Effective date: April 7, 2023

Welcome, and thank you for your interest in Cheq Payments UAB. (“**Pay.so Core**,” “Core”, “we,” or “us”) and our website at https://core.pay.so, along with our related websites, hosted applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Pay.so Core regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,”  OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CORE’S PRIVACY POLICY [link to privacy policy] (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND CORE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PAY.SO CORE AND BY YOU TO BE BOUND BY THESE TERMS.

BY CLICKING “I ACCEPT,”  OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU UNDERSTAND THAT PAY.SO CORE IS MERELY A TECHNOLOGY SERVICE AND IS NOT A BANK, MONEY TRANSMITTER OR CUSTODIAN. WE MAKE EXTENSIVE USE OF THIRD-PARTIES TO DELIVER OUR SERVICES (”DELIVERY PARTNERS”). THESE DELIVERY PARTNERS ARE SOLELY RESPONSIBLE FOR THE SAFETY AND SAFE HANDLING OF YOUR FUNDS.

ARBITRATION NOTICE. BY ACCEPTING THESE TERMS, YOU AND CORE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

  1. **Pay.so Core Service Overview. Pay.so Core** is an API developed to facilitate exchanges between cryptocurrency (”Crypto”) and traditional currency (”Fiat”) and fiat payouts through local payment methods such as SEPA or Faster Payments in many countries around the world. Core does not offer its services directly to the public, rather to other businesses (”Partners”) who want to offer fiat capabilities to their customers (”End Users”). Payments are conducted by creating “Offramps”. Creating an Offramp involves a Partner notifying Core that an End User wants a specific amount of Fiat (”Destination Amount”) to arrive into a specific bank account (”Destination Bank”). Core returns a “Deposit Address”, a cryptocurrency wallet address, to which the End User transfers Crypto and an “Exchange Rate” specifying why that amount of Crypto is required to fulfil the Destination Amount. Upon successful deposit, Core can choose to accept or reject the transaction based on a number of risk factors. If accepted, Core will endeavour to fulfil the the delivery of the Destination Amount to the Destination Bank.
  2. Offramp Rejection. Core can reject the Offramp in advance of or after the transfer of Crypto to the Deposit Address has been made. Some of the reasons for rejection include, but are not limited to: a change in the underlying value of the Fiat or Crypto currency, too much time passing between the creation of a Offramp and the completion of the Crypto deposit, suspicions on the identity of the sender or the recipient, or suspicions around the nature of the transaction. On the direction of the Financial Crimes Investigation Service of Lithuania (”FCIS”), it is possible the Crypto will be held indefinitely for investigation. In all other cases, the Crypto will be returned to the originating address promptly.
  3. Cancellations and Errors. You may not cancel an Offramp after we have fulfilled it. You are solely responsible for monitoring your account for any errors or any potentially fraudulent activity. You hereby waive your right to dispute an Offramp. You are responsible for ensuring that you - in your respective capacity as either an End User or a Partner - submit the appropriate information when you create an Offramp. In the event that the Partner creates an Offramp on behalf of an End User with details different to those submitted by the End User, any actions of remediation are the responsibility of the Partner.
  4. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations; and (d) you answer our KYC/KYB checks accurately and without deception. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. If your identity information or usage of the service reveals that you are not eligible to use the service (because you are connected with a prohibited jurisdiction or otherwise) then you accept we can close your account and prevent you from re-joining the service.
  5. Ongoing monitoring. As a regulated service, we will monitor use of your account to ensure it is in compliance with our legal guidelines (”AML Compliance Program”) on an ongoing basis to prevent financial crimes.
  6. Accounts and Registration. Creating a user in the Core service requires some basic personal information: your legal name, email address, phone number, and country of residence. To begin initiating fiat payouts, you will have to complete a more comprehensive KYC/KYB process where you will be asked to provide further identifying information such as: photos of your government ID, proof of address and proof of business establishment and ownership. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [email protected].
  7. Account Closure. You may close your account at any time unless we, our partners, or the FCIS suspect you are doing so to evade investigation. With the exception of criminal suspicion, we will complete outstanding transactions before closing your account. We can reject, suspend or terminate your Core account at any time if we or our Delivery Partners suspect you are in violation of applicable laws or any part of these terms without explanation.
  8. General Payment Terms. Certain features of the Service may require you to pay fees to Core. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in denominated in Euro or USDC, and are non-refundable unless otherwise specifically provided for in these Terms.
    1. Price. Core reserves the right to determine pricing for the Service. Core will make reasonable efforts to keep pricing information published on the Service up to date. Core may change the fees for any feature of the Service, including additional fees or charges, if Core gives you advance notice of changes before they apply. Core, at its sole discretion, may make promotional offers with different features and different pricing to any of Core’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
    2. Authorization. You authorize Core to charge all sums based on the transactions that you make and any level of Service you select as described in these Terms or published by Core, including all applicable taxes, either as a monthly invoice payable by bank transfer or as fees removed from the transactions you make via the service.
    3. Delinquent Accounts. Core may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. Core reserves the right to delete your account and any information or submitted data associated with your account without any liability to you.
  9. Limitation of responsibility. Core cannot be held responsible for the security, performance or reliability of the technology it depends on, including its Delivery Partners or public networks such as Blockchains. Core can also not be held responsible for fluctuations in the value of currencies it handles (either crypto or fiat) and usage of Core assumes you are accepting risk to the value of such assets in part or in whole.
  10. Downtime. We take all reasonable efforts to provide the Core service in a reliable and secure manner. Occasionally there may be interruptions, errors, delays, or other deficiencies in providing the Core service. This may be owing to the availability of services from third-parties who we depend on, or other factors outside of our control. Consequently it is understood that the Core service may be expectedly or unexpectedly unavailable (experiencing “Downtime”). ****We are not liable or responsible to you for any inconvenience or losses you incur as a result of Downtime.
  11. Licences
    1. Limited License. Subject to your complete and ongoing compliance with these Terms, Core grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to call the application programming interface associated with the Service.
    2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
    3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Core an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
  12. Ownership; Proprietary Rights. The Service is owned and operated by Core. Any visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Core (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Core or its third-party licensors. Except as expressly authorized by Core, you may not make use of the Materials. There are no implied licenses in these Terms and Core reserves all rights to the Materials not granted expressly in these Terms.
  13. Taxes. We do not provide tax or legal advice. The Partner or End User of the Core service assumes full responsibility to ensuring they are in good standing with the tax authorities of their jurisdiction.