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 BChark Pay, COPYRIGHT HOLDERS, OR BChark Pay. 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 BChark Pay 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.
We retain all right, title, and interest in and to the Content and all of BChark Pay’s brands, logos, and trademarks, including, but not limited to, BChark Pay, BChark Pay –BChark Pay App, BChark Copay, BChark Pay Prepaid Card, and variations of the wording of the aforementioned brands, logos, and trademarks.
Choice of Law
This Agreement, and its application and interpretation, shall be governed exclusively by the laws of Canada, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the federal and provincial courts located in or near Quebec, Canada for any dispute arising under this Agreement.
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.
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.
TERMS UPDATED ON APRIL, 3 2020
- Our Services
ALT5Pay is a blockchain/cryptocurrency payment processor that enables you to accept cryptocurrencies as a payment method in exchange for goods or services you sell to your customers (“Shoppers”).
ALT5Pay is not a cryptocurrency exchange, nor does it provide cryptocurrency custody as part of the Acceptance Services. The Acceptance Services are only available to businesses that sell products or services and registered charitable organizations that accept donations.
By using the Acceptance Services, you authorize ALT5Pay to act as your agent and to take any and all actions that we think are necessary or desirable to provide the Acceptance Services and to comply with applicable laws and regulations. Payment by a Shopper to ALT5Pay is considered the same as payment made directly to you and limits the Shopper’s outstanding obligations to the extent of the payment.
- Contracting Entity and Regulatory Compliance
2.1 Contracting Entity
Unless you are located in one of the countries listed in the next sentence your relationship pursuant to these Terms is with Alt 5 Sigma Canada Inc., a Canadian corporation, having its principal offices at 17075 Leslie Street, Suite 7, Newmarket, Ontario, Canada L3Y 8E1.
2.2 Our Regulatory Compliance
ALT5Pay, Inc. is subject to Canadian and U.S. laws and regulations. This includes the Bank Secrecy Act, the economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the USA PATRIOT Act, and other anti-money laundering (AML) and anti-terrorist financing (ATF) laws. ALT5Pay, Inc. is also a registered Money Service Business with the Financial Transaction and Reports Analysis Centre of Canada (Fintrac) and the Financial Crime Enforcement Network of the U.S. Department of the Treasury (FinCEN) and is a licensed money transmitter in the U.S. states where applicable law requires it to be licensed. As required by applicable laws and regulations, ALT5Pay, Inc. maintains a comprehensive AML/ATF/Sanctions compliance program.
- Representations and Warranties
You represent and warrant that:
- The individual accepting these terms on behalf of the Merchant is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant hereto;
- You have all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and your use of the Acceptance Services;
- Your business entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify;
- Your use of the Acceptance Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;
- You ensure that your use of the Acceptance Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your customers;
- All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete.
- Your Merchant Account (“Account”)
4.1 Account Opening and Registration
ALT 5 Sigma Canada Inc. is a regulated financial services business and a licensed money transmitter in Canada and in the U.S. As such, we are required to collect certain information from Merchants to comply with anti-money laundering and anti-terrorist funding laws and regulations. Therefore, as part of establishing a ALT5Pay Merchant Account, at a minimum you will be asked to submit business-related information such as name, mailing address, physical address, phone number, email address, information relating to the ultimate beneficial owner(s) or the individual(s) having significant control over the business such as tax identification number and government-issued identification, legal name, fictitious name (i.e. DBA name), company website, bank account details to be used for settlement of transactions made using the Acceptance Services, the nature of your expected transactions, and your field of industry. You may be asked to submit additional information and/or documents to enable us to verify your identity and assess business risk, such as entity formation documentation, compliance program documentation, and information regarding your Shoppers.
The information you provide at the time of opening the Account must be accurate and complete, and you must inform us within ten (10) business days of any changes to such information. ALT5Pay has the right to reject your Account registration, to later close your Account, or to restrict the provision of the Acceptance Services to you if you do not provide and maintain accurate, complete and satisfactory information.
4.2 Transaction Processing Limits
ALT5Pay may impose daily and annual transaction processing volume limits per Account. If a limit is imposed and you wish to increase your limit, you will be required to apply for an upgrade from your Account dashboard (“Dashboard”) and provide us with documentation necessary to qualify for that upgrade. Depending on the upgrade request, you may be required to provide additional information and documentation. Requests will not be approved until all required documentation has been reviewed and the accuracy and authenticity of the information has been confirmed.
