Merchant Terms of Use

Terms effective as of 1 October 2023

These Merchant Terms of Use (the “Terms”) govern the use of the products, services or any other features, technologies or functionalities related to our virtual currency services (the “Services”) provided by Bead Pay (“Bead Pay”, “Bead”, “we”, “our”, or “us”) through Bead Pay’s website, API or through any other means to you (“Merchant”, “you” or “your”). By using any of the Bead Pay services, including accessing this website, you acknowledge and accept these Terms and agree to be bound by them.

Our Services

Bead Pay is a cryptocurrency/virtual currency payments facilitator that enables you to accept cryptocurrencies as a payment method in exchange for goods and services you sell to your customers (“Customer”, “Customers”). Bead Pay is not a cryptocurrency exchange, nor does it provide cryptocurrency custody as part of its services. The Services are only available to businesses that sell products or services and registered charitable organizations that accept donations.

Bead Pay facilitates the acceptance of cryptocurrencies that are supported by us and our liquidity partners and not specifically regulated/forbidden by regulatory authorities in jurisdictions wherein we have a presence. Merchants and Consumers can not exchange fiat currency for digital currency or buy/sell virtual currencies from Bead Pay at any time.

By using the Services, you authorize us to act as your agent and to take any and all actions that we think are necessary and/or desirable to provide the Services and to comply with applicable laws and regulations. Payment by a Consumer to Bead Pay is considered the same as payment made directly to you and limits the Consumer's outstanding obligations to the extent of the payment.

Contacting Entity

Your relationship pursuant to these Terms is with Bead Pay, Inc., a Delaware, USA corporation, having its principal offices at 8 The Green #11345, Dover, Delaware 19901, USA.

Activities and Regulation

Bead Pay, Inc. is subject to U.S. laws, regulations and guidelines. This includes the Bank Secrecy Act, the economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the USA PATRIOT Act, and other anti-money laundering (AML) and anti-terrorist financing (ATF) laws. As required by applicable laws and regulations, Bead Pay maintains a comprehensive AML/ATF/Sanctions compliance program. We strive towards best practices in related fields such as ecommerce guidelines, those administered by fiat currency payment schemes and regulatory agencies, and our own internal risk tolerance. This includes client identification, monitoring, and reporting of any eligible transactions. In the US, Bead Pay acts as Merchant of Record when processing payments and as such is subject to best practices as an ecommerce retailer. Note that there is no governing body or payment scheme governing the activities of ecommerce merchants accepting crypto currencies as a payment method. We strive to adhere to best practices identified in ecommerce in traditional finance.

We abide by our Privacy Policy and global privacy legislation such as the GDPR with regard to data subjects and their personally identifying information. For specifics, please see our Privacy Policy.

Representations and Warranties

You represent and warrant that:

• The individual accepting these terms on behalf of the Merchant is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant hereto;

• You have all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and your use of the Services;

• Your business entity is duly organized, validly exists, and is in good standing under the laws of the United States and/or Canada, and is duly qualified and in good standing in each jurisdiction within the United States and Canada in which the conduct of its business requires it to so qualify;

• You are entering into these Terms as a Merchant and not a Consumer;

• Your use of the Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;

• You ensure that your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your Customers;

• You will not sell, transfer, or otherwise provide a third party with access to your account or the Services without our express written permission;

• You will only accept payments for products and services that have been expressly approved and underwritten by us;

• Your use of the Services will violate neither these Terms nor any other applicable terms of use; and

• All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete.

Your Merchant Account

Account Opening and Registration

Bead Pay is required to collect certain information from Merchants to comply with anti-money laundering and anti-terrorist funding laws and regulations. Therefore, as part of establishing a Bead Pay Virtual Currency Merchant Account (“Virtual Currency Merchant Account”, “Merchant Account”, “Account”), at a minimum you will be asked to submit business-related information such as name, mailing address, physical address, phone number, email address, information relating to the ultimate beneficial owner(s) or the individual(s) having significant control over the business such as tax identification number and government-issued identification, legal name, fictitious name (i.e. DBA name), company website, bank account details to be used for settlement of transactions made using the Services, the nature of your expected transactions and your field of industry. You may be asked to submit additional information and/or documents to enable us to verify your identity and assess business risk, such as entity formation documentation, compliance program documentation, and information regarding your Consumers.

