Terms of Service for PayByToken

1. Definitions

For the purposes of these Terms, the following definitions apply:

• Account: The user interface provided by us for you to access and manage the Services after registration and verification.
• API: Application Programming Interface provided by us for integrating the Services into your website or application.
• Cryptocurrency or Virtual Asset: Digital representations of value, such as USDC and USDT, that can be transferred, stored, or traded electronically, supported on blockchains like Ethereum, Base, and BNB Chain.
• Customer: Any end-user or payer who initiates a payment to you using the Services.
• Fees: Charges imposed by us for the use of the Services, as detailed in Section 6.
• Invoice: A payment request generated through the Services for collecting Cryptocurrency from Customers.
• Payment Intent: A unique identifier and process for initiating and tracking a payment transaction.
• Payout: The transfer of settled funds from your balance to your designated wallet or account.
• Services: The cryptocurrency payment processing tools, including but not limited to checkout sessions, payment intents, webhooks, dashboards, and settlement features, as described in Section 3.
• Transaction: Any transfer, receipt, or processing of Cryptocurrency facilitated by the Services.
• User: Any individual or entity that registers for and uses the Services.
• Wallet: A digital address or account where Cryptocurrency is stored or transferred.

Other terms used in these Terms shall have their ordinary meanings unless otherwise defined.

2. Eligibility and Representations

To use the Services, you must:

• Be at least 18 years old (or the age of majority in your jurisdiction) and have full legal capacity to enter into these Terms.
• If representing a business, be duly authorized to bind that entity.
• Comply with all applicable laws, including but not limited to anti-money laundering (AML), counter-terrorism financing (CTF), sanctions, and data protection regulations in your jurisdiction and Hong Kong.
• Not be located in, or a resident of, any jurisdiction where use of the Services is prohibited (e.g., sanctioned countries under OFAC or other international sanctions lists).

You represent and warrant that:

• All information provided during registration and use of the Services is accurate, complete, and current.
• You will not use the Services for any illegal or unauthorized purpose.
• You understand the risks associated with Cryptocurrency, including volatility, irrevocability of transactions, and potential regulatory changes.
• You are solely responsible for your Customers' interactions and any goods, services, or obligations provided to them.

We reserve the right to refuse or terminate access to the Services if we determine, in our sole discretion, that you do not meet these eligibility requirements.

3. Description of Services

PayByToken provides a seamless gateway for businesses and developers to accept Cryptocurrency payments (primarily stablecoins like USDC and USDT) on websites and mobile applications. The Services include:

• Integration Tools: APIs, SDKs (web and mobile), and one-line code integrations for creating checkout sessions and payment intents.
• Payment Processing: Generation of unique wallet addresses for transactions, real-time tracking, and automatic settlement into your designated wallet.
• Dashboard: Real-time analytics, transaction monitoring, and balance management.
• Webhooks: Event notifications for payment confirmations, settlements, and other updates.
• Supported Blockchains: Ethereum, Base, BNB Chain, with emphasis on low-cost options.
• Additional Features: Branded checkout pages (Enterprise plan), fraud detection (Enterprise), and multi-currency settlements (Enterprise).

The Services act as a payment processor and do not provide custody, exchange, or financial advisory services. We do not hold or control your Wallets; you retain ownership of your Cryptocurrency. Transactions are peer-to-peer on public blockchains, and we facilitate collection, tracing, and settlement.

We may modify, update, or discontinue any part of the Services at any time without notice or liability.

4. Account Registration and Verification

To access the Services, you must create an Account by providing accurate information, including your email, business details (if applicable), and wallet address. You agree to:

• Maintain the security of your Account credentials (e.g., password, API keys) and enable two-factor authentication (2FA) where available.
• Notify us immediately of any unauthorized access or security breach.
• Update your information promptly if it changes.

We may require Know Your Customer (KYC) or Know Your Business (KYB) verification, including submission of identification documents, proof of address, source of funds, and other information to comply with AML/CTF regulations. Failure to complete verification may result in suspension or termination of your Account.

You are responsible for all activities under your Account. We are not liable for any losses due to unauthorized use.

5. Prohibited Uses and Restrictions

You must not use the Services for any unlawful, fraudulent, or abusive purposes. Prohibited activities include, but are not limited to:

• Violating any laws, regulations, or sanctions (e.g., AML/CTF, OFAC).
• Engaging in money laundering, terrorist financing, or evasion of taxes.
• Processing payments for prohibited goods/services, such as illegal drugs, weapons, adult content, pyramid schemes, or any high-risk activities (e.g., gambling where prohibited).
• Reverse engineering, decompiling, or interfering with the Services.
• Using the Services to infringe on intellectual property rights or distribute harmful content.
• Creating multiple Accounts to circumvent restrictions.
• Double-spending Cryptocurrency or exploiting blockchain vulnerabilities.
• Using the Services in sanctioned jurisdictions or for sanctioned entities.

