LYOMERCHANT Terms of Service

Last Updated: July, 2022

 

LYOMERCHANT (“LYOMERCHANT” 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 LYOMERCHANT 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 digital assets; (iii) access reporting and invoicing capabilities; and any additional functionality to LYOMERCHANT may add to the Platform from time to time (collectively the “Services”). LYOMERCHANT can be integrated with any e-commerce business to further proceed with smooth payment obligations. LYOMERCHANT 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 LYOMERCHANT 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 LYOMERCHANT when paying a Merchant’s invoice that is forwarded by LYOMERCHANT to a Merchant during checkout, when requesting a refund from a Merchant, when creating a LYOMERCHANT account, or when making a donation to a non-profit)


2. 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.

3. Privacy Policy

Please refer to our LYOMERCHANT 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.

4. Changes to Terms or Services

We may modify the Terms at any time at our sole discretion. If we do so, we will let you know either by posting the modified Terms on our Platform, or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are either posted on the Platform, or through other methods of communication which we deem reasonable, whichever is earliest, unless we indicate otherwise. It is important that you review the Terms whenever we modify them because if you continue to use our Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use our Services. Due to the fact that our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

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.

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 – LYOMERCHANT requires 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 LYOMERCHANT 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. LYOMERCHANT 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.

6.3. Transaction Processing Limits - LYOMERCHANT imposes daily and annual transaction processing volume limits per Account. If you wish to increase your limit, you will be required to apply for an upgrade from your Account dashboard (“Dashboard”) and provide us with documentation necessary to qualify for that upgrade. Depending on the upgrade request, you may be required to provide additional information and documentation. Requests will not be approved until all required documentation has been reviewed and the accuracy and authenticity of the information has been confirmed. 

7. Shopper Verification

Your Shoppers may be required to complete a verification process at the time of payment, depending on the amount of the transaction, as part of our AML/CFT compliance obligations. This process is known as creating a “LYOMERCHANT ID”.

8. 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. 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.

9. Merchant’s Representations

You represent and that:

9.1. 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;

9.2. 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;

9.3. 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;

9.4. Your use of our Services will not contravene any applicable international or local laws or regulations, including tax laws and regulations;

9.5. 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;

9.6. Your use of our Services will violate neither these Terms nor any other applicable Terms of use and Privacy Policy; and

9.7. 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.

 

10. 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):

10.1. Be considered a “Prohibited Use” or “Prohibited Business”, as further described and set forth in Exhibit A, attached hereto;

10.2. Violate the terms for a “Conditional Use” or other provisions set forth in Exhibit A;

10.3. Violate, misappropriate, or infringe the rights of LYOMERCHANT, our users, third parties,

or others, including privacy, publicity, intellectual property, or other proprietary rights;

10.4. Are illegal, defamatory, threatening, intimidating, or harassing;

10.5. Involve impersonating someone;

10.6. Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark;

10.7. Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like;

10.8. 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;

10.9. Disguise your location through IP proxying or other methods;

10.10. 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;

10.11. Involve any unfair, deceptive or abusive act or practice;

10.12. Violate any applicable law or regulation; or

10.13. Knowingly encourage or enable any other individual to do any of the foregoing.


11. Records

11.1. Our Obligations - Pursuant to applicable laws and regulations, LYOMERCHANT 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.

11.2. 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.

11.3. Request for Documentation and Right to Inspect Records - LYOMERCHANT 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.

11.4. 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.

12. Security and Wallet Security

12.1. Security - We have implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. Our security measures include risk assessments and controls for the following: application and system access, system and application development and maintenance, acceptable use, data classification, incident response, disaster recovery and business continuity, and security training. We cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law. If we reasonably suspect or we become aware of a breach of our security measures that may have impacted you, your Account or your information, we shall provide you with notice within 72 hours of gaining such suspicion or becoming aware of such breach. Such notice will be provided to your email address included in your Merchant profile.

12.2. Digital Wallet Security - Shoppers sending cryptocurrency payments and Merchants receiving settlements in cryptocurrency need to have a digital wallet. A digital wallet is a piece of software enabling a user to store encrypted private keys, used to sign transactions to access funds. A custodial digital wallet constitutes an account where third parties serve as financial intermediaries or custodians of a Shopper’s cryptocurrencies. A custodial wallet provider stores the Shopper’s private keys and thus has control over their funds. A non-custodial digital wallet does not constitute an account where third parties serve as financial intermediaries or custodians of a Shopper’s cryptocurrencies. 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.

