Paychain Terms of Service

As at November 2020

TERMS OF USE
By using the Paychain platform, you consent with and agree to be bound by the terms and conditions contained in the Terms Of Service outlined below. These terms apply to the entire platform, related services, any email, or other types of communication between you and Paychain.

If you are unwilling to agree to these Terms Of Service, do not use Paychain. If you do agree, you will be bound as follows:

DEFINITIONS
The definitions set out in this subsection shall apply in these Terms of Service as follows:

Abandoned Account means any Account with no transactions minimum six months, or which has invalid contact information address, phone numbers, email address.

Account means your virtual interface within the Paychain that is intended for your use of our Services. Account is accessible via our Website by using your registration email and long-term password (if applicable, one-time password as well) to login;

AML/CTF means anti-money laundering and counter-terrorism financing.

AML/CTF Policy means the document that sets out the main principles and guidelines towards the Company’s AML/CTF approach.

Base Currency means the currency of the bank account you have registered to your account.

Business Day means Monday to Friday, time zone GMT+10.

Client means a person who engages us to perform our services by using Paychain.

Paychain Services means any website, smartphone or Symbian application software, SMS, email or any other service offered on our platform, or via a third party controlled via our APIs (application protocol interface).

Cryptocurrency (also known as digital currency or virtual currency) means a digital representation of fiat currencies that can be transferred or used for payment or investment purposes. Digital currency do not include digital representations of fiat currencies, securities and other corresponding financial assets.

Escrow Agent means a member of the Paychain platform authorised to hold and release fiat currency on behalf of Users according to these Terms of Service.

Fees means the fees we charge you for our Services, as set out on our Website.

Fiat means a currency which is legal tender in its respective country.

Merchant means a person or legal entity who offers products and/or services for sale in exchange for PSCs.

Party or Parties means any person or legal entity registered on this platform.

PSC means Paychain stable coin/s, which is the digital currency used on the Paychain platform.

Privacy Policy means the document that sets out how Paychain treats your personal information.

Purchase means an agreement by buyer and seller to exchange goods and/or services in exchange for PSCs under these Terms of Service.

Risk Warning means the document that sets out the main risks the Client may face while using our Services.

Terms of Service means the terms and conditions all parties agree to as they use the Paychain platform.

User means a person who has registered with the Paychain platform.

Website means our website paychain.ventures and all its sub-domains.

Working Hours means the published operating hours a time period, indicated on our Website, when we provide our Services.

In these Terms of Service:
• a singular word includes the plural and vice versa;
• a word which suggests one gender includes the other gender;
• if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• reference to a document or agreement (including this document) is to that document or agreement as amended, supplemented, varied or replaced;
• reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
• a reference to ‘day’ or ‘month’ means calendar day or month;
• words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation” Description of service: Paychain uses cryptocurrency as a stable coin. Stable coins are cryptocurrencies designed to minimise the volatility of the price of the stable coin, relative to some "stable" asset or basket of assets. Paychain stable coins (PSCs) are pegged to fiat money. We enable you to convert fiat money to and from cryptocurrency as payment for goods or services, money transfers, recurring payments, loan repayments, payroll and any other type of transaction between two parties. The Paychain exchange cannot be used to buy or sell cryptocurrencies.

Escrow:
Escrow is a contractual arrangement in which a third party receives and disburses money on behalf of transacting parties. By using Paychain, you authorise us to act as your escrow so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable laws. Paying with PSCs will will constitute the same as payment with fiat money.

Eligibility:
You are permitted to use our Services if:
• you you have the capacity to enter into and be bound by these Terms of Service and any other document related thereto
• in case of a natural person, you are of the age of full legal capacity and reside in a country in which our Services are legally accessible;
• in case of a legal person, it is duly established and operates in a country in which our Services are legally accessible;
• you have provided accurate and complete information and documents requested by us to verify your identity; we are satisfied with the outcome of any identity, fraud and background checks including all other money laundering and terrorist financing checks which we will conduct in relation to you at any time during the term of your relationship with us;
• you do not use / intend to use the Paychain Service for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of the Paychain Service or may hurt our reputation or otherwise pose any threat to us;
• at all times you comply with the Terms of Service and individual agreements thereof as well as all applicable laws and regulations.

Limits on the services:
Paychain reserves the right to suspend, restrict or terminate the provision of Services to you at any time if the Terms of Service are breached, or there are other circumstances that may negatively impact Paychain, other users or the general public. Attempts to use Paychain for any illegal purpose is a violation of our Terms of Service and users agree to indemnify and hold Paychain harmless for all losses resulting from prohibited transactions.

