TERMS OF SEVICE

You are considered a party to this Agreement and deemed to have agreed with the Terms by registering the account and/or using any other Services.

By registering the account, you acknowledge that:

• any use of the Services is subject to these Terms;
• you have carefully read, understand, and agree with these Terms;
• you are of legal age;
• you have the authority to enter into the Terms personally or on behalf of the legal entity for whom you are using the Service.

You also represent that you are (i) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States or the European Union.

PassimPay reserves the right to modify these Terms at any time and our sole discretion. In case of any change, we will amend the date of the last update at the beginning of these Terms. By continuing to use our Services, you are agreeing to new changes and will be legally bound by the new changes. Please check this page regularly for updates.

ALL INFORMATION AND SERVICES PROVIDED ON THIS WEBSITE ARE PROVIDED ON A STRICTLY “AS-IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER.

IF YOU DO NOT AGREE TO THE TERMS, YOU SHALL NOT USE THE SERVICE OR THE WEBSITE.

 

The Company may integrate or may allow you to access services developed by third parties (“Third Party Service”). The Company retains the exclusive right to add to, modify, or cancel the availability of any Third Party Service.

You acknowledge that all Third third-party services and other related information provided to you via the Website are executed by Third third-party service providers and that PassimPay does not itself directly provide any such services and does not bear any liability for the accuracy of such services.

You agree that access to Third Party Service providers may be subject to different regulations and their own internal policies and procedures where Third Party Service providers may geo-block service for some jurisdictions or refuse to provide a service to you.

You acknowledge the availability of the Third Party Services to you, subject to the terms and conditions of each Third Party Service provider. To the extent Third Party Service providers have terms that differ from these Terms, you may be required to agree to those terms in order to access their software, site, or services.

You agree that PassimPay shall not be responsible for your use of the Third Party Services.

 

Fees, if applicable to the Services or any part of the Services, shall be displayed on the Website or in the Account and/or in the PassimPay desktop or mobile applications.

PassimPay may change the fee structure at any time (including adding new fees for new Services) and reserves the right to do so at its sole discretion. You will be notified via email or posts on the Website or social media about any changes in the fee structure

Fees are usually paid in Digital Assets that correspond to the respective Service.

 

PassimPay is committed to preventing its’ Services from being used for money laundering and terrorist financing crimes. As such, we are required to collect certain information from you to comply with anti-money laundering and anti-terrorist funding policies and regulations. During the process of registering your account (“Account”), you will be asked to submit information about you and/or your business such as your identification information, contact details, company website, the nature of your expected transactions, and your field of industry, etc.. You may be asked to submit additional information and/or documents to enable us to verify your identity. For more information, please, read the AML Policy.

The information you provide at the time of opening the Account must be accurate and complete, and you must inform us about any changes to such information. PassimPay has the right to reject your Account registration, to later close your Account, or to restrict the provision of the Services to you if you do not provide and maintain accurate, complete, and satisfactory information.

You also agree not to use our Services for any prohibited activities (“Prohibited Activities”). The list of Prohibited Activities is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into a Prohibited Activities category. The non-exhaustive list of Prohibited Activities is the following:

• Drugs and drug paraphernalia (e.g., narcotics, controlled substances, and any equipment designed for making or using drugs);
• Marijuana/cannabis dispensaries and related products and businesses;
• Weapons, munitions, gunpowder, and other explosives (including fireworks);
• Toxic, flammable, and radioactive materials;
• Pseudo-pharmaceuticals;
• Substances designed to mimic illegal drugs;
• Sexually explicit content;
• Sexually-related services;
• Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;
• Credit and collection services;
• Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents, including counterfeit or unauthorized goods;
• Products and services with varying legal status from state to state;
• Transactions that disclose the personal information of third parties in violation of applicable law.

You are obligated to:

• Not violate any laws or rights of PassimPay and third persons when using the Service;
• Not circumvent or attempt to circumvent the security measures PassimPay is using to protect accounts, computer systems, or networks connected to the Services;
• Not violate, misappropriate, or infringe the rights of PassimPay, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
• Not avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or content;
• Not disguise your location through IP proxying or other methods;
• Use the Service in good faith
• Not to use the service for any illegal activities, Prohibited Activities, or causing damage.

You are liable in full to PassimPay for any damage caused by you to PassimPay by breaching any of these obligations.

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. We may refuse to process or cancel any pending Digital Assets transaction as required by law or any court or other authority to which we are subject in any jurisdiction. PassimPay further reserves the right to delay any Digital Asset transaction if we perceive a risk of fraud or illegal activity. We also have the right to refuse to process or cancel any Digital Asset transaction due to technological issues with the blockchain software, our software, or for other technological reasons.