4.3 Shopper Verification
It is your responsibility to gather information on your customers/shoppers to meet any and all anti-money laundering rules and regulations of your industry and or country where you operate.
4.4 Prohibited Use and Business
4.4.1 Prohibited Use
In connection with your use of the Acceptance Services, and your interactions with other users and third parties, you agree you will not engage in the following Prohibited Uses. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories.
- Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, including applicable sanctions programs including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Dutch Sanctions Act, or which would involve proceeds of any unlawful activity; activity which would publish, distribute or disseminate any unlawful material or information.
- Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other customers’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual’s or entity’s access to or use of the Acceptance Services; use information of another party to access or use our computer systems, networks or sites, except in the case of specific Merchants which are specifically authorized by a user to access such user’s Account and information; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of ALT5Pay; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.
- Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
- Fraud: Actions which operate to defraud us, our users, or any other person; provide any false, inaccurate, or misleading information to us.
- Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of any ALT5Pay intellectual property, name, or logo, including use of ALT5Pay trade or service marks, without express consent from ALT5Pay or in a manner that otherwise harms ALT5Pay or any ALT5Pay brand; any action that implies an untrue endorsement by or affiliation with ALT5Pay.
4.4.2 Prohibited Business
In addition to the Prohibited Uses, the following categories of businesses, business practices, and items for sale are prohibited from the Acceptance Services. Most Prohibited Business categories are imposed by the requirements of our banking providers or regulators. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into a Prohibited Business category upon review of your onboarding documents.
4.5 Restricted Business
If you engage in any of the following categories of businesses, business practices, and items for sale, you will only be allowed to transact as expressly authorized by us and may be required to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories.
- Charitable organizations;
- Religious/spiritual organizations;
- Money Services Business as defined by FinCEN of the United States Department of the Treasury;
- Foreign and currency exchange services;
- Sale or trade of cryptocurrencies;
- Transactions associated with purchases of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products; and
- Transactions involving gambling or any activity requiring an entry fee and a prize, including but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, if you and your Shoppers are located exclusively in jurisdictions where such activities are permitted by law.
4.6 Guarding Your Password
You will choose a password when registering for your Account. You are responsible for maintaining the confidentiality of your password and Account access credentials. You are fully responsible for all activities that occur with the use of your password or Account. Please notify us immediately if you become aware of any unauthorized use of your password or Account or any other breach of your security which may compromise your password or Account. You may not allow third parties or unauthorized users to use your Account. 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.
4.7.1 Our Obligations
Pursuant to applicable laws and regulations, ALT5Pay is required to maintain records of all documentation and information related to your Account for the duration that your Account is active and after your Account is closed.
4.7.2 Your Obligations
Pursuant to applicable laws and regulations, you are required to maintain all records needed to fulfill orders for goods or services and provide post-sale support to your Shoppers. If the sale of an item requires a government registration of the sale, you are responsible for such registration.
4.7.3 Request for Documentation and Right to Inspect Records
ALT5Pay or its auditors, an appropriate regulator, or other relevant competent authority may request to obtain and inspect certain of your business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If you refuse such a request, we reserve the right to suspend or terminate your Account.
4.7.4 Information Sharing
You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies. We hereby also authorize you to share information about us and our Acceptance Services to you with law enforcement, regulators and government agencies.
4.8 Account Suspension and Closure
4.8.1 Your Right to Close Your Account
You may close your Account anytime. 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.
4.8.2 Our Right to Decline, Suspend, or Close Your Account
Additionally, if your Account does not have a paid transaction for more than twelve consecutive months, we reserve the right to suspend the Account and automatically disable processing capabilities. You will receive information about the process to reactivate the Account.
4.8.3 Effect of Account Closure
If your Account is closed for any reason, you agree: (a) to continue to be bound by surviving portions of these Terms, (b) to immediately stop using the Acceptance Services, (c) that the license provided under these Terms shall end, (d) to remove from your website, apps and marketing materials and will discontinue using any ALT5Pay service marks, logos or other branding, (e) that we will retain certain information and Account data as required under applicable laws and regulations, and (f) that we shall not be liable to you or any third party for termination of access to the Acceptance Services, closure of an Account, or retention of information or Account data.
