TERMS OF SERVICE
Last Updated and Effective Date: May 31st, 2019
These Terms of Service govern your access to and use of our Services, including but not limited to our various websites, wallets, mobile applications, APIs, libraries, notifications, applications, and any other covered services that link to these Terms (collectively, the “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services.
Terms are made effective by and between PayApi Escrow OÜ aka PayApi or payapiescrow.com, operating under the laws of Estonia and registered with business ID 14364697 (“PayApi”) and you, the entity and/or individual, who enters into this Agreement (“Client”). This Agreement and the Privacy Policy, and any other related policies, procedures, agreements or instructions linked or available on the Services, sets out the terms and conditions (“Terms”) under which Client may utilize the Services as defined below.
Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms. If you do not agree to these Terms and/or Privacy Policy, please discontinue to use and access any of the Services and remove any and all material related to the Services.
Recitals
WHEREAS, PayApi provides auditing and escrow services; payment routing and processing services; wallet services, e-money services, and digital currency services*; data processing; anti-fraud detection; and potential additional services (the “Service”); and
WHEREAS, PayApi wishes to provide the Service to Client so that Client may utilize the Service.
* You should be aware that the risk of loss in trading or holding digital currencies can be substantial. As with any asset, the value of digital currencies can go up or down and there can be a substantial risk that you lose money when buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding digital currencies is suitable for you in light of your financial condition. *
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Agreement
1. ELIGIBILITY.
To be eligible to use any of the Services, you must be at least 18 years old and reside in a country in which the relevant Services are accessible. Please note that not all Services are available in every country. The currently active list of countries for the Services in general is: all other countries except USA, Canada, Australia, China, Singapore. Please notice that exceptions may exist depending on the sub-service in question and that the list in this Agreement is not to be considered final; changes may happen from time to time.
2. SERVICES.
During the term of this Agreement, PayApi shall use its commercially reasonable efforts to provide the Service 24/7 consistent with its practices in effect as of the date of this Agreement. However, the parties acknowledge that the Service is computer network based services which may be subject to outages and delay occurrences. In such an event, PayApi shall use its commercially reasonable efforts to diligently and promptly remedy any and all material interruptions. PayApi will not be liable in any manner for any interruptions, outages, or other delay occurrences relating to the Service. All Services are provided to Client without any warranties and AS IS. Using our Services may occur fees, which are non-refundable and payable immediately.
2.1 E-Money Services. PayApi may provide following e-money services (the "E-Money Services") to you:
- a hosted digital wallet system enabling you to store digital assets, such as cryptocurrencies or other electronic money (the "Wallet" and "E-Money" respectively);
- and certain payment services enabling you to send and receive E-Money.
The E-Money Services are regulated by the Estonian Financial Intelligence Unit (“EFIU”). PayApi is an authorised electronic money institution authorised and regulated by the EFIU with license numbers FRK000705 & FVR000807.
2.2 Digital Currency Services. PayApi may provide following services (the "Digital Currency Services") to you:
- one or more hosted digital currency wallets enabling you to store, track, transfer, and manage your balances of certain supported digital currencies(the "Wallet" and "Digital Currency" respectively);
- and a Digital Currency exchange service enabling you to obtain prices for your purchases and sales of Digital Currencies, and (subject to certain restrictions) carry out any such purchases or sales on out platform.
2.3. Crypto Shop aka Coin Shop. PayApi may provide Client a possibility to purchase coins or tokens via the Wallet system. This service is provided for convenience without any warranties whatsoever. Using this system may occur a fee, which is non-refundable and payable immediately. These fees may include, but are not limited to, purchase handling fee, sales handling fee, any potential 'price stabilization' fees among others.
2.3.1. The availability for the coin to purchase is subject for change. PayApi retains rights to cancel any purchase afterwards with a full refund.
2.3.2. PayApi does not provide any guarantees to the market price of the coin or token, except a potential extra service for 'price stabilization', which is purchased and selected at the time of the purchase. PayApi does not give any guarantees to the future development of the coin or token and does not advise to purchase if you are uncertain.
