LYOMERCHANT Terms of Service
Last Updated: January, 2023
LYO MERCHANT (“LYO MERCHANT'' or “we” or “us” or “our”) is a cryptocurrency payment
solution whereby the
users who are merchants (“Merchant”, “you”, “your”) can proceed with easy crypto payment. The LYO
MERCHANT
can be accessed via http://www.lyomerchant.com
through the mobile application and/or web application (the
“Platform”). The Platform enables Merchants to (i) accept cryptocurrency as a payment
method for goods and
services; (ii) self-custody cryptocurrency; (iii) access reporting and invoicing capabilities; and any
additional functionality to LYO MERCHANT may add to the Platform from time to time (collectively the
“Services''). LYO MERCHANT can be integrated with any e-commerce business to further proceed with smooth
payment obligations. LYO MERCHANT developed these Terms of Service (these "Terms") to
describe the terms
that govern your use of all versions of the Platform.
Please note that the risk of loss in using cryptocurrency can be substantial. The markets for
cryptocurrency
are highly volatile in nature and you acknowledge and agree that the decision to use our Services and
all
transactions are made at your sole discretion and LYO MERCHANT shall not be responsible or liable for
the
outcome of your own decision. You may seek any independent legal and/or expert advice to use our
Platform
Services.
1. Definition
1.1. Merchants - means any business that uses our Services to process payments,
including non-profits that use our Services to accept donations and “Aggregators” that use our
Services as a payment services platform for their own Merchants
1.2. Shoppers- means individuals who indirectly interface with LYO MERCHANT when
paying a Merchant’s invoice that is forwarded by LYO MERCHANT to a Merchant during checkout, when
requesting a refund from a Merchant and when creating a LYO MERCHANT account.
2. Services
LYO MERCHANT provides the Services to Merchants to facilitate crypto payments from Merchant’s customers
(hereinafter referred to as “Shoppers”).
3. Agreement to Terms
You agree that you have read, understood and accepted all of the Terms contained herein. By accessing our
Platform or using any or all of the Services, you agree to be bound by these Terms. If you do not agree
to be bound by these Terms, you may not access or use our Services offered on our Platform.
4. Changes to Terms or Services
LYO MERCHANT provides the Services to Merchants to facilitate crypto payments from Merchant’s customers
(hereinafter referred to as “Shoppers”).
5. Who May Use the Services?
5.1 Eligibility - You may only use the Services if you are 18 years or older and
shall have the e-commerce trading license for and are not barred from using the Services under any
applicable local and international law. Our Platform is available only to individuals who are
permitted to use it under applicable law. Further, you agree:
5.1.1. You are solely responsible for your actions and the contents of your transmissions
through our Platform.
5.1.2. You will not impersonate any person or entity or falsely state or otherwise
misrepresent
your identity or affiliation with a person or entity.
5.1.3. You possess the legal right and ability to enter into these Terms and the license and
to
use our Platform.
5.1.4. Unauthorized use of our Platform and our Services, including but not limited to
unauthorized entry into LYO MERCHANT’s systems, misuse of passwords, or misuse of any
information posted on a site, is strictly prohibited.
5.2. Registration and Your Information - If you want to use our Services, you will
have to
create your Merchant Account
(“Account”) via our Platform. You agree that you will
not disclose
your credentials to anyone and you will notify us immediately of any unauthorized use of your
Account. You are responsible for all activities that occur under your Account, or are otherwise
referable to your Account credentials, whether or not you know about them. We reserve the right
to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete
information, or if you fail to comply with the Account registration requirements or these Terms.
6. Your Merchant Account
6.1. Account Opening and Registration – LYO MERCHANT is required to collect
certain information from
Merchants to comply with Anti-Money Laundering and Combating the Financing of Terrorism
(AML/CFT) laws and
regulations. Therefore, as part of establishing a LYO MERCHANT 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 acceptance of our 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 Shoppers.
6.2. 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. LYO
MERCHANT has the right
to reject your Account registration, to later close your Account, or to restrict the
provision of the
acceptance of our Services to you if you do not provide and maintain accurate, complete and
satisfactory
information.
7. Your Use of Third-Party Services
In using our Platform or the acceptance Services, you may separately be offered additional services,
products or promotions by third parties and we may contain links to third-party websites or services
that
are not owned or controlled by us. We have no control over, and we assume no responsibility for, the
information, content, privacy policies, or practices of any third-party websites or services. You
further
acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage
or
loss caused or alleged to be caused by or in connection with use of or reliance on any such information,
content, goods or services available on or through any such websites or services.
