password at any time by giving emailed notice to you.

8. How we collect, use and share information

In order to provide the Services, we may share information about you and your CryptoCheckout account with third parties, including but not limited to your bank and Customers.

Verification of Your Identity
In order to verify the information you submit via the account registration process as detailed in Section 3.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.

From time to time CryptoCheckout may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.

9. Our Ownership of the Services and CryptoCheckout Website

You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the CryptoCheckout website, the content displayed on the website, and other materials produced by and related to CryptoCheckout (collectively, the CryptoCheckout IP). You are only permitted to use the Services and the CryptoCheckout IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the CryptoCheckout IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the CryptoCheckout IP or any portion thereof, or use the CryptoCheckout IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the CryptoCheckout IP, nor shall you translate, reverse engineer, decompile or disassemble the CryptoCheckout IP.

10. Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") to CryptoCheckout's promotional materials and all marketing channels. A third party may use CryptoCheckout's publicly-available Merchant Content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third party terms of use.
You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

11. Invoices & Settlement

Invoice Generation and Exchange Rate Guarantee
CryptoCheckout's hosted application shall be used. To create an invoice for your Customer, you may post a request to CryptoCheckout to collect a specific amount in your local currency, such as Dollars or Euros, or in any of the supported cryptocurrencies. CryptoCheckout will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Customer. For more information about how CryptoCheckout calculates the exchange rates and factors in market depth, please refer to CryptoCheckout.io/exchange-rates. We guarantee the exchange rate to you as long as the Customer pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each CryptoCheckout invoice. While we guarantee the exchange rate as long as the Customer pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect $150, and the Customer sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $150, minus our fee if applicable. We do not, however, guarantee the value of the U.S. dollar.

For any payments that are made using the bitcoin blockchain, an invoice is considered complete by us after the payment has six (6) block confirmations. You have the option to inform your Customer earlier about the status of the invoice; please note that CryptoCheckout is not liable for settling invoices with a payment that never receives six (6) block confirmations. CryptoCheckout employs techniques to detect payments that are at risk of never receiving six (6) bitcoin block confirmations, however these measures do not completely eliminate the risk associated with unconfirmed payments.

Network Costs
CryptoCheckout may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These Network Costs are included in the invoice total and are paid by the Customer. The Network Costs are not returned when a refund is executed. You can learn more about the reasons for these costs here: blog.CryptoCheckout.io/network-costs. Customer has the discretion to decide to pay or not pay an invoice after it has been created.

Methods of Settlement
We will verify the Customer’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by CryptoCheckout until settlement to your bank account can take place. You can receive a settlement in your local currency, in any of the supported cryptocurrencies, or in a mixture of both. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in bitcoin, then you assume the volatility risk of the bitcoin value. DISCLOSURE: While there are also material risks from accepting various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments including Litecoin and Dogecoin), CryptoCheckout is disclosing the following material risks of virtual currency.

Settlements in Local Currencies: Direct deposit to a bank account in a local currency is available to merchants located in certain countries. Please refer to CryptoCheckout.io/docs/settlement for a list of those countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current. If you are using the Business or Enterprise plan, we will send a direct deposit to your bank account to clear out your accumulated ledger balance each business day. If you are using the Starter plan, we will settle the accumulated ledger balance on a weekly basis. If you are accepting any portion of your settlement in a supported cryptocurrency, we will settle to your wallet on a daily basis. Minimum settlement amounts apply; please refer to CryptoCheckout.io/docs/settlement for information related to minimum settlement amounts and deposit frequency. We will charge you the applicable wire fees, except when settling USD to a bank located in the US or when settling EUR to a bank within the SEPA zone. Settlements might be initiated from a bank account held in the name of CryptoCheckout Ltd.

Your Bank Account: You must provide us with written notice at least one (1) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

Settlements in a Supported Cryptocurrency: Any supported cryptocurrency accepted by CryptoCheckout on your behalf must be settled to a cryptocurrency wallet that you provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address, at least once per calendar day. CryptoCheckout is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

Refund Reserve: With your explicit consent, CryptoCheckout can set a refund reserve. You can use the refund reserve to refund CryptoCheckout invoices (e.g., when goods/services are not delivered) or to fund cryptocurrency payout requests. Once the refund reserve is set, CryptoCheckout does not settle the refund reserve amount. Pending refunds are deducted from your refund reserve. If no refund reserve is set, pending refunds will be deducted from the settlement amount. CryptoCheckout does not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as Unsupported Payments ("UP"). CryptoCheckout assumes absolutely no responsibility whatsoever in respect to UP. CryptoCheckout is only liable for the cryptocurrency ledger balance selected in your refund reserve or payout preference.
Settlement Minimum CryptoCheckout settles once the settlement amount is above the settlement minimum. The standard settlement minimums are documented at CryptoCheckout.io/docs/settlement. Merchants that are on the Starter Plan only receive a settlement once a week if the settlement amount is above the settlement minimum.

