Pay3 Inc is a company organised and registered under the laws of the state of Delaware, United States and having its principal place of business at 2261 Market Street #5007 San Francisco, CA 94114. Pay3 Inc provides authentication and payment infrastructure which can be integrated by an enterprise (“Business”) to provide a seamless and better experience to their customers (“End Users”). The employees, representatives or associates of our Business who use our services are referred to as (“Business Users”). Business Users are referred to as “You” and “Your”. Pay3 Inc and its affiliates including Minasa Technologies India Private Limited will be henceforth referred to as “We” or “Our” or “Us” or “Pay3” in the agreement.
We reserve the right to modify the Terms of Service from time to time to reflect changes in Our services or business practices. Please always review the latest version of the Terms of Service before accessing or using our services. We will assume that You agree to the latest version of the Terms of Service if You continue to access or use Our services.
These Terms of Service and any separate agreements whereby we provide You services shall be governed by and construed in accordance with the laws of the State of Delaware, United States.
You need to be operating a lawful and registered entity in Your domicile which means that You have capacity to enter into a legally binding contract in the place of Your domicile to use or access Our services.
If a Business User is using the APIs on Your behalf, the Business User is understood to have the authority to bind You to the Terms and by accepting the Terms. You also confirm that You are not an entity sanctioned by any country or jurisdiction including entities who appear in the United Nations sanctions, Australian Sanctions, United States (Department of the Treasury Office of Foreign Asset Control - OFAC) sanction - Specially Designated Nationals list , European Union Financial Sanctions, Office of the Superintendent of Financial Institutions (Canada) list, United Kingdom Sanctions List, nationals or residents of Cuba, Iran, North Korea, Sudan or Syria. Further, entities whose accounts have been terminated by Pay3 or its partners for reasons including fraud are not eligible.
Cryptocurrency and the Digital Assets of our Businesses including Tokens may be illegal in some jurisdictions. It is Your responsibility to know the regulatory requirements concerning transactions with cryptocurrency and Tokens in Your jurisdiction before using the services.
You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
Pay3’s services consist of providing You the infrastructure to i) facilitate End Users account creation ii) to create an experience which enables End Users to buy, sell and view Your Digital Assets within Your environment. The entire suite of Our services or in part will be applicable depending on how You have integrated Our services. Pay3 has the right to modify or cancel the Services at any point and the Terms of Service will be revised to reflect the modification or cancellation.
Upon successful creation of the End User Account, Pay3 may facilitate the creation of a Wallet for the End User . Pay3 facilitates the Wallet creation process by connecting the End User with one or many wallet Provider/s. Once a wallet is created it is the End User’s wallet and the End User is responsible for ensuring that they protect and do not share the credentials for the Wallet. The Wallet will be used by You to hold the Digital Assets associated with Your business including Tokens and facilitate buy and sell transactions. Pay3 is facilitating the Wallet creation process within Your environment and is an option that is provided to the End User.
Pay3 facilities execution of various services via Software Development Kit (SDK) and Application Programming Interface (API). These are integrated by You into Your business environment to facilitate End Users to interact with Your business. Business Users will also be provided a web based interface (“Dashboard”) to view the reports and analytics associated with Your End Users’ actions and transactions. Pay3 facilitates Your access to the services by authentication using various means including exchanging of keys and validating Business Users with their Base Accounts. Business Users may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, SDK or the Dashboard, or as part of your continued use of the services. You or the Business User has to ensure that any registration information that you provide to Us will always be accurate and up to date.
You and the Business User will only access (or attempt to access) SDK, an API or the Dashboard by the means described in the documentation. If Pay3 assigns You and the Business User developer credentials (e.g. API keys), you must use them with the applicable services. You and the Business User will not misrepresent or mask either Your identity or Your Client's identity when using the APIs.
Some of the software required by or included in our APIs, SDKs and Dashboard may be offered under an open source license. Open source software licenses constitute separate written agreements. Open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Pay3 for the applicable open source software.