2.3.3. The "Guaranteed Price Sell-back" option or equivalent, is provided as an extra service for Client's convenience. The service has a non-refundable fee, which is subject for payment at the time of the purchase. The sell-back option expires within selected amount of days per Client's selected option. The option, once selected, cannot be changed later.
2.3.4. The Value Added Tax will be added to all purchases according to current regulations. 2.3.5. The Crypto Shop purchase happens in accordance to Estonian laws and the purchase service, including potential fees, is provided within PayApi offices in Estonia. The Value Added Tax and any other taxes are added according to this location.
2.4. Games. Various partner games may be integrated with the wallet system. Using these games or applications is subject to their respective end-user license agreement or terms and conditions. By using the game, Client acknowledges that she/he has understood their terms and any infringement, big or small, may cause termination and/or suspension of their wallet account. Each game is provided by the third party, and they operate the game as they wish. PayApi does not provide any guarantees or warranties towards using the game. Using any game may incur a fee, which is non-refundable and payable immediately.
2.5 Additional Services. In addition to the core services as listed above, certain other services ("Additional Services") may be made available by PayApi to Client. These services may be made available from time to time. 2.6. Fees. Using the Services may be subject for a fee. The fee is non-refundable and payable immediately. Depending on the fee, the current Value Added Tax will be added. The Client acknowledges that using the Service is subject for fee and the Client commits to pay the fees without any delays.
3. ACCOUNT SETUP.
3.1. Registration of Account. To use the Services, you may need to register for an account (a "Account") by providing your name, email address and a password and accepting the terms of this Agreement. By using the Account, you agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior approval from PayApi in accordance with Section 3.2 and 4.10 of this Agreement. You are fully responsible for all activity that occurs under your Account. We may, in our sole discretion, refuse to open an Account for you, or limit the number of Accounts that you may hold or suspend or terminate any Account or the trading of specific Digital Currency in your account at any point with any advance notice.
3.2 Third party Access. If, to the extent permitted by Section 4.10, or as otherwise permitted by PayApi from time to time, you grant express permission to a third party to access or connect to your Account(s), either through the third party's product or service or through the Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Account(s) and any action of such third party shall be considered to be an action authorised by you. Further, you acknowledge and agree that you will not hold PayApi responsible for, and will indemnify PayApi from, any liability arising out of or related to any act or omission of any third party with access to your PayApi Account(s). You may change or remove permissions granted by you to third parties with respect to your Account(s) at any time through the tabs on the ‘Security’ page on the Site.
3.3 Identity Verification. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 2 (Verification Procedures and Limits) and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to start using the Services and to access specific Services, including certain transfers of E-Money and Digital Currency, and the limits that apply to your use of the Services may be altered as a result of information collected on an ongoing basis. The information we request may include certain personal information including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details. In providing us with this or any other information that may be required, you confirm that the information is accurate and correct and you agree to keep us updated if any of the information you provide changes. We will treat this information in accordance with Section 11 (Data Protection).
* You authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits. *
4. PAYMENT SERVICES
4.1 Deposits. You may be able to load funds into your Wallet using one of the payment methods available on the Site, such as a credit or debit card or bank transfer (your Wallet will show loaded funds once we have received them). Loading of funds may be done manually, or as part of a recurring transaction that may be available on your Account (see Section 5.10 below for more details). When funds are loaded into the Wallet your wallet will be updated accordingly. The Wallet is not a deposit or investment account which means that your loaded funds will not be protected by the Financial Services Compensation Scheme. PayApi will only hold funds received from users in a designated safekeeping account with a regulated financial institution. E-Money held in an Wallet will not earn any interest. Your Wallet may hold E-Money denominated in different currencies and we will show the E-Money balance for each currency that you hold. If made available to the Client.
