These Terms of Use form a binding legal agreement between:
ORBITRA PAYMENTS LTD., a company incorporated under the laws of British Columbia, Canada, under incorporation number BC1594713, with its registered office at Suite 200, 1892 West Broadway, Vancouver, British Columbia, V6J 1Y9, Canada, referred to as “Orbitra,” “we,” “us,” “our,” or the “Company.”
The Company provides technology-enabled payment and digital asset solutions intended for business users, including functionality connected with payments, transfers, exchange operations and transactions involving virtual currencies, to the extent permitted under applicable law and subject to any required regulatory registrations or authorizations.
The Services are accessible through the Company’s website available at https://www.orbitrapayments.com/, together with any related interfaces, dashboards or technical access points made available by the Company from time to time. The website and such related interfaces are collectively referred to as the “Website.” Access to and use of the Website and the Services are governed by these Terms of Use.
To use the Services, you must complete the Company’s registration and onboarding process as a Merchant or as an authorized representative of a Merchant and agree to these Terms of Use, the Privacy Policy, the Cookie Policy and any other policies or supplementary terms made available through the Website.
By accessing the Website, submitting a registration request, opening an Account or using any part of the Services, you confirm that you have carefully reviewed, understood and agreed to be legally bound by these Terms of Use and the applicable policies. If you do not accept any of these documents, you must not register an Account, access the Services or continue using the Website.
“Account” means the electronic profile created and maintained for the User within the Company’s systems, comprising the information, credentials, records and settings required to identify the User, provide access to the Software and Services, and administer the User’s data and preferences.
“Application Programming Interface” or “API” means a collection of technical protocols, procedures, tools and functionalities through which separate software systems or applications may communicate, exchange information or interact with one another.
“Blockchain” means a distributed ledger maintained across a decentralized network of interconnected nodes, on which Transactions, data or other logically related operations are recorded in a sequential and generally immutable manner. Information entered into such ledger is arranged into Blocks and validated in accordance with the applicable network protocol.
“Block” means a collection of validated Transactions, data entries or operations recorded as a single unit on a Blockchain and cryptographically connected to one or more preceding Blocks.
“Hash” means a distinct alphanumeric output produced by applying a cryptographic algorithm to data, which may be used to identify, verify or link the relevant data or Block.
“Cryptocurrency” means any virtual currency, cryptoasset, digital token, blockchain-based asset or other digital representation of value created, transferred, recorded or maintained through distributed ledger technology or comparable technology.
“Over-the-counter” or “OTC” means a Transaction negotiated and entered into directly between counterparties rather than executed through a regulated exchange, organized marketplace or public trading venue.
“Malware” means any malicious or harmful software, program, code, command, file or script designed or used to damage, disrupt, disable, interfere with, monitor without authorization, obtain unauthorized access to, or otherwise adversely affect any device, software, network, system or data, including viruses, worms, Trojan horses, ransomware and similar technologies.
“Remote Access” means access to the Services through the Website, an API, a web browser or another interface permitted by the Company, where the Software is hosted and operated within infrastructure controlled or used by the Company and is made available to the User remotely. Remote Access does not grant the User possession of, or access to, the underlying Software instance, source code, databases, server environment, network architecture, clusters or other internal infrastructure supporting the Services.
“Service” means any software-enabled functionality, product, feature or solution made available by the Company through the Website, the Account, the API or another approved interface for the purpose of providing the Company’s services.
“Software” means the proprietary software platform and related technology made available by ORBITRA PAYMENTS LTD. as a remotely hosted or cloud-based solution, including its features, interfaces, workflows, databases, data structures, documentation, integrations, technical components and other associated elements, whether or not any source code is accessible to the User.
“Technical Support” means the maintenance, assistance, troubleshooting and other support services that the Company may provide in relation to the availability, operation, integration with or use of the Software and Services.
“Transaction” means any transfer of Cryptocurrency, payment instruction, payout, exchange or conversion operation, or any other operation initiated, submitted, processed or completed through the Account or the Services that affects a balance, asset position, payment status or use of the Services.
“User” means any legal entity, organization or individual duly registered or authorized within the Orbitra system to access or use the Account or Services. Where an individual accesses or uses the Services on behalf of a Merchant or another organization, that individual represents that they are duly authorized to bind such Merchant or organization to these Terms of Use.
Subject to the User’s continued compliance with these Terms of Use, the Company provides the User with a limited, revocable, personal, non-exclusive, non-assignable, non-transferable and non-sublicensable right to access and use the Software exclusively for the purpose of receiving the Services and conducting digital asset Transactions supported and permitted by the Company.