Payment Exceptions
In certain situations when an invoice is not fully paid or overpaid, it will result in a payment exception. You can resolve payment exceptions from the CryptoCheckout merchant dashboard.

CryptoCheckout incurs miner fees to refund a payment. If the Customer requests a refund for a Payment Exception, CryptoCheckout will deduct the miner fees from the refund amount.

Underpayments: Underpayments occur when the Customer sends less than the full amount required to mark the invoice as fully paid. Since the invoice is not fully paid or complete, the funds do not get applied to the merchant ledger. CryptoCheckout will send an email to the Customer allowing the Customer to request a refund for the partial payment. The Customer also has the ability to request a refund of the partial payment directly from the invoice. If you want to accept underpayments, you can enable this in your CryptoCheckout merchant dashboard. In this case CryptoCheckout will adjust the invoice price to the amount paid, instead of refunding the underpayment.
Overpayments: Overpayments occur when an invoice receives excess funds. In cases such as this, this invoice passes through the state of being paid in full and is marked as an overpayment. Once the invoice is status is "complete", the funds to mark the invoice as fully paid are applied to the merchant ledger. However, the excess funds are not applied. CryptoCheckout will send an email to the Customer allowing the Customer to request a refund for the excess funds. The Customer also has the ability to request a refund of the excess funds directly from the invoice.
Orphan Payment: Orphan Payments occur when a transaction is received outside the time window referenced in Section 8.1 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in CryptoCheckout’s system as an orphan payment. For more information or to resolve orphaned payments, either you or the Customer will need to reach out to our support team with the appropriate information.
Unsupported Payments: For an overview of the currently supported cryptocurrencies, please refer to CryptoCheckout.io/exchange-rates. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for UP. Customers should not pay any CryptoCheckout invoice or send UPs to a CryptoCheckout address. If a Customer transmits a UP, the Customer may lose any perceived value in the UP. Additionally, the Merchant and the Customer agree that CryptoCheckout assumes no responsibility whatsoever in respect to that UP and the Merchant and the Customer will not be able to recover the UP from CryptoCheckout. CryptoCheckout assumes absolutely no responsibility whatsoever in respect to UPs.
Unclaimed Property: If a payment exception is made and CryptoCheckout receives cryptocurrency, and CryptoCheckout is unable to contact you or the Customer and has no record of you or the Customer's use of the Services for several years, applicable law may require CryptoCheckout to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, CryptoCheckout will try to locate you or the Customer using the notification information shown in our records, but if CryptoCheckout is unable to locate you or the Customer, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. CryptoCheckout reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

Certain Deferrals
If we need to conduct an investigation or resolve any pending dispute related to your CryptoCheckout account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.

Account Information
You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

12. Refunds and Adjustments

Refund Procedures
CryptoCheckout can facilitate cryptocurrency refunds on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund denominated in your local currency or in a supported cryptocurrency. If you do not have enough funds in your CryptoCheckout account to cover the refund, CryptoCheckout may require you to deposit a cryptocurrency or fiat to CryptoCheckout to cover the refund to the Customer. Any required currency conversion during the refund process will be calculated at a spot rate determined by CryptoCheckout, following the guidelines found here: CryptoCheckout.io/exchange-rates.

Refund of Payment Exceptions
If a payment exception is not refunded by you within 30 days after the invoice creation date, you will only be able to refund (and not accept) the payment exception and CryptoCheckout will lock the applicable cryptocurrency/USD exchange rate exactly 30 days after the date and time of invoice creation.

For any refunds of payment exceptions that occur after the 30-day window, the locked exchange rate is used to determine the amount of cryptocurrency that will be refunded. The cryptocurrency balance is converted to USD on the 30th day. Additionally, because of the cryptocurrency price fluctuations, CryptoCheckout will only refund the cryptocurrency amount sent to CryptoCheckout or the USD value, whichever is less. Any refunds of payment exceptions that happen prior to this 30-day window will be refunded in the exact amount of cryptocurrency originally received.

Disclosure of Your Refund Policy
CryptoCheckout is not responsible for Merchant refund policies. We do suggest Merchants have a clear refund policy for their customers (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided). If refunds are permitted, we recommend you refund the amount of the initial purchase in the currency in which the item was priced.

Customer Complaints
Customers filing complaints with CryptoCheckout about a purchase will be forwarded to you for resolution. CryptoCheckout reserves the right to terminate accounts which receive excessive complaints.

