Terms of Service

1. About these Terms

These Terms of Service ("Terms") form a binding agreement between WayPay Limited ("WayPay", "we", "us" or "our"), 1521 Blake St, Ste 47009, Denver, CO 80202, United States, and the business that opens an account with us or uses our services ("Merchant", "you" or "your").

By opening an account, signing an order form, accessing the WayPay console or calling the WayPay API, you agree to these Terms. If you accept on behalf of a company, you confirm that you are authorized to bind that company. If a signed order form or service agreement conflicts with these Terms, the signed document prevails for that conflict.

2. Definitions

• Services means the WayPay platform, including deposit addresses, payment checkout, payouts, wallet and treasury tools, the console, the API, SDKs and documentation.
• Digital Assets means the cryptocurrencies and stablecoins we support from time to time, on the networks we support for each of them.
• Customer Assets means Digital Assets we hold or process for your account.
• End User means your own client who sends or receives Digital Assets through the Services.
• Credentials means your console logins, API keys, certificates, signing keys and approver devices.

3. Eligibility and onboarding

• The Services are for businesses only. They are not offered to consumers or for personal, family or household use.
• You must complete our Know-Your-Business (KYB) review and provide accurate, complete and current information about your company, owners, directors, licenses and business model. You must tell us promptly if any of it changes.
• You must not be located, incorporated or ordinarily resident in, or controlled from, a jurisdiction we list as restricted, and neither you nor your owners, directors or End Users may be the subject of sanctions.
• We may decline any application, or ask for more information at any time, at our discretion and without giving reasons where the law does not allow us to.

4. The Services

WayPay provides technology and payment services that let you accept Digital Assets from End Users, hold Customer Assets, and send payouts. The supported Digital Assets, networks, limits and features for your account are shown in the console and documentation and may change from time to time. We will give reasonable notice before we stop supporting a Digital Asset or network, unless we must act sooner for legal, security or network reasons.

We keep records that identify Customer Assets as held for your account and separate from WayPay's own operating funds. Your balance in the console is the authoritative record of Customer Assets held for you. WayPay does not provide investment, legal, tax or accounting advice, and nothing in the Services is a recommendation to buy, sell or hold any Digital Asset.

5. Account security

• You are responsible for keeping your Credentials secure, for limiting access to authorized staff, and for all activity carried out with your Credentials.
• You must use the security features we provide, including hardware-key login for the console, IP allow-lists and request signing for the API, and approval rules for payouts.
• You must tell us immediately, through the console or your account contact, if you suspect any Credential has been lost, stolen or misused. We may suspend affected Credentials or payouts until the issue is resolved.
• Changes to payout addresses, callback URLs, approval rules and similar security settings may take effect only after a review period, as described in the documentation.

6. Deposits

• Each deposit address is valid only for the Digital Asset and network shown for it. Digital Assets sent to the wrong network, unsupported tokens, or amounts below the published minimum may not be credited and may not be recoverable. Where recovery is technically possible, we may charge a recovery fee.
• Deposits are credited after the number of network confirmations we set for that network. If a credited transaction is later reversed by the network (for example by a chain reorganization), we may reverse the credit.
• You must confirm the status of a deposit through the API or console before crediting an End User. A callback alone is not confirmation.

7. Payouts

• You are responsible for the accuracy of every payout instruction, including the destination address, network, Digital Asset and amount. Blockchain transactions cannot be reversed once broadcast.
• Payouts are subject to your approval rules, our limits and our risk controls. We may delay, hold or route a payout to manual review where our controls require it.
• Each payout request must carry a unique idempotency key. We are not responsible for duplicate payouts caused by repeated requests that do not.
• Network fees are deducted or charged as shown in the console. Settlement times depend on network conditions outside our control.

8. Compliance holds

We operate an anti-money-laundering, counter-terrorist-financing and sanctions program. We screen transactions and addresses, and we may request information about any transaction or End User. We may delay, block, freeze or reject a deposit or payout, or suspend an account, where we reasonably believe it is required by law, by a regulator or court, by our risk policies, or to protect you, End Users or WayPay. We may report activity to authorities, and the law may prevent us from telling you that we have done so. We are not liable for losses resulting from actions we take in good faith under this section.

9. Prohibited activities

You must not use the Services, directly or for any End User, for:

• any activity that is illegal in your jurisdiction or the End User's jurisdiction, or that you are not licensed to carry out;
• money laundering, terrorist financing, sanctions evasion, fraud, or proceeds of crime;
• unlicensed gambling, unlicensed money transmission or unlicensed financial services;
• Ponzi or pyramid schemes, "guaranteed return" investment programs, or market manipulation;
• darknet markets, mixers or tumblers, or services designed to hide the source or destination of funds;
• illegal drugs, weapons, counterfeit goods, child sexual abuse material, human trafficking or any other illegal goods or services;
• attempts to interfere with, probe or reverse-engineer the Services other than through our responsible-disclosure program.