- Your Use of Third-Party Services
In using the ALT5Pay website or the Acceptance Services, you may separately be offered additional services, products or promotions by third parties. If you decide to use any of 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 third-party services and are not responsible for the performance of third-party services.
- Security and Wallet Security
We have implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. Our security measures include risk assessments and controls for the following: application and system access, system and application development and maintenance, acceptable use, data classification, incident response, disaster recovery and business continuity, and security training. We cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law. If we reasonably suspect or we become aware of a breach of our security measures that may have impacted you, your Account or your information, we will provide you with notice within 72 hours of gaining such suspicion or becoming aware of such breach. Such notice will be provided to your email address included in your Merchant profile.
6.2 Digital Wallet Security
Shoppers sending cryptocurrency payments and Merchants receiving settlements in cryptocurrency need to have a digital wallet. A digital wallet is a piece of software enabling a user to store encrypted private keys, used to sign transactions to access funds. A custodial digital wallet constitutes an account where third parties serve as financial intermediaries or custodians of a user’s cryptocurrencies. A custodial wallet provider stores the user’s private keys and thus has control over the user’s funds. A non-custodial digital wallet does not constitute an account where third parties serve as financial intermediaries or custodians of a user’s cryptocurrencies. A non-custodial wallet provider administers only the technical platform to store a user’s private keys, but has no control over or access to the private keys, and therefore no control over or access to the user’s funds.
ALT5Pay is not responsible for, and cannot assist with recovery of, a loss of cryptocurrency funds incurred by a Merchant or Shopper if a wallet is compromised, for example due to loss of or unauthorized access to private keys, accidental sharing of a backup, a bug in the user’s device or the wallet software, or a malicious attack on the wallet software.
In the event your account balance gets settled to a wallet that becomes compromised or inaccessible, or in the event a Shopper’s wallet becomes compromised or inaccessible, it is up to you to decide how to handle any inquiries or potential claims. ALT5Pay does not get involved in resolving such issues.
- Privacy and Data Protection
Our Privacy Notice is available at ALT5Pay.com, and is incorporated by reference into these Terms.
- Ownership and Use of Services and Intellectual Property
8.1 Our Ownership of the Services and ALT5Pay Website
You agree and acknowledge that we own all right, title, and interest in the Acceptance Services, the associated software, technology tools and content, the ALT5Pay service marks and logos, the ALT5Pay website, the content displayed on the website, and other materials produced by ALT5Pay (collectively, “ALT5Pay IP”). You are only permitted to use the Acceptance Services and ALT5Pay IP to offer the Acceptance Services to your Shoppers, according to these Terms. We grant you a personal, limited, revocable, non-exclusive and non-transferable license to use ALT5Pay IP. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare ALT5Pay IP or any portion thereof, or use ALT5Pay 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 ALT5Pay IP, nor shall you translate, reverse engineer, decompile or disassemble ALT5Pay IP.
8.2 Use of ALT5Pay Marks
While you have an active Account with ALT5Pay, you may use those ALT5Pay Marks that are made available to you by us through our Brand Guidelines and strictly subject to your use being consistent with the Brand Guidelines. Any and all goodwill arising from your use of the ALT5Pay Marks will inure to our sole and exclusive benefit. We reserve the right to update the ALT5Pay Brand Guidelines from time to time, and you are responsible for maintaining compliance with the then current version, provided that you have up to sixty days following an update to make any necessary changes. We will make commercially reasonable efforts to provide notice of any changes to the Brand Guidelines. The Brand Guidelines are available via our website at brand.ALT5Pay.com. Without waiving any rights that may be available to us, if we determine that you are using any ALT5Pay Marks inconsistent with the Brand Guidelines or in a manner that we reasonably determine is objectionable, we will provide you with notice and you agree to promptly discontinue the objectionable use. Failure to discontinue objectionable uses or repeated violations of the Brand Guidelines will be deemed a breach of this Agreement.
- Advertising and Marketing
You represent and warrant to us that you have the right to provide the Content to us, and that the use, copying, modification and publication of the 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 otherwise violate any law.