Merchant Complaints
Merchants filing complaints regarding our processing service should complaints via email, phone or mail at complaints@cryptocheckout.io.

13. Account Termination

Your Right to Close Your Account
These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 15.11 (Survival). You may close your CryptoCheckout account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.

Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, CryptoCheckout reserves the right to suspend your account, disabling processing capabilities.

Effect of Account Closure
If your CryptoCheckout account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

14. Indemnification

You agree to indemnify CryptoCheckout, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.

15. No Warranties

We provide the services on an “as is” and “as available” basis, and your use of the services is at your own risk. To the maximum extent permitted by applicable law, we provide the services without warranties of any kind, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement). Without limiting the foregoing, we do not warrant that the services (and our website): will operate error-free or that defects or errors will be corrected; will meet your requirements or will be available, uninterrupted or secure at any particular time or location; are free from viruses or other harmful content. We do not endorse, warrant, guarantee or assume responsibility for any product or service offered or advertised by a third party through the services or through our website, and we will not be a party to nor monitor any interactions between you and third-party providers of products or services.

16. Limitation of Liability

In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the use of, inability to use, or unavailability of the services, regardless of the form of action and whether or not we knew that such damage may have been incurred. In no event will we be liable to you or any third party for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of the services, your cryptocheckout account, or any information contained therein. In no event will our liability for any damages arising in connection with the services exceed the fees earned by us in connection with your use of the services during the 6 month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

17. Miscellaneous

Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, CryptoCheckout will report annually to the Internal Revenue Service, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.

Privacy Policy
Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

Assignment
You may not transfer or assign these Terms, or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.

Severability
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement

Waivers
Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

Entire Agreement
This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only and shall not be considered in interpreting these Terms.

Notices
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.

Governing Law; Arbitration
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Delaware consistent with the Federal Arbitration Act and will honour and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

Amendment
We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your CryptoCheckout account per the termination section of this agreement and discontinue your use of the Services.

Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Terms of Use
By accessing and and using the services provided by CryptoCheckout , you confirm that you are in agreement with and bound by the terms and conditions contained in the Terms Of Use outlined below. These terms apply to the entire website, services and any email or other type of communication between you and CryptoCheckout.

Service
We are a cryptocurrency payment processor. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customers (Customer). We are not a crypto exchange, wallet, or a place to purchase or sell cryptocurrencies. Our Services are only available to businesses that sell a product or services. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Customer to CryptoCheckout will be considered the same as payment made directly to you and will extinguish the Customer's outstanding obligation, to the extent of the payment. Our service includes:

• Payment Processing in Virtual Assets;
• Virtual Asset-to-Fiat Exchange Services;
• Fiat-to-Virtual Asset Exchange Services;

We do not provide any financial services and/or other services subject to authorization requirements under the laws of England and Wales.

Definitions
The definitions set out in this subsection shall apply in these General Terms as follows:

Abandoned Account means any Account through which no transactions have been processed for a minimum of six months or for which contact information (address, phone numbers, email address) is no longer valid.

Account means your virtual interface within the CryptoChekout that is intended for your use of our Services. Account is accessible via our Website by using your registration email and long-term password (if applicable, one-time password as well) to login;

AML/CTF means anti-money laundering and counter-terrorism financing.

AML/CTF Policy means the document that sets out the main principles and guidelines towards the Company’s AML/CTF approach.

Business Day means a day, indicated on our Website, when we provide our Services.

Client means a person who has concluded an individual agreement with us for the provision of our Services.

CryptoChekout Services means a computer program with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported and developed by us including our services stipulated in these General Terms and intended for Merchants to accept digital currency as payment from Customers of goods or services or donations, as well as conclusion of Virtual Asset Purchase and Sale Agreements.

Customer (also known as a shopper) means a natural or legal person having a monetary obligation towards you under a transaction concluded and intending discharge of such obligation by paying in a Virtual Asset. In case you are a charitable organization, Your Client means a natural or legal person providing you with a donation(s) in a Virtual Asset

Digital currency (also known as virtual asset, cryptocurrency, virtual currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Digital currency do not include digital representations of fiat currencies, securities and other corresponding financial assets.

Fees means the fees we will charge you for the provision of the Services, the details of which are set out on our Website.

Fiat means a currency which in accordance with valid laws is legal tender.

General Terms means these General Terms and all annexes thereof under which the Parties agree on the general terms and conditions of the provision of Services. In case other agreements are concluded between the Client and the Company with respect to the provision of Services after these General Terms are concluded, those subsequent agreements (including individual agreements for the provision of Services) shall be considered as an integral part of these General Terms.

Merchant means a person who offers products and/or services for sale in Digital Currency for business purposes or bona fide charitable organizations that accept donations in Digital Currency.