4.2 Purchase or Sale of Digital Currency. You may purchase supported Digital Currency by using E-Money credited to your Wallet or via direct purchase form. To carry out a Digital Currency Transaction using E-Money, you must follow the relevant instructions on the Site. A Digital Currency Transaction using E-money should normally be settled no later than 1-2 business days after we receive your instructions and have verified the payment. You authorise us to debit E-Money from your E-Money Wallet. Although we will attempt to deliver Digital Currency to you as promptly as possible, E-Money may be debited from your E-Money Wallet before Digital Currency is delivered to your Digital Currency Wallet. You may sell Digital Currency in exchange for E-Money. You authorise us to debit your Digital Currency Wallet and credit your E-Money Wallet with the relevant amount of E-Money.
4.3 Receipt of Instructions. If we receive instructions from you to purchase Digital Currency using E-Money, the system will conduct certain checks and process the order in a sequence. There is no lead-time or guarantees whatsoever as when this process will be made, however, the system will try to do this as soon as possible.
4.4 Revocation. When you give us instructions to carry out a Digital Currency Transaction using E-Money, you cannot withdraw your consent to that Digital Currency Transaction unless the Digital Currency Transaction is not due to occur until an agreed date in the future e.g. if you have set up Future Transactions (see Section 5.10 below for more details). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is due to take place. To withdraw your consent to a Future Transaction, follow the instructions on the Site.
4.5 Unsuccessful Payments. If a payment to load funds into your E-Money Wallet is not successful, you authorise PayApi, in its sole discretion, either to cancel any related Digital Currency Transactions or to debit your other payment methods, including balances or other linked accounts, in any amount necessary to complete the Digital Currency Transactions in question. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, or similar fees charged by your payment provider.
4.6 Account Information. You will be able to see your Wallet balance and your transaction history using the Site, including (i) the amount (and currency) of each Digital Currency Purchase, (ii) a reference to identify the payer and / or payee (as appropriate), (iii) date of each Digital Currency Purchase (as appropriate).
4.7 Withdrawals. You may redeem all or part of any E-Money held in your E-Money Wallet at any time by selecting the relevant option in the Site and following the instructions. Unless agreed otherwise, funds will be transferred to the bank account you have registered with us. If this Agreement is terminated, we will redeem any E-Money remaining in your E-Money Wallet and transfer funds to the bank account you have registered with us. Prior to redeeming E-Money from your E-Money Wallet, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes. This may mean you are prevented or delayed from withdrawing E-Money until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements.
4.8 Unauthorised and Incorrect Transactions. Where a purchase of Digital Currency and / or redemption of E-Money is initiated from your E-Money Wallet using your credentials, we will assume that you authorised such transaction, unless you notify us otherwise. If you believe that a transaction using your E-Money Wallet has been carried out that you did not authorise (an "Unauthorised Transaction"), or if you have reason to believe that a transaction using your E-Money Wallet has been incorrectly carried out or is not complete (an "Incorrect Transaction"), you must contact us as soon as possible, and in any case no later than 1 month after the Unauthorised Transaction or Incorrect Transaction occurred. It is important that you regularly check your Wallet balance and your transaction history to ensure any Unauthorised Transactions or Incorrect Transactions are identified and notified to us at the earliest possible opportunity. We are not responsible for any claim for Unauthorised Transactions or Incorrect Transactions unless you have notified us in accordance with this Section 4.8, in which case Section 4.9 below sets out our respective responsibilities. As further described in Section 4.9 below, we are not responsible for any claim for Unauthorised Transactions or Incorrect Transactions if you have acted fraudulently, intentionally or with gross negligence and this has resulted in the Unauthorised Transactions or Incorrect Transactions. During any investigation of any actual or potential Unauthorised Transactions or Incorrect Transactions, we reserve the right to suspend your Account to avoid further losses.