The information you provide at the time of opening the Account must be accurate and complete, and you must inform us within ten (10) business days of any changes to such information. We reserve 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.

Transaction Processing Limits

We may impose, at our sole discretion and with or without notice to you, limits and caps on your processing including transaction size limits, both minimum and maximum, daily processing volumes, velocity controls, automated crypto forensics and others. You may be required to provide additional information and documentation to request increase limits or to remove caps. Requests will not be approved until all required documentation has been reviewed and the accuracy and authenticity of the information has been confirmed.

Consumer Verification

Consumers may be required to complete a verification process at the time of payment, depending on the amount of the transaction, as part of our AML/ATF compliance obligations.

Prohibited Use and Restrictions

Prohibited Uses

You agree you will not engage in the following Prohibited Uses in connection with your use of the Services and interactions with Consumers, other users and third parties. The determination whether an activity falls into one of the following categories is within our sole discretion. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [e-mail]. This list is non-exhaustive and we reserve the right to modify it at any time.

• Unlawful Activity: Actions that violate, or aid the violation of, any law, statute, regulation or ordinance, including applicable sanctions programs such as the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or that involve profits from illegal activities; any activity that involves distributing or circulating unlawful material or information.

• Abusive Activity: Actions that impose unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other Merchants’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Services; use information of another party to access or use our computer systems, networks or sites, except in the case of specific Merchants which are specifically authorized by a user to access such user's Account and information; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of Bead Pay; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.

• Abusive Activity Towards Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.

• Fraud: Actions which operate to defraud us, our Merchants and their Consumers, or any other person; provide any false, inaccurate, or misleading information to us.

• Intellectual Property Infringement: Transactions involving goods or services that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of any Bead Pay intellectual property, name, or logo, including use of Bead Pay trade or service marks, without express consent from us or in a manner that otherwise harms us or our brand; any action that implies an untrue endorsement by or affiliation with Bead Pay.

Prohibited Businesses

The following categories of businesses and business practices are prohibited from using the Services. In certain cases, prohibited businesses may be eligible for processing with explicit prior approval from Bead Pay and may require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions. It is within our sole discretion to determine whether an activity falls into a Prohibited Business category.

Bead Pay does not knowingly engage with, support, or otherwise facilitate payments for any illegal or illicit purpose at any time. You acknowledge that you will not use the Services to accept payments in connection with the following businesses, business activities, or business practices, unless you have received prior written approval from Bead Pay.

If you are uncertain as to whether or not your use of the Services involves a Prohibited Business, or you have related questions, please contact [e-mail]. This list is non-exhaustive and we reserve the right to modify it at any time.

Category	Description
Money and legal services	Financial institutions, money transmitters and money services businesses, check cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm
Intellectual property or proprietary rights infringement	Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party.
Counterfeit or unauthorized goods	Counterfeit goods, aka “Replica”; unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Illegal and unregulated gambling	Lotteries; bidding fee auctions; sports forecasting or odds making for a monetary or material prize; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance including legal or illegal forms of gambling, internet gambling, sweepstakes, and contests with a buy-in or cash prize; charity sweepstakes and raffles for the explicit purpose of fundraising
Unfair, predatory, or deceptive practices	Investment opportunities or other services that promise high rewards, aka “get rich quick schemes”; mugshot publication or pay to-remove content sites; no-value-added services that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
Aggregation	Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; payment facilitation
High-risk businesses	Bankruptcy lawyers; remote technical support; psychic services; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consulate, or other foreign governments; charities without proper registration; credit card and identity theft protection; credit-lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a) engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b) engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
Pseudo-pharmaceuticals	Nutraceuticals, pseudo-pharmaceuticals, and other products that make false health claims that have not been approved or verified by the applicable local and/or national regulatory body
Social media activity	Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity and online traffic
Substances designed to mimic illegal drugs	Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, spice, etc.)

Account Security

When registering for an Account, you will choose and set a password. You are responsible for maintaining the confidentiality of your password and related Account access credentials, including two-factor authentication. You are fully responsible for all activities that occur with the use of your password or Account. Notify us immediately if you become aware of, or suspect, any unauthorized use of your password or Account or any other breach of your security which may compromise your password or Account. You may not allow third parties or unauthorized users to use your Account. 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 notify us of a security breach regarding your password or Account by emailing [e-mail].