No rights are granted to the User other than those expressly specified in these Terms of Use.
Orbitra makes the Services available through the User’s Account, allowing the User to carry out certain operations involving Cryptocurrency and other digital assets supported by the Company.
The specific Services accessible to the User may vary depending on the User’s account configuration, completion of onboarding and verification procedures, country of establishment or operation, risk profile, and the Company’s legal, regulatory and internal compliance requirements.
Subject to the foregoing, the Services may include:
The Company does not guarantee that all listed Services will be available to every User or in every jurisdiction.
The right to use the Software does not provide the User with any ownership, possession, control or access rights in relation to the technology, systems or infrastructure underlying the Software or Services.
In particular, the User is not entitled to access or obtain:
Unless expressly authorized under these Terms of Use or permitted by mandatory applicable law, the User shall not, directly or indirectly, and shall not authorize, assist or allow any third party to:
All rights, title and interest relating to the Software and Services shall remain the exclusive property of the Company or, where applicable, its licensors.
This includes all intellectual property rights in any updates, revisions, upgrades, improvements, enhancements, adaptations, modifications, derivative works and other developments relating to the Software or Services, regardless of whether they are created, introduced or implemented during the User’s use of the Services.
The Software or Services may contain, rely upon or operate together with software, libraries, tools, modules, applications or other technological components supplied by third parties.
The User may access and use such third-party elements only as incorporated into or made available through the Software and solely to the extent necessary for the lawful use of the Services in accordance with these Terms of Use.
Nothing in these Terms of Use grants the User any separate right or license to use, extract, distribute or otherwise exploit any third-party component independently from the Software or Services.
The Company may periodically offer Services, functions or features designated as beta, pilot, experimental, test, pre-release or otherwise indicating that they have not been released for general production use.
Such functionality may be incomplete, unstable, subject to additional restrictions, or contain errors, defects, interruptions or other technical limitations. The User is not required to use any beta functionality and may wait until the relevant Service or feature is formally released.
The Company may change, limit, suspend, withdraw or permanently discontinue any beta Service or feature at any time, at its sole discretion and without prior notification.
Unless the Company expressly provides otherwise, all beta Services are supplied on an “as is” and “as available” basis, without any express, implied or statutory representation, warranty or condition.
To the fullest extent permitted by applicable law, the Company shall bear no liability for any loss, damage, disruption, failure, defect or malfunction resulting from or connected with the User’s access to or use of beta Services.
The Company represents that it possesses all necessary rights, authority and legal capacity to provide the Services and to grant the User the permissions and licenses expressly contemplated by these Terms of Use.
To the Company’s knowledge, the authorized use of the Software and Services in accordance with these Terms of Use does not infringe any valid intellectual property right held by a third party.
The Company shall maintain reasonable technical and organizational arrangements intended to support the proper operation, stability, resilience and overall reliability of the Software and Services.
In determining the measures to be applied, the Company may take into account the nature and scope of the Services, the risks associated with their provision, and relevant technological developments, including developments affecting blockchain and digital asset infrastructure.
The Company shall use commercially reasonable measures to protect the Software and Services and to support their secure and continuous operation.
For these purposes, the Company may introduce and maintain technical, administrative, organizational and physical controls designed to safeguard:
The specific safeguards applied may be reviewed, replaced or updated by the Company from time to time in light of operational requirements, identified risks and technological developments.
The Company shall carry on its business and provide the Services in accordance with the laws, regulations and binding regulatory requirements applicable to the Company and its relevant activities.
The Company shall be responsible for the acts and omissions of its directors, officers, employees, contractors and other persons engaged in the provision of the Services, but only to the extent that such acts or omissions occur within the scope of the relevant person’s employment, authority, duties or contractual engagement with the Company.
The Services are made available remotely through the Website or through another access channel expressly authorized by the Company.
Before accessing or using the Services, the User must successfully complete the registration and onboarding procedures established by the Company and open an Account in accordance with the applicable requirements.
The User is solely responsible for preserving the confidentiality and security of all passwords, login details, authentication devices, verification codes and other credentials used to access the Account.
The User shall use a sufficiently secure password, shall not reuse the same password for unrelated websites, systems or online services, and shall implement all reasonable precautions necessary to protect the Account, Software and Services against unauthorized access or use.
The User must notify the Company without undue delay if the User becomes aware of, reasonably suspects or has grounds to believe that:
Where reasonably possible, the User shall immediately replace or disable any compromised credentials and take any other protective action requested by the Company.