4.9 Refund Rights. Unauthorised Transactions. If an Unauthorised Transaction occurs as a result of our failure, we will refund you the amount of that transaction and restore your Wallet to the state it would have been in had the Unauthorised Transaction not taken place. Generally, you will not be liable for losses incurred after you have notified us of the Unauthorised Transaction or if we have failed at any time to provide you with the means for notifying us. You will be fully liable for any losses you incur in respect of an Unauthorised Transaction which arises from the use of lost or stolen credentials (for example when you have failed to keep the login details for your Account secure). In addition, if you are fraudulent, or you intentionally or negligently fail to carry out your obligations under this Agreement and this results in Unauthorised Transactions (for example, if you deliberately share your email and password with a third party, or are grossly negligent in keeping your email and password secure, in both cases other than in accordance with Sections 3.2 and/or 4.10), you will be liable for all resultant losses incurred as a result of any such Unauthorised Transactions. Where there is a dispute between us and you regarding whether or not a transaction is an Unauthorised Transaction, we may (but are not obliged to) temporarily credit your Wallet whilst we settle the dispute. Where we determine that the transaction was authorised, we may reverse that credit and correct errors made in any statement of Wallet without prior notice to you, although please note that during this period your Wallet may be temporarily locked to avoid further Unauthorised Transactions. You will also be liable to us (as a debt) for any E-Money you have transferred which was temporarily credited to your Wallet. Incorrect Transactions. Where an Incorrect Transaction is made as a result of our action or error we shall refund to you the amount of that transaction without undue delay and restore your Wallet to the state in which it would have been had the Incorrect Transaction not taken place. We will also endeavour to provide you with reasonable notice where possible. We will also pay any charges for which we are responsible, excluding any interest which you can show that you have had to pay as a consequence of any Incorrect Transaction. Irrespective of our liability, on your request, we shall try to trace any Incorrect Transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such transactions or be able to allocate resources to do the trace.
4.10 Appointment of Regulated Third Parties. You may, as set out in Section 3.2, appoint appropriately regulated third parties to access your Wallet ("Regulated Third Parties"). If you do, you should be aware that by virtue of such access, that Regulated Third Party may access your transactional and other data, and / or may initiate transfers from your Wallet. You will be liable for any actions that any Regulated Third Parties take on your Account, as further set out in Section 3.2 above. We reserve the right to refuse access to any Regulated Third Parties, as set out in Section 4.11 below.
4.11 Refusing to deal with Regulated Third Parties. We may refuse access to Regulated Third Party for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent access to your Wallet. In such cases, unless we are prohibited by applicable law, we will inform you that that Regulated Third Party's access has been denied and the reasons why. We will permit access again once we are satisfied that the reasons for refusing access no longer exist.
4.12 Consent. By opening an Account with us you provide your explicit consent to us providing payment services (i.e. the E-Money Services) to you. You can withdraw this consent at any time by closing your Account. For the avoidance of doubt, this consent does not relate to our processing of your personal information or your rights under and in accordance with data protection law and regulations. Please see Section 11 (Data Protection) below and our Privacy Policy for information about how we process your personal data, and the rights you have in respect of this.
6. TRANSACTIONS LIMITS AND ENHANCED DUE DILIGENCE
6.1 Transactions Limits. The use of all Services is subject to a limit on the volume, stated in fiat currency or Digital Currency, you may transact or transfer in a given period (e.g. daily, monthly). Please see Appendix 2 (Verification Procedures and Limits) for further details. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@payapiescrow.com.
6.2 Enhanced Due Diligence. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with PayApi staff if you wish to raise your limits ("Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance so that you can decide whether you wish to proceed with the request. In our discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
6. TRANSACTIONS LIMITS AND ENHANCED DUE DILIGENCE
6.1 Transactions Limits. The use of all Services is subject to a limit on the volume, stated in fiat currency or Digital Currency, you may transact or transfer in a given period (e.g. daily, monthly). Please see Appendix 2 (Verification Procedures and Limits) for further details. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@payapiescrow.com.