10.1 Invoice Generation and Competitive Exchange Rate Guarantee for Your Shopper
In order to accept a cryptocurrency payment, you need to create a payment request (“Invoice”) using the Acceptance Services, based on the amount you want to collect in your settlement currency, such as U.S. Dollars, Canadian Dollars or Euros, or in any of the supported cryptocurrencies. ALT5Pay’s hosted invoice user interface must be displayed to the Shopper during checkout.
When ALT5Pay processes payments, we use ALT5Pay’s Best Bid (“BBB”) rate. We guarantee the exchange rate for the Shopper as long as the Shopper pays within the proper time window after the Invoice is created. Invoice timeout information is clearly displayed on each ALT5Pay Invoice.
10.2 Invoice Completion
An Invoice is considered “complete” by us if it has been fully paid by the Shopper, the corresponding transaction has reached our required number of block confirmations, and the payment has been credited to your Account ledger.
The number of confirmations required for a transaction depends on several factors, including the blockchain being used and our internal analysis of risk. We employ risk mitigation techniques to detect fraudulent payments, such as payments that are at risk of never receiving the required number of block confirmations. However, these measures do not completely eliminate the risk associated with unconfirmed payments.
A confirmed Invoice means that payment has been made and the required block confirmations have occurred, such that the transaction has passed our risk validation measures, but it still needs to be credited to your Account ledger.
You have the option to inform your Shopper that you have accepted the Invoice as paid before ALT5Pay deems the Invoice completed, e.g. an Invoice payment that is not confirmed. ALT5Pay is not liable for settling Invoices which are not considered fully paid and complete. In other words, if you accept a payment before it is credited by us to your Account ledger, we are not required to settle to you if we determine that the payment was fraudulent or otherwise invalid. Your Dashboard will display the current status for each payment (i.e., “paid”, “confirmed”, “complete”, “overpaid”, “underpaid”, “refunded”, or “invalid”). Payments that may be fraudulent will be identified in the Dashboard as invalid, which reflects that they have failed to achieve any block confirmations in the applicable blockchain. The failure to achieve block confirmations could also occur for reasons other than fraud (e.g. the payment was sent with insufficient miner fees).
10.3 ALT5Pay Supported Cryptocurrencies
ALT5Pay may add new cryptocurrencies to the Services. Additional cryptocurrencies will be added to the Services on an opt-out basis, such that they will be enabled by default unless you instruct ALT5Pay to disable them. In addition, there may be circumstances that cause ALT5Pay to decide to remove a particular cryptocurrency as a payment option.
11.1 General Procedures
ALT5Pay can facilitate cryptocurrency refunds to Shoppers 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 based upon the value in which the relevant goods and/or services were priced (pricing currency) or the amount of the applicable cryptocurrency used to pay the Invoice (payment currency). Refunds will be remitted in the same cryptocurrency used to pay the Invoice. If you do not have enough funds in your Account to cover pending refund requests, we may require you to make a bank deposit to an account specified by us. Any required currency conversion during the refund process will be calculated at a spot rate determined by us.
11.2 Disclosure of Merchant Refund Policy
ALT5Pay is not responsible for merchant refund policies, or for verifying that such policies conform to applicable law. We suggest merchants provide a clear refund policy to 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). For refunds in amounts based upon the fiat pricing currency (i.e. the fiat price for the applicable goods/services), ALT5Pay will convert the value of the currency in which the item was priced to the applicable cryptocurrency using the exchange rate at the time the refund is sent to the Shopper.
12.1 Shopper Complaints
If we receive a complaint from a Shopper and it relates to you or the purchased goods/services, we will send it to you for resolution. We reserve the right to terminate Merchant accounts that receive excessive complaints.
12.2 Merchant Complaints
Merchants that wish to register complaints regarding our Acceptance Services should contact us via [email protected]
13.1 Methods of Settlement
ALT5Pay will clear payments from your Shoppers to you over the cryptocurrency peer-to-peer payment network and credit your Account ledger, according to your settlement preferences that you established in your Dashboard. The debits and credits to your Account ledger are funds temporarily held by ALT5Pay until settlement to your bank account and/or wallet can take place. You can receive settlement in a local currency, in any of the supported cryptocurrencies, or in a mixture of both, and we have no right to impose any cryptocurrency over local currency, as your choice in this respect supersedes any of our preferences.