Party or Parties means any of us (the Client or the Company) and together means you and us (the Client and the Company).

Place of Settlement means a place you administer or otherwise use for your clients to discharge their monetary obligations (payment for goods or services you sold, etc.); Place of Settlement may also mean your e-shop.

Privacy Policy means the document that sets out the main provisions of how, when and under what conditions we process your personal data.

Purchase means a remote non-recurrent agreement entered into by and between you and us based on these General Terms on either a purchase from us or sale to us of any Digital Currency.

Risk Warning means the document that sets out the main risks the Client may face while using our Services.

User means a person who has registered with the CryptoChekout System, has access to it, but cannot use our Services until he/she becomes a Client and/or a representative of a Client. Please see sub-section 8 for User’s status.

Website means our website cryptocheckout.io including all its sub-domains.

Working Hours means a time period, indicated on our Website, when we provide our Services.

In these General Terms:
• a singular word includes the plural and vice versa;
• a word which suggests one gender includes the other gender;
• if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
• a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
a reference to ‘day’ or ‘month’ means calendar day or month;
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”

1. Conditions of Service

Collecting Virtual Assets on your behalf
Having created an Account and registered at least one Place of Settlement, you will be able to receive Virtual Assets from Your Clients as well as exchange those Virtual Assets into Fiat or another kind of Virtual Asset.
You authorize us to receive Virtual Assets, temporary hold, exchange and disburse them, as well as deduct the applicable Fees and other costs on your behalf, and to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these General Terms.
Payments/donations by Your Client to us will be considered the same as payments/donations made directly to you. We collect Virtual Assets to your Account exclusively for you and on behalf of you. You remain the owner of Virtual Assets that we hold for you and on behalf of you.
We shall not control, monitor, assess, authorise and/or supervise your activities and/or sales/purchases/donations. The foregoing does not preclude us from exercising our right to suspend, restrict or terminate the provision of Services to you at any time if we reasonably believe that it violates these General Terms or there are other circumstances that may infringe our, our Clients’ or the public’s legitimate interests.
In relation to payments and/or donations in Virtual Assets made to you, any legal relations are between you as a Merchant and Your Client making a payment/donation. We are not a party to relations between you as a Merchant and Your Client making payments/donations in Virtual Assets. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding you, your services, products, activities and/or a payment and/or a donation, or a purchase related to relation between you as a Merchant and Your Client. Any disputes between you as a Merchant and Your Client shall be resolved exclusively between you as a Merchant and Your Client.

Exchange of Collected Virtual Assets
Once we receive Virtual Assets for you and on behalf of you, we will exchange the agreed amount into any other kind of the supported Virtual Assets or Fiat and having deducted the applicable Fees and other costs, transfer all such amounts (exchanged and not exchanged) to you at the agreed time.
You hereby authorize us to automatically execute the exchange of the agreed amounts of received Virtual Assets, deduct the applicable Fees and other costs and transfer such amounts to you.
The agreed amount of received Virtual Assets to be exchanged shall be indicated on the invoice issued by us to you.
- We shall reserve the right to set the minimum and the maximum amounts to be exchanged in a single operation by indicating such restrictions on the Website.
The moment of exchange of the agreed amount of received Virtual Assets into any other kind of supported Virtual Assets or Fiat shall be the moment when the Virtual Assets are received by us.
All amounts received/exchanged shall be transferred to you at the agreed time after the deduction of applicable Fees and other costs.
The amount of time required to process a transfer referred will depend on various factors, including the performance of third parties. We make no guarantee as to when the exchanged (and not exchanged) and transferred Fiat/Virtual Asset will become available to you.
All Virtual Asset exchange risks arising from any transactions will be your sole responsibility.

2. Eligibility

You are permitted to use our Services if you comply with all the following criteria:
• you have the capacity to enter into and be bound by these General Terms and any other document related thereto
• in case of legal representation, you are duly authorized to enter a contractual relationship with us based on these General Terms on behalf of the person you are representing;
• in case of a natural person, you are of the age of full legal capacity and reside in a country in which our Services are legally accessible;
• in case of a legal person, it is duly established and operates in a country in which our Services are legally accessible;
• your financial status allows you to accept the risks relating to Virtual Assets;
• you have provided accurate and complete information and documents requested by us to verify your identity;
• we are satisfied with the outcome of any identity, fraud and background checks including all other money laundering and terrorist financing checks which we will conduct in relation to you at any time during the term of your relationship with us;
• you create an Account in the CryptoCheckout Service in accordance with the procedure laid down further in these General Terms;
• you do not use / intend to use the CryptoCheckout Service for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of the CryptoCheckout Service or may hurt our reputation or otherwise pose any threat to us;
• at all times you comply with the General Terms and individual agreements thereof as well as all applicable laws and regulations.