We may update this list by notice, and may treat any breach as grounds for immediate suspension.

10. Fees and taxes

You agree to pay the fees set out in your order form or the pricing schedule agreed with us. Unless agreed otherwise, we may deduct fees from Customer Assets as they fall due. Network fees are passed through at cost. We will give at least 30 days' notice of any fee increase. You are responsible for all taxes arising from your use of the Services, other than taxes on WayPay's own income.

11. Your End Users

You are solely responsible for your relationship with your End Users, including your own customer due diligence, your terms with them, crediting their accounts, refunds, complaints and disputes. You must give End Users any notices required by law about the use of WayPay, and you must not make any statement on WayPay's behalf that we have not approved. You will cooperate with our reasonable requests for information about End Users and transactions.

12. Data protection

Our handling of personal data is described in our Privacy Policy. Where you give us personal data about End Users or your staff, you confirm that you have a lawful basis and have given any required notices to share it with us for the purposes described in these Terms and the Privacy Policy.

13. Intellectual property and API license

WayPay and its licensors own all rights in the Services, the software, documentation and the WayPay name and logo. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to use the Services, API and SDKs during your subscription for your internal business purposes. You must not copy, resell, sublicense or create competing services from the Services. If you send us feedback, we may use it without obligation to you.

14. Availability and network events

We aim to keep the Services available at all times but do not guarantee uninterrupted service. We may carry out maintenance, and we will try to give advance notice of planned downtime. We do not control any blockchain network. Forks, congestion, protocol upgrades, smart-contract failures, or a network halt may delay or prevent transactions. Where a network forks, we decide in our discretion whether and how to support any resulting asset, and we are not obliged to credit you with any forked or airdropped asset.

15. Suspension and termination

• Either party may terminate these Terms for convenience on 30 days' written notice.
• We may suspend or terminate the Services immediately if you materially breach these Terms, if we are required to by law or a regulator, if we reasonably suspect fraud, sanctions exposure or illegal activity, or if continuing would expose WayPay to material legal, security or financial risk.
• After termination, and subject to any legal hold, completion of our compliance checks and payment of amounts you owe us, we will return remaining Customer Assets to a verified address you control within a reasonable time, normally within 30 days.
• Sections that by their nature should survive termination will survive, including sections 10, 11 and 13 and sections 16 to 22.

16. Disclaimers

Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, WayPay disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. Digital Assets are volatile and subject to risks including loss of value, network failure and regulatory change. You bear these risks.

17. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data; and (b) each party's total liability arising out of or relating to these Terms in any 12-month period is limited to the fees you paid to WayPay in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, your indemnity obligations, either party's fraud or willful misconduct, or WayPay's obligation to return Customer Assets held for you under section 15.

18. Indemnity

You will defend, indemnify and hold harmless WayPay and its officers, employees and agents from any third-party claim, fine or loss arising from your breach of these Terms, your violation of law, your End Users' activities, or the compromise of your Credentials, except to the extent caused by WayPay's own breach or negligence.

19. Confidentiality

Each party will keep the other's non-public business, technical and security information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or that must be disclosed by law or to a regulator.

20. Governing law and disputes

These Terms are governed by the laws of the State of Colorado, United States, without regard to its conflict-of-laws rules. The parties will first try in good faith to resolve any dispute through discussions between senior representatives for 30 days. If the dispute is not resolved, the state and federal courts located in Denver, Colorado have exclusive jurisdiction, and each party submits to their jurisdiction. Either party may seek urgent injunctive relief in any competent court.

21. Changes to these Terms

We may update these Terms from time to time. We will give at least 30 days' notice of material changes by email or in the console, unless a change is required sooner by law or for security. Continuing to use the Services after a change takes effect means you accept it. If you do not agree, you may terminate under section 15 before the change takes effect.

22. General

• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including network failures, cyber-attacks by third parties, acts of government, natural disasters or war.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor to our business on notice.
• Notices. We may give notice by email to your registered contacts or in the console. You must give notice in writing to our registered address.
• Entire agreement. These Terms, your order form and documents referred to in them are the entire agreement between the parties about the Services.
• Severability and waiver. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or joint venture.

23. Contact

WayPay Limited
1521 Blake St, Ste 47009
Denver, CO 80202, United States