12.3. Shoppers and Merchants may use any cryptocurrency wallet to store their funds, including the LYOTRADE/LYOPAY wallet if necessary. LYOMERCHANT 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.

12.4. LYOMERCHANT 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

12.5. 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 up to you to decide how to handle any inquiries or potential claims. LYOMERCHANT does not get involved in resolving such issues.

13. Invoices

13.1. Invoice Generation and Competitive Exchange Rate Guarantee for Your Shopper - In order to accept a cryptocurrency payment, you need to create a payment request (“Invoice”) using of our Services, based on the amount you want to collect in your settlement currency, such as U.S. Dollars or Euros, or in any of the supported cryptocurrencies. LYOMERCHANT's hosted invoice user interface must be displayed to the Shopper during checkout.

13.2. LYOMERCHANT 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 LYOMERCHANT Invoice. For more information about how LYOMERCHANT calculates exchange rates and factors in market depth, please refer to LYOMERCHANT exchange rate.

13.3. 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 LYOMERCHANT at present does not accept stable coins. Further, LYOMERCHANT 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.

13.4. Invoice Completion - An Invoice is considered “complete” by us if it has been fully paid by the Shopper, the corresponding transaction has reached our required number of block confirmations, and the payment has been credited to your Account ledger.

13.5. The number of confirmations required for a transaction depends on several factors, including the blockchain being used and our internal analysis of risk. We 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.

13.6. A confirmed Invoice means that payment has been made and the required block confirmations have occurred, such that the transaction has passed our risk validation measures, but it still needs to be credited to your Account ledger.

13.7. You have the option to inform your Shopper that you have accepted the Invoice as paid before LYOMERCHANT deems the Invoice completed, e.g., an Invoice payment that is not confirmed. LYOMERCHANT is not liable for settling Invoices which are not considered fully paid and complete. In other words, 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. Your Dashboard will display the current status for each payment (i.e., “paid”, “confirmed”, “complete”, “overpaid”, “underpaid”, “refunded”, or “invalid”). Payments that may be fraudulent will be identified in the Dashboard as invalid, which reflects that they have failed to achieve any block confirmations in the applicable blockchain. The failure to achieve block confirmations could also occur for reasons other than fraud (e.g., the payment was sent with insufficient miner fees).

14. Payment Exceptions

14.1. In certain situations when an Invoice is underpaid or overpaid, it will result in a “payment exception”. Shoppers will automatically receive a notification via email and/or SMS messaging from LYOMERCHANT in order to claim the underpayment or overpayment, as described below. LYOMERCHANT incurs miner fees to refund a payment. If a Shopper  requests a refund for a payment exception, LYOMERCHANT will deduct the miner fees from the refunded amount (see Section 14, Fees, for details).

14.2. Underpayments - 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. LYOMERCHANT will notify the Shopper of the underpayment by email and/or SMS message and such notification will enable the Shopper to request a refund for the partial payment. The Shopper may also request a refund of the underpayment directly from the Invoice. To complete the transaction, the Shopper will need to generate a new Invoice by restarting the checkout process. The new Invoice will provide the Shopper  with a new payment amount based on the then-current exchange rate and a new time window in which to complete the payment.

14.3. Overpayments - Overpayments occur when a Shopper sends funds in excess of the amount needed to fulfill the Invoice. In such cases, the Invoice passes through the state of being paid in full and is marked as an overpayment. Once the Invoice status is set to "complete", the funds needed to fully pay the Invoice are applied to your Account. However, the excess funds are not applied. LYOMERCHANT will send a notification by email and/or SMS message to the Shopper enabling the Shopper to request a refund for the excess funds. The Shopper also has the ability to request a refund of the excess funds directly from the Invoice.

14.4. Orphan Payments - “Orphan payments” occur when a transaction is received outside the time window referenced in Section 14, Invoice Generation and Competitive Exchange Rate Guarantee. Any payments sent to the expired Invoice will show up in LYOMERCHANT’s system as an orphan payment. Orphan payments also occur when a Shopper sends cryptocurrency to one of our wallets addresses without a connection to an Invoice. LYOMERCHANT cannot automatically associate orphan payments with an Invoice. For more information or to resolve orphaned payments, either you or the Shopper will need to reach out to our support team (LYOMERCHANT support teams) with required information. Orphan payments are failed payments, and cannot be applied to an Invoice. If an orphan payment occurs, the Shopper will need to generate a new Invoice and restart the checkout process.