You agree that you are responsible for determining what, if any, taxes apply to the transactions performed via the Services, and it is your responsibility to report the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, or withholding any taxes arising from any transactions.

 

PassimPay may, in its sole discretion and without cost to you and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

Without prejudice of our own, PassimPay shall not control, monitor, assess, authorize, and/or supervise the activities of you and your own Customer’s purchases. The foregoing does not preclude us from exercising our right to investigate, suspend, restrict, or terminate the provision of Services to you at any time, as well as to refuse to complete, block, or reverse a transaction initiated by your Customer if we reasonably believe that it violates these Terms or other circumstances may infringe our, your or the public’s legitimate interests.

 

PassimPay retains full industrial, intellectual, copyright, or related property rights over the PassimPay trademark and all its components, including the software, images any information, including documentation, procedures, and its updates or developments, or derivations, that is provided, disclosed, or transmitted to you in connection with the access, execution, and use of the Services.

Subject to your compliance with this Agreement, PassimPay grants you a non-transferable, non-sublicensable, non-assignable, and non-exclusive license to use the Services for your personal or internal business purposes.

By accessing the Services, you agree not to: (i) sublicense, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services; (ii) integrate PassimPay’s Services into your service that you provide to a third party without our prior written consent; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code; (iv) to redistribute the PassimPay software or any of the Services, modify any code or use any PassimPay content, including images and text, as part of any other software or project of any kind.

 

The Services are provided to you “as-is” and without any warranty whatsoever, to the maximum extent permissible by law. Without limiting the generality of the foregoing, PassimPay does not warrant that PassimPay is fit for your purpose, even if you have previously provided notice of your intended purpose, and does not warrant that PassimPay will operate in a virus-free manner.

 

IN NO EVENT WILL PASSIMPAY OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE TO YOU FOR: ANY DIRECT DAMAGES OR ANY LOST PROFITS, REVENUE OR DATA, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE SOFTWARE, WHETHER OR NOT PASSIMPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, WHICH HAVE RESULTED FROM: (I) YOUR USE OF, OR CONDUCT IN CONNECTION WITH, OUR SERVICES; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SERVICES OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION).

IN NO EVENT SHALL OUR LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD 100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

PassimPay is not responsible for, and cannot assist with recovery of, a loss of Digital Assets incurred by you if the PassimPay Services are compromised, for example, due to loss of or unauthorized access to private keys, accidental sharing of a backup, a bug in your device or the PassimPay software, or a malicious attack on PassimPay.

 

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, and our respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, and contractors, from and against any and all claims, damages, obligations, losses, liabilities, tort, costs or debt, and expenses (including, but not limited to, attorney’s fees or other legal costs) arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to us concerning PassimPay; (c) violation of any third party content (d) your violation of the Terms; or (e) your violation of any law, rule, or regulation, or the rights of any third party.

 

The Terms commence on the date when you accept them. The contents of the terms may change from time to time as prescribed in these Terms.

We may, by giving notice, at our sole discretion:

• Limit, suspend, or terminate your access to the Service, the Website, and/or your Account;
• Prohibit access to the Website and its content, services and tools;
• Delay or remove hosted content; and
• Take technical and legal steps to keep you off the Website if we suspect that you are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the spirit of these Terms.

Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate your Account for any reason, including without limitation for:

• Attempts to gain unauthorized access to the Website or another Account or assisting others attempting to do so;
• Overcoming software security features limiting the use of or protecting any content;
• Usage of the Service to perform illegal activities such as money laundering, financing terrorism, or other criminal activities;
• Violations of these Terms;
• A failure to pay or a fraudulent payment for transactions;
• Unexpected operational difficulties; or
• Upon the request of law enforcement or other government agencies.

You may close your Account at any time by our policies and procedures by withdrawing all balances. Upon closure of your Account, you authorize us to cancel or suspend any pending transactions at the time of cancellation and any balance in your Account will be delivered to you or your digital currency address as instructed less any outstanding amounts owed to us, the unsubsidized coin/miner network transaction fee and any other third party charges.

In the event your Account is closed, whether by you or us, any digital assets in your Account must be claimed and removed by you within 30 days of your Account’s closure date. If you fail to claim and remove Digital Assets in your Account within 30 days of your Account’s closure date, a recovery and return fee equal to ten percent (10%) of all the Digital Assets in your Account will be charged by us, if the Digital Assets can be recovered and returned at all, and we reserve the right in our sole discretion to not attempt to recover and return to you small amounts.

