Merchants Using PayBitoPro Pay Services

Disclaimer

The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non infringement. In no event shall the authors of the software, employees and affiliates of PayBitoPro, copyright holders, or PayBitoPro be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.

In no event will PayBitoPro or its affiliates, or any of its or their respective service providers, be liable to you or any third party for any use, interruption, delay or inability to use the software, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with this agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not we were advised of the possibility of such damages.

Intellectual Property

We retain all right, title, and interest in and to the Content and all of PayBitoPro’s brands, logos, and trademarks, including, but not limited to PayBitoPro, PayBitoPro Secure Bitcoin Wallet, PayBitoPro Wallet, PayBitoPro App and variations of the wording of the aforementioned brands, logos, and trademarks.

Severability

In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.

Binding Agreement

The terms and provisions of this Agreement are binding upon Your heirs, successors, assigns, and other representatives. This Agreement may be executed in counterparts, each of which shall be considered to be an original, but both of which constitute the same Agreement.

You assume any and all risks associated with the use of the Software. We reserve the right to modify this Agreement from time to time.

Collecting, Using and Sharing Information

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

Verification of Your Identity

In order to verify the information you submit via the account registration process. 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 we 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. For more information, please refer to our Privacy Policy from the website www.paybito.com.

Ownership of Services and 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 PayBitoPro website, the content displayed on the website, and other materials produced by and related to PayBitoPro. You are only permitted to use the Services and the PayBitoPro 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 PayBitoPro IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the PayBitoPro IP or any portion thereof, or use the PayBitoPro 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 PayBitoPro IP, nor shall you translate, reverse engineer, decompile or disassemble the PayBitoPro IP.

Advertising

By written mutual consent, we may publish your corporate name, artwork, text and logo (Merchant Content) on the PayBitoPro website and promotional materials to acknowledge you as our customer. 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:

1. will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights,
2. will not infringe any rights of publicity or privacy, and
3. will not be defamatory or obscene or otherwise violate any law.

Invoice Generation and Exchange Rate Guarantee

PayBitoPro’s hosted invoice UI shall be used. To create an invoice for your Purchaser, you may post a request to us to collect a specific amount in your local currency, such as Dollars or Euros, or in any of the supported cryptocurrencies. We will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Purchaser. We guarantee the exchange rate to you as long as the Purchaser pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each PayBitoPro invoice. While we guarantee the exchange rate as long as the Purchaser pays within such a 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 Purchaser 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 Purchaser earlier about the status of the invoice; please note that we are not liable for settling invoices with a payment that never receives six (6) block confirmations. We employ 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.

Fees

Merchant Fees

We charge service fees for merchants on our Starter Plan who have processed more than thirty transactions in a month or who have selected our Business or Enterprise plans (“Service Fees”). Merchants paying Service Fees will have these fees offset against their applicable ledger balances.

If you issue a full or partial refund to your customers, the miner fee amount will be deducted from your merchant ledger balance. The deduction will be added as a separate entry in your PayBitoPro ledger after the refund is executed.

Purchaser Fees

Network Costs

We 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 Purchaser. The Network Costs are not returned when a refund is executed. Purchaser has the discretion to decide to pay or not pay an invoice after it has been created.

Miner Fees

Cryptocurrency transactions may require a miner fee. These miner fees are automatically created by the Purchaser’s wallet and sent to the miner. These miner fees are not PayBitoPro fees. The miner fees paid to the Network are not returned when a refund is executed.

If a Purchaser would like to learn more about the applicable fees, please view our payment fee details. We reserve the right to change our fee structure and pricing. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change. Current pricing information is provided on the PayBitoPro website.

Methods of Settlement

We will verify the Purchaser’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 us 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.

Settlements in Local Currencies

Direct deposit to a bank account in a local currency is available to merchants located in certain countries. If you wish to receive direct deposit settlements, you must provide us with a 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 your wallet on a daily basis. 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.

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 us 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. We are 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, we can set a refund reserve. You can use the refund reserve to refund our invoices (e.g. when goods/services are not delivered) or to fund cryptocurrency payout requests. Once the refund reserve has been set, we do not settle the refund reserve amount. Pending refunds are deducted from your refund reserve. Pending refunds are deducted from the settlement amount if your refund reserve is zero (just like a refund reserve does).

Settlement Minimum

We settle once the settlement amount is above the settlement minimum. 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 PayBitoPro merchant dashboard. We incur miner fees to refund a payment. If the Purchaser requests a refund for a Payment Exception, PayBitoPro will deduct the miner fees from the refund amount.

Underpayments

Underpayments occur when the Purchaser 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. We will send an email to the Purchaser allowing the Purchaser to request a refund for the partial payment. The Purchaser 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 PayBitoPro merchant dashboard. In this case PayBitoPro 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's 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. we will send an email to the Purchaser allowing the Purchaser to request a refund for the excess funds. The Purchaser 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. Any payments sent to the expired address will show up in our system as an orphan payment. For more information or to resolve orphaned payments, either you or the Purchaser will need to reach out to our support team with the appropriate information.

Unsupported Payments

Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, or blockchains ("UP"). Purchasers should not pay any PayBitoPro invoice or send UPs to a PayBitoPro address. We assume absolutely no responsibility whatsoever in respect to UPs. If a Purchaser transmits a UP, the Purchaser may lose any perceived value in the UP. Additionally, you and the Purchaser agree that we assume no responsibility whatsoever in respect to that UP and you and the Purchaser will not be able to recover the UP from PayBitoPro.

Certain Deferrals

If we need to conduct an investigation or resolve any pending dispute related to your PayBitoPro 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.

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 Survival (mentioned in the Survival Section). You may close your PayBitoPro 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 transaction 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, we reserve the right to suspend your account, disabling processing capabilities.

Effect of Account Closure

If your PayBitoPro account is closed, you agree:

1. to continue to be bound by these Terms, as required.
2. to immediately stop using the Services,
3. that the license provided under these Terms shall end,
4. that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and
5. 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.

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.

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 PayBitoPro 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.

Miscellaneous

Entire Agreement

This Agreement including the Privacy Policy referenced herein, represents 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, and all other aspects of the business relationship between the parties, is construed, interpreted, and enforced under and in accordance with the laws of the state of California without regard to choice of law provisions. Vendor agrees, with respect to any litigation arising directly or indirectly out of, or that in any way relates to, this agreement, the business relationship or any other transaction, matter, or issue between the parties, to commence it exclusively in the state of California courts of Alameda county, California or the United States district court at San Francisco, California, and vendor by this agreement consents to the jurisdiction of these courts.

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 PayBitoPro account per the termination section of this agreement and discontinue your use of the Services.

Force Majeure

Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

Survival

The provisions of Security, Our Ownership of the Services and the PayBitoPro Website, (Advertising, Indemnification), No Warranties, Limitation of Liability, and Governing Law; Arbitration shall survive the termination of these Terms.