In using our Platform or the acceptance Services, you may separately be offered additional services,
products or promotions by 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.
8. Merchant’s Representations
You represent and that:
8.1. The individual accepting these Terms on behalf of the Merchant is of the age
of majority (18
years or
above), and has all necessary power, capacity and authority to bind the Merchant hereto;
8.2. You have all necessary right, power, authority and ability to enter into and
fulfill your
obligations
under these Terms and your use of our Services;
8.3. Your business entity is duly organized, validly exists, is in good standing
under the laws of
the state
and country of its formation, and is duly qualified and in good standing in each jurisdiction in
which the
conduct of its business requires it to so qualify;
8.4. Your use of our Services will not contravene any applicable international or
local laws or
regulations,
including tax laws and regulations;
8.5. You ensure that your use of the acceptance of our Services does and at all
times will comply
with all
applicable AML/CFT laws and regulations, including, without limitation, any other sanctions programs
that
may apply to you based on the jurisdiction(s) in which you operate your business and serve your
Shoppers;
8.6. Your use of our Services will violate neither these Terms nor any other
applicable Terms of use
and
Privacy Policy; and
8.7. 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.
9. Acceptable Use and Enforcement Rights
You agree not to use our Services (or allow your Shoppers to use our Services) in any way or in
connection
with any transaction that would (or potentially would):
9.1. Be considered a “Prohibited Use” or “Prohibited Business”, as further
described and set forth in
Exhibit A, attached hereto;
9.2. Violate the terms for a “Conditional Use” or other provisions set forth in
Exhibit A;
9.3. Violate, misappropriate, or infringe the rights of LYO MERCHANT, our users,
third parties, or others,
including privacy, publicity, intellectual property, or other proprietary rights;
9.4. Are illegal, defamatory, threatening, intimidating, or harassing;
9.5. Involve impersonating someone;
9.6. Breach any duty toward or rights of any person or entity, including rights
of publicity, privacy, or
trademark;
9.7. Involve sending illegal or impermissible communications such as bulk
messaging, auto-messaging,
auto-dialing, and the like;
9.8. 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;
9.9. Disguise your location through IP proxying or other methods;
9.10. Interfere with, or attempt to interfere with, the access of any user, host
or network, including,
without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the
Services;
9.11. Involve any unfair, deceptive or abusive act or practice;
9.12. Violate any applicable law or regulation; or
9.13. Knowingly encourage or enable any other individual to do any of the
foregoing.
10. Records
10.1. Our Obligations - Pursuant to applicable laws and regulations, LYO MERCHANT
is
required to 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.
10.2. Your Obligations - Pursuant to applicable laws and regulations, you are
required
to maintain all
records needed to fulfill orders for goods or services and provide post-sale support to your
Shoppers.
If
the sale of an item requires a government registration of the sale, you are responsible for such
registration.
10.3. Request for Documentation and Right to Inspect Records - LYO MERCHANT or its
auditors, an appropriate
regulator, 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.
10.4. Information Sharing - You hereby authorize us to share information about
you,
your Account and Account
activity with applicable 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.
11. Digital Wallet Security
11.1. A digital wallet is a piece of software enabling a user to store encrypted
private keys, used to sign
transactions to access funds. A non-custodial wallet provider administers only the technical
platform to
store a Shopper’s private keys, but has no control over or access to the private keys, and therefore
no
control over or access to their funds. Shoppers and Merchants may use any cryptocurrency wallet to
store
their funds, including the LYOTRADE/LYOPAY wallet if necessary. LYO MERCHANT does not endorse or
vouch
for
the quality or security of any third-party wallets. The wallet owner is solely responsible for
safekeeping
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. If a Shopper or Merchant chooses to use
the
LYOTRADE wallet or any third-party exchange wallet, they do so subject to their own Terms of
Use.
11.2. LYO MERCHANT IS NOT RESPONSIBLE FOR, AND CANNOT ASSIST WITH RECOVERY OF, A
LOSS
OF CRYPTOCURRENCY
FUNDS INCURRED BY A MERCHANT OR SHOPPER 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.
11.3. Please note in the event your account balance gets settled to a wallet that
becomes compromised or
inaccessible, or in the event a Shopper’s wallet becomes compromised or inaccessible, it is your
responsibility to handle such inquiries or potential claims. LYO MERCHANT shall not get involved in
resolving such issues.