Pay3 sets and enforces limits on your use of the APIs, SDKs and Dashboard (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You and Business User agree to, and will not attempt to circumvent, such limitations.
You agree that Pay3 may monitor the use of APIs, SDKs and Dashboard to ensure quality and for improving Our products and services and verify Your compliance with the Terms of Service. You will use commercially reasonable efforts to protect user information collected by your Client including personal data, from authorised access or use and will report to End Users any authorised access or use of such information to the extent required by applicable law.
Pay3 does not acquire ownership in Your Clients, and by using our APIs, SDK or Dashboard You do not acquire ownership of any rights in our APIs, SDKs or Dashboard or the content that is accessed through the above.
Developer credentials (such as passwords, keys, and Client IDs) are intended to be used by You and identify Your Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other Clients from using your credentials. Developer credentials may not be embedded in open source projects.
Our communications to You may contain confidential information. If You receive any such information, then You will not disclose it to any third party without Pay3’s prior written consent.
When using the APIs,SDKs or Dashboard You and the Business User may not (or allow those acting on your behalf to):
Pay3 does not endorse any Digital Assets, Token or cryptocurrency and does not provide advisory services or investment services. Pay3 is a facilitator for buying and selling Digital Assets, Tokens and cryptocurrencies and is not responsible for the issuance or the price associated with a Digital Asset. End User is responsible for Your Wallet and Pay3 does not offer any Custodial Services for the End User Wallet. Pay3 is not responsible for the loss from Digital Asset or Fiat Currency from End User Wallet or from End User’s transactions.
Our Partner Providers including Liquidity Providers, On-ramp and Off-ramp providers and Wallet providers may be government-licensed, registered and regulated entities that have a legal obligation to review Transactions to prevent the financing of terrorism, money laundering, crime and other illegal or risky activity. During the provision of the Services, You shall provide such Data as Pay3 or Our Partner Providers shall require to perform a thorough review of You and each Transaction. Any failure by You to provide such information constitutes a material breach of the Terms of Service.
The fees for the services will be an aggregated fee of all our Partners including Providers, Business and Pay3. The fee amount varies depending on the choice of the Partner Provider. Pay3. Pay3 will share a separate pricing document with You stating the fees. Please review Terms of Service of Partner Providers to understand if there are additional charges charged to You separately including Your bank. Pay3 is not liable for any fees charged separately by Partner Provider or by Your bank.
Pay3 and its Partner Providers will impose limits on transactions for purposes including but not limited to fraud prevention, compliance, regulation and effective provision of Services. The transaction limits include limit on the number of Accounts You can create, limit on the amount of Buy or Sell and the number of times any transaction can be honoured within a specified period. The transaction limits will vary depending on a number of parameters including Your geography or jurisdiction, Partner Providers and Our or Our Partner Providers’ assessment of Your transaction risk. You are required to adhere to the limits and also take measures to implement limits on End Users.
Transactions once approved by You or End Users cannot be cancelled, modified, or refunded. If there is a provision to do so Pay3 will provide the option to You to do so as part of the flow. If You need any help with modification or cancellation please contact email@example.com.
Pay3 has the right to suspend or terminate Your Account for any reason for violation of Terms of Service including concerns of fraud and request from its Partner Providers.
By agreeing to this Terms of Service You represent and warrant to Pay3 that:
No party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control.
Pay3 Services as provided on ‘As Is’ and ‘As Available’ basis without any warranties of any kind - Express or Implied including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of such use. All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law
Pay3 or any of its affiliates, respective officers, Directors, Agents, Joint Ventures, employees, contractors, sub-contractors, agents, or representatives jointly and severally disclaim and make no representations or warranties as to the usability , accuracy, quality, reliability, suitability, completeness, truthfulness, availability, usefulness or effectiveness of any data, results, content, or other information obtained or generated by or communicated by Pay3 or any third party. In no event shall Pay3 or any of its affiliates, respective officers, Directors, Agents, Joint Ventures, employees, contractors, sub-contractors, agents or representatives be liable for any lost profits, diminution in value or business opportunity, any loss, damage, corruption, breach of data or any other intangible property or any intangible, special, incidental, indirect, or consequential damages whether based in negligence, strict liability, tort, contract or otherwise, arising out of or in connection with authorised or unauthorized use of Pay3’s services. Pay3 does not endorse any entity, product or service made available as part of the service. Under no circumstances can the liability of Pay3 exceed United States Dollar (USD) Five (5).