14.5. Unsupported Payments - Unless explicitly mentioned on our Platform or in this Terms, we do not support or process payments for unsupported coins, tokens, or blockchain forks, collectively known as Unsupported Payments. Shoppers should not pay a LYOMERCHANT Invoice and/or send Unsupported Payments to LYOMERCHANT. If a Shopper transmits such unsupported payments, the Shopper may lose any perceived value in such Unsupported Payments. Additionally, LYOMERCHANT assumes no responsibility whatsoever with respect to Unsupported Payments and note that the Shoppers will not be able to recover it from LYOMERCHANT. For an overview of currently supported cryptocurrencies, please refer to the exchange rates.

14.6. Unclaimed Property - If a payment exception occurs, LYOMERCHANT will try to locate you or the Shopper using the information shown in our records, but if LYOMERCHANT is unable to contact you or the Shopper and/or has no record of you or the Shopper's use of our Services for several years, applicable law may require LYOMERCHANT to report these funds as unclaimed property to the applicable jurisdiction. LYOMERCHANT reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

14.7. Delayed Settlement - If we need to conduct an investigation or resolve any pending dispute related to your Account, or if required by law, court order, or at the request of law enforcement, we may delay settlement or restrict access to settlement funds. In the case of a delayed settlement, we will strive to promptly inform you, unless prohibited by court order or law enforcement. We will not be liable to you for any damages or harm caused as a result of such delayed settlement or restricted access. Unless required to delay settlement by law, we are committed to not delay or restrict settlement unnecessarily, and if partial delay or restriction is possible, we will only partially delay or restrict. Once the reasons for delayed settlement or restricted access to settlement funds can be reasonably proven to have been resolved, LYOMERCHANT will pay the full amount of such funds to you without undue delay.

15. Account Information - You will have access to Account information detailing your ledger, transaction and settlement history through your Dashboard or via LYOMERCHANT’s API. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

16. LYOMERCHANT Supported Cryptocurrencies - LYOMERCHANT payment can be made by BTC, ETH, and TRX 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 LYOMERCHANT may decide to remove a particular cryptocurrency as a payment option. Therefore, note that the LYOMERCHANT reserves the sole discretion to decide the cryptocurrencies for the payment option in the Platform.

17. Refunds

17.1. General Procedures - LYOMERCHANT can facilitate cryptocurrency refunds to Shoppers on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund based upon the value in which the relevant goods and/or services were priced (pricing currency) or the amount of the applicable cryptocurrency used to pay the Invoice (payment currency). Refunds will be remitted in the same cryptocurrency used to pay the Invoice. If you do not have enough funds in your Account to cover pending refund requests, we may require you to make a bank deposit to an account specified by us. Any required currency conversion during the refund process will be calculated at a spot rate determined by us, following the guidelines found here in LYOMERCHANT exchange-rates support.

17.2. Disclosure of Merchant Refund Policy - LYOMERCHANT 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 (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g., where a service is provided). For refunds in amounts based upon the fiat pricing currency (i.e., the fiat price for the applicable goods/services), LYOMERCHANT will convert the value of the currency in which the item was priced to the applicable cryptocurrency using the exchange rate at the time the refund is sent to the Shopper.

17.3. Refund of Payment Exceptions - If a payment exception is refunded within 30 days after the Invoice creation date, the exact amount of cryptocurrency originally received will be returned to the Shopper, less the applicable miner fee.

17.4. If a payment exception is not refunded by the 30th day after the Invoice creation date, LYOMERCHANT will establish a maximum U.S. Dollar or Euro or chosen currency value for the refund based upon the exchange rate on such 30th day. Thus, when the refund is ultimately sent, the amount of the refund will be the lesser of the amount of cryptocurrency originally sent to LYOMERCHANT, or the cryptocurrency equivalent of the maximum U.S. Dollar/Euro value as determined from the exchange rate at the time the refund is sent. The applicable miner fee required to send the refund will be deducted from the amount of the refund sent to the Shopper.

Example with U.S. Dollars for BTC (same applies to other supported cryptocurrencies) if BTC price is lower after the 30th day: Example with U.S. Dollars for BTC (same applies to other supported cryptocurrencies) if BTC price is higher after the 30th day:


18. Settlement

18.1. Methods of Settlement - LYOMERCHANT will clear payments from your Shopper s to you over the cryptocurrency peer-to-peer payment network and credit your Transaction History, according to your settlement preferences that you established in your Dashboard. The debits and credits to your Transaction History are funds temporarily held by LYOMERCHANT until settlement to your bank account and/or wallet can take place. You can receive settlement in a local currency, in any of the supported cryptocurrencies, or in a mixture of both, and we have no right to impose any cryptocurrency over local currency, as your choice in this respect supersedes any of our preferences.