12. Invoices
12.1. In order to accept a cryptocurrency payment, you need to create a payment
request
(“Invoice”) using
our Services.
12.2. When LYO MERCHANT processes payments, we guarantee the best exchange rate for
the Shopper as long as
the Shopper pays within the proper time window after the Invoice is created. Invoice timeout
information is
clearly displayed on each LYO MERCHANT Invoice. Please note that LYO MERCHANT shall process 1% as
Transaction Fees.
12.3. While we guarantee the exchange rate for the Shopper as long as the Shopper
pays within such a time
window, you agree that you assume the volatility risk of your settlement currency. Please note that
LYO
MERCHANT at present does not accept stable coins. Further, LYO MERCHANT has a pool of 20,000
addresses for a
blockchain. When any Shopper checks out, we will get the current price of that cryptocurrency and we
will
provide a 180 minutes time limit to complete the transaction. If the transaction is not complete
during that
given 180 minutes, such transaction will be withdrawn/failed and that wallet address will be
released to the
respective pool. Please note that while a Shopper transfers the asset within the given 180 minutes
the asset
amount will remain the same and we do not guarantee the future value of that cryptocurrency. For
instances;
if the Shopper buys a product worth 600 USD which is equal to selected ETH, and at that particular
time
period, the value of the ETH is calculated as 0.6 ETH, the Shopper has to submit the exact amount of
0.6 ETH
regardless of the market value changes.
12.4. We ensure to employ risk mitigation techniques to detect fraudulent payments,
such as payments 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.
12.5. LYO MERCHANT is not liable for settling Invoices which are not considered
fully
paid and complete.
Please note that if you accept a payment before it is credited by us to your Account ledger, we are
not
required to settle with you, if we have determined that the payment was fraudulent or otherwise
invalid.
Further it should be noted that the failure to achieve block confirmations could also occur for
reasons
other than fraud, for instance, the payment was sent with insufficient Transaction fees.
13. Payment Exceptions
13.1. In certain situations when an Invoice may be considered as underpayment or
overpayment. Please note,
LYO MERCHANT charges Transaction fees to refund a payment. If a Shopper requests a refund for a
Payment
Exception, LYO MERCHANT will deduct the Transaction fees from the refunded amount.
13.2. Underpayments occur when a Shopper sends insufficient funds to fully pay an
Invoice. Underpayments
cannot fulfill an Invoice in full or part, and the underpayment is not credited to your Account. To
complete
the transaction, the Shopper will need to generate a new Invoice by restarting the checkout
process.
13.3. Overpayments occur when a Shopper sends funds in excess of the amount needed
to
fulfill the Invoice.
In such cases, the Shopper may request Merchant a refund of the excess funds directly from the
Invoice
and
it is the Merchant’s responsibility to inform the Shopper regarding the refund procedure as per
their
own
terms and conditions.
13.4. Any payments sent to the expired Invoice will be notified in the LYO
MERCHANT’s
system. Such payments
are failed payments, and cannot be applied to an Invoice.
13.5. LYO MERCHANT does not support or process payments for unsupported coins,
tokens,
or blockchain forks,
collectively known as Unsupported Payments. LYO MERCHANT assumes no responsibility whatsoever with
respect
to Unsupported Payments and note that you or the Shopper will not be able to recover it from LYO
MERCHANT.
14. LYO MERCHANT Supported Cryptocurrencies - LYO MERCHANT payment can be made by BTC,
USDT - ERC20, and
USDT - TRX20 at the moment and other cryptocurrencies will be added in the near future. You may decide
which
cryptocurrency you want to display on your checkout page. In addition, there may be circumstances where
LYO
MERCHANT may decide to remove a particular cryptocurrency as a payment option. Therefore, note that the
LYO
MERCHANT reserves the sole discretion to decide the cryptocurrencies for the payment option in the
Platform.
15. Refunds
15.1. LYO MERCHANT DOES NOT PROVIDE REFUNDS. By accepting these Terms, you
agree
and acknowledge that LYO
MERCHANT will not provide any refunds and it is your responsibility to inform Shoppers regarding
the
refunds, cancellation or adjustment policy.