You may not terminate your Account as a means of evading investigation or inquiries by us. If any queries or investigations are pending at the time you request closure of your Account, we may refuse your request to close your Account and/or hold your Digital Assets as appropriate to protect us against financial and/or legal liability. If you are later determined to be entitled to some or all of the Digital Assets in dispute, we will transfer such Digital Assets to you. You will remain responsible and liable for all obligations related to your Account even after the closure of an Account.

If we suspend or close your Account or terminate your use of the Services for any reason, we reserve the right to require you to provide identity verification information and comply with identity verification procedures before permitting you to transfer or withdraw Digital Assets.

If you do not access your Account for three years and we have been unable to contact you after three attempts at the last email address we have for you in our records, your Account may be terminated at our sole discretion. Moreover, if we hold Digital Assets on your behalf which you have failed to claim, we may be required to deliver any such Digital Assets 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.

 

Any disputes arising from or in relation to this Agreement shall be first tried to be settled by negotiations between you and PassimPay. In the case we do not reach a consensus with you, you agree that ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. YOU HEREBY WAIVE THE TRIAL BY JURY.

Any dispute, controversy, or claim arising out of or in connection with this Agreement or your use of the Services on an individual basis shall be finally settled in arbitration agreed between you and us, by a sole arbitrator, in the English language, with limited discovery. At your request, the hearings may be conducted in person or virtually, and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The arbitration shall be kept confidential and you shall not disclose to any person, other than those necessary to the proceedings, the existence of the arbitration, any information submitted during the arbitration, any documents submitted in connection with it, any oral submissions or testimony, transcripts, or any award unless disclosure is required by law or is necessary for permissible court proceedings, such as proceedings to recognize or enforce an award.

Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO LEGAL COSTS AND ATTORNEYS’ FEES. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR COURT, YOU AGREE NOT TO COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

 

By using the Service, you agree that PassimPay may collect some information about you as You agree with these Terms. Please read carefully our Privacy Policy for more information.

 

PassimPay has no control over the software protocols that govern or constitute the framework of Digital Assets. Therefore, PassimPay assumes no responsibility for the update or any modification of the underlying protocols, and PassimPay is not able to guarantee their functionality, security, or availability.

By accepting the present Terms, you acknowledge and accept the risk that underlying software protocols relating to any of the Digital Asset available on the Website are likely to be subject to sudden changes in operating rules (hereafter “fork”) or distribution of Digital Asset (“airdrops”), and such forks or airdrops may materially affect the value, function and/or the name of the virtual currencies that are exchanged or acquired through the Website.

PassimPay will use reasonable endeavors to provide you with notice of forks or airdrops by publishing such a notice on the Website, including, to the extent possible, whether PassimPay intends to support airdrops, either or both branches of a fork, and you agree that you will read such notices to decide in that respect. However, we have no obligation to support any specific forks, airdrops, or similar distribution events.

It is your responsibility to make yourself aware of, and consider how to deal with, upcoming forks or airdrops, including whether to give us instructions for the withdrawal of the balance of any Digital Assets. In the event of a fork or airdrop, there is a risk that PassimPay may need to temporarily suspend operations about that fork or airdrop without providing advance notice to you. PassimPay may, in its reasonable discretion, decline to support either or both branches of a fork or airdrop.

In the event of a fork or an airdrop which affects Digital Assets held pursuant to these Terms, and which is unsupported by PassimPay:

• We will not acquire any right, title, or interest in the unsupported forked or airdropped Digital Asset; and
• We may be unable to give effect to any instructions given in respect of those Digital Assets and PassimPay will have no liability to you in respect of the unsupported forked or airdropped Digital Assets.

By agreeing to the present Terms, you acknowledge the risks presented by forks or airdrops and you accept that we have no responsibility to assist you to move or sell Digital Assets of an unsupported branch of a forked or airdropped protocol.

 

15.1. Term. This Agreement shall govern the relations between you and PassimPay during or while you use (or misuse) the Services.

15.2. Waiver. No action or inaction on the part of PassimPay shall be considered a waiver of any right or obligation by PassimPay.

15.3. Force Majeure. PassimPay shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, smart contract bugs or weaknesses, technological changes, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophe, or any other occurrences which are beyond our reasonable control, and shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.

15.4. Assignment. You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms without any notice or consent from you. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.

15.5. Refunds. You agree that any disputes or legal actions in relation to refunds are solely between you and your Customer. You agree to have a clear refund policy. We are not a party to relations between you and your Customers making payments in Digital Assets. We do not accept any queries, letters, requests, and/or complaints as well as liability for the quality, legality, safety, delivery, or any other aspect regarding you, your services, products, activities, and/or payment and/or a donation, a purchase related to the relation between you and your Customers. Any disputes between you and your Customer shall be resolved exclusively between both of you.

15.6. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to it will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services and will be legally bound by these notices.