18.2. A Transaction History will be created for each currency selected for settlement pursuant to your settlement preferences. If you change your settlement preferences, those changes will be effective for Transaction History balances that are received after the date of the change. Any Transaction History balances dating from before the preference change will settle pursuant to your pre-change settlement preferences.

18.3. Your Bank Account - You must provide us with written notice at least one (1) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, nor will we be liable or responsible for any errors in the account or address information that you have provided to us.

18.4. Settlements in Local Currencies - Direct deposit to a designated bank account in fiat currency is available to Merchants located in certain countries. Please refer to LYOMERCHANT support page with information for a list of those countries. If you wish to receive direct deposits, you must provide valid bank account information and keep such information current. Each business day, we will send a direct deposit to your bank account to clear out your accumulated Transaction History balance, provided that (a) the settlement minimums are met, and (b) funds will be deposited in your bank account within two business days following the settlement order. We reserve the right to charge you applicable wire fees.

18.5. Settlements in Supported Cryptocurrencies; Disclosure of Material Risks - If your settlement preference includes cryptocurrency settlement, any supported cryptocurrency accepted by LYOMERCHANT on your behalf must be settled to a cryptocurrency wallet that you provide. Payments in any of the supported cryptocurrencies will be sent to your designated wallet address, generally by the end of the day following the relevant transaction (as determined in desired jurisdiction time) and provided that the settlement minimum is met. We are not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

18.6. You assume the volatility risk of the cryptocurrencies in which settlement occurs. If any of the supported cryptocurrencies are the chosen settlement medium, you assume the volatility risk of the cryptocurrency value.

18.7. Absent a written agreement to the contrary, LYOMERCHANT’s acceptance Services do not include cryptocurrency custody. If you choose to be settled in cryptocurrency, and if we cannot complete such a settlement with you, LYOMERCHANT will freeze the value of any Transaction History balance at the conversion rate at the time the settlement otherwise would have occurred. For example, if a Shopper makes a purchase from you such that you are to be settled 0.1 BTC, but we cannot complete the settlement to a wallet address that you provided, then when the settlement to your wallet would otherwise have occurred, we will freeze the value of the settlement in the U.S. Dollars/Euro at the applicable U.S. Dollar/Euro conversion rate. You may subsequently be settled in cryptocurrency or fiat, but that settlement amount will be based on the frozen U.S. Dollar/Euro or chosen LYOMERCHANT currency value, regardless of currency value fluctuations in the intervening period. In this example, and using U.S. Dollars, if at the time the settlement would otherwise have occurred to your wallet, the value of 0.1 BTC was U.S.$5,000, then that will be the value frozen for this transaction on your Account ledger. If you ultimately decide to receive fiat settlement of this Transaction History balance, such settlement will be for U.S.$5,000, regardless of the prevailing BTC to U.S. Dollar exchange rate at the time of settlement. Similarly, if you maintain your bitcoin settlement preference and you provide a valid bitcoin wallet address, we will remit settlement at the then prevailing exchange rate based on the U.S.$5,000 value (e.g., if the exchange rate when we complete the settlement--after receiving a valid wallet address is 1 BTC: U.S.$80,000, you will receive 0.0625 BTC, or if the exchange rate is 1 BTC: U.S.$25,000, you will receive 0.2 BTC).

18.8. LYOMERCHANT does not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our Platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them.

19. Fees

19.1. LYOMERCHANT Network Costs - LYOMERCHANT network costs are additional fees incurred by LYOMERCHANT in aggregating received payments and settling such payments to Merchants. Network costs are based upon the miner fees that LYOMERCHANT incurs in providing its Services. Therefore, if miner fees rise, network costs also rise.

If the estimated amount of the network cost is more than U.S.$0.01, LYOMERCHANT lists the network cost on the Invoice and charges it as a separate fee to the Shopper.

19.2. LYOMERCHANT Processing Fees - We charge you a processing fee for each Invoice successfully processed through your Account. These fees are deducted from your Transaction History balances (net settlements). LYOMERCHANT’s processing fee is listed for each Invoice in your Dashboard and in the API output. We reserve the right to change our processing fee. We will provide not less than thirty (30) days’ advance notice of such a change, and your continued use of our Services following the period of advance notice of the fee change constitutes your acceptance of such change. Current pricing information is provided on our Platform.