Account Records

Our Obligations

Pursuant to applicable laws and regulations, Bead Pay will maintain records of all documentation and information related to your Account for the duration that your Account is active and after your Account is closed.

Your Obligations

Pursuant to applicable laws and regulations, you are required to maintain all records necessary to fulfill orders for goods and/or services and provide post-sale support to your Consumers. If the sale of an item requires a government registration of the sale, you are responsible for such registration.

Documentation Requests and Right to Inspect

Bead Pay or its auditors, regulators or other relevant competent authority may request to obtain and inspect certain of your business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If you refuse such a request, we reserve the right to suspend or terminate your Account.

Sharing Information

You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies. We hereby also authorize you to share information about us and our Services to you with law enforcement, regulators and government agencies.

Account Suspension and Closure

Closing Your Account

You have the right to close your account at any time. You will remain obligated to us for any fees incurred before your account closure and we will remit to you funds not yet paid to you from payments associated to your Account prior to its closure. If your Account balance is below the minimum transfer amount, you may be responsible for applicable transaction fees incurred in the funds transfer.

Account Suspension or Termination

We reserve the right to deny or decline our Services to you, and/or to immediately suspend or close your Account without notice, in our sole discretion, if we learn or reasonably suspect that you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations, these Terms, and/or our other applicable terms of use, including but not limited to a violation of Prohibited Uses, Prohibited Businesses or Restricted Businesses sections (see above). We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

We reserve the right to terminate Accounts that receive excessive Consumer complaints (see Consumer Complaints section). Additionally, abuse of Bead Pay agents and partners is not tolerated and could result in immediate termination of your account.

If your Account does not have a paid transaction for more than twelve consecutive months, we reserve the right to suspend the Account and automatically disable processing capabilities. You will receive information about the process to reactivate the Account.

Effect of Account Closure

If your Account is closed for any reason, you agree:

1. to continue to be bound by surviving portions of these Terms,

2. to immediately stop using the Services,

3. that the license provided under these Terms shall end,

4. to remove any Bead Pay content, logos or other branding from your website, applications/apps and marketing materials,

5. that we will retain certain information and Account data as required under applicable laws and regulations, and

6. that we shall not be liable to you or any third party for termination of access to the Services, closure of an Account, or retention of information or Account data.

Third-Party Services

In using the Bead Pay website or the Services, you may separately be offered additional services, products or promotions by Bead Pay or third parties. If you decide to use any of 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 third-party services and are not responsible for the performance of third-party services or servicers.

Security

General Security

We take measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. These security measures include risk assessments and controls for system access, development and maintenance, acceptable use, data storage and classification, incident response, disaster recovery and business continuity, and security training. 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. If we reasonably suspect, or become aware of, a breach of security measures that may have impacted you, your Account or your information, we will notify you within 72 hours of suspicion or awareness of such breach. Such notice will be provided to you via the email address on record within your Account.

Digital Wallet Security

Consumers wishing to send payments and Merchants wishing to receive settlements in virtual currency (e.g. cryptocurrency) will need to have a digital wallet. A digital wallet is software that enables the storage and utilization of encrypted private keys to sign transactions to access and transmit funds. Custodial digital wallet providers (where third parties serve as financial intermediaries, or custodians, of the virtual currencies of their users) store private keys of their users and thus have control over user funds. Non-custodial digital wallet providers—where third parties do not serve as financial intermediaries or custodians of virtual currencies held by their users—provide and maintain a technical platform to store private keys, but have no control over or access to the private keys, and therefore no control over or access to the funds of their users.

Consumers and Merchants may use any digital wallet to store their cryptocurrency. Bead Pay does not endorse or vouch for the quality or security of any third-party wallets. Wallet owners are solely responsible for the safekeeping of passwords and private keys used to access their wallet, as well as maintaining the security protocols and updates on devices used to download and use their wallet.

Bead Pay is not responsible for, and cannot assist with recovery of, a loss of virtual currency (e.g. cryptocurrency) funds incurred by a Consumer or Merchant if a wallet is compromised, for example due to loss of or unauthorized access to private keys, accidental sharing of a backup, a bug in the user’s device or the wallet software, or a malicious attack on the wallet software.