To the extent permitted by applicable law, the User shall bear the risks and losses resulting from unauthorized third-party use of the Account where the User fails to notify the Company or take appropriate protective measures promptly.
The User shall provide all information requested by the Company during registration, onboarding and the subsequent use of the Services.
All information supplied to the Company must be truthful, accurate, complete, current and not misleading. The User shall promptly update such information whenever it changes or ceases to be accurate or complete.
The collection, use, storage and other processing of personal data by the Company shall be governed by the Privacy Policy.
The availability of some or all Services is conditional upon the User successfully completing the identification, verification, onboarding, due diligence and other compliance procedures required by the Company.
For the purposes of complying with anti-money laundering, counter-terrorist financing, sanctions, fraud prevention and other legal, regulatory or risk-management requirements, the Company may require the User to provide any information, records, explanations or supporting documents that the Company reasonably considers necessary.
The Company may determine the required format, contents and deadline for providing such materials, whether during the initial onboarding process or at any later stage of the business relationship.
Where reasonably required, the Company may request that documents be:
Unless the Company agrees otherwise in writing, the User shall bear all expenses associated with preparing, obtaining, certifying, legalizing or translating the requested materials.
The Company may reject an application, deny or limit access to the Services, suspend the Account or terminate the relationship with the User if:
The User shall be responsible for any delay, loss, restriction or other adverse consequence caused by the provision of false, incomplete, outdated, inaccurate or misleading information.
Once the Company has completed the registration and onboarding process to its satisfaction, it may create an Account for the User and grant access to the approved Services.
The Account may be used only in connection with the activities of the organization or Merchant accepted by the Company. Personal or private use of the Account is prohibited unless the Company has expressly authorized such use in writing.
The User shall ensure that all notices, consents, permissions and other lawful grounds required for the collection, processing and transfer of personal data have been properly obtained and remain valid.
This obligation applies to personal data relating to the User’s employees, directors, officers, authorized representatives, shareholders, beneficial owners and any other persons whose information is submitted to the Company in connection with the Account or Services.
The User acknowledges that the Company may share, disclose or transfer information relating to the User and other relevant persons where such disclosure or transfer is reasonably necessary for:
Recipients of such information may include banks, payment institutions, liquidity providers, custodians, identity and verification providers, technology suppliers, counterparties, regulators, law enforcement bodies, competent authorities and other persons participating in or supporting the relevant Service or Transaction.
The User understands and accepts that a Transaction involving the purchase, sale, conversion or exchange of Cryptocurrency, fiat currency or another digital asset may become final, irreversible and incapable of cancellation once it has been initiated, accepted for processing, transmitted for execution or entered into the relevant blockchain, ledger, banking network or payment system.
Unless the Company specifies a shorter response period due to the urgency of the matter or applicable legal requirements, the User shall respond to any request, notice or communication from the Company within 2 (two) Business Days after receipt.
The User shall provide reasonable cooperation in connection with any matter relating to:
The Company may provide Technical Support for the Software and Services in accordance with its then-current internal support procedures.
Unless the Company communicates otherwise, standard Technical Support may be requested without a separate support fee.
For the purpose of investigating, identifying or resolving a reported issue, the Company may request information concerning the Account, the User’s device or system configuration, the relevant technical environment, Transaction details, error records and any other information reasonably required to provide assistance.
The User represents, warrants and undertakes that neither the User nor any person acting on the User’s behalf shall, directly or indirectly:
The User shall access and use the Software and Services only for legitimate and lawful purposes.
All use of the Software and Services must comply with:
The User represents and warrants that all fiat currency, Cryptocurrency, digital assets, funds or other value submitted, transferred, received or otherwise used in connection with the Services derive from lawful sources.
The User shall not use the Services in connection with any asset, Transaction, person or activity involving or reasonably suspected of involving:
The User further undertakes not to use the Account, Software or Services in a manner intended to conceal the origin, ownership, destination or purpose of funds or assets, mislead the Company or another person, or facilitate any activity prohibited by applicable law.
The User represents and warrants that the User does not access or use the Software, Services, documentation, interfaces or other Company materials for the purpose of creating, developing, operating, supporting, promoting or improving a product or service that competes with the Company.
Except where expressly authorized under these Terms of Use or permitted by mandatory applicable law, the User shall not use any technical documentation, non-public information, operating process, workflow, interface structure, business logic, system functionality or other material made available by the Company to:
The Software, the Services and all elements forming part of or supporting them are proprietary assets of the Company or, where applicable, its licensors.