3. Representations and Warranties

By accepting these General Terms (concluding an individual agreement for the provision of our Services), you:
confirm that you are eligible to use our Services by complying with criteria listed in sub-section 5;
confirm that you have read these General Terms;
commit to be bound by these General Terms;
agree and acknowledge that any and all actions (transactions) performed by using your Account in the CryptoCheckout Service and related to the conclusion and implementation of the Virtual Asset Purchase and Sale Agreements, the use of our other Services and/or discharge of other provisions of the General Terms shall be valid and causing the same legal effects as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp of such entity;
confirm that you have enough knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services;
confirm that any Virtual Asset or Fiat involved by you in an exchange transaction is owned by you and is derived from legitimate sources;
confirm that we have not advised you, nor individually recommended to you, to you to use our Services, excluding any advertisement of our Services;
confirm to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these General Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof e. g. names of authorized persons, your name/title, code, place of residence/registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At the request of the Company, you must also submit any documents (originals, duly certified paper copies or scanned copies) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers;
commit to integrate on your website and/or system a standard disclaimer for shoppers (available here) in a non-modified form and make sure that Your Clients expressly confirm their acquaintance with said disclaimer prior to making any payment and/or donation to you, where you decide to integrate the CryptoCheckout Service, any part thereof, such as application programming interfaces (APIs) and/or plug-ins on your website and/or system;
confirm and understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before using our Services;
confirm that your use of our Services does not violate any applicable laws or regulations of any jurisdiction that applies to you.

By accepting these General Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these General Terms (conclusion of the individual agreement for the provision of our Services) and shall remain true and accurate until you cease to use our Services.

• For the avoidance of doubt, representations and warranties are personal statements or assurances given by you which we will rely on when we provide our Services to you.
• To the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the CryptoCheckout Service. All information is provided “as is” without warranty of any kind, express or implied.
• We do not warrant that the functions contained in the CryptoCheckout Service will meet your requirements or that the operation of the CryptoCheckout Service will be uninterrupted or error free.

4. Registration

Generally
In order to use the Services, you must open a CryptoCheckout account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. In case of legal representation, the representative should provide us with the same information and documents about himself/herself as a natural person. In addition, the representative should provide us with documents proving his/her authorizations. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your CryptoCheckout account, if you do not provide us with accurate, complete, and satisfactory information.
CryptoCheckout requires to verify merchant identities, maintain records of currency transactions for up to five years (New York merchant’s records are held for seven years) and report certain transactions. In the event that a merchant account is closed by CryptoCheckout or at the request of the merchant, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.

a. Merchant CryptoCheckout imposes daily transaction processing limits on merchants. When you register for a CryptoCheckout account, you will be required to select the limit ("the Tier") that will apply to your CryptoCheckout account, and to provide us with the documentation necessary to qualify for that Tier. A description of the Tiers, as well as a list of the documentation required to qualify for each, is available on CryptoCheckout.io/tier-limit. For certain industries, CryptoCheckout may ask for additional verification documents. We will not begin to process payments on your behalf until we have reviewed the documentation that you provide, in accordance with applicable law. If you wish to change to a Tier with a higher limit, you must provide us with the additional required documentation. We will not approve your request to change Tiers and permit you a greater processing volume unless and until we have reviewed your documentation to our satisfaction. Please also refer to Section 4.1, Daily Transaction Volume Limits.

Guarding your Password
You will choose a password when registering your account. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others we will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not allow other merchants to use your account. You may not use anyone else’s password at any time.

5. Fees & Exchange Rates:

We shall charge you the Fees and apply exchange rates, which are provided on our Website and are applicable at the moment when a particular transaction is carried out.
The Fee and exchange rates schedule referred is deemed to form part of these General Terms.
The Fee and exchange rates schedule referred is subject to change at our sole discretion. Changes shall come into force immediately upon publication of updated Fee and exchange rates schedule on our Website.
If you owe us any Fees or any other amounts, we will take the respective Fees/amounts you owe us from the Virtual Assets/Fiat we process on your behalf on the due date without your instruction. You hereby authorize us to deduct said Fees/amounts on your behalf.
Please ensure that the required Fees/amounts due from you is available to us on the due date. If you do not have enough Virtual Assets/Fiat to pay the Fees or any other amounts due, we reserve the right to suspend the provision of our Services to you until such Fees/amounts due will be paid to us.
Application of any discount/commission is at our absolute discretion. Please contact us to get to know more about what discounts/commissions are applicable at the moment and under what conditions.