Registering:
When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name, physical address of the business, and your company's website. In case of legal representation, the representative should provide us with the same information and documents about himself/herself as a natural person. In addition, the representative should provide us with documents proving his/her authorizations. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your Paychain account, if you do not provide us with accurate, complete, and satisfactory information.

Loading your account: You need to 1) download the wallet, 2) registering (including KYC) and 3) set your bank. The currency of your bank will set your base currency. Once done, you will be able to load your account by depositing fiat currency to your local Escrow Agent’s bank account. Once done, you will also be able to send-receive PSCs to any other user. You can buy PSC’s in any available currency using live currency conversions.

Cashing out:
This is done by ‘selling’ your PSCs back to Paychain, who will in turn deposit the funds to the currency of your bank account. All PSCs must be converted back to the base currency to be sold.

About transactions:
When you send-receive PSCs, all legal relations are between you and the other user. We are not a party to transactions between users (whether individuals or businesses). We do not accept any correspondence, liability for the quality, legality, safety, delivery or any other aspect regarding transactions. All disputes between users must be resolved between users under applicable laws. Payments using PSCs will be considered the same as payments made in fiat currency.

Paychain requires to verify merchant identities, maintain records of currency transactions for up to five years (New York merchant’s records are held for seven years) and report certain transactions. In the event that a merchant account is closed by Paychain or at the request of the merchant, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.
Merchant Paychain imposes daily transaction processing limits when legally compliant.

Representations and Warranties:
By accepting these Terms of Service (concluding an individual agreement for the provision of our Services), you accept that, to the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the Paychain Service. All information is provided “as is” without warranty of any kind, express or implied. We do not warrant that the functions contained in the Paychain Service will meet your requirements or that the operation of the Paychain Service will be uninterrupted or error free.

Guarding your Password:
You are responsible for maintaining the confidentiality of your password and wallet mnemonics. You are fully responsible for all activities that occur with the use of your password or account. There is no method by which Paychain can access account or reset your passwords or mnemonics should they be lost or compromised. In this event, all monies in your account will be lost forever. Paychain will not be liable for any loss deriving from your password or mnemonics being lost or unauthorized use. We reserve the right to require a change of your Account long-term password at any time by giving emailed notice to you.

Fees & Exchange Rates:
Acceptance of Paychain fees forms part of these Terms of Service. Paychain fees and exchange rates are subject to change without notice. We may charge fees to load and cash out your account. There may be revenue derived from the difference between our published exchange rate, and the actual exchange rate at time of settlement. There may be other fees added as our services increase. All fees are deducted from your account. Application of any discounts is at our absolute discretion.

AML/CTF Compliance
We comply with all relevant legal requirements in the field of AML/CTF. For the purposes of KYC (know-your-customer), it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
We shall perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent. We have the right to restrict or terminate our Services if, before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
We perform monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction, we have the right to suspend or terminate the transaction, or suspend a cash out of your PSCs. In these instances, we will not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
We have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
We will terminate your account with you if we are exposed to money laundering and/or terrorist financing. If we reasonably suspect that your Paychain account has been used for an illegal purpose, we will share information about you, your Paychain account, and your account activity with law enforcement.

Our Right to Inspect:
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your Paychain account.

Prohibited Use:
It is strictly prohibited to use any of the Services for any of the following:
• to conduct or engage in any illegal or unlawful activity; to hide or disguise the proceeds of any illegal or unlawful activity;
• to engage in any fraudulent or malicious activity;
• to control or use an Account that is not yours or a Client you represent;
• to allow anyone who is not a duly authorized person to have access to or use your Account;
• to disable, disassemble, reverse-engineer or decompile the Paychain platform;
• to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with any system, data or information;
• to transmit or upload any material to the Paychain Service or the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs;
• to attempt to gain unauthorized access to the Paychain Service or the Website, Accounts of other persons, computer systems or networks connected to the Paychain Service or the Website, through password mining or any other means;
to use the Account information of another party to access or use the Paychain Service or the Website;
• to infringe on our proprietary intellectual property;
• to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services;
• to engage in any other use or activity that breaches these Terms of Service, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.

