Enterprise Terms of Service - Pay3

About Us

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.

The Terms of Service (the “Terms of Service” or these “Terms”) below along with Pay3’s Privacy Policy applies to all the services provided by Pay3 including but not limited to software, programs, Application Programming Interfaces ( APIs), documentation, tools, internet-based and mobile-based services, mobile applications, components, software widgets and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to You by Pay3, directly or indirectly, through all online services we provide. By entering our website, accessing our using Our Services You acknowledge that You have read, understood and agree with Our Terms of Service and Privacy Policy. Please do not access or use Our services if You do not agree with Our Terms of Service. By accessing or using Our services You are entering into a legally binding contract with Us. Please read and review the Terms of Service very carefully.

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.

1. Your Eligibility

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.

2. Our Services

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.

i) End User Account creation:

You may use Pay3’s services to facilitate End User account creation. The End User’s Account will be used to record some of the End User’s preferences and activities. Pay3 facilitates this for You by authentication of one of Base Accounts of the End User that includes social media accounts, email accounts, Mobile number or wallets. You and the End User get to choose Your Base Account that Pay3 will have to validate. Pay3 will facilitate the End User Account creation only if the End User meets the Eligibility and provides the right credentials to authenticate the End User’s Base Account. Pay3 does not have access to the End User’s Base Account credentials because the End User will provide those directly to the respective Base Account Providers who will let Pay3 know if the End User’s credentials are correct. The process of authenticating the End User’s Base Account will be governed by the Terms of Service and Privacy Policy of the End User’s Base Account Provider. In addition, Pay3 will request the End User to provide the End User’s Email ID for communication purposes. It is Your decision to provide the End User with an Account and Pay3 is only a facilitator.

ii) End User Wallet

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.

iii) Buy,Sell and Reward Distribution Transactions

Pay3 facilitates End Users to buy and sell various Digital Assets of the Your business including Tokens and Non-fungible Tokens (NFTs) associated with the business. Pay3 also facilitates distribution of rewards to End Users by You. Pay3 provides an integrated experience within Your environment to help End Users to buy and sell with either a variety of cryptocurrency or from fiat. Pay3 integrates with On-ramp and Off-ramp Providers, Wallet Providers and Liquidity Providers to accomplish this. Pay3 renders the services of various Partner Providers within Your environment that End User is engaging with for End User convenience based on a number of parameters including End User location and the Digital Assets that the End User is purchasing. Upon Your and End User instruction, Pay3 sends End User information to these Partner Providers. The transactions are governed by the Terms of Service and Privacy Policy of Pay3’s partners and Pay3 is not a party to the transaction. Pay3 is not liable for the performance of services and the failure of any transactions. Pay3 to the best of its ability will facilitate resolution of any queries that You or the End User have with these Partner Providers by providing a single window for Your communication.

iv) Transaction Facilitation

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):

1. Sublicense for use by a third party. Consequently, you will not create a Client that functions substantially the same as the APIs and offer it for use by third parties.
2. Perform an action with the intent of introducing to Pay3 products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
3. Interfere with or disrupt the APIs, SDKs or Dashboard or the servers or networks providing these.
4. Reverse engineer or attempt to extract the source code from any API, SDK or Dashboard or any related software
5. Remove, obscure, or alter any Pay3’s terms of service or any links to or notices of those terms.

v) What We do not offer:

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.

3. Your and End User Information

Pay3 will collect information about You and Your End User including but not limited to contact information and payment information to facilitate the provision of services. You and End User are responsible for ensuring that the information provided including for Buy and Sell transactions is accurate. Pay3 is not responsible for any inaccuracy in the data provided by You or the End User. You and the End User are obliged to check all the information before submitting it to Pay3. Blockchain transactions are irreversible and Pay3 will not be able to reverse any transactions already executed in case You made a mistake in the provided data or instruction. Please refer to the Privacy Policy<> for details on what personal information Pay3 collects, how it is processed and stored. Blockchain transactions are irreversible, and any information stored in the Blockchain will remain publicly viewable and immutable for an indefinite period of time. Your and the End User’s Blockchain address and certain data will be displayed permanently and publicly. You agree to relinquish any right of rectification or to the erasure of personal data, which is not possible on the Blockchain.

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.

4. Fees And Charges

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.

5. Transaction Limits

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.

6. Modification and Cancellation

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 help@pay3.money.

7. Suspension and Termination

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.

8. Your Representations and Warranties

By agreeing to this Terms of Service You represent and warrant to Pay3 that:

1. You are eligible to enter into this agreement and are entering into the agreement as a Principal and not as a Third party
2. You have reviewed and understand the Terms of Service including Pay3’s roles and responsibilities
3. Your products and services are not designed to intentionally mislead, defraud or are misrepresented to End Users
4. You are not violating any applicable laws and regulations
5. You are not providing any false, inaccurate, or misleading information to Pay3 or its Partner Providers
6. You will not or attempt to bring down Pay3’s services including deploying any viruses, malware, worms, trojan horses or programming routines that may damage, corrupt, disrupt, misuse or gain unauthorised access to any data, system information or Pay3’s services
7. The Fiat Currencies and Cryptocurrencies that You use for accessing Pay3’s services have been acquired legally
8. You will not try to subvert Pay3’s or Pay3’s Partner Provider limits
9. You will not try to obscure your identity or geographic location
10. You will not try to use Pay3’s intellectual property, copyright or other proprietary assets without permission
11. You understand and acknowledge that while we make reasonable endeavours to ensure the accuracy of the information that we provide, and which in turn, is provided to you, neither we nor any of our directors, employees or agents make any representation or warranty, express or implied, as to the accuracy or completeness of such information;
12. You will reasonably cooperate with Pay3 on any investigation related to fraud or violation of applicable laws and regulations
13. You will not compromise the security or integrity of your Wallet or your Account
14. Pay3 Services are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the Pay3 Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Site, any of the Pay3 Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
15. Pay3 makes no representation or warranty that the Services are applicable or appropriate for use by customers in all jurisdictions and it is Your responsibility to ensure compliance with the laws of any relevant jurisdiction of Your residence

9. Force Majeure

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.

10. Limitations of Liability

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).

11. Indemnification

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.

12. Governing law and Dispute Resolution

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.

13. Severability

In the event that a portion of this Agreement is rendered unenforceable, the same shall not have impact on the unaffected portions.

14. Waiver of class actions and class arbitrations

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.

15. Termination

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:

1. is unable to pay its debts, becomes insolvent, goes into liquidation, receivership or judicial management; or
2. commits a material breach of this Agreement, which is not capable of remedy, or if capable of remedy, is not remedied within 30 (thirty) days after the non-breaching Party has given written notice requiring such breach to be remedied.

16. Our Contact

You can contact us at help@pay3.money for any queries, disputes or information. Please also contact us immediately if You have a reasonable suspicion that Your Account has been compromised.

17. Glossary