FlowNet Acquiring Terms and Conditions

These Acquiring Terms (“Terms”) govern your use of the FlowNet payment service which you are using to make a payment to a merchant (“Payment Services”). By making the payment using the Payment Services, you agree to be bound by these Terms, including the arbitration clause and class action waiver included in Section 15, below.

1. Our Services

FlowNet’s Payment Services enable holders of cryptocurrency to make payments to businesses that sell products or services (each a “merchant”) in any of the Supported Cryptocurrencies (defined below). The Payment Services are compatible with those merchants that accept cryptocurrency payments using FlowNet’s payment acceptance services.

2. Making a Payment

When you choose to make a payment using the Payment Services, you will be presented with an invoice that allows you to select a cryptocurrency wallet to use for the payment, the Supported Cryptocurrency to use, and then a machine readable code with payment amount and wallet address information (the payment amount and address information may also be manually copied). Using your cryptocurrency wallet on your device, you may scan the machine readable code presented in a FlowNet invoice or manually copy and enter the payment information displayed in the invoice into your cryptocurrency wallet to remit payment in a Supported Cryptocurrency to complete the invoice payment. For each invoice presented, FlowNet locks the applicable cryptocurrency exchange rate for a limited period of time (“Payment Window”) to enable you to complete your payment.

Payments must be completed within the Payment Window, or the invoice will expire. Payments made to expired invoices cannot fulfill an invoice or the related purchase and are deemed Orphan Payments (defined below). Do not send a payment or donation to an expired invoice. If an invoice expires, you must generate a new invoice by restarting the checkout process. The new invoice will provide a new Payment Window and an updated payment/donation amount based on any changes to the applicable cryptocurrency exchange rate.

In paying an invoice, you understand and agree that you may be required to provide FlowNet with your email address. With e-commerce payments, some merchants may require FlowNet to collect your name and physical address during the payment process, generally for their legal and compliance purposes. Your email address will be used for certain payment and/or refund communications, and therefore must be your valid email address.

To the extent you pay an invoice using an off-chain transfer method, you acknowledge that FlowNet has no responsibility or liability for any delays or other issues caused by the third party you use to initiate the transfer.

Please note: CRYPTOCURRENCY PAYMENTS CAN ONLY BE REFUNDED IN LIMITED CIRCUMSTANCES, AS EXPLAINED BELOW, BUT CANNOT BE REVERSED.

3. Supported Cryptocurrencies

FlowNet supports several different cryptocurrencies on its payment platform (“Supported Cryptocurrencies”). Merchants and charities may choose to accept payments in all or a subset of the Supported Cryptocurrencies, and the merchants and charities are solely responsible for indicating which cryptocurrencies they accept for payment. FlowNet may, in its sole discretion, add or remove support for particular cryptocurrencies from time-to-time.

4. Unsupported Payments

Payments made using any token, coin or cryptocurrency other than the ones that FlowNet has listed as a Supported Cryptocurrency are “Unsupported Payments”. Unsupported Payments cannot be applied to a FlowNet invoice. Any Unsupported Payments sent to a FlowNet wallet may not be received, and FlowNet may be unable to access or recover such Unsupported Payments. USE ONLY SUPPORTED CURRENCIES TO PAY INVOICES. YOU, AND NOT FLOWNET OR THE MERCHANT, ARE SOLELY RESPONSIBLE FOR ANY UNSUPPORTED PAYMENT. UNSUPPORTED PAYMENTS MAY BE LOST AND UNABLE TO BE RECOVERED OR REFUNDED. FLOWNET DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY UNSUPPORTED PAYMENT.

5. Fees

You will incur certain fees in connection with making cryptocurrency payments using the Payment Services. You will incur miner fees and network costs, as set forth in this Section. To the extent refunds are permitted, you will incur Refund Fees on refunds. In addition, you may incur FlowNet’s transaction processing fees if a merchant or charity chooses to pass that fee through to its shoppers or donors, as set forth in this Section.

5.1 Miner fees are the fees required to broadcast on-chain cryptocurrency transactions to the relevant blockchain so that the miners will process the transactions and maintain the blockchain. Miner fees are paid to the miners and are not retained by FlowNet. Your cryptocurrency wallet will automatically generate the miner fees, which are variable depending on network conditions and the desired speed for transaction confirmation. Low miner fees run the risk of causing transactions to be confirmed slowly or not at all. FlowNet discloses the necessary miner fee in its invoices as the “Required Fee Rate.” For off-chain payments, to the extent supported by FlowNet, miner fees will not be incurred.

5.2 Network costs are an additional fee that is incurred in aggregating payments received by FlowNet and completing your and other payments to the relevant merchants and charities. These network costs are based upon the miner fees that FlowNet incurs in providing its Payment Services. When network costs exceed the equivalent of U.S.$0.01, they are included and listed on the FlowNet invoices that you pay, and labeled as a “Network Cost”.

5.3 Refund Fees are the costs, such as miner fees, that are incurred in refunding payments, to the extent refunds are permitted. Because refunds are separate cryptocurrency transactions, Refund Fees are incurred with on-chain refunds and may be incurred with off-chain refunds, to the extent off-chain refunds are available and supported by FlowNet. FlowNet itself does not retain any portion of the Refund Fees.

5.4 FlowNet charges a transaction processing fee for providing its Payment Services. This fee is determined as a percentage of the transaction amount. Merchants and charities may choose to add the transaction processing fee to the invoice in addition to the cost of the goods or services you are purchasing.