15.2. Disclosure of Merchant Refund Policy - LYO MERCHANT is not responsible
for
Merchant refund policies,
or for verifying that such policies conform to applicable law. We suggest Merchants provide a
clear
refund
policy to their customers (Shoppers). For certain industries, a refund policy may not be
applicable
(e.g.,
where a service is provided). You shall be aware that for refunds in amounts based upon the fiat
pricing
currency (i.e., the fiat price for the applicable goods/services), you may 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 Shopper.
16. Settlement
16.1. LYO MERCHANT will clear payments from your Shopper to you over the
cryptocurrency peer-to-peer payment
network and credit your Transaction History.
16.2. The debits and credits to your Transaction History (hereinafter
referred to
as
“Funds” ) will be
temporarily held by LYO MERCHANT until settlement to your wallet take place.
16.3.You may receive Funds in any of the LYO MERCHANT supported
cryptocurrencies as
requested.
16.4. Merchants shall withdraw the Funds only in cryptocurrency, and such
withdrawal is subject to LYO
MERCHANT's withdrawal limit.
16.5. Withdrawal limit:Merchant may withdraw the Funds at any time from LYO
MERCHANT and each withdrawal is
subject to limitation of 2500 USDT.
17. Fees
17.1. LYO MERCHANT Network Costs - Please note that the Network Costs will be
processed by the Network
providers and LYO MERCHANT
WILL NOT charge any cost for the Network. Merchant or the end user
shall
be
responsible for the Network fee.
17.2. LYO MERCHANT Transaction Fee- LYO MERCHANT shall process one percent (1%)
fee
(
“Transaction Fee” ),
along with any applicable VAT or similar taxes on all transactions that occur using the commerce
application
through which you accept certain blockchain-based digital currency, app coins, protocol tokens,
or
other
digital currency from your customers (such transactions being “Transactions”).
17.3 Refund Fees on Successful Payments for LYO MERCHANT- For every full or
partial refund on a successful
payment by Merchant, we will deduct the Transaction fee used to send such a refund from the
amount
of
cryptocurrency that is refunded to the Shopper (i.e., the Shopper may bear this Transaction
fees).
If you
choose to bear the Transaction fees for such a refund, this Transaction fees deduction will
appear
as a
separate entry in your Transaction History after the refund is executed. WE RECOMMEND THAT YOU
DISCLOSE TO
SHOPPERS IN YOUR REFUND POLICY THAT THEY MAY BEAR TRANSACTION FEES ON REFUNDS OF SUCCESSFUL
PAYMENTS.
18. DISCLOSURE: Material Risks of Cryptocurrency Disclosure
While there are material risks from accepting various forms of payment (such as cash, other fiat
currencies,
network card payments, other proprietary electronic payments and alternative cryptocurrency payments),
LYO
MERCHANT discloses the following:
18.1. Cryptocurrency is not backed by the government, and accounts and value
balances are not subject to
Federal Regulations;
18.2. Legislative and regulatory changes or actions at the local or international
level may
adversely affect
the use, transfer, exchange, and value of cryptocurrency;
18.3. Transactions in cryptocurrency may be irreversible, and, accordingly,
losses due to fraudulent or
accidental transactions may not be recoverable;
18.4. Some cryptocurrency transactions shall be deemed to be made when recorded
on a public ledger, which is
not necessarily the date or time that the Shopper initiates the transaction;
18.5. The value of cryptocurrency may be derived from the continued willingness
of market participants to
exchange fiat currency for cryptocurrency, which may result in the potential for permanent and
total loss of
value of a particular cryptocurrency should the market for that cryptocurrency disappear;
18.6. There is no assurance that a person who accepts a cryptocurrency as
payment today will continue to do
so in the future;
18.7. The volatility and unpredictability of the price of cryptocurrency
relative to fiat currency may
result in significant loss over a short period of time;
18.8. The nature of cryptocurrency may lead to an increased risk of fraud or
cyber-attack;
18.9. The nature of cryptocurrency means that any technological difficulties
experienced by LYO MERCHANT may
prevent the access or use of a Shopper’s cryptocurrency; and
18.10. Any bond or trust account maintained by LYO MERCHANT for the benefit of
our Merchants may not be
sufficient to cover all losses incurred by Shoppers.
19. Advertising and Marketing
19.1. With your prior written approval, we may publish your corporate name, URL,
artwork,
text, logo, case
studies, and other publicly available information about your business ("Content") in LYO
MERCHANT's
promotional materials, marketing channels and business directory. A third party may use LYO
MERCHANT's
publicly available Content and tailor the data to create entries for directories or other
channels, 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 or quote in the form of a blog post, promotional material, press
release, or
interview, and/or a reference. You have no obligation to provide Content, a testimonial, quote
or reference.