Such elements include, without limitation, the architecture, structure, arrangement, interfaces, workflows, operating methods, source code, object code, databases, datasets, algorithms, designs, technical documentation and related materials, together with any updates, modifications, improvements, adaptations, enhancements and derivative works.
These materials may contain or embody protected intellectual property, trade secrets, confidential information and proprietary know-how.
All materials and content made accessible through the Website, the Account, the Software, the Services or any platform operated or used by the Company are owned by, licensed to or otherwise lawfully used by the Company.
Such materials may include software, written content, documentation, graphics, logos, trademarks, visual elements, databases, datasets, interface components, algorithms, technical solutions, business processes, functional concepts and other proprietary content.
All such materials are protected by applicable copyright, trademark, patent, trade secret, database right and other intellectual property or proprietary rights laws.
The User receives only the limited access and use rights expressly granted under these Terms of Use.
All other rights, title, interests, licenses and permissions relating to the Software, Services, documentation and other materials of the Company remain reserved to the Company and its licensors.
No license, right or authorization shall be deemed to arise by implication, waiver, estoppel, course of dealing or any other legal doctrine.
Nothing contained in these Terms of Use transfers, assigns, conveys or otherwise grants to the User any ownership interest or intellectual property right in the Software, Services, documentation or other materials belonging to or used by the Company.
The User’s rights are strictly limited to the revocable right to access and use the Software and Services in the manner expressly permitted by these Terms of Use.
Where the User is lawfully granted access to any software code, documentation or other proprietary material of the Company, the User shall preserve all notices and markings displayed on or incorporated into such materials.
The User shall not remove, modify, conceal, obscure or otherwise interfere with any:
The User shall pay all fees, commissions, charges and other amounts applicable to the Services used by the User.
The amount and method of calculation of such fees shall be determined by the Company from time to time in accordance with these Terms of Use and the applicable pricing information displayed in the Account, published on the Website or otherwise communicated to the User.
The Company will generally make the applicable fee available to the User through the Account or otherwise disclose it before or when the relevant Transaction is initiated or the relevant Service is used.
The User acknowledges that any amount initially displayed or communicated may be indicative and that the final amount actually charged may vary due to circumstances affecting the processing, execution or settlement of the relevant Transaction.
Such circumstances may include:
Unless the Company expressly agrees otherwise in writing, any fee, commission or other amount due in connection with the Services may be deducted automatically from the relevant funds, assets, balance or Transaction amount.
Such deduction may be made when the Transaction is initiated, executed, processed, completed, settled or otherwise reflected in the Account.
The Company may introduce, amend, increase, reduce or otherwise revise the fees applicable to the Services at any time.
Where notification is required by applicable law or considered appropriate by the Company, the revised pricing may be communicated through the Account, the Website, e-mail or any other communication channel customarily used by the Company.
The User’s continued access to or use of the Services after the revised fees take effect shall constitute acceptance of the updated pricing.
The User shall maintain sufficient funds, Cryptocurrency, digital assets or other value in the relevant Account, wallet, settlement balance or payment source to satisfy all amounts due in connection with the Services.
This includes, without limitation:
Unless the Company specifies otherwise, fees shall be calculated, charged and paid in the same fiat currency, Cryptocurrency, digital asset or other denomination in which the relevant Transaction is processed, billed or settled.
The Company may, where operationally necessary, convert or deduct fees in another supported currency or asset in accordance with the applicable rate or pricing terms.
Unless expressly agreed by the Company in writing, no interest, staking reward, yield, income or other return shall accrue or be payable in respect of any fiat currency, Cryptocurrency, digital asset or other value associated with the User’s Account.
The closure of the Account, termination of these Terms of Use or cessation of the User’s access to the Services shall not extinguish any payment obligation arising before the effective date of such closure, termination or cessation.
The User shall remain liable for all fees, charges, expenses, adjustments and other amounts that:
Except where applicable law provides otherwise, each party shall be individually responsible for determining, calculating, reporting and paying all taxes, duties, levies, assessments, governmental charges and similar amounts imposed on that party in connection with these Terms of Use, the Services or any Transaction.
Such responsibility includes any related interest, penalties, surcharges or additions.
Where the Company is required under applicable law, regulation, governmental direction, court order or guidance issued by a competent tax authority to deduct or withhold any tax or similar amount, the Company may make the required deduction or withholding from any funds or other amounts payable to, credited to or processed on behalf of the User.