19.3. Refund Fees on Successful Payments for LYOMERCHANT- Unless you instruct us otherwise, if you issue a full or partial refund on a successful payment, we will deduct the miner fee used to send such a refund from the amount of cryptocurrency that is refunded to the Shopper (i.e. the Shopper will bear this miner fee). If you choose to bear the miner fee for such a refund, this miner fee 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 miner fees on refunds of successful payments.

19.4. Refund Fees on Payment Exceptions - If a Shopper’s transaction ends up as a Payment Exception (see Section 15, Payment Exceptions), LYOMERCHANT deducts the corresponding miner fee used to return the payment to the Shopper from the total refund amount.

19.5. Fee Schedule

You shall pay LYOMERCHANT XXX percent (XX%) 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”). The pricing terms set forth herein are confidential and shall not be shared with any third parties.

19.6. Fee Summary

 

LYOMERCHANT Processing Fees

Refund Fees (Successful Payments; LYOMERCHANT)

Refund Fees (Successful Payments; LYOMERCHANT)

LYOMERCHANT Network Cost

Refund Fees (Payment Exceptions)

Merchant

Merchant Option

 

 

Shopper   

 

Default

 

20. 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), LYOMERCHANT discloses the following:

20.1. Cryptocurrency is not backed by the government, and accounts and value balances are not subject to Federal Regulations;

20.2. Legislative and regulatory changes or actions at the local or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency;

20.3. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

20.4. 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;

20.5. 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;

20.6. There is no assurance that a person who accepts a cryptocurrency as payment today will continue to do so in the future;

20.7. The volatility and unpredictability of the price of cryptocurrency relative to fiat currency may result in significant loss over a short period of time;

20.8. The nature of cryptocurrency may lead to an increased risk of fraud or cyber-attack;

20.9. The nature of cryptocurrency means that any technological difficulties experienced by LYOMERCHANT may prevent the access or use of a Shopper’s cryptocurrency; and

20.10. Any bond or trust account maintained by LYOMERCHANT for the benefit of our Merchants may not be sufficient to cover all losses incurred by Shopper

21. Refund Reserve

21.1. Upon your direction, we can set a refund reserve on your Account. The purpose of the refund reserve is to make sure there is always a buffer of funds available on your Account to cover pending refunds (e.g., when goods/services are not delivered).

21.2. If no refund reserve is set, pending refunds will be deducted from the balance on your Account, which is settled daily by us. If a refund reserve is set, we will only settle the pending balance sitting on top of the refund reserve amount. If there is no balance to be settled, we will use the funds available in your refund reserve to cover pending refund requests from your Account. If the refund reserve is being used, any incoming deposits to your Account would first refill the reserve up to the amount defined (incoming deposits are Invoices paid by Shoppers and/or bank deposits from you to an account specified by LYOMERCHANT). Refund reserve values are established and maintained in fiat currency only.

22. Settlement Minimum

22.1. LYOMERCHANT settles the accumulated balance on your Transaction History if it is above the minimum amount defined for the settlement currency selected on the Dashboard. Please refer to LYOMERCHANT info page for information related to minimum settlement amounts and deposit frequency.

22.2. For cryptocurrency Transaction History balances below the settlement minimum, LYOMERCHANT will freeze the transaction values in your Account at the U.S. Dollar or Euro (depending on the agreed upon preferences) equivalent value at the conversion rate at the time the settlement would otherwise have occurred (i.e., at the time the balance would have been settled but for the settlement minimum not being met). Once the cumulative Transaction History balance for a given cryptocurrency reaches the settlement minimum, as measured by the conversion rate at the applicable settlement time, LYOMERCHANT will remit the cryptocurrency settlement to your applicable wallet address.

23. Advertising and Marketing

23.1. 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 LYOMERCHANT's promotional materials, marketing channels and business directory. A third party may use LYOMERCHANT'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 LYOMERCHANT may engage in a separate marketing campaign.

23.2. 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.

24. 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 LYOMERCHANT service marks and logos, Platform, the content displayed on the Platform, and other materials produced by us (collectively, “LYOMERCHANT IP”). You are only permitted to use our Services and LYOMERCHANT 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 LYOMERCHANT IP. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare LYOMERCHANT IP or any portion thereof, or use LYOMERCHANT 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 LYOMERCHANT IP, nor shall you translate, reverse engineer, decompile or disassemble LYOMERCHANT IP.