Upon mutual agreement, you and LYO MERCHANT may engage in a separate marketing campaign.
19.2. 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: (a) will not infringe,
violate or
misappropriate any third-party copyright, patent, trade secret or other proprietary rights,
(b) will not
infringe any rights of publicity or privacy, and (c) will not be defamatory or otherwise
violate any law.
20. Intellectual Property Rights (“IP”)
You agree and acknowledge that we own all right, title, and interest in our Services, the associated
software, technology tools and content, the LYO MERCHANT service marks and logos, Platform, the content
displayed on the Platform, and other materials produced by us (collectively, “LYO MERCHANT IP”). You are
only permitted to use our Services and LYO MERCHANT IP to offer the acceptance Services to your
Shoppers,
according to these Terms. We grant you a personal, limited, revocable, non-exclusive and
non-transferable
license to use LYO MERCHANT IP. You shall not rent, lease, sublicense, distribute, transfer, copy,
reproduce, download, display, modify or timeshare LYO MERCHANT IP or any portion thereof, or use LYO
MERCHANT 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 LYO MERCHANT IP, nor
shall
you translate, reverse engineer, decompile or disassemble LYO MERCHANT IP.
21. Warranty Disclaimers
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF OUR SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE
OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND
THAT
THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE
AND
SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY,
WHETHER
EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LYO MERCHANT
SPECIFICALLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND/OR NON-INFRINGEMENT. LYO MERCHANT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE
SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR
ERROR-FREE.
USE OF ANY PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO YOU AS A
CONVENIENCE,
SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS BACKUP YOUR PRIVATE ACCESS KEY VIA
SECONDARY
MEANS.
22. Indemnity
You will indemnify and hold harmless LYO MERCHANT and our officers, directors, employees and agents from
and
against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including,
without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i)
your access to or use of our Services or Content, (ii) your User Content, (iii) Third Party Materials,
or
(iv) your violation of these Terms.
23. Limitation of Liability
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, LYO MERCHANT SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE,
WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE OUR
SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR
LOGIN
CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP PHRASE, OR FOR
MISTAKES,
OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES
TO
THE ETHEREUM NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT
IN
THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON
THE
ETHEREUM NETWORK. LYO MERCHANT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY
SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR
UNAUTHORIZED
USE OF OUR SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF LYO MERCHANT HAS BEEN ADVISED OF OR KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. LYO MERCHANT SHALL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR
INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH OUR PLATFORM OR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LYO MERCHANT’S TOTAL
LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING
PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE
LOCAL
CURRENCY OF THE APPLICABLE JURISDICTION.
24. General Terms
24.1. These Terms constitute the entire and exclusive understanding and agreement
between LYO MERCHANT and
you regarding the Services and Content, and these Terms supersede and replace any and all prior oral
or
written understandings or agreements between LYO MERCHANT and you regarding the Services and
Content. If any
provision of these Terms is held invalid or unenforceable that provision will be enforced to the
maximum
extent permissible and the other provisions of these Terms will remain in full force and effect. You
may not
assign or transfer these Terms, by operation of law or otherwise, without our prior written consent.
Any
attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely
assign
or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and
inure to
the benefit of the parties, their successors and permitted assigns.
24.2. Any notices or other communications provided by us under these Terms,
including those regarding
modifications to these Terms, 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 (collectively, "Communications") that we provide in connection with your
Account and
your use of our Services.
24.3. Our failure to enforce any right or provision of these Terms will not be
considered a waiver of such
right or provision. The waiver of any such right or provision will be effective only if in writing
and
signed by a duly authorized representative of LYO MERCHANT. Except as expressly set forth in these
Terms,
the exercise by either party of any of its remedies under these Terms will be without prejudice to
its other
remedies under these Terms or otherwise.
24.4. These Terms are written in English. Any translated version is provided solely
for your convenience. To
the extent any translated version of our Terms conflicts with the English version, the English
version shall
prevail.
24.5. Unless otherwise provided in these Terms, a person or entity who is not a
party to these Terms shall
have no right to enforce any term of these Terms, regardless of whether such person or entity has
been
identified by name, as a member of a class or as answering a particular description. For the
avoidance of
doubt, nothing in this provision shall affect the rights of any permitted assignee or transferee of
these
Terms.