In the event your account balance gets settled to a wallet that becomes compromised or inaccessible, or in the event the wallet of a Consumer becomes compromised or inaccessible, the responsibility is yours in deciding how to handle any inquiries or potential claims. Bead Pay will not involve itself in resolving such issues.

Privacy and Data Protection

Our full Privacy Policy, including data protection, is available at legal.beadpay.io/privacy.

Intellectual Property

Our Ownership of the Services and Bead Pay Website

You agree and acknowledge that we own all right, title, and interest in the Services, associated software, technology tools and content, the Bead Pay service marks and logos, the Bead Pay website, the content displayed on the website, and other materials produced by Bead Pay (collectively, “Bead Pay IP”). You are only permitted to use the Services and Bead Pay IP to offer the Services to your Consumers, according to these Terms. We grant you a personal, limited, revocable, non-exclusive and non-transferable license to use Bead Pay IP. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare Bead Pay IP or any portion thereof, or use Bead Pay 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 Bead Pay IP, nor shall you translate, reverse engineer, decompile or disassemble Bead Pay IP.

Use of Bead Pay Content

While you have an active Account with Bead Pay, you may use Bead Pay Content that is made available to you by us through our Brand Guidelines and strictly subject to your use being consistent with the Brand Guidelines. Any and all goodwill arising from your use of the Bead Pay Content will inure to our sole and exclusive benefit. We reserve the right to update the Brand Guidelines from time to time, and you are responsible for maintaining compliance with the then-current version, with a grace period of sixty days following an update to make any necessary changes. We will make commercially reasonable efforts to provide notice of any changes to the Brand Guidelines. If we determine that you are using any Bead Pay Content inconsistent with our Brand Guidelines, or in a manner we reasonably determine to be objectionable, we will provide you with notice and you agree to promptly discontinue the objectionable use. Failure to discontinue objectionable use(s), and/or repeated violations of the Brand Guidelines, will be deemed a breach of this Agreement.

Advertising and Marketing

With prior written approval from you, we may publish your corporate name, URL, artwork, text, logo, case studies, and other publicly available information about your business ("Content") in Bead Pay promotional materials, marketing channels and business/partner directory. A third party may use our publicly available Content, and the data listed on third-party directories or channels will be subject to separate third-party terms of use. We may also request a testimonial, quote, promotional material, press release, interview and/or a reference. You have no obligation to provide Content or abide by any other request. Upon mutual agreement, you and Bead Pay may engage in a separate marketing campaign.

You represent and warrant to us that you have the right to provide the Content to us, and that the use, copying, modification and publication of the Content by us:

1. will not infringe, violate or misappropriate any third-party copyright, patent, trade secret or other proprietary rights,

2. will not infringe any rights of publicity or privacy, and

3. will not be defamatory or otherwise violate any law.

Payments and Invoices

Invoice Generation and Presentation to Customers

To accept a cryptocurrency payment, you need to create a payment request (“Invoice”) using the Services, based on the amount you want to collect in your settlement currency (e.g. U.S. Dollars) or in any of the cryptocurrencies we support. You must present the Bead Pay Invoice user interface to the Consumer during the checkout process. Exceptions to this Invoice presentation, including custom UI and/or applications of our Invoice generation Services within your own software, are subject to a review process by Bead Pay and must be approved by Bead Pay in writing. We reserve the right to change our criteria for allowable exceptions at any time, and, in such event, will provide updated guidelines and a reasonable time frame for meeting such guidelines, not to be less than thirty days. Failure to inform us of exceptions or adhere to updated exception guidelines, and/or attempts to circumvent the exception approval process, will be deemed a breach of this Agreement.

Consumer Exchange Rate Guarantee

When we facilitate the processing of a payment, the exchange rate for the Consumer is guaranteed as long as payment is received within an expiration time frame after the creation of the Invoice. Invoice expiration information is clearly displayed on each Bead Pay Invoice.

