This is a binding Agreement between Bitcoin Private Nexus LLC d/b/a “BtcpPay” (“BtcpPay” or “We”) and the person, persons, or entity (“You” or “Your”) using the services, Software, or applications (“Software”) provided by BtcpPay.
Rights and Obligations
BtcpPay provides the Software solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with them. By using the Software, You hereby acknowledge that You:
The BtcpPay Software currently has multiple functions: a free, open source, multi-signature digital wallet and a payment gateway widget which allows merchants to accept Bitcoin Private coins (“BTCP”) through their website. The Software does not constitute an account where We, or other third-parties, serve as money transmitters, financial intermediaries, or custodians of Your BTCP.
While the Software has undergone beta testing and continues to be improved based on feedback from the open-source user(s) and Bitcoin Private developer community, We cannot guarantee there will not be bugs in the Software. You acknowledge that Your use of this Software is at Your own discretion and Your use of the Software is in compliance with all applicable laws of Your jurisdiction. You also acknowledge and understand that BtcpPay is not responsible for safekeeping Your passwords, private key pairs, PINs, and any other codes You use to access the Software.
IF YOU LOSE ACCESS TO YOUR BITCOIN PRIVATE WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR WALLET AND CORRESPONDING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY BTCP YOU HAVE ASSOCIATED WITH THAT WALLET WILL BECOME INACCESSIBLE. All transaction requests are irreversible and immutable once confirmed over the network. In the event You lose or forget Your private keys or passwords, the authors of the Software, employees and affiliates of BtcpPay, copyright holders, and BtcpPay cannot retrieve Your private keys or passwords and cannot guarantee transaction confirmations– as they do not have control over the Bitcoin Private network.
All rights, titles, and interests in and to the Content and all of BtcpPay’s brands, logos, and trademarks, including, but not limited to, BtcpPay, BtcpPay Wallet, BtcpPay App, and any other variations of the wording of the aforementioned brands, logos, and trademarks, are owned by Bitcoin Private Nexus LLC.
In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.
The terms and provisions of this Agreement are binding upon You, Your heirs, successors, assigns, and other legally bound representatives. This Agreement may be executed in counterparts, each of which shall be considered to be an original, but both of which constitute the same Agreement.
You assume any and all risks associated with the use of the Software. We reserve the right to modify this Agreement from time to time.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OF THE SOFTWARE, EMPLOYEES AND AFFILIATES OF BTCPPAY, COPYRIGHT HOLDERS, OR BTCPPAY BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, TORT, OR OTHERWISE, ARISING IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
IN NO EVENT WILL BTCPPAY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This is a binding Agreement between Bitcoin Private Nexus LLC d/b/a “BtcpPay” (“BtcpPay” or “We”) and the merchant(s) (“You” or “Your”) using the services, Software, or applications (“Software”) provided by BtcpPay.
BtcpPay is a cryptocurrency payment processor. We enable Merchants to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that You receive from Your customer(s) (Purchasers). BtcpPay is not a digital currency exchange, wallet, OTC, or any other medium of purchasing or selling cryptocurrencies. Our Services strictly limited to businesses that sell a product or service, or to a charitable organization registered and certified under Section 501(c)(3) of the Internal Revenue Code. By using the Services, you authorize BtcpPay to act as your agent so We may receive, hold, and disburse funds on Your behalf and to take any and all actions deemed reasonably necessary to provide the Services and to comply with any and all relevant and applicable laws. Payment by Purchaser to BtcpPay will be considered the same as payment made directly to you and will extinguish the Purchaser's outstanding obligation, to the extent of the payment. As aforementioned. BtcpPay is not a money transmitter and at no point during any transaction will BtcpPay be the custodian of any funds.
In order to use the Services, you must open a BtcpPay account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your BtcpPay account, if you do not provide us with accurate, complete, and satisfactory information.
BtcpPay is not a Money Service Business (“MSB”) or a “money transmitter” as defined by FinCEN. BtcpPay provides the delivery, communication, or network access services used by a money transmitter to support money transmission services. Additionally, BtcpPay may accept and transmit only those funds which are integral to the sale of goods or the provision of services, other than money transmission services, by the person who is accepting and transmitting said funds. Thus, pursuant to Title 31 of the Code of Federal Regulations, BtcpPay does not fall within the scope of what FinCEN and other governing bodies characterize as a “money transmitter.” (see 31 CFR §1010.100(ff)(5)(ii)(A)-(F))
Nevertheless, BtcpPay conducts wishes to conduct any and all of its business operations in full compliance with the Bank Secrecy Act. It is the policy of Bitcoin Private Nexus LP, BtcpPay, and any of its subsidiary entities, to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by complying with all applicable requirements under the Bank Secrecy Act ("BSA”) and its implementing regulations– in particular, maintaining stringent Anti-Money Laundering (“AML”) standards and procedures.