An Account ledger will be created for each currency selected for settlement pursuant to your settlement preferences. If you change your settlement preferences, those changes will be effective for Account ledger balances that are received after the date of the change. Any Account ledger balances dating from before the preference change will settle pursuant to your pre-change settlement preferences.
13.2 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, nor will we be liable or responsible for any errors in the account or address information that you have provided to us.
13.3 Settlements in Local Currencies
Direct deposit to a designated bank account in fiat currency is available to Merchants located in certain countries. If you wish to receive direct deposits, you must provide valid bank account information and keep such information current. Each business day, we will send a direct deposit to your bank account to clear out your accumulated Account ledger balance, provided that (a) the settlement minimums are met, and (b) funds will be deposited in your bank account within two business days following the settlement order. We reserve the right to charge you applicable wire fees.
13.4 Settlements in Supported Cryptocurrencies; Disclosure of Material Risks
If your settlement preference includes cryptocurrency settlement, any supported cryptocurrency accepted by ALT5Pay on your behalf must be settled to a cryptocurrency wallet that you provide. Payments in any of the supported cryptocurrencies will be sent to your designated wallet address, generally by the end of the day following the relevant transaction (as determined in U.S. Eastern Standard or Daylight Time, as applicable) and provided that the settlement minimum is met. We are not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.
You assume the volatility risk of the cryptocurrencies in which settlement occurs. If any of the supported cryptocurrencies are the chosen settlement medium, you assume the volatility risk of the cryptocurrency value.
ALT5Pay 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.
13.5 DISCLOSURE: Material Risks of Virtual Currency Disclosure
While there are 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), ALT5Pay discloses the following:
- Virtual Currency (like Bitcoin) is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;
- Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency;
- Transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the Shopper initiates the transaction;
- The value of Virtual Currency may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear;
- There is no assurance that a Person who accepts a Virtual Currency as payment today will continue to do so in the future;
- The volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time;
- The nature of Virtual Currency may lead to an increased risk of fraud or cyber attack;
- The nature of Virtual Currency means that any technological difficulties experienced by ALT5Pay may prevent the access or use of a Shopper’s Virtual Currency; and
- Any bond or trust account maintained by ALT5Pay for the benefit of its Merchants may not be sufficient to cover all losses incurred by customers.
13.6 Refund Reserve
Upon your direction, we can set a refund reserve on your Account. The purpose of the refund reserve is to make sure there is always a buffer of funds available on your Account to cover pending refunds (e.g., when goods/services are not delivered).
If no refund reserve is set, pending refunds will be deducted from the balance on your Account, which is settled daily by us. If a refund reserve is set, we will only settle the pending balance sitting on top of the refund reserve amount. If there is no balance to be settled, we will use the funds available in your refund reserve to cover pending refund requests from your Account. If the refund reserve is being used, any incoming deposits to your Account would first refill the reserve up to the amount defined (incoming deposits are Invoices paid by Shoppers and/or bank deposits from you to an account specified by ALT5Pay). Refund reserve values are established and maintained in fiat currency only.
13.7 Settlement Minimum
ALT5Pay settles the accumulated balance on your Account ledger if it is above the minimum amount defined for the settlement currency selected on the Dashboard.
Cryptocurrency transactions typically incur miner fees. These fees are automatically created by cryptocurrency wallets in order to broadcast a transaction on a given blockchain network. These fees are paid to cryptocurrency miners (and their operators) that process transactions and maintain the respective network.
Miner fees are variable depending on network conditions and the desired confirmation speed for the transaction. If a cryptocurrency network gets congested, the minimum required miner fee will be higher to ensure the transaction can be reliably processed on the network. Using a lower-than-average miner fee can put a transaction at risk of slow confirmation or no confirmation at all.
ALT5Pay Network Costs
ALT5Pay network costs are additional fees incurred by ALT5Pay in aggregating received payments and settling such payments to merchants. Network costs are based upon the miner fees that ALT5Pay incurs in providing its Services. Therefore, if miner fees rise, network costs also rise.