25. Account Suspension and Closure
25.1. You may close your Account anytime. In such an event you shall be obligated
to pay us any fees
incurred, if applicable, before the closure, and we will remit to you funds not yet paid to you. If
your
Account balance is below our documented minimum transfer amount, you may be responsible for any
applicable
transaction fees that may be incurred in the funds transfer. Please contact LYO MERCHANT to close
your
Account.
25.2. Our Right to Decline, Suspend, or Close Your Account - We reserve the right
to suspend or close your
Account, without notice, if we learn or reasonably suspect, in our sole discretion, that you will
use or
have used your Account to engage in unlawful or financial crimes or illegal activity in violation of
applicable laws or regulations, these Terms, and/or our other applicable terms and policies. We
reserve the
right at all times to monitor, review, retain and/or disclose any information you provided as
necessary to
satisfy any applicable law, regulation, sanctions and/or governmental request. Furthermore, if you
do not
have a paid transaction for more than a year, we reserve the right to suspend the Account and
automatically
disable processing capabilities. You will be notified of such action.
26. Force Majeure
Neither you and/or LYO MERCHANT (“party/parties”) 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, non-performance of our vendors or suppliers, acts of God, pandemics,
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.
27. Confidentiality
27.1. We respect your privacy and will not disclose your personal information to
third
parties without your
consent, except as required by law. Any information you provide to us will be held with the utmost
care
and
will not be used in ways that you have not consented to. For more information, please read our
Privacy
Policy.
27.2. Confidential Information” is defined as any information of the disclosing
party,
which is marked or
disclosed orally or visually to be as “Confidential” or “Proprietary” or if not so marked, should be
reasonably understood from the information itself, to be confidential; Confidential Information
shall
include without limitation, information accessed via the LYO MERCHANT 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.
28. Anti-Money Laundering & Combating Finance Terrorism (AML/CFT) Policy
28.1. This AML/CFT Policy is established to prevent and mitigate possible risks
from being involved in
illegal or illicit activities and to enable it to meet the legal and regulatory obligations. This
AML/CFT
Policy is subject to changes and updates by us from time to time to ensure compliance with any
applicable
legislation and international AML/CFT practices. Further, this AML/CFT Policy confirms our
commitment to
prevent Money Laundering (“ML”) and Terrorist Financing (“TF”) in our business practices and
transactions.
We have established Know Your Client (KYC) procedures to combat ML and TF. These procedures allow us
to
identify every merchant that we deal with, to understand the legitimacy of our business
relationships and to
identify and react to unusual or suspicious activity.
28.2. Your relationship with us and use of any of the services on our Platform,
may be subject to the laws
and regulations of governmental or regulatory bodies authorized in your or our jurisdiction. By
entering
into this AML/CFT Policy, you agree to act in compliance with and be legally bound to any and all
applicable
laws.
28.3. LYO MERCHANT is committed to exercise due diligence when dealing with you.
LYO MERCHANT verifies the
obtained information from you before establishing a business relationship to minimize the range of
risks.
LYO MERCHANT is developed with diligent procedures to verify the identity of all (including the
authorized
representative, shareholders, directors, and, if relevant, family members in the event of PEPs). You
are not
allowed to use any of the service(s) offered on the Platform prior to completion of the required KYC
identification and verification (“Onboarding Process”) by us. After successful completion of the
Onboarding
Process attained, you will be able to access the services on our Platform.
28.4. LYO MERCHANT undertakes an ongoing KYC identification and transaction
monitoring system. Through the
integrated KYC procedure and transaction monitoring system, we ensure to diligently monitor the
relations
with you, on an ongoing basis and observe the conduct of your withdrawals to ensure that the
withdrawals are
consistent with your knowledge, business, risk profile and appropriate Funds. PLEASE NOTE THAT YOUR
WITHDRAWALS ARE SUBJECT TO SCREENING AGAINST TRANSACTION MONITORING PROVIDERS.
28.5. LYO MERCHANT keeps the original or a true copy of all KYC documents,
transactional records, data and
information it receives from you in a readily retrievable format for five (5) years.
28.6. Where the LYO MERCHANT suspects that your funds are associated with any money
laundering, terrorist
financing and/or other illegal activities and/or transactions we will report the relevant knowledge
or
suspicion to applicable governmental and regulatory authorities. PLEASE NOTE THAT IN SUCH
CIRCUMSTANCES YOUR
LYO MERCHANT ACCOUNT AND ACTIVITIES SHALL BE FROZEN UNDER OUR SOLE DISCRETION.