6. Your Transactions

AML/CTF Requirement
We seek to comply with all relevant legal requirements in the field of AML/CTF. For the purposes of know-your-customer, it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
We shall perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent.
• For the purpose of identification and risk assessment, you must submit to us the required information and documents. We shall have the right to take other legitimate measures for the purpose of identification and risk assessment of you and/or a legal entity you represent. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in our Services being unavailable to you.
At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfil the requirements of relevant legal acts in the field of AML/CTF.
We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
• We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
• We shall perform monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend it, including, but not limited to, the suspension of a withdrawal of your Virtual Asset/Fiat, for a certain period of time. In that case, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
• We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
• We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering and/or terrorist financing risk we no longer deem acceptable.

Daily Transaction Volume Limits
CryptoCheckout imposes daily and annual transaction processing limits on merchants. When you register for a CryptoCheckout account, you will be enabled to transact at the Basic Tier level. At CryptoCheckout's discretion, and based on CryptoCheckout’s risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.

Invoices and Records
You must keep all records needed for fulfilling the goods or services sold to the Customer and providing any post-sale support to the Customer. If the sale of the item requires any government registration of the sale, you are responsible for such registration. CryptoCheckout is required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter.

Our Right to Reject
We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Customers, or other parties to harm. If we reasonably suspect that your CryptoCheckout account has been used for an illegal purpose, you authorize us to share information about you, your CryptoCheckout account, and your account activity with law enforcement.

Our Right to Inspect
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your CryptoCheckout account.

Prohibited Use
It is strictly prohibited to use any of the Services for any of the following:
to conduct or engage in any illegal or unlawful activity;
to hide or disguise the proceeds of any illegal or unlawful activity;
to engage in any fraudulent or malicious activity;
to control or use an Account that is not yours or a Client you represent;
to allow anyone who is not a duly authorized person to have access to or use your Account;
to disable, disassemble, reverse-engineer or decompile the CryptoCheckout Service;
to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; to transmit or upload any material to the CryptoCheckout Service or the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; to attempt to gain unauthorized access to the CryptoCheckout Service or the Website, Accounts of other persons, computer systems or networks connected to the CryptoCheckout Service or the Website, through password mining or any other means; to use the Account information of another party to access or use the CryptoCheckout Service or the Website;
to infringe on our proprietary intellectual property;
to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services;
to engage in any other use or activity that breaches these General Terms or is not in conformity with sustainable activities of the Company, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.

7. Third Parties

Your Use of Third-Party Services
In using the CryptoCheckout website or the Services, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.

Security
We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. It is your sole responsibility to keep your Account login information and passwords (long-term and one-time) safe. If you pass on your login information and/or passwords (long-term and/or one-time) to any third party, loose this information or such information becomes otherwise accessible to any third party, you are fully responsible for any possible adverse consequences. We reserve the right to require a change of your Account long-term password at any time by giving emailed notice to you.

8. How we collect, use and share information

In order to provide the Services, we may share information about you and your CryptoCheckout account with third parties, including but not limited to your bank and Customers.

Verification of Your Identity
In order to verify the information you submit via the account registration process as detailed in Section 3.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.

From time to time CryptoCheckout may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.

9. Our Ownership of the Services and CryptoCheckout Website

You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the CryptoCheckout website, the content displayed on the website, and other materials produced by and related to CryptoCheckout (collectively, the CryptoCheckout IP). You are only permitted to use the Services and the CryptoCheckout IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the CryptoCheckout IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the CryptoCheckout IP or any portion thereof, or use the CryptoCheckout IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the CryptoCheckout IP, nor shall you translate, reverse engineer, decompile or disassemble the CryptoCheckout IP.

10. Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") to CryptoCheckout's promotional materials and all marketing channels. A third party may use CryptoCheckout's publicly-available Merchant Content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third party terms of use.
You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

11. Invoices & Settlement

Invoice Generation and Exchange Rate Guarantee
CryptoCheckout's hosted application shall be used. To create an invoice for your Customer, you may post a request to CryptoCheckout to collect a specific amount in your local currency, such as Dollars or Euros, or in any of the supported cryptocurrencies. CryptoCheckout will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Customer. For more information about how CryptoCheckout calculates the exchange rates and factors in market depth, please refer to CryptoCheckout.io/exchange-rates. We guarantee the exchange rate to you as long as the Customer pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each CryptoCheckout invoice. While we guarantee the exchange rate as long as the Customer pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect $150, and the Customer sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $150, minus our fee if applicable. We do not, however, guarantee the value of the U.S. dollar.

For any payments that are made using the bitcoin blockchain, an invoice is considered complete by us after the payment has six (6) block confirmations. You have the option to inform your Customer earlier about the status of the invoice; please note that CryptoCheckout is not liable for settling invoices with a payment that never receives six (6) block confirmations. CryptoCheckout employs techniques to detect payments that are at risk of never receiving six (6) bitcoin block confirmations, however these measures do not completely eliminate the risk associated with unconfirmed payments.