6.2 Enhanced Due Diligence. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with PayApi staff if you wish to raise your limits ("Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance so that you can decide whether you wish to proceed with the request. In our discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
7. SUSPENSION, TERMINATION, AND CANCELLATION.
7.1 Suspension, Termination and Cancellation. We may: (a) refuse to complete, or block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Account), (b) suspend, restrict, or terminate your access to any or all of the Services, and/or (c) deactivate or cancel your Account with immediate effect for any reason, including but not limited to where: we reasonably believe that we need to do so in order to protect our reputation; we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction; we reasonably suspect you of acting in breach of this Agreement; we reasonably suspect you have breached our ‘Behaviour Policy’ or our ‘Policy on Prohibited Use, Prohibited Businesses and Conditional Use’ (as set out in Appendix 1); we have concerns that a transaction is erroneous or about the security of your Account or we suspect the Services are being used in a fraudulent or unauthorised manner; we suspect money laundering, terrorist financing, fraud, or any other financial crime; use of your Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; and / or you take any action that may circumvent our controls such as opening multiple Accounts or abusing promotions which we may offer from time to time. We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient E-Money in your Wallet and / or insufficient Digital Currency in your Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your Account or Wallet is declined.
7.2 If we refuse to complete a transaction and / or suspend, restrict or close your Account, and / or terminate your use of Services, we may (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your Account we may lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction. We may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate or cancel your Account, without reason, at any time, by giving you 1 months’ notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
7.3 Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which PayApi is subject in any jurisdiction, you are permitted to access your Account for: ninety (90) days thereafter for the purposes of transferring Digital Currency and/or your Wallet(s); and/or at any point in the six-year period commencing with the date of the termination of the Agreement for the purposes of transferring E-Money. You are not permitted to use the Services or your Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Site for you accordingly. If we suspend or close your account or terminate your use of Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 3.3 (Identity Verification) before permitting you to transfer or withdraw Digital Currency or E-Money. You may cancel your Account at any time by withdrawing all balances and sending as an Account closing request at support@payapiescrow.com. You will not be charged for cancelling your Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation.
9. SITE AVAILABILITY AND ACCURACY
9.1 Access & Availability. Access to Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays. Although we strive to provide you with good service, we do not guarantee that the Site or other Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open; and Please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues. PayApi shall not be liable for any losses resulting from or arising out of transaction delays. 9.2 Website Accuracy. Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content (as defined below)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.
10. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION
10.1 Contact PayApi. If you have any feedback, questions, or complaints, please contact us via our Support’ webpage at https://payapiescrow.com/faq or write to us at:
PayApi Escrow OÜ, Support, Narva mnt 5, 10117, Tallinn, Estonia.
When you contact us please provide us with your name, email address, and any other information we may need to identify you, your Account, and the transaction on which you have feedback, questions, or complaints.
10.2 Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our Support webpage. A customer complaints officer (an "Officer") will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided, and any information provided by PayApi. Within 90 business days of our receipt of your complaint the Officer will address all points raised in your complaint by sending you an email ("Resolution Notice") in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if the Officer is unable to respond to your complaint within 15 business days for reasons beyond PayApi's control, the Officer will send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 35 business days from our receipt of your complaint. Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.
10.3 Arbitration. If it has not been possible to resolve a dispute through the dispute process set out in Section 10.2 or (if relevant), via FOS, any dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of Estonian law. The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the parties also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorised users or beneficiaries of the Services. Nothing in this Section 10.3 (Arbitration) shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.
11. DATA PROTECTION.
11.1 Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated, or other individuals (if you not an individual), in connection with this Agreement, or the Services. We will process this personal data in accordance with the Privacy Policy. Accordingly, you represent and warrant that: your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.
12. SECURITY
12.1 Password Security. In order to access any or all of the Services you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Services safe and maintaining adequate security and control of any and all security details that you use to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected. You are also responsible to use complex and strong password to safeguard your Account. Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Account by third-parties and the loss or theft of any E-Money, Digital Currency and/or funds held in your Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others. You should never allow remote access or share your computer screen with someone else when you are logged on to your Account. PayApi will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your amount unless specifically authorised in accordance with Sections 3.2 and 4.10. Always log into your Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of PayApi and/or failure to follow the requirements set out in this Section 12.1, or follow or act on any notices or alerts that we may send to you.
