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.

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