29. Privacy Policy
Please refer to our LYO MERCHANT Privacy Policy for information on how we collect, use and disclose
information from our Merchants. You acknowledge and agree that your use of our Services is subject to
conditions, and that we can collect, use and/or disclose your information (including any personal data
you
provide to us) in accordance with our Privacy Policy.
30. Termination
We may terminate or suspend your access to and use of our Services with immediate effect, at our sole
discretion for any reason, at any time and without notice to you. You may cancel your Account at any
time by
following the account closure instructions in our Platform. Upon any termination, discontinuation or
cancellation of Services or your Account, all rights and/or licenses granted to you under these Terms
shall
immediately cease and terminate.
31. Governing Law
31.1. These Terms and the license shall be governed in all respects by the
substantive laws of Hong Kong,
without regard to its provisions relating to conflict of laws. You agree to submit to the personal
and
exclusive jurisdiction and venue of the state and courts located within Hongkong. The failure of LYO
MERCHANT to exercise or enforce any right or provision of the Terms shall not constitute a waiver of
such
right or provision. If any provision of the Terms is found by a court of competent jurisdiction to
be
invalid, the parties nevertheless agree that the court should endeavor to give effect to the
parties’
intentions as reflected in the provision, and the other provisions of the Terms of Use or the
license remain
in full force and effect. You agree that regardless of any statute, regulation, or law to the
contrary, any
claim or cause of action you may have arisen out of or related to use of our Platform or these Terms
must be
filed within one (1) year after such claim or cause of action arose or be forever barred.
31.2. You agree to abide by all applicable local, state, national, and
international laws and regulations in
your use of our LYO MERCHANT Platform. You agree to comply with all applicable laws, rules and
regulations
regarding the export of technical data from Platform.
32. Dispute Resolution
32.1. The Parties shall cooperate in good faith to resolve any dispute, controversy
or claim arising out of,
relating to or in connection with this Agreement, including with respect to the formation,
applicability,
breach, termination, validity or enforceability thereof. We have adopted an Internal Complaint
procedure in
order to ensure a fair and quick process for handling all complaints that may arise. The parties
shall
endeavor to resolve the issues amicably. You agree to make a diligent, good faith attempt to resolve
any
disputes or controversies relating to or arising out of these Terms by negotiating with us via email
at
info@lyomerchant.com. In any event, if the matter cannot be resolved, in such an instance it shall
be
reported in writing to the customer support with the facts of the matter.
32.2. IN ANY CIRCUMSTANCES, FAILURE TO FOLLOW AS THE ABOVE-MENTIONED PROCESS OF
THESE TERMS, BEFORE FILING
AN ARBITRATION CLAIM OR SUIT IN ANY LOCAL SMALL CLAIMS COURT OR INSTITUTION, WE SHALL HAVE THE RIGHT
TO ASK
THE ARBITRATOR TO DISMISS YOUR FILING OF COMPLIANT, UNLESS YOU COMPLETE OUR INTERNAL COMPLAINT
PROCESS.
32.3. The Parties agree that any continued dispute between them arising out of or
in connection with this
Agreement, including any question regarding its existence, validity or termination, shall be
referred to and
finally resolved by ad hoc arbitration and shall be determined in accordance with the London Court
of
International Arbitration (LCIA) Rules of Arbitration by 3 arbitrators. The language of the
arbitration
shall be English. The parties shall pay their own respective fees. The seat of the arbitration shall
be in
London.
32.4. The decision of the Arbitrator shall be final and legally binding.
33. Feedback
We welcome feedback, comments, ideas, and suggestions for improvements to the Services
(“Feedback”) . You
can
submit Feedback by contacting us. You grant to us a non-exclusive, worldwide, perpetual, irrevocable,
fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property
rights that you own or control to use, copy, modify, create derivative works based upon and to otherwise
exploit the Feedback for any purpose.
34. Contact Information
If you have any questions about these Terms or our Services, please contact us at
info@lyomerchant.com.