While we guarantee the exchange rate for the Consumer as long as they pay within the expiration time frame, you agree that you assume the volatility risk of your settlement currency. For example, if you request to collect $100.00 USD and the Consumer sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $100.00 USD, minus our fee, but we do not guarantee the future value of the U.S. Dollar (or any other fiat currency) relative to any benchmark. Similarly, if you choose to receive any or all of your settlement in cryptocurrency, we do not guarantee the future value of that cryptocurrency relative to any benchmark.

Invoice Completion

An Invoice is considered “complete” by us if it has been fully paid by a Consumer, any corresponding transactions have reached our required number of block confirmations and the payment has been credited to your Account ledger.

The number of transaction block confirmations required depends on factors including such as the blockchain used and our internal risk analysis. We use risk mitigation techniques to detect fraudulent payments, such as transactions that are at risk of never receiving the required number of block confirmations. However, these measures do not completely eliminate the risk associated with unconfirmed payments.

You may inform your Consumer that you have accepted the Invoice as paid before Bead Pay deems the Invoice complete (e.g. an Invoice payment that is not confirmed). If you accept an Invoice as paid before it is considered complete by us, we are not required to settle to you if we never receive the Consumer payment or we determine that the payment was fraudulent or otherwise invalid. Your Dashboard will display the current status for each payment (i.e. “created”, “awaiting”, “pending”, “partial”, “completed”, “cancelled”, “refunded” or “expired”). Payments that may be fraudulent will be identified in the Dashboard as invalid, which reflects that they have failed to achieve any block confirmations in the applicable blockchain. The failure to achieve block confirmations could also occur for reasons other than fraud (e.g. the payment was sent with insufficient miner fees).

Supported Payment Currencies

Bead Pay may add new cryptocurrencies to the Services. New cryptocurrencies will be added to the Services on an opt-in basis, such that they will be disabled by default unless you instruct us to enable them. Additionally, there may be circumstances that cause Bead Pay to decide to remove a particular cryptocurrency as a payment option. We will make commercially reasonable efforts to provide advance notice of any added or removed cryptocurrencies.

Irregular Payments

Certain scenarios during payment may result in an “irregular payment”. Consumers will be given instructions via email and/or SMS messaging from Bead Pay in order to reclaim their payment, as described for the scenarios below. Bead Pay incurs miner/network fees to refund payments. If a Consumer requests a refund for an irregular payment, Bead Pay will deduct the miner fees from the refunded amount (see Fees section for details).

Underpayments

Funds sent by the Consumer which are insufficient to fully pay the Invoice constitute an underpayment. Underpayments cannot fulfill an Invoice in part, and the underpayment is not credited to your Account. Bead Pay will notify the Consumer of the underpayment and offer them the option to complete an additional transaction to complete the payment or request a refund of the underpayment. When making an additional transaction, the amount remaining is presented based on an updated exchange rate along with a new expiry time frame in which to complete the transaction. The Consumer may request a refund of the underpayment directly from the Invoice at any time. The Consumer may also request refund instructions be sent to them via email or SMS message.

Overpayments

Funds sent by the Consumer in excess of the amount needed to pay the Invoice constitute an overpayment. In such cases, only the funds required to fulfill your requested settlement amount are converted (if applicable) and applied to your Account. The excess funds are not converted and are not applied to your account. Bead Pay will inform the Consumer of the overpayment and enable them to request a refund for the excess funds. The Consumer may also request refund instructions be sent to them via email or SMS message.

Orphan Payments

Transactions received outside the expiration time frame referenced in the Consumer Exchange Rate Guarantee section (above) are considered an “orphan payment”. Orphan payments also occur when a user sends cryptocurrency to one of our wallet addresses without a connection to an Invoice. We cannot automatically associate orphan payments with an Invoice, merchant, Consumer email or Consumer phone number. For more information or to resolve orphaned payments, you or the Consumer will need to reach out to our support team ([e-mail]) with required information. Orphan payments are failed payments, and cannot be applied to an Invoice. If an orphan payment occurs, a new Invoice must be generated and the Consumer must restart the checkout process.

Accept All Amounts

For certain Services, we provide you with the option to “accept all amounts” sent by the Consumer. While this option is enabled, we will convert and/or settle to your account all funds sent by the Consumer based on your settlement currency settings, regardless of the amount specified on the Invoice. If a Consumer's funds arrive after the Invoice expires, we will consider the Invoice complete, convert the funds at a spot rate determined by us and apply them to your account.