Pay3’s obligations towards You will be absolutely discharged upon delivery of Data to You and Our Partner Providers. You shall defend, indemnify and hold harmless Pay3 from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising from: (i) Your use of the Service (or any part thereof); (ii) Your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, You may cause to End Users, any third party which relates to Your use of the Service, including without limitation any damage related to End User Base Account Usage, End User Account Usage, End User Wallet usage, Your Digital Assets and cryptocurrency purchased and/or sold by You from or to an Business, Our Partner Providers and in connection with the Service; (iv) Your violation of any third party rights; and (v) any charge-back or cancellation of any monetary deposit, Digital Assets, cryptocurrency transfer or payment made by You through the Service.
This section will apply to all disputes between You and Pay3. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between You and Pay3 arising under or relating to the Services offered by Pay3, these Terms, or any other transaction involving You and Pay3, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. These Terms shall be governed, construed, interpreted, and enforced in accordance with the laws of the State of Delaware, USA. The Parties agree that any unresolved dispute by mediation shall be settled by a binding arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules thereunder. The venue of the arbitration shall be Bangalore, Karnataka, India, and the language shall be English. The Parties consent to the use of online tools for dispute resolution in such arbitration.
In the event that a portion of this Agreement is rendered unenforceable, the same shall not have impact on the unaffected portions.
You and Pay3 agree that each party may bring disputes against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. without limiting the generality of the foregoing, You and Pay3 agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
This Agreement will be effective Unless either Party gives thirty (30) days’ notice to the other Party of its intent to terminate the Agreement. Pay3 may also terminate the agreement without notice in the event of a material breach (whether by one or several acts or omissions). This Agreement may be terminated by either Party with immediate effect if the other Party:
You can contact us at firstname.lastname@example.org for any queries, disputes or information. Please also contact us immediately if You have a reasonable suspicion that Your Account has been compromised.
|On-Ramp Services||Services that help you buy Digital Assets using Fiat Currency. Fiat Currency is obtained from Your Fiat Account and deposited in the Digital Asset account of the Business or Your Wallet Account|
|Off-Ramp Services||Services that help you buy Fiat Currency using Digital Assets. Digital Assets is obtained from the Business or Your Digital Wallet and deposited in Your Fiat Currency account|
|Base Account||Your email account (e.g., Gmail account), Mobile or Social media (e.g., Facebook, Twitch, Discord) account, Wallets (e.g., Metamask) or other accounts that is used by Pay3 and its Partner Providers to create and validate your account before providing services|
|Wallet||A Wallet is a storage solution for your Digital Assets. Wallets also provides solutions to move your Digital Assets in and out of your Wallet.|
|Liquidity Providers||Providers who help you swap one Digital Asset/Fiat Currency for another Digital Asset/Fiat Currency|
|Partner Providers||Providers of Services including Wallets, On-Ramp Services, Off-Ramp providers and Liquidity Providers with whom Pay3 has entered into a contractual agreement or signed up for Terms of Service to provide Pay3’s Service|
|Custodial Services||Service providers who hold your Digital Assets in a Wallet in their system and provide associated services like safeguarding and bookkeeping|
|Digital Assets||A digital asset is generally anything that is created and stored digitally, is identifiable and discoverable, and has or provides value|
|Tokens||A Token is a digital representation of a denomination of a Digital Asset|
|Fiat Currency||Government issued currencies like US Dollar|
|Force Majeure||Any act or event beyond a Your or Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.|
|API or SDK Client||Your application which sends request to Pay3|