Network Costs
CryptoCheckout may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These Network Costs are included in the invoice total and are paid by the Customer. The Network Costs are not returned when a refund is executed. You can learn more about the reasons for these costs here: blog.CryptoCheckout.io/network-costs. Customer has the discretion to decide to pay or not pay an invoice after it has been created.

Methods of Settlement
We will verify the Customer’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by CryptoCheckout until settlement to your bank account can take place. You can receive a settlement in your local currency, in any of the supported cryptocurrencies, or in a mixture of both. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in bitcoin, then you assume the volatility risk of the bitcoin value. DISCLOSURE: While there are also material risks from accepting various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments including Litecoin and Dogecoin), CryptoCheckout is disclosing the following material risks of virtual currency.

Settlements in Local Currencies: Direct deposit to a bank account in a local currency is available to merchants located in certain countries. Please refer to CryptoCheckout.io/docs/settlement for a list of those countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current. If you are using the Business or Enterprise plan, we will send a direct deposit to your bank account to clear out your accumulated ledger balance each business day. If you are using the Starter plan, we will settle the accumulated ledger balance on a weekly basis. If you are accepting any portion of your settlement in a supported cryptocurrency, we will settle to your wallet on a daily basis. Minimum settlement amounts apply; please refer to CryptoCheckout.io/docs/settlement for information related to minimum settlement amounts and deposit frequency. We will charge you the applicable wire fees, except when settling USD to a bank located in the US or when settling EUR to a bank within the SEPA zone. Settlements might be initiated from a bank account held in the name of CryptoCheckout Ltd.

Your Bank Account: You must provide us with written notice at least one (1) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

Settlements in a Supported Cryptocurrency: Any supported cryptocurrency accepted by CryptoCheckout on your behalf must be settled to a cryptocurrency wallet that you provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address, at least once per calendar day. CryptoCheckout is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

Refund Reserve: With your explicit consent, CryptoCheckout can set a refund reserve. You can use the refund reserve to refund CryptoCheckout invoices (e.g., when goods/services are not delivered) or to fund cryptocurrency payout requests. Once the refund reserve is set, CryptoCheckout does not settle the refund reserve amount. Pending refunds are deducted from your refund reserve. If no refund reserve is set, pending refunds will be deducted from the settlement amount. CryptoCheckout does not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as Unsupported Payments ("UP"). CryptoCheckout assumes absolutely no responsibility whatsoever in respect to UP. CryptoCheckout is only liable for the cryptocurrency ledger balance selected in your refund reserve or payout preference.
Settlement Minimum CryptoCheckout settles once the settlement amount is above the settlement minimum. The standard settlement minimums are documented at CryptoCheckout.io/docs/settlement. Merchants that are on the Starter Plan only receive a settlement once a week if the settlement amount is above the settlement minimum.

Payment Exceptions
In certain situations when an invoice is not fully paid or overpaid, it will result in a payment exception. You can resolve payment exceptions from the CryptoCheckout merchant dashboard.

CryptoCheckout incurs miner fees to refund a payment. If the Customer requests a refund for a Payment Exception, CryptoCheckout will deduct the miner fees from the refund amount.

Underpayments: Underpayments occur when the Customer sends less than the full amount required to mark the invoice as fully paid. Since the invoice is not fully paid or complete, the funds do not get applied to the merchant ledger. CryptoCheckout will send an email to the Customer allowing the Customer to request a refund for the partial payment. The Customer also has the ability to request a refund of the partial payment directly from the invoice. If you want to accept underpayments, you can enable this in your CryptoCheckout merchant dashboard. In this case CryptoCheckout will adjust the invoice price to the amount paid, instead of refunding the underpayment.
Overpayments: Overpayments occur when an invoice receives excess funds. In cases such as this, this invoice passes through the state of being paid in full and is marked as an overpayment. Once the invoice is status is "complete", the funds to mark the invoice as fully paid are applied to the merchant ledger. However, the excess funds are not applied. CryptoCheckout will send an email to the Customer allowing the Customer to request a refund for the excess funds. The Customer also has the ability to request a refund of the excess funds directly from the invoice.
Orphan Payment: Orphan Payments occur when a transaction is received outside the time window referenced in Section 8.1 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in CryptoCheckout’s system as an orphan payment. For more information or to resolve orphaned payments, either you or the Customer will need to reach out to our support team with the appropriate information.
Unsupported Payments: For an overview of the currently supported cryptocurrencies, please refer to CryptoCheckout.io/exchange-rates. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for UP. Customers should not pay any CryptoCheckout invoice or send UPs to a CryptoCheckout address. If a Customer transmits a UP, the Customer may lose any perceived value in the UP. Additionally, the Merchant and the Customer agree that CryptoCheckout assumes no responsibility whatsoever in respect to that UP and the Merchant and the Customer will not be able to recover the UP from CryptoCheckout. CryptoCheckout assumes absolutely no responsibility whatsoever in respect to UPs.
Unclaimed Property: If a payment exception is made and CryptoCheckout receives cryptocurrency, and CryptoCheckout is unable to contact you or the Customer and has no record of you or the Customer's use of the Services for several years, applicable law may require CryptoCheckout to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, CryptoCheckout will try to locate you or the Customer using the notification information shown in our records, but if CryptoCheckout is unable to locate you or the Customer, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. CryptoCheckout reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