Third Parties:
By using Paychain, you may be offered services, products and promotions provided by third parties.
If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with their respective terms and conditions. We expressly disclaim any liability for the third-party services.
How we collect, use and share information: In order to provide the Services, we may share information about you and your Paychain account with third parties, including but not limited to your bank and Customers.

Verification of Your Identity:
In order to verify the information you submit via the account registration process as detailed in Section 3.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so. From time to time Paychain may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.

Ownership of the Paychain Platform:
You agree and acknowledge that we own all rights, title and interest to and in the Paychain platform, the associated software, technology tools and content, the Paychain website, the content displayed on the website, and other materials produced by and related to Paychain (collectively, the Paychain IP). You are only permitted to use the Services and the Paychain IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the Paychain IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Paychain IP or any portion thereof, or use the Paychain 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 the Paychain IP, nor shall you translate, reverse engineer, decompile or disassemble the Paychain IP.

Advertising:
We may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") via Paychain's promotional materials and marketing channels. A third party may use Paychain's publicly-available Merchant 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. You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, will not infringe any rights of publicity or privacy, and
will not be defamatory or obscene or otherwise violate any law.

Exchange Rate & Settlement:
Paychain calculates the exchange rates and factors in market depth. We guarantee the exchange rate to you as long as the Customer pays within the proper time window. If the transaction times out, it is cancelled and you will have to create a new transaction, and accept the new exchange rate and accept the volatility risk.

Network Costs:
Paychain may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These are paid by the user and are not returned when a refund is processed. You will have the choice to accept the costs and continue with the payment, or not to accept, and cancel the transaction.

Methods of Settlement:
Your account balance is a representation of the fiat currency held in your favour by our Escrow Agents. These can be cashed out in your local currency via the bank account on your account. Any bank fees associated to enable this process will be deducted from your balance prior to cashing out.

Disputed Transactions & Refunds:
All disputed transactions and refunds are between the parties concerned, whether person-to-person, or person-to-business. You are to defer all such transactions to the ‘local’ laws governing transactions for remedies and resolution, as if they are fiat transactions. This includes, underpayments, overpayments, orphan payments (payments outside the payment period), unsupported payments (payments without any details), partial and full transactions, and partial and full refunds.

Hacked accounts:
In the event you feel your account is compromised, the only avenue you have is to reset your password and mnemonics. Paychain has no method to do this for you. This is to secure your privacy.

Complaints:
Customers can file complaints about Paychain’s service and support, website, apps or any of our services via the Help-Support section of the app or website.

Closing Your Account:
You can close your Paychain account at any time. All outstanding fees (if any) will be deducted from your balance before prior to final disbursement.
Paychain closing or suspending your account: We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, Paychain reserves the right to suspend your account, disabling processing capabilities.

After account closure:
After your account is closed, you are still bound by these Terms of service. You will immediately stop using this Service and the license provided under these Terms shall end. We also reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

Indemnification:
You agree to indemnify Paychain, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to:
(a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms;
(b) your wrongful or improper use of the Services;
(c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage;
or (d) any other party’s access or use of the Services with your account information.

No Warranties:
We provide the services on an “as is” and “as available” basis, and your use of the services is at your own risk. To the maximum extent permitted by applicable law, we provide the services without warranties of any kind, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement). Without limiting the foregoing, we do not:
• warrant that the services (and our website): will operate error-free or that defects or errors will be corrected;
• will meet your requirements or will be available, uninterrupted or secure at any particular time or location;
• are free from viruses or other harmful content.
We do not endorse, warrant, guarantee or assume responsibility for any product or service offered or advertised by a third party through the services or through our website, and we will not be a party to nor monitor any interactions between you and third-party providers of products or services.

Limitation of Liability:
In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the use of, inability to use, or unavailability of the services, regardless of the form of action and whether or not we knew that such damage may have been incurred. In no event will we be liable to you or any third party for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of the services, your Payhain account, or any information contained therein. In no event will our liability for any damages arising in connection with the services exceed the fees earned by us in connection with your use of the services during the 6 month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Taxes:
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, Paychain will report annually to the Internal Revenue Service, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.

Privacy Policy:
Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

Assignment:
You may not transfer or assign these Terms, or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.

Severability:
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement

Waivers: Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

Entire Agreement:
This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only and shall not be considered in interpreting these Terms.

Notices:
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.

Governing Law & Arbitration:
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Delaware consistent with the Federal Arbitration Act and will honour and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

Amendment:
We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your Paychain account per the termination section of this agreement and discontinue your use of the Services.

Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.