EXHIBIT A
PROHIBITED USE AND PROHIBITED BUSINESS - This policy sets forth the limitations
concerning your use of our
Services.
a) PROHIBITED USE-
You may not use our Services to engage in the following
categories of activity
(“Prohibited Uses”) . The Prohibited Uses extend to any third party that gains access to our Services
through
your account or otherwise, regardless of whether such third party was authorized or unauthorized by
you to
use our Services. The specific types of uses listed below are representative, but not exhaustive, of
Prohibited Uses. By using our Services, you confirm that you will not use the Services to do any of
the
following:
● Unlawful Activity: Activity which would violate, or assist in violation of,
any law, statute, ordinance,
or regulation, sanctions programs administered in the countries where LYO MERCHANT conducts
business, or
which would involve proceeds of any unlawful activity; publish, distribute or disseminate any
unlawful
material or information.
● Abusive Activity: Actions which impose an 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 the Platform that contains viruses, Trojan horses, worms, or
any other
harmful or deleterious programs; attempt to gain unauthorized access to the Platform, other
accounts,
computer systems or networks connected to the Platform, through password mining or any other
means; use
account information of another party to access or use the Platform; or transfer your account
access or
rights to your account to a third party, unless by operation of law or with the express
permission of LYO
MERCHANT.
● Abuse Other Users: Interfere with another of our user’s access to or use of
any Services; 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; harvest or otherwise
collect
information from the Platform about others, including, without limitation, email addresses,
without proper
consent.
● Fraud: Activity which operates to defraud LYO MERCHANT, LYO MERCHANT users,
or any other person; provide
any false, inaccurate, or misleading information to LYO MERCHANT.
● Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making;
fantasy sports leagues with
cash prizes; Internet gaming; contests; sweepstakes; games of chance.
● Intellectual Property Infringement: Engage in transactions involving items
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 our “LYO”
intellectual
property, name, or logo, including use of our LYO trade or service marks, without express
consent from LYO
MERCHANT, respectively, or in a manner that otherwise harms LYO MERCHANT or our “LYO” brand; any
action that
implies an untrue endorsement by or affiliation with LYO MERCHANT.
● Written Policies: You may not use the Services in a manner that violates, or
is otherwise inconsistent
with, any operating instructions promulgated by LYO MERCHANT.
b) PROHIBITED BUSINESS.
The following categories of businesses, business
practices, and sale items are
barred from our Services
(“Prohibited Businesses”). The specific types of use listed below are
representative, but not exhaustive, of Prohibited Businesses. If you are uncertain as to whether or
not your
use of our Services involves a Prohibited Business, or have questions about how these requirements
apply to
you or your customers, please contact us. By opening an Account, you confirm that you or your
customers will
not use our Services in connection with any of following businesses, activities, practices, or
items:
● Restricted Financial Services: Check cashing, bail bonds, collections
agencies.
● 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.
● Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name
or designer products or
services; sale of goods or services that are illegally imported or exported or which are
stolen.
● Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and
any equipment designed for
making or using drugs.
● Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health
claims that have not been
approved or verified by the applicable local and/or national regulatory body.
● Substances designed to mimic illegal drugs: Sale of a legal substance that
provides the same effect as an
illegal drug.
● Adult Content and Services: Pornography (including literature, imagery and
other media); sites offering
any sexually-related services such as prostitution, escorts, pay-per view, or adult live chat
features.
● Multi-level Marketing: Pyramid schemes, network marketing, and referral
marketing programs.
● Unfair, Predatory or Deceptive Practices: Investment opportunities or other
services that promise high
rewards; sale or resale of a service without added benefit to the buyer; resale of government
offerings
without authorization or added value; sites that we determine in our sole discretion to be
unfair,
deceptive, or predatory towards consumers.
● Gambling Services.
● Weapons Manufacturers/Vendors.
● Money Services: Gift cards; prepaid cards; sale of in-game currency
unless the merchant is the operator of
the virtual world; act as a payment intermediary or aggregator or otherwise resell any
of the Services.
● Crowdfunding.
● High-risk Businesses: any businesses that we believe pose elevated
financial risk or legal liability.
c) CONDITIONAL USES- LYO MERCHANT may also require you to agree to additional
conditions, make supplemental
representations and warranties, complete enhanced on-boarding procedures, and operate subject to
restrictions if you use our Services in connection with any of following businesses, activities,
or
practices:
● Charities: Acceptance of donations for nonprofit enterprise.
● Games of Skill: Games which are not defined as gambling under these Terms or
by law, but which require an
entry fee and award a prize.
● Religious/Spiritual Organizations: Operation of a for-profit religious or
spiritual organization.