Certain Deferrals
If we need to conduct an investigation or resolve any pending dispute related to your CryptoCheckout account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.

Account Information
You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

12. Refunds and Adjustments

Refund Procedures
CryptoCheckout can facilitate cryptocurrency refunds on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund denominated in your local currency or in a supported cryptocurrency. If you do not have enough funds in your CryptoCheckout account to cover the refund, CryptoCheckout may require you to deposit a cryptocurrency or fiat to CryptoCheckout to cover the refund to the Customer. Any required currency conversion during the refund process will be calculated at a spot rate determined by CryptoCheckout, following the guidelines found here: CryptoCheckout.io/exchange-rates.

Refund of Payment Exceptions
If a payment exception is not refunded by you within 30 days after the invoice creation date, you will only be able to refund (and not accept) the payment exception and CryptoCheckout will lock the applicable cryptocurrency/USD exchange rate exactly 30 days after the date and time of invoice creation.

For any refunds of payment exceptions that occur after the 30-day window, the locked exchange rate is used to determine the amount of cryptocurrency that will be refunded. The cryptocurrency balance is converted to USD on the 30th day. Additionally, because of the cryptocurrency price fluctuations, CryptoCheckout will only refund the cryptocurrency amount sent to CryptoCheckout or the USD value, whichever is less. Any refunds of payment exceptions that happen prior to this 30-day window will be refunded in the exact amount of cryptocurrency originally received.

Disclosure of Your Refund Policy
CryptoCheckout is not responsible for Merchant refund policies. We do suggest Merchants have a clear refund policy for their customers (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided). If refunds are permitted, we recommend you refund the amount of the initial purchase in the currency in which the item was priced.

Customer Complaints
Customers filing complaints with CryptoCheckout about a purchase will be forwarded to you for resolution. CryptoCheckout reserves the right to terminate accounts which receive excessive complaints.

Merchant Complaints
Merchants filing complaints regarding our processing service should complaints via email, phone or mail at complaints@cryptocheckout.io.

13. Account Termination

Your Right to Close Your Account
These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 15.11 (Survival). You may close your CryptoCheckout account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.

Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, CryptoCheckout reserves the right to suspend your account, disabling processing capabilities.

Effect of Account Closure
If your CryptoCheckout account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

14. Indemnification

You agree to indemnify CryptoCheckout, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.

15. No Warranties

We provide the services on an “as is” and “as available” basis, and your use of the services is at your own risk. To the maximum extent permitted by applicable law, we provide the services without warranties of any kind, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement). Without limiting the foregoing, we do not warrant that the services (and our website): will operate error-free or that defects or errors will be corrected; will meet your requirements or will be available, uninterrupted or secure at any particular time or location; are free from viruses or other harmful content. We do not endorse, warrant, guarantee or assume responsibility for any product or service offered or advertised by a third party through the services or through our website, and we will not be a party to nor monitor any interactions between you and third-party providers of products or services.

16. Limitation of Liability

In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the use of, inability to use, or unavailability of the services, regardless of the form of action and whether or not we knew that such damage may have been incurred. In no event will we be liable to you or any third party for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of the services, your cryptocheckout account, or any information contained therein. In no event will our liability for any damages arising in connection with the services exceed the fees earned by us in connection with your use of the services during the 6 month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

17. Miscellaneous

Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, CryptoCheckout will report annually to the Internal Revenue Service, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.

Privacy Policy
Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

Assignment
You may not transfer or assign these Terms, or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.

Severability
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement

Waivers
Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

Entire Agreement
This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only and shall not be considered in interpreting these Terms.

Notices
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.

Governing Law; Arbitration
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Delaware consistent with the Federal Arbitration Act and will honour and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

Amendment
We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your CryptoCheckout account per the termination section of this agreement and discontinue your use of the Services.

Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
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© CryptoCheckout is the trading name of Cryptocheckout Limited, a company registered in England and Wales (No. 11517016)
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