Effective date: June 7, 2022

Welcome, and thank you for your interest in Cheq Payments Inc. (“Pay.so,” “we,” or “us”) and our website at https://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 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 PAY.SO’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 PAY.SO’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PAY.SO AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND PAY.SO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. )

  1. **Pay.so Service Overview. Pay.so** is a facilitator of cryptocurrency transfers, assisting businesses in sending and receiving cryptocurrency payments but does not take custody of any crypto-asset or exchange crypto-assets for any other currency.

  2. 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; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. 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.

  3. Accounts and Registration. When you connect your de-centralized wallet address, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. 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, password and wallet, and you accept responsibility for all activities that occur under your account and wallet. If you believe that your account is no longer secure, then you should immediately notify us at [email protected].

  4. General Payment Terms. Certain features of the Service may require you to pay fees to Pay.so and third-parties. 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 U.S. Dollars (or any digital asset that is supported on the Service as denominated in U.S. Dollars) and are non-refundable unless otherwise specifically provided for in these Terms.

    1. Price. Pay.so reserves the right to determine pricing for the Service.  Pay.so will make reasonable efforts to keep pricing information published on the Service up to date. Pay.so may change the fees for any feature of the Service, including additional fees or charges, if Pay.so gives you advance notice of changes before they apply. Pay.so, at its sole discretion, may make promotional offers with different features and different pricing to any of Pay.so’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
    2. Authorization. You authorize Pay.so to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Pay.so, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Pay.so may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
    3. Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service, or we terminate it. If you activate a Subscription Service, then you authorize Pay.so or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, if any, please see our website. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Pay.so or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service through the Billing section of the Service dashboard or contacting us at [email protected]. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
    4. Delinquent Accounts. Pay.so 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. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Pay.so reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.

  5. Licences

    1. Limited License. Subject to your complete and ongoing compliance with these Terms, Pay.so grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) call the  application programming interface associated with the Service; and (b) access and use 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 Pay.so 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.

  6. Ownership; Proprietary Rights. he Service is owned and operated by Pay.so. The 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 Pay.so (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Pay.so or its third-party licensors. Except as expressly authorized by Pay.so, you may not make use of the Materials. There are no implied licenses in these Terms and Pay.so reserves all rights to the Materials not granted expressly in these Terms.

  7. Third-Party Terms.

    1. Third-Party Services and Linked Websites. Pay.so may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on a third-party service, such as Zapier. By using one of these tools, you hereby authorize Pay.so to transfer that information to the applicable third-party service. Third-party services are not under Pay.so’s control, and, to the fullest extent permitted by law, Pay.so is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Pay.so’s control, and Pay.so is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Pay.so will have no control over the information that has been shared.

  8. User Content

    1. User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including wallet addresses, pricing, order information, invoices, messages, , images, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.
    2. Limited License Grant to Pay.so By Posting User Content to or via the Service, you grant Pay.so a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, , communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Pay.so’s exercise of the license set forth in this Section.
    3. User Content Representations and Warranties. Pay.so disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
      1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Pay.so and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Pay.so, the Service, and these Terms;
      2. your User Content, the Posting or other use of your User Content as contemplated by these Terms, and any transactions relating to such Posting do not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Pay.so to violate any law or regulation; and
      3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
    4. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Pay.so may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Pay.so with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Pay.so does not permit infringing activities on the Service.
    5. Monitoring Content. Pay.so does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Pay.so reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Pay.so chooses to monitor the content, then Pay.so still assumes no responsibility or liability for content, or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy [link to privacy policy]. Pay.so may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

  9. Communications

    1. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

  10. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

    1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
    2. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
    3. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Pay.so;
    4. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
    5. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
    6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission;
    7. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
    8. attempt to do any of the acts described in this Section  or assist or permit any person in engaging in any of the acts described in this Section.

  11. Intellectual Property Rights Protection

    1. Respect of Third Party Rights. Pay.so respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
    2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

    Cheq Payments Inc. Attn: Legal Department (IP Notification) Arquen House, 4-6 Spicer Street St. Albans, England AL3 4PQ Email: [email protected] 3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information: 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; 2. a description of the copyrighted work or other intellectual property right that you claim has been infringed; 3. a description of the material that you claim is infringing and where it is located on the Service; 4. your address, telephone number, and email address; 5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and 6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

    Your Notification of Claimed Infringement may be shared by Pay.so with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Pay.so making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

    1. Repeat Infringers. Pay.so’s policy is to: (a) remove or disable access to material that Pay.so believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Pay.so will terminate the accounts of users that are determined by Pay.so to be repeat infringers. Pay.so reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

    2. Counter Notification. If you receive a notification from Pay.so that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Pay.so with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Pay.so’s Designated Agent through one of the methods identified in Section 11.b, and include substantially the following information:

      1. your physical or electronic signature;
      2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
      3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
      4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Pay.so may be found, and that you will accept service of process from the person who provided notification under Section 11.b above or an agent of that person.

      A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

    3. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Pay.so in response to a Notification of Claimed Infringement, then Pay.so will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Pay.so will replace the removed User Content or cease disabling access to it in 10 business days, and Pay.so will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Pay.so’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Pay.so’s system or network.

    4. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Pay.so relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Pay.so reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

  12. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service.  If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

  13. Term, Termination, and Modification of the Service

    1. Term. These Terms are effective beginning when you accept the Terms or first access, or use the Service, and ending when terminated as described in Section 13.b.
    2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Pay.so may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time through the Billing section of the Service dashboard or contacting customer service at [email protected].
    3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Pay.so any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.c, 6, 8, 13.c, 14, 15, 16, 17, and 18 will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
    4. Modification of the Service. Pay.so reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Pay.so will have no liability for any change to the free functionalities of the Service or any suspension or termination of your access to or use of the Service. Should Pay.so materially modify or discontinue all or any portion of any paid-for functionality, you are entitled to receive a pro-rata refund of the unused fees applicable to such materially modified or discontinued functionality. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.