BtcpPay operations are in compliance with the Bank Secrecy Act, which requires BtcpPay to verify merchant identities, maintain records of currency transactions for up to five years (New York merchant’s records are held for seven years) and report certain transactions. In the event that a merchant account is closed by BtcpPay or at the request of the merchant, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.
2.2 Guarding your Password
You will choose a password when registering your account. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others we will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not allow other merchants to use your account. You may not use anyone else’s password at any time.
3.1 Daily Transaction Volume Limits
BtcpPay imposes daily and annual transaction processing limits on merchants who are maintain a free merchant account in the BtcpPay Basic Tier Level of merchant services. When you initially register for a BtcpPay account, your transactions at the Basic Tier Level are limited in quantity and aggregate net asset value earned. At BtcpPay's discretion, and based on BtcpPay’s risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.
3.2 Invoices and Records
You must keep all records needed for fulfilling the goods or services sold to the Purchaser and providing any post-sale support to the Purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration. BtcpPay is required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter.
3.3 Customer Verification
Consistent with your local laws and regulations, you are solely responsible for obtaining any information required of those who purchase your goods or services. For instance, if applicable law prohibits a sale to persons under the age of 18 years, you must ensure that a Purchaser is at least 18 years of age. Similarly, if applicable law requires that a Purchaser's identity be verified, you must verify the Purchaser's identity. We will not be responsible for your failure to adequately verify your Purchasers' identities or qualifications.
3.4 Representation and Warranties
Use of the Services is subject to the laws and regulations of the United States regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will comport with such laws and regulations, including, without limitation, the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
Your use of the Services is also subject to the following important restrictions:
3.5 Our Right to Reject
We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Purchasers, or other parties to harm. If we reasonably suspect that your BtcpPay account has been used for an illegal purpose, you authorize us to share information about you, your BtcpPay account, and your account activity with law enforcement.
3.6 Our Right to Inspect
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your BtcpPay account.
4.1 Your Use of Third-Party Services
In using the BtcpPay website or the Services, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.
We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law.
In order to provide the Services, we may share information about you and your BtcpPay account with third parties, including but not limited to your bank and Purchasers.
5.1 Verification of Your Identity
In order to verify the information you submit via the account registration process as detailed in Section 2.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.
From time to time BtcpPay may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.
You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the BtcpPay website, the content displayed on the website, and other materials produced by and related to BtcpPay (collectively, the BtcpPay IP). You are only permitted to use the Services and the BtcpPay IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the BtcpPay IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the BtcpPay IP or any portion thereof, or use the BtcpPay IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the BtcpPay IP, nor shall you translate, reverse engineer, decompile or disassemble the BtcpPay IP.
By written mutual consent, we may publish your corporate name, artwork, text and logo (Merchant Content) on the BtcpPay website and promotional materials to acknowledge you as our customer. You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us:
We charge service fees for merchants on our Starter Plan who have processed more than thirty transactions in a month or who have selected our Business or Enterprise plans (“Service Fees”). Merchants paying Service Fees will have these fees offset against their applicable ledger balances.
If you issue a full or partial refund to your customers, the miner fee amount will be deducted from your merchant ledger balance. The deduction will be added as a separate entry in your BtcpPay ledger after the refund is executed.
9.1 Refund Procedures
It is the Merchant, not BtcpPay, that is responsible for any decision to refund or reimburse its customers.
10.1 Your Right to Close Your Account
These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 14.11 (Survival). You may close your BtcpPay account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.
10.2 Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, BtcpPay reserves the right to suspend your account, disabling processing capabilities.
10.3 Effect of Account Closure
If your BtcpPay account is closed, you agree:
You agree to indemnify BtcpPay, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.
WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR BTCPPAY ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, BtcpPay will report annually to the Internal Revenue Service, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.
You may not transfer or assign these Terms, or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.
Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.
14.6 Entire Agreement
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.
14.8 Governing Law; Arbitration
This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Wyoming consistent with the Federal Arbitration Act, and will honor and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.
We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your BtcpPay account per the termination section of this agreement and discontinue your use of the Services.
14.10 Force Majeure
Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.
The provisions of Sections 3.4 (Representations and Warranties), 4.2 (Security), 6 (Our Ownership of the Services and the BtcpPay Website), 7 (Advertising), 11 (Indemnification), 12 (No Warranties), 13 (Limitation of Liability), and 14.8 (Governing Law; Arbitration) shall survive the termination of these Terms.