12.2 Authentication and Verification. In order to access Services users are required to provide an email address and create a password. PayApi offers second factor authentication via a user’s mobile device (Short Message Service or a supported Time-based One Time Password application). A verified phone number is required to enable second factor authentication via SMS. Users are responsible for keeping electronic devices through which Services is accessed safe and maintaining adequate security and control of any and all security details that are used to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s Account by third-parties and the loss or theft of any E-Money, Digital Currency and/or funds held in your Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).
12.3 Security Breach. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or PayApi (together a "Security Breach"), you must: notify PayApi Escrow Support as soon as possible by email free of charge at: support@payapiescrow.com; continue to provide accurate and up to date information throughout the duration of the Security Breach; and you must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
12.4 Safety and Security of Your Computer and Devices. PayApi is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
13. GENERAL
13.1 Your Compliance with Applicable Law. You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws) in your use of the Services.
13.2 Limited License. We grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by us from time to time. Any other use of the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of PayApi and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "PayapiEscrow.com", "PayApi", "PayApi Escrow", "PAE Wallet" and all logos related to the Services or displayed on the Site are trademarks or registered marks of PayApi or its licensors or its partners. You may not copy, imitate or use them without our prior written consent.
13.3 Prohibited and Conditional Use. In connection with your use of the Services, and your interactions with other users and third parties, you agree to comply with the ‘Policy on Prohibited Use, Prohibited Businesses and Conditional Use’ (as set out in Appendix 1). We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Export Controls & Sanctions. Your use of the Services and the Site is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing Digital Currency through the Site or Services, you agree that you will comply with those requirements. You are not permitted to acquire Digital Currency or use any of the Services through the Site if: you are in, under the control of, or a national or resident of United States, Canada, Australia, Singapore, China, Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, the European Union or HM Treasury's financial sanctions regimes (each a "Sanctioned Country"), or if you are a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or the EU or HM Treasury's financial sanctions regime (a "Sanctioned Person"); or you intend to supply any acquired or stored Digital Currency or Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.
13.4 Amendments. We will notify of you any change to the Agreement relating to Services via our website and/or via email once the changes are valid and will became available. In such circumstances, you will be deemed to have accepted the change if you do not notify us otherwise within 14 days when notification has been made or change takes effect and you continue to use the Services. If you do not accept the change you should let us know, and the Agreement will terminate within 14 days from the notice. You may also end the Agreement immediately and free of charge with effect at any time before the expiry of the 14 days. We may make all other amendments to the Agreement (including in relation to any other Services) by posting the revised Agreement on the Site or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavour to provide you with advance notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your Account and cease using the Services. The most up-to-date version of the Agreement will be made available in the Site at all times.
13.5 Relationship of the Parties. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or PayApi to be treated as partners or joint ventures, or either you or PayApi to be treated as the agent of the other.
13.6 Privacy of Others. If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Services.
13.7 Contact Information. You are responsible for keeping your email address and telephone number up to date in your Account profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 3 for more detail in relation to how we will communicate with you.
13.8 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
13.9 Unclaimed Property. If we hold E-Money or Digital Currency, and we are unable to contact you and have no record of your use of the Services for 12 months or more, applicable law may require us to report the E-Money or Digital Currency as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such E-Money or Digital Currency to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
13.10 Entire Agreement. This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and PayApi as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and PayApi.
13.11 Interpretation. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
13.12 Transfer and Assignment. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving PayApi, provided that this transfer or assignment does not materially impact the quality of the Services you receive. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
13.13 Security Interests. You must not create security over your E-Money or Digital Currency unless we say you can in writing.
13.14 Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.
13.15 Enforcement of Our Rights. We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.
13.16 Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.
13.17 Change of Control. In the event that PayApi is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, acquisition, sale, or other change of control.
13.18 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Account cancellation, debts owed to PayApi, general use of the Site, disputes with PayApi, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.
13.19 Governing Law and Jurisdiction. This Agreement will be governed by Estonian law and the exclusive jurisdiction of the Estonian courts. However, if you are an individual not engaged in conduct related to your trade, business or profession, and you are resident outside Estonia, you may also petition the courts of the jurisdiction in which you reside ("Home Jurisdiction") and the law governing this Agreement may include any such consumer laws of your Home Jurisdiction that provide greater consumer protection than is available under Estonian law.