14.2 ALT5Pay Processing Fees
We charge you a processing fee for each Invoice successfully processed through your Account. These fees are deducted from your Account ledger balances (net settlements). ALT5Pay’s processing fee is listed for each Invoice in your Dashboard and in the API output. We reserve the right to change our processing fee. We will provide not less than thirty (30) days’ advance notice of such a change, and your continued use of the Acceptance Services following the period of advance notice of the fee change constitutes your acceptance of such change. Current pricing information is provided on the ALT5Pay website..
14.3 Refund Fees on Successful Payments
14.3.1 Refund Fees on Successful Payments for ALT5Pay, Inc. Merchants
Unless you instruct us otherwise, if you issue a full or partial refund on a successful payment, we will deduct the miner fee used to send such a refund from the amount of cryptocurrency that is refunded to the Shopper (i.e. the Shopper will bear this miner fee). If you choose to bear the miner fee for such a refund, this miner fee deduction will appear as a separate entry in your Account ledger after the refund is executed. We recommend that you disclose to Shoppers in your refund policy if they will bear miner fees on refunds of successful payments.
You agree to indemnify ALT5Pay, 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 any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.
- No Warranties
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE PROVIDE THE ACCEPTANCE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE ACCEPTANCE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE ACCEPTANCE 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 ACCEPTANCE 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 ACCEPTANCE 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
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY 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 ACCEPTANCE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. FOR CUSTOMERS CONTRACTING WITH ALT5PAY, WHILE THIS LIMITATION OF LIABILITY DISCLAIMS LOST PROFITS AND OTHER INDIRECT DAMAGES, ALT5PAY. DOES NOT OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE ACCEPTANCE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.
IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE ACCEPTANCE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE ACCEPTANCE 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 APPLICABLE LAW.
You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Acceptance Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.
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.
Should any provision of the Terms be determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms.
A party’s failure to assert any right or provision in the 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.
18.5 Entire Agreement
The Terms, including other of ALT5Pay’s terms referenced herein, represents the entire understanding between you and us. Headings are included for convenience only and shall not be considered in interpreting the Terms.
Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. ALT5Pay may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Dashboard. Notices to ALT5Pay may be sent to ALT 5 SIGMA CANADA INC, 17075 Leslie Street, Suite 7, Newmarket, Ontario, Canada L3Y 8E1, Attn: General Counsel, [email protected].
18.7 Governing Law; Arbitration; Waiver of Class Action
18.7.1 Governing Law
To the extent that your relationship is with ALT 5 Sigma Canada, Inc., these Terms are governed by the laws of the Ontario, Canada.
18.7.2 Dispute Resolution for Contracts with ALT 5 Sigma Canada, Inc.
If your contractual relationship is with ALT5Pay, Inc. and a disagreement or dispute arises that in any way involves the Acceptance Services or the Terms and cannot be resolved between the parties with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding arbitration selected by ALT5. The arbitration shall be conducted in the English language.
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.
18.8 Updates to Terms
We may make changes to these Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms. We will provide email or similar notification if material changes are made to these Terms. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
18.9 Force Majeure
Neither party 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, non-performance of our vendors or suppliers, acts of God, pandemics, 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.
A party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in these Terms. Confidential Information shall include without limitation, information accessed via the ALT5Pay API, technical specifications and processes of each party, and all Merchant data. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of the Confidential Information.
Notwithstanding the foregoing, a party may share Confidential Information with an affiliate in the event that the other party requests services from such affiliate and such affiliate shall be bound by this Section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of these Terms or until such time as such information becomes public information through no fault of the receiving party.
The provisions of Sections 3 (Representations and Warranties), 4.8.3 (Effect of Account Closure), 6 (Security and Wallet Security), 7 (Privacy), 8 (Ownership and Use of Services and Intellectual Property), 9 (Advertising and Marketing), 10.5 (Delayed Settlement), 15 (Indemnification), 16 (No Warranties), 17 (Limitation of Liability), and 18 (Miscellaneous) shall survive the termination of these Terms.
18.12 No Joint Venture or Agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any joint venture between the Parties, and other than the limited agency established in Section 1, nothing is intended to establish either Party as an agent of the other.
18.13 Business Days Defined
For the purposes of these Terms, a business day shall be standard business hours on any day excluding Saturday or Sunday and as to ALT 5 Sigma Canada Inc.