Unsupported Payments

We do not support or process payments for unsupported coins, tokens, blockchain forks or blockchain networks. Consumers should not pay a Bead Pay Invoice with such unsupported payments or send unsupported payments to a Bead Pay address. If a Consumer transmits unsupported payments, they may lose any and all real or perceived value. Additionally, we assume no responsibility whatsoever with respect to unsupported payments and Consumers will not be able to recover such payments from us. An updated overview of currently supported cryptocurrencies can be found on our website.

Unclaimed Property

In the event of an irregular payment, Bead Pay will attempt to locate you or the Consumer using the information shown in our records. If we are unable to contact you or the Consumer and/or we have no record of you or the Consumer's use of the Services for several years, applicable law may require us to report and/or remit these funds as unclaimed property to the applicable jurisdiction. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

Settlement Delays

We may delay settlement or restrict access to settlement funds if there is a need to conduct an investigation or resolve any pending dispute related to your Account, or if required by law, court order, or at the request of law enforcement. In the case of settlement delay, we will endeavor to promptly inform you, unless prohibited by court order or law enforcement. We will not be liable to you for any damages or harm caused as a result of such delayed settlement or restricted access. We commit to never intentionally delay or restrict settlement unnecessarily, and will only delay or restrict amounts related to the cause of the restriction or delay. We will make reasonable efforts to release partial amounts not subject to a restriction or delay. Once the reasons for delayed settlement or restricted access to settlement funds can be reasonably proven to have been resolved, we will settle the full amount of such funds to you without undue delay.

Account Errors

Should you identify an Account error in your transaction and settlement history, you must notify us within thirty (30) calendar days of the ledger entry posting.

Refunds

Refund Procedure

Bead Pay can facilitate cryptocurrency refunds to Consumers on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. Refunds are based upon the value and pricing currency in which the goods and/or services were priced. Refunds will be remitted in the same cryptocurrency used to pay the Invoice. For example, if the original goods were valued at $100 USD and paid with BTC, the refund to the Consumer will be an amount of BTC equal to $100 USD based on our USD-BTC conversion rate at the time the refund is initiated. If you do not have enough funds in your Account to cover pending refund requests, we will require that you make a bank deposit to an account specified by us. Any currency conversion required during the refund process will be calculated at a spot rate determined by us.

Disclosure of Refund Policy

Bead Pay is not responsible for Merchant refund policies, nor will we be responsible in any way that refund policies conform to applicable laws. We advise that Merchants provide a clear refund policy to Consumers (including where a refund policy is that of “no refunds” or “final sale”) except for industries where a refund policy may not be applicable (e.g. where services are provided). Bead Pay will convert the value of the currency in which the item was priced to the applicable cryptocurrency using the exchange rate at the time the refund is sent to the Consumer. The exchange rate and value of cryptocurrency to be sent will be made clear to the Consumer at the time they confirm their refund.

Complaints

Consumer Complaints

Complaints submitted to Bead Pay from Consumers related to you or purchased goods/services will be forwarded to you for resolution. We reserve the right to terminate Merchant accounts that receive excessive complaints (see Account Suspension or Termination section above).

If a disagreement occurs between you and a Consumer over a transaction, you and that Consumer are solely responsible for resolving the dispute. Bead Pay disclaims any liability arising out of or relating to a transaction dispute and will not mediate, attempt to resolve, or otherwise become involved in any transaction dispute.

Merchant Complaints

If Merchants wish to register complaints regarding our Services, they may contact us via email at [e-mail].

Settlement

You can receive settlement in a fiat currency and/or in any of our supported virtual currencies. Bead Pay will facilitate the clearing of payments from your Consumers to you according to chosen settlement preferences in your Account Dashboard. An Account Ledger will be created for each currency selected for settlement, representing funds held by Bead Pay until settlement to your bank account and/or virtual currency wallet takes place. If you change your settlement preferences, those changes will be effective for Account ledger balances that are received after the date of the change. Any Account ledger balances dating from before the preference change will settle pursuant to your pre-change settlement preferences.

All settlements are subject to minimums and may carry fees such as those charged by banking and payment processing partners or virtual currency network fees. All fees relevant to settlement are debited from the Merchant settlement and reflected within your Account Dashboard.