APPENDICES
Appendix 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
1. Prohibited Use. You may not use your Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Services involves a Prohibited Use or have questions about how these requirements apply to you, please submit a support request at: support@payapiescrow.com. By opening an Account, you confirm that you will not use your Account and/or any Services to do any of the following: Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation or sanctions programs administered in the countries where PayApi conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; 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 the Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorised access to the Site, other Accounts, computer systems or networks connected to the Site, through password mining or any other means; use Account information of another party to access or use the Site, except in the case of specific merchants and / or applications which are specifically authorised by a user to access such user's Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of PayApi. Abuse Other Users: Interfere with another individual's or entity's access to or use of any Services; 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 hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent. Fraud: Activity which operates to defraud PayApi, PayApi users, or any other person; provide any false, inaccurate, or misleading information to PayApi. Intellectual Property Infringement: Engage in 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 authorisation from the rights holder; use of PayApi intellectual property, name, or logo, including use of PayApi trade or service marks, without express consent from PayApi or in a manner that otherwise harms PayApi or the PayApi brand; any action that implies an untrue endorsement by or affiliation with PayApi.
2. Prohibited Businesses. In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by card network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at: support@payapiescrow.com. By opening an Account, you confirm that you will not use Services in connection with any of following businesses, activities, practices, or items: Investment and Credit Services: securities brokers; mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; investment schemes; Restricted Financial Services: check cashing, bail bonds; collections agencies; Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder; Counterfeit or Unauthorised Goods: unauthorised sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen; Regulated Products and Services: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporisers, and hookahs; Pseudo-Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body; Substances designed to mimic illegal drugs:** sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom); Adult Content and Services: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features; Multi-level Marketing: pyramid schemes, network marketing, and referral marketing programs; Unfair, predatory or deceptive practices: investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorisation or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and High-risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.
3. Conditional Use. Express written consent and approval from PayApi must be obtained prior to using Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at: support@payapiescrow.com. PayApi may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Services in connection with any of following businesses, activities, or practices: Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services; Charities: Acceptance of donations for non-profit enterprise; Religious/Spiritual Organisations: Operation of a for-profit religious or spiritual organisation.
Appendix 2: VERIFICATION PROCEDURES AND LIMITS
PayApi uses multi-level systems and procedures to collect and verify information about you in order to protect PayApi and the community from fraudulent users, and to keep appropriate records of PayApi's customers. Your access to one or more Services, and limits including daily or monthly conversion limits, deposit, withdrawal and trading limits, instant buy limits, Wallet transfer limits, and limits on transactions from a linked payment method may be based on the identifying information and/or proof of identity you provide to PayApi.
PayApi may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Services and/or before permitting you to engage in transactions beyond certain volume limits. Information about the limits is provided to you in the Site or in one of our partner sites.
You may submit a request at support@payapiescrow.com to request larger limits. PayApi will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and PayApi does not guarantee that we will raise your limits.
Appendix 3: COMMUNICATIONS
1. Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Account and your use of Services. Communications include, but may not be limited to: terms of use and policies you agree to (e.g. the Agreement and Privacy Policy), including updates to these agreements or policies; account details, history, transaction receipts, confirmations, and any other account or transaction information; legal, regulatory, and tax disclosures or statements we may be required to make available to you; and responses to claims or customer support inquiries filed in connection with your Account. We will provide these Communications to you by posting them on the PayApi website, emailing them to you at the primary email address listed in your profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
2. How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically at any time by clicking the Unsubscribe button in the email message or editing your communication preferences at your wallet dashboard/account. If you fail to provide or if you withdraw your consent to receive Communications electronically, PayApi reserves the right to immediately close your Account or charge you additional fees for paper copies.
3. Updating your Information. It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if PayApi sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, PayApi will be deemed to have provided the Communication to you.
You may update your information by logging into your account and visiting your profile settings.
END OF TERMS OF SERVICE