We may monitor Transactions and suspend or terminate your Account if we suspect violations. You are responsible for ensuring your Customers comply with these restrictions.

6. Fees and Payments

Fees for the Services are as follows:

• Base Plan: 0.5% per Transaction on a pay-as-you-go basis. No setup fees.
• Enterprise Plan: Custom pricing, as low as 0.1% per Transaction, with additional features. Billed annually or as agreed.

Fees are deducted automatically from your settled balances. You are responsible for all network fees ("gas" fees), taxes, duties, and third-party charges associated with Transactions. Minimum Transaction amounts may apply based on the Cryptocurrency.

Fees are non-refundable and subject to change. We will notify you of any changes via the Website or email. Insufficient balances may delay Payouts or suspend services.

7. Transactions, Invoices, and Refunds

• Transactions: You initiate Payments via APIs or checkout pages. We generate unique addresses for each Transaction. Once confirmed on the blockchain, funds are settled minus Fees.
• Invoices: Created through the Services; rates are based on current market values and locked for a limited time (e.g., during the checkout session).
• Payouts: Automatic or manual transfers to your Wallet. Delays may occur due to network issues, compliance checks, or investigations.
• Refunds: You are responsible for your refund policy. Refunds must be processed through the Services where possible. We may assist with refunds for over/underpayments, but miner fees are non-refundable. Transactions are generally irreversible; you bear the risk of errors.

We are not liable for unconfirmed, declined, or fraudulent Transactions. You must inform Customers of Cryptocurrency risks, including volatility and finality.

8. Intellectual Property

We own all rights, title, and interest in the Services, Website, Documentation, APIs, SDKs, and related materials, including copyrights, trademarks, and trade secrets. We grant you a limited, non-exclusive, non-transferable license to use the Services solely for your internal business purposes during the term of these Terms.

You must not copy, modify, distribute, or create derivative works from our materials. Any feedback you provide becomes our property.

9. Privacy and Data

Your use of the Services is subject to our Privacy Policy, incorporated herein by reference. We collect and process personal data for service provision, compliance, and improvement. You consent to such processing and agree to comply with data protection laws (e.g., GDPR if applicable).

You are responsible for obtaining necessary consents from your Customers for data sharing.

10. Warranties and Disclaimers

You warrant that your use of the Services complies with all laws and that you will not cause us harm through your actions.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES.

WE DISCLAIM ANY LIABILITY FOR CRYPTOCURRENCY RISKS, INCLUDING VOLATILITY, NETWORK FAILURES, HACKING, OR REGULATORY CHANGES. WE DO NOT PROVIDE INVESTMENT, LEGAL, TAX, OR FINANCIAL ADVICE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

THIS LIMITATION APPLIES TO ALL CLAIMS, INCLUDING THOSE RELATED TO TRANSACTIONS, REFUNDS, OUTAGES, OR THIRD-PARTY ACTIONS.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from:

• Your use of the Services.
• Breach of these Terms or applicable laws.
• Your products, services, or interactions with Customers.
• Any gross negligence or willful misconduct on your part.

13. Termination

We may suspend or terminate your Account and access to the Services at any time, with or without notice, for any reason, including breaches of these Terms, inactivity, or compliance issues.

Upon termination:

• You must cease using the Services.
• We will process any pending Payouts (minus Fees) within a reasonable time.
• Sections that survive termination (e.g., indemnification, limitations of liability) remain in effect.

You may terminate by notifying us in writing. Prepaid Fees are non-refundable.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of Hong Kong, without regard to conflict of laws principles.

Any disputes arising from these Terms shall be resolved amicably first. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts in Hong Kong.

15. Miscellaneous

• Force Majeure: We are not liable for delays due to events beyond our control (e.g., natural disasters, blockchain failures).
• Severability: If any provision is invalid, the remainder remains enforceable.
• No Waiver: Failure to enforce any right does not constitute a waiver.
• Assignment: We may assign these Terms without your consent; you may not assign without our written approval.
• Entire Agreement: These Terms, including incorporated policies, constitute the entire agreement.
• Contact: For questions, contact support@paybytoken.io.