It is the sole responsibility of the Merchant to provide accurate and current settlement information. Bead Pay accepts no liability for payments settled to incorrect bank accounts or virtual currency wallets based on erroneous information provided by the Merchant. Similarly, Bead Pay accepts no liability for any issues that may occur with the Merchant’s banking service providers.

Fees

Bead Pay fees are paid by Merchant and deducted from settlement funds for the use of the Services (“Fees”). Fees are subject to change without notice, at any time and you are responsible for checking applicable Fees prior to transacting. You hereby grant Bead Pay the right to charge or deduct funds from your Account balances (or such other cryptocurrency wallet, credit card, debit card, online payment account, or other payment method, where applicable) for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to Bead Pay (including if any goods or services are refunded by Merchant, or upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law. If Bead Pay requires use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on your access to and use of the Platform.

Indemnification

You agree to indemnify Bead Pay, 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 any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.

No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, 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.

Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY 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. FOR MERCHANTS CONTRACTING WITH BEAD PAY, INC., WHILE THIS LIMITATION OF LIABILITY DISCLAIMS LOST PROFITS AND OTHER INDIRECT DAMAGES, BEAD PAY, INC. DOES NOT OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS 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 APPLICABLE LAW.

Miscellaneous

Taxes

Merchants are solely responsible for declaring, charging, and remitting taxes in their jurisdiction. Bead Pay will comply with any valid process, subpoena, production order or similar from taxation authorities including disclosing account transaction history and settlement history. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.

Assignment

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.

Severability

If any provision of the Terms is determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms.

Waivers

A failure to assert any right or provision in the Terms by any party 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.

Interpretation

When interpreting this Agreement:

1. any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement;

2. the singular includes the plural, and vice versa;

3. “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation;

4. no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement;

5. "law" means any foreign, federal, state or local law (including common law), statute, standard, code, ordinance, rule, regulation, promulgation or any order by any governmental authority; and

6. "government” and/or “authority" means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

Notices

Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications provided to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Bead Pay may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Dashboard. Notices to Bead Pay may be sent to Bead Pay, Inc., 8 The Green #11345, Dover, Delaware 19901, Attn: General Counsel, [e-mail].

Arbitration

Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to the Services, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Bead Pay, Inc. in Delaware, USA. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Bead Pay, be subject to binding arbitration: (a) any dispute concerning Bead Pay’s or its suppliers or service providers’ IPR; (b) any dispute related to or arising from allegations of criminal activity; or (c) any claim for injunctive relief.

Governing Law; Jurisdiction; Waiver of Jury Trial

This Agreement is to be governed by and construed in accordance with the laws of the State of Texas (without regard to conflicts of laws principles). The Parties agree that the exclusive venue and place of jurisdiction for any dispute or litigation arising from or relating to this Agreement shall be the county and district courts located in Dallas County, Texas. THE PARTIES HEREBY FURTHER WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THEY MAY BE PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Updates to Terms

We may make changes to these Terms from time to time. When these Terms are updated, we will notify you by revising the date at the top of the Terms. We will provide email or similar notification if material changes are made to these Terms. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

Force Majeure

Neither party will be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental body (including regulation, enforcement, controls or restrictions on cryptocurrency, blockchain, the platform or the Services), pandemics, wars 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.

Confidentiality

A party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in these Terms. Confidential Information shall include without limitation, information accessed via the Bead Pay API, technical specifications and processes of each party, and all Merchant data. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of the Confidential Information.

Notwithstanding the foregoing, a party may share Confidential Information with an affiliate in the event that the other party requests services from such affiliate and such affiliate shall be bound by this Section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of these Terms or until such time as such information becomes public information through no fault of the receiving party.

Survival

The provisions of the following sections shall survive the termination of these Terms:

• Representations and Warranties

• Effect of Account Closure

• Security

• Privacy and Data Protection

• Intellectual Property

• Advertising and Marketing

• Settlement Delays

• Indemnification

• No Warranties

• Limitation of Liability, and

• Miscellaneous

No Joint Venture or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any joint venture between the Parties, and other than the limited agency established in the Our Services section (see above), nothing is intended to establish either Party as an agent of the other.