The Software and Services are made available on an “as is” and “as available” basis and may be affected by maintenance, technical constraints, market conditions, third-party systems and other operational circumstances.
To the fullest extent permitted by applicable law, the Company excludes all representations, warranties, guarantees and conditions, whether express, implied, statutory or arising otherwise, including any implied warranty or condition relating to:
Without limiting the foregoing, the Company does not warrant or guarantee that:
No information, content, communication or assistance provided through the Website, Account, Software, Services, Technical Support or any other channel shall constitute investment, financial, legal, tax, accounting or other professional advice.
The User remains solely responsible for assessing:
The User should obtain independent professional advice whenever the User considers such advice necessary or appropriate.
To the maximum extent permitted by applicable law, the User accesses and uses the Services and conducts all Transactions at the User’s own risk.
The User acknowledges that activities involving Cryptocurrency, fiat currency and digital assets may involve substantial risks, including:
The Company gives no representation, warranty or assurance in relation to any Cryptocurrency, token, virtual currency, Blockchain-based instrument or other digital asset accessed, transferred, held, received, exchanged or otherwise used in connection with the Services.
In particular, the Company does not warrant or confirm the:
The User acknowledges that the operation and availability of the Services may depend on third parties and external systems, including banks, payment networks, card schemes, liquidity providers, custodians, Blockchain networks, internet and telecommunications providers, cloud infrastructure providers and other service providers.
The Company does not control and makes no warranty regarding the availability, performance, security, reliability or continuity of any such third party, system or infrastructure.
Except where liability cannot be excluded under applicable law, the Company shall not be responsible for any interruption, delay, failure, loss, error or malfunction attributable to or caused by such third parties or external systems.
Only those representations, warranties and conditions expressly stated in these Terms of Use, or which cannot lawfully be excluded under mandatory applicable law, shall apply to the Software and Services.
No statement, information, assurance or communication, whether oral or written and whether provided by the Company, its personnel, representatives or any person acting on its behalf, shall create any additional warranty, guarantee or obligation unless it is expressly incorporated into these Terms of Use in writing.
The Company may, at any time and at its discretion, alter, develop, update, upgrade, replace, restrict, suspend, withdraw or otherwise modify the Software or any part of the Services.
Such modifications may affect, without limitation:
As a result of such modifications, any feature, functionality or characteristic previously available to the User may be changed, restricted, replaced or permanently discontinued.
Where required by applicable law or considered appropriate by the Company, the Company shall use commercially reasonable efforts to inform the User of any material modification affecting the Software, Services or these Terms of Use.
Depending on the nature and urgency of the relevant change, such notification may be provided either before or after the change becomes effective.
In determining the timing and form of notification, the Company may take into account:
The User may not independently amend, supplement, waive, replace or otherwise vary any provision of these Terms of Use.
Any modification proposed by the User shall have legal effect only if it has been expressly accepted by the Company in writing.
The Company may amend, revise, supplement, replace or restate these Terms of Use at any time.
The updated version may be communicated or made available to the User through:
Subject to applicable law, the User shall be considered to have accepted the amended Terms of Use where, after the updated version becomes effective, the User:
The User is responsible for periodically reviewing the Terms of Use and ensuring that the User is familiar with the version currently in force.
If the User does not accept any amendment or updated version of these Terms of Use, the User must immediately discontinue all further access to and use of the Software and Services.
Where applicable, the User shall also initiate the Account closure or termination procedure in accordance with these Terms of Use and any instructions issued by the Company.
The User may request the termination of the contractual relationship with the Company and closure of the Account at any time, provided that the User complies with these Terms of Use and satisfies all outstanding operational, compliance, payment and settlement requirements established by the Company.
Unless the Company expressly agrees to a shorter period in writing, the User must submit written notice of termination at least 30 (thirty) calendar days before the intended termination date.
Before termination becomes effective, the User shall take all actions required to withdraw, transfer or otherwise dispose of any fiat funds, Cryptocurrency or other digital assets associated with the Account. Such assets must be transferred to:
The User shall be responsible for all commissions, blockchain network fees, banking charges and other costs arising from such withdrawal or transfer.
Termination initiated by the User shall not affect the User’s obligation to pay any fee, charge, liability or other amount that accrued or became payable before the effective termination date.
Subject to these Terms of Use and applicable law, the Company may terminate its relationship with the User and close, disable or deactivate the Account at its discretion.