6. Refunds

6.1 Non-Refundable Payments

In some instances, the amount of a refund may be less than the amount of the miner or network fees, and therefore FlowNet cannot complete the refund. NON-REFUNDABLE PAYMENTS WILL NOT BE REFUNDED. FLOWNET BEARS NO LIABILITY FOR THE LOSS OF NON-REFUNDABLE PAYMENTS.

6.2 Request for Refunds

For any refunds, please contact Merchant at [email protected].

7. Additional Payment Review

From time to time, FlowNet is required to perform additional reviews of particular transactions. Such reviews may be required due to FlowNet’s anti-money laundering and sanctions compliance programs. Other times, FlowNet’s banking partners may require additional due diligence. Such payment reviews are most common with large transactions. Whenever possible, FlowNet will provide prompt notice to you if additional payment review is required. Additional information may be required from you in connection with such a review, and such information will be subject to FlowNet’s Privacy Notice. You agree to cooperate with our requests for such additional information. If you fail to provide the required information, you acknowledge that we will be unable to complete your transaction and that FlowNet will not be liable for such transaction failing.

8. Wallet Security

FlowNet will never request your cryptocurrency wallet recovery keys, passphrases or security keys, and none of these are required to make a payment using the Payment Services. You are solely responsible for maintaining the security of your cryptocurrency wallet, including ensuring that the devices on which you maintain and/or access your cryptocurrency wallet are free from viruses, malware or other compromising code.

9. Disclosures

While there are material risks from various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments), FlowNet discloses the following:

  1. Virtual Currency (like Bitcoin) is not legal tender;

  2. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency;

  3. Transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

  4. Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate the transaction;

  5. The value of Virtual Currency may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear;

  6. There is no assurance that a merchant or charity who accepts a Virtual Currency as payment today will continue to do so in the future;

  7. The volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time;

  8. The nature of Virtual Currency may lead to an increased risk of fraud or cyber-attack;

  9. The nature of Virtual Currency means that any technological difficulties experienced by FlowNet may prevent the access or use of your Virtual Currency; and

  10. Any bond or trust account maintained by FlowNet for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

10. No Advice; Tax

FlowNet is not providing any tax, accounting, or legal advice to you or any other party in connection with the Payment Services and makes no representation regarding legal or tax obligations or consequences related to or arising from these Terms, including regarding the availability of any income tax deduction or tax treatment for any payment or donation. You assume sole liability and responsibility for federal, state, and/or local tax obligations or consequences that may arise from or that are related to these Terms and will not seek any indemnification from or otherwise seek to impose any liability on FlowNet in regard thereto.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PAYMENT SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL FLOWNET OR ITS AFFILIATES BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE PAYMENT SERVICES, REGARDLESS OF WHETHER FLOWNET OR ITS AFFILIATES KNEW OR HAD REASON TO KNOW OF SUCH CLAIM, DAMAGES OR LIABILITY.

IN NO EVENT WILL FLOWNET OR ITS AFFILIATES BE LIABLE FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PAYMENT SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to indemnify FlowNet, 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, and/or other request or proceeding instituted or made in any form by a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.

13. Limitation of Liability

TO THE EXTENT NOT OTHERWISE DISCLAIMED, IN NO EVENT SHALL FLOWNET’S CUMULATIVE LIABILITY TO YOU EXCEED THE LESSER OF (A) THE AMOUNT OF ITS PROFITS MADE FROM THE PAYMENT GIVING RISE TO OR ASSOCIATED WITH THE APPLICABLE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS (US$500).

14. Governing Law, Arbitration and Class Action Waiver

14.1 These Terms, and any disputes arising out of or relating to these Terms, shall be governed by, subject to, and construed in accordance with the laws of England and Wales without regard to its principles of conflicts of law.

14.2 Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof (including whether such controversy or claim is arbitrable) or any dispute regarding non-contractual obligation arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted, and the arbitral award shall be final and binding on both Parties. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1), who shall be jointly appointed by the parties. If both Parties fail to agree on the appointment of the arbitrator within two (2) months from the date of the Notice of Arbitration, then HKIAC shall appoint an arbitrator who must be fluent in reading, speaking, and writing Chinese and English for the purpose of this Clause. The arbitration proceedings shall be conducted in English.

14.3 CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). YOU AGREE THAT THERE MAY BE NO CLASS ARBITRATION. BY AGREEING TO THESE TERMS YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, HAVE A TRIAL BEFORE A STATE OR FEDERAL COURT (EXCEPT AS TO CONSUMERS BRINGING SMALL CLAIMS ACTIONS) OR TO HAVE ANY TRIAL BY JURY.

15. Miscellaneous

FlowNet reserves the right to update these Terms at any time by posting revised Terms to its website. In some instances, upon an update to these Terms, FlowNet may notify you via email, push notification and/or website pop-up. By using the Payment Services, you accept the then effective Terms. If any provision of these Terms is deemed invalid or unenforceable under applicable law, then that provision shall be conformed to law so as to achieve the original intent to the extent possible. If the provision cannot be conformed, it shall be struck from these Terms to the extent necessary, and all other provisions shall remain in full force and effect. Any failure to enforce any provision of these Terms on any occasion shall not act as a waiver on that or any other occasion of that or any other provision. As to their subject matter, these Terms (including any other terms or notices incorporated herein by reference) comprise the entire agreement between you and FlowNet.