25. 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, LYOMERCHANT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. LYOMERCHANT 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.


26. Indemnity

You will indemnify and hold harmless LYOMERCHANT 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.


27. Limitation of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, LYOMERCHANT 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. LYOMERCHANT 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 LYOMERCHANT HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. LYOMERCHANT 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 LYOMERCHANT’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.


28. General Terms

28.1. These Terms constitute the entire and exclusive understanding and agreement between LYOMERCHANT and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between LYOMERCHANT 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.

28.2. 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.

28.3. 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 LYOMERCHANT. 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.

28.4. 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.

28.5. 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.

29. Account Suspension and Closure

29.1. Your Right to Close Your Account - You may close your Account anytime. You will still be obligated to us for any fees incurred, if applicable, before the closure, and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your Account balance is below our documented minimum transfer amount, you may be responsible for any applicable transaction fees that may be incurred in the funds transfer. Please contact LYOMERCHANT to close your Account.

29.2. Our Right to Decline, Suspend, or Close Your Account - We reserve the right to decline to provide our Services to you or immediately 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 improper 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 as necessary to satisfy any applicable law,

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

29.4. Effect of Account Closure - If your Account is closed for any reason, you agree: (a) to continue to be bound by surviving portions of these Terms, (b) to immediately stop using our Services, (c) that the license provided under these Terms shall end, (d) to remove from your website, apps and marketing materials and will discontinue using any LYOMERCHANT service marks, logos or other branding, (e) that we will retain certain information and Account data as required under applicable laws and regulations, and (f) that we shall not be liable to you or any third party for termination of access to our Services, closure of an Account, or retention of information or Account data.

30. Force Majeure

Neither you and/or LYOMERCHANT (“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.


31. Confidentiality

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


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

33. No Joint Venture or Agency

Nothing in this Terms is intended to, or shall be deemed to, establish any joint venture between you and LYOMERCHANT, and other than the limited agency established in Section 1, nothing is intended to establish either party as an agent of the other.


34. 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, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of our Platform, Services and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions of these Terms will survive: Feedback, Content Ownership, Responsibility and Removal (save for the subsection “Rights in Content Granted by LYOMERCHANT” ), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.


35. Governing Law and Dispute Resolution

35.1. Applicable Law. These Terms and the license shall be governed in all respects by the substantive laws of Hongkong, 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 LYOMERCHANT to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use or the license 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 of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

35.2. Compliance with Applicable Law - You agree to abide by all applicable local, state, national, and international laws and regulations in your use of our LYOMERCHANT Platform. Our Platform is available only to individuals who are permitted to use it under applicable law. Our Platform is made available only for personal, non-commercial use and display by persons legally capable of entering commercial agreements. If you do not qualify, do not use our Platform. You agree to comply with all applicable laws, rules and regulations regarding the export of technical data from Platform. You agree: (i) You are solely responsible for your actions and the contents of your transmissions through our Platform. (ii) You will not impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity. (iii) You possess the legal right and ability to enter into these Terms of Use and the license and to use our Platform. Unauthorized use of this our Platform and our Services, including but not limited to unauthorized entry into LYOMERCHANT’s systems, misuse of passwords, or misuse of any information posted on a site, is strictly prohibited.

35.3. Internal Complaint Process and Dispute Resolution - 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 support@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.

35.4. 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.

35.5. 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.

35.6. The decision of the Arbitrator shall be final and legally binding. 

36. 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.


37. Contact Information

If you have any questions about these Terms or our Services, please contact us at support@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 LYOMERCHANT 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 LYOMERCHANT.

  • 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 LYOMERCHANT, LYOMERCHANT users, or any other person; provide any false, inaccurate, or misleading information to LYOMERCHANT.

  • 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 LYOtrade or service marks, without express consent from LYOMERCHANT, respectively, or in a manner that otherwise harms LYOMERCHANT or our “LYO” brand; any action that implies an untrue endorsement by or affiliation with LYOMERCHANT.

  • Written Policies: You may not use the Services in a manner that violates, or is otherwise inconsistent with, any operating instructions promulgated by LYOMERCHANT.

    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.

  • High-risk Businesses:any businesses that we believe pose elevated financial risk or legal liability.

    c). CONDITIONAL USES- Express written consent and approval from LYOTRADE on behalf of the LYOTRADE entities must be obtained prior to using Services for the following categories of business and/or use (“Conditional Uses''). LYOMERCHANT 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.