Unless immediate termination is reasonably required due to legal, regulatory, compliance, security, fraud prevention, technical or operational considerations, the Company shall use reasonable efforts to give the User at least 30 (thirty) calendar days’ prior written notice.
Following termination, the Company may issue instructions concerning the withdrawal, transfer, conversion or settlement of any remaining fiat funds, Cryptocurrency or other digital assets linked to the Account.
To the extent permitted by applicable law, the Company may deduct, recover or set off against such amounts any sums owed by the User, including:
The Company may, with or without prior notice, suspend, block, condition, limit or refuse access to the Account, the Software or any part of the Services where the Company reasonably determines that such action is necessary or appropriate.
Such measures may be taken pursuant to:
Without limiting Section 9.3, the Company may suspend or restrict the Account or Services, in whole or in part, where:
Where permitted by law and reasonably practicable, the Company may inform the User that access to the Account or Services has been suspended, restricted or terminated.
The Company may also provide instructions concerning the withdrawal, transfer, settlement or other treatment of fiat funds, Cryptocurrency or digital assets associated with the Account.
The Company shall not be required to provide notice or disclose the grounds for its action where doing so:
Where the Company reasonably suspects that an Account, Transaction, person, fiat funds, Cryptocurrency or other digital assets may be associated with money laundering, terrorist financing, sanctions violations, fraud, proceeds of crime or any other unlawful activity, the Company may take any measure permitted or required by applicable law.
The same applies where the Company receives a request, direction, notice, instruction or order from a court, regulator, governmental body, law enforcement agency or other competent authority.
Such measures may include:
Any restriction or freeze may remain effective until:
Provided that disclosure or review is not prohibited by applicable law and is compatible with the nature of the relevant restriction, the User may submit written explanations, objections and supporting evidence concerning the affected Transactions, assets or activities.
The Company may review such materials in accordance with its internal procedures and applicable legal and compliance obligations.
Submission or review of such materials does not require the Company to remove, reduce or modify any restriction. The Company may maintain the relevant measure until it is reasonably satisfied that the underlying concerns have been adequately addressed and that removal of the restriction is legally and operationally permissible.
Termination of these Terms of Use or closure of the Account shall not require the Company to erase information relating to the User, the Account or any Transaction.
The Company may continue to retain and process relevant information, including identification and verification records, Transaction data, communications and compliance documentation, for any period required or permitted by:
Where a minimum statutory retention period applies, the relevant information may be retained for no less than 5 (five) years or for any longer period required or permitted by applicable law.
The Company may record, preserve and disclose information concerning the User, the Account or any Transaction to courts, regulators, governmental bodies, auditors, counterparties, service providers or other third parties where such disclosure is:
Suspension, restriction, termination or Account closure shall not affect any right, remedy, obligation or liability that arose before the relevant measure became effective.
In particular, all outstanding payment obligations and all rights to recover losses, damages or other remedies arising from an earlier breach shall continue to apply.
The following provisions shall survive termination or expiration of these Terms of Use to the extent required by their nature:
Each party shall keep confidential all Confidential Information received from, disclosed by or otherwise made accessible by the other party.
The receiving party shall apply reasonable safeguards to prevent any unauthorized access, use, copying or disclosure of such Confidential Information. The standard of protection applied shall be no less rigorous than the measures the receiving party ordinarily uses to protect its own confidential information of comparable importance and sensitivity.
For the purposes of these Terms of Use, “Confidential Information” includes the following:
Unless disclosure or use is expressly authorized under these Terms of Use or required by applicable law, the receiving party shall not:
The receiving party may disclose Confidential Information to its directors, officers, employees, affiliates, professional advisers, auditors, contractors, subprocessors, financial institutions, payment service providers, technology providers, insurers and other persons who reasonably require access to such information for a purpose connected with these Terms of Use.
Any such disclosure shall be permitted only where the relevant recipient is subject to contractual, statutory or professional confidentiality obligations providing a level of protection no less stringent than that required under this Section.
The receiving party may also disclose Confidential Information to the extent necessary to comply with:
Where disclosure is legally permitted to be notified and advance notification is reasonably practicable, the receiving party may inform the disclosing party before making the required disclosure.
Information shall not be treated as Confidential Information to the extent that the receiving party can establish that it:
The obligations contained in this Section shall apply throughout the period during which these Terms of Use remain in force and shall continue after their termination or expiration for whichever of the following periods is longest:
To the fullest extent permitted by applicable law, the total cumulative liability of the Company and its affiliates, shareholders, beneficial owners, directors, officers, employees, contractors, agents and representatives arising from or relating to these Terms of Use, the Software or the Services shall be limited to the aggregate amount of fees actually received by the Company from the User for the particular Services directly giving rise to the claim during the 12 (twelve) months immediately preceding the event on which the claim is based.
This limitation shall apply regardless of whether the relevant liability arises under contract, tort, negligence, breach of statutory duty or any other legal basis.
To the maximum extent allowed by applicable law, neither party, nor any of its respective affiliates, shareholders, beneficial owners, directors, officers, employees, contractors, agents or representatives, shall be liable to the other party for:
The exclusions set out above shall apply whether or not the relevant party was informed, or should reasonably have been aware, that such loss or damage could occur.
The exclusions and limitations contained in this Section shall apply to every claim arising out of or in connection with these Terms of Use, the Software or the Services, irrespective of the legal theory or form of action relied upon.
This includes claims founded on contract, tort, negligence, strict liability, misrepresentation, restitution, breach of statute or any other cause of action.
Such limitations shall continue to apply even where any limited remedy provided under these Terms of Use fails to achieve its essential or intended purpose.
Nothing in these Terms of Use shall exclude, restrict or limit any liability to the extent that such exclusion, restriction or limitation is prohibited under mandatory applicable law.
This includes liability arising from fraud, fraudulent misrepresentation, wilful misconduct and any other category of liability that cannot lawfully be excluded or limited.
The User shall defend, indemnify and hold harmless the Company, its affiliates and each of their respective directors, officers, employees and representatives from and against all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, costs and expenses, including reasonable legal fees and related professional expenses, arising from or in connection with:
The User shall promptly reimburse the Company and the other indemnified persons for all reasonable legal fees, defence costs and other expenses incurred in connection with any matter falling within this Section 12.1.
The Company shall defend, indemnify and hold harmless the User and the User’s respective directors, officers, employees and representatives from and against all claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees and related professional expenses, to the extent directly arising from the Company’s material and intentional breach of these Terms of Use.
The Company shall reimburse the User and the other indemnified persons for reasonable legal fees and expenses properly incurred in connection with a matter covered by this Section 12.2.
The User shall comply with all sanctions, embargoes, export and re-export controls, import and re-import restrictions, anti-boycott requirements and other trade control laws or regulations applicable to:
The User shall not use the Account or Services in any manner that would cause the Company or any person involved in providing the Services to breach or become exposed to liability under any applicable sanctions or trade restriction regime.
The User represents and warrants that none of the following is a sanctioned, blocked, restricted or prohibited person:
For the purposes of this Section, a sanctioned, blocked, restricted or prohibited person includes any person designated or listed under restrictive measures administered or maintained by:
The User further represents and warrants that neither the User nor any entity or person referred to above is established, incorporated, organized, resident, located in or operating from any country or territory subject to comprehensive sanctions, embargoes or equivalent territory-wide restrictive measures imposed by the United States or any other competent authority whose restrictions are applicable to the relevant activities.
The User shall ensure that neither the User nor any of its directors, officers, employees, agents, representatives, contractors or other persons acting on its behalf engages in any conduct prohibited under applicable anti-bribery or anti-corruption laws.
In connection with these Terms of Use, the Services or any related Transaction or business activity, such persons shall not, directly or indirectly:
The User acknowledges that anti-corruption laws, including where applicable the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, prohibit various forms of direct and indirect bribery and improper inducement.
Such prohibitions may apply to the offering, promising, giving, requesting, agreeing to receive or accepting of money, gifts, benefits or anything else of value involving any person, including:
The relevant prohibitions apply where the purpose or intended effect of the conduct is to obtain or retain business, secure an improper commercial or personal advantage, influence an official act or decision, or cause the improper performance of any public, professional or commercial function.
The User represents and warrants that, in connection with these Terms of Use and the use of the Services, neither the User nor any person acting on its behalf has:
The User further undertakes that it shall not engage in, authorize, facilitate or permit any such conduct throughout the period during which these Terms of Use remain in effect.
The Parties acknowledge and agree that e-mail is an authorized and legally valid method for delivering notices, requests, disclosures, documents and other communications relating to these Terms of Use.
For this purpose:
The User is responsible for ensuring that the contact information associated with the Account remains accurate, current and capable of receiving communications from the Company.
To the extent permitted by applicable law, any e-mail, notice, message, document or other electronic communication exchanged in connection with these Terms of Use may be relied upon and submitted as evidence in any complaint, dispute, investigation, proceeding or claim involving the Parties.
Electronic records maintained by the Company may be used to establish the content, transmission, receipt, timing or other circumstances of the relevant communication.
In addition to e-mail, the Company may communicate with the User through any other channel reasonably available for that purpose, including:
If any dispute, claim, controversy or disagreement arises out of or in connection with these Terms of Use, the Account, the Software or the Services, the Parties shall first use reasonable efforts to resolve the matter amicably.
For this purpose, the Parties shall engage in good faith communications and negotiations with a view to reaching a mutually acceptable resolution.
The User may submit a complaint or claim concerning the Services by sending a written notice to the Company by e-mail.
The complaint or claim should contain sufficient information to allow the Company to review the matter, including:
The Company shall assess the complaint or claim on the basis of the information reasonably available to it and shall communicate its decision or response to the User within 20 (twenty) calendar days after receiving the complaint.
A different response period may apply where required by applicable law, regulatory rules or the nature and complexity of the matter.
Where additional information or documentation is reasonably required to complete the review, the Company may request such materials from the User.
Where the User breaches these Terms of Use, the Company may exercise any right, remedy, restriction or protective measure available under:
Such measures may include restriction or suspension of the Services, termination of the relationship, recovery of amounts due or any other remedy appropriate to the relevant breach.
If the Parties do not resolve the dispute through negotiations or the complaint procedure described in this Section, either Party may exercise any further right or remedy available under these Terms of Use or applicable law.
Nothing in this Section prevents either Party from taking any action reasonably necessary to preserve its rights, prevent imminent harm, comply with a legal obligation or seek urgent interim or protective relief.
Neither Party shall be responsible for any delay, interruption or failure to perform its obligations under these Terms of Use to the extent that such delay or failure is caused by an event or circumstance:
Force majeure circumstances may include, without limitation:
The affected Party shall be excused from performance only for the duration and to the extent that the relevant force majeure event prevents or delays such performance.
A Party seeking to rely on a force majeure event shall provide written notice to the other Party without undue delay after becoming aware of the relevant circumstance.
The notice shall, to the extent reasonably possible, describe:
The affected Party shall use reasonable efforts to reduce the consequences of the force majeure event and resume performance as soon as reasonably practicable.
The following circumstances shall not, by themselves, qualify as force majeure:
These Terms of Use shall take effect when the User:
By completing these actions, the User confirms its agreement to be legally bound by these Terms of Use and the applicable policies.
These Terms of Use shall remain in effect for an indefinite period unless and until terminated in accordance with their provisions.
All policies, documents, schedules, appendices, references and supplementary conditions referred to in these Terms of Use shall be deemed incorporated into and form an integral part of these Terms of Use.
Additional conditions applicable to a particular Service, product, feature or functionality shall become binding upon the User when the User begins accessing or using the relevant Service, product, feature or functionality.
Where specific terms apply to a particular Service, those specific terms shall operate together with these Terms of Use.
Neither Party may assign, transfer, delegate or otherwise dispose of any right or obligation arising under these Terms of Use without the other Party’s prior written consent, except where:
Any assignment or transfer validly made in accordance with this Section shall be binding upon and benefit the relevant Party’s lawful successors and permitted assigns.
The Company and the User act as independent contracting parties.
Nothing in these Terms of Use shall be interpreted as establishing any partnership, joint venture, agency, employment, fiduciary relationship or other comparable legal relationship between the Parties.
Each Party:
Neither Party is authorized to represent the other Party, enter into commitments in its name, bind it contractually or assume any liability or obligation on its behalf, unless expressly authorized to do so in writing.
If any provision of these Terms of Use is found by a court or other competent authority to be invalid, unlawful or unenforceable, whether in whole or in part, the validity and enforceability of the remaining provisions shall not be affected.
To the extent legally possible, the affected provision shall be interpreted, limited or modified so as to preserve its intended legal and commercial purpose while bringing it into conformity with applicable law.
A Party’s failure or delay in exercising any right, power or remedy under these Terms of Use shall not operate as a waiver of that right, power or remedy.
The single or partial exercise of any right, power or remedy shall not prevent or restrict its subsequent exercise or the exercise of any other right, power or remedy.
Any waiver affecting a Party’s rights under these Terms of Use shall be effective only if it is made in writing and executed by a duly authorized representative of the Party granting the waiver.
Headings and titles used in these Terms of Use are included solely for convenience and ease of reference.
They shall not limit, expand, modify or otherwise affect the meaning or interpretation of any provision.