Merchant Crypto Acquiring Terms of Use

These Merchant Crypto Acquiring Terms of Use (the “Terms”) govern the use of the products, services or any other features, technologies or functionalities related to merchant payment acceptance services (the "Acceptance Services") provided by FlowNet (“FlowNet”, “we”, “our”, or “us”) through FlowNet’s website, API or through any other means to you (“you” or “your”). By using the Acceptance Services, you represent that you are a Merchant (as defined below) and that you accept these Terms and agree to be bound by them, confirm that you have read, understood, and accepted all of the provisions contained herein.

1. Our Services

FlowNet is a payment processor that enables you to accept cryptocurrencies as a payment method in exchange for goods or services you sell to your customers (“Shoppers”).

FlowNet is not a cryptocurrency exchange, nor does it provide cryptocurrency custody as part of the Acceptance Services. You acknowledge that you have no claim against the actual cryptocurrency FlowNet receives as a part of the Acceptance Services. The Acceptance Services are only available to businesses that sell products or services (“Merchants”).

By using the Acceptance Services, you authorize FlowNet to act as your agent to receive payments of Supported Cryptocurrencies (as defined below) and to take any and all actions that we think necessary or desirable to provide the Acceptance Services and to comply with applicable laws and regulations. As a result of the agency relationship, payment by a Shopper to FlowNet is considered the same as payment made directly to you in your capacity as Merchant and limits the Shopper's outstanding obligations to the extent of the payment.

2. Representations and Warranties

You represent and warrant that:

a) The individual accepting these terms on behalf of the Merchant, as applicable, is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant, as applicable, hereto;

b) You have all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and your use of the Acceptance Services;

c) Your 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 operations requires it to so qualify;

d) Your use of the Acceptance Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;

e) You ensure that your use of the Acceptance Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your customers;

f) Your use of the Acceptance Services will violate neither these Terms nor any other applicable terms of use; and

g) 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.

3. Your Merchant Account (“Account”)

3.1 Account Registration

We are required to collect certain information from Merchants to comply with anti-money laundering and anti-terrorist funding laws and regulations. Therefore, as part of establishing a FlowNet Account, at a minimum you will be asked to submit entity or 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/entity (to the extent applicable) 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 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. Depending on our assessment of the information you provide, we may require you to make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions.

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. FlowNet has the right to reject your Account registration, to later close your Account, or to restrict the provision of the Acceptance Services to you if you do not provide and maintain accurate, complete and satisfactory information.

A non-refundable application fee is required at the time of opening the Account for review of your Merchant application. This fee covers the cost of processing the application and will not be refunded under any circumstances, including but not limited to the withdrawal of the application, denial of approval, or the decision to not proceed.

3.2 Transaction Processing Limits

FlowNet 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 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.

3.3 Shopper Verification

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/ATF compliance obligations.

3.4 Prohibited Use and Business

3.4.1 Prohibited Use

In connection with your use of the Acceptance Services, and your interactions with other users and third parties, you agree you will not engage in the following Prohibited Uses. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories.

Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, including applicable sanctions programs including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") Sanctions, or which would involve proceeds of any unlawful activity; activity which would 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 our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other customers’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Acceptance Services; use information of another party to access or use our computer systems, networks or sites, except in the case of specific Merchants which are specifically authorized by a user to access such user's Account and information; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of FlowNet; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.

Abusive Actions Against Others: Actions which 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; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.

Fraud: Actions which operate to defraud us, our users, or any other person; provide any false, inaccurate, or misleading information to us.

Intellectual property infringement: 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 any FlowNet intellectual property, name, or logo, including use of FlowNet trade or service marks, without express consent from FlowNet or in a manner that otherwise harms FlowNet or any FlowNet brand; any action that implies an untrue endorsement by or affiliation with FlowNet.

3.4.2 Prohibited Business

In addition to the Prohibited Uses, use of the Acceptance Services in connection with the following categories is prohibited. Most Prohibited Business categories are imposed by the requirements of our banking providers or regulators. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into a Prohibited Business category.

a) Drugs and drug paraphernalia (e.g., narcotics, controlled substances, and any equipment designed for making or using drugs);

b) Marijuana/cannabis dispensaries and related products and businesses;

c) Weapons, munitions, gunpowder and other explosives (including fireworks);

d) Toxic, flammable, and radioactive materials;

e) Pseudo-pharmaceuticals;

f) Substances designed to mimic illegal drugs;

g) Sexually explicit content;

h) Sexually-related services;

i) Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;

j) Items used for speculation or hedging purposes (such as derivatives);

k) Credit and collection services;

l) Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents, including counterfeit or unauthorized goods;

m) Products and services with varying legal status from state to state;

n) Transactions that disclose the personal information of third parties in violation of applicable law; and

o) Transactions related to cloud-mining.

3.5 Restricted Business

If you fall into or your business is related to, offer or transact in any of the following categories, you will only be allowed to transact as expressly authorized by us and may be required to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories.

a) Charitable organizations;

b) Religious/spiritual organizations;

c) Money Services Business as defined by FinCen of the United States Department of the Treasury;

d) e-Wallets;

e) Foreign and currency exchange services;

f) Sale or trade of cryptocurrencies;

g) Transactions associated with purchases of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products; and

h) Transactions involving gambling or any activity requiring an entry fee and a prize, including but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, if you and your Shoppers are located exclusively in jurisdictions where such activities are permitted by law.

3.6 Guarding Your Password

You will choose a password when registering for your Account. You are responsible for maintaining the confidentiality of your password and Account access credentials. You are fully responsible for all activities that occur with the use of your password or Account. Please notify us immediately if you become aware of any unauthorized use of your password or Account or any other breach of your security which may compromise your password or Account. You may not allow third parties or unauthorized users to use your Account. We will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.

3.7 Records

3.7.1 Our Obligations

Pursuant to applicable laws and regulations, FlowNet 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.

3.7.2 Your Obligations

To the extent you are a Merchant, you are required to maintain all records needed to fulfill orders for goods or services and provide post-sale support to your Shoppers as required by applicable laws and regulations. If the sale of an item requires a government registration of the sale, you are responsible for such registration.

3.7.3 Request for Documentation and Right to Inspect Records

FlowNet 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.

3.7.4 Information Sharing

You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies. We hereby also authorize you to share information about us and our Acceptance Services to you with law enforcement, regulators and government agencies.

3.8 Account Suspension and Closure

3.8.1 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. Support for closing your account is available here: [email protected].

3.8.2 Our Right to Decline, Suspend, or Close Your Account

We reserve the right to decline to provide our Acceptance Services to you or immediately suspend or close your Account, without notice, in our sole discretion, including without limitation, if we learn or reasonably suspect 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 of use, including but not limited to a violation of Section 3.4, Prohibited Use and Business, or Section 3.5, Restricted Business. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

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.

FlowNet also reserves the right to terminate accounts which receive excessive Shopper complaints.

3.8.3 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 the Acceptance 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 FlowNet service marks, logos or other branding, (e) that we will retain certain information and Account data stored on our servers 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 the Acceptance Services, closure of an Account, or retention of information or Account data.

4. Invoices

4.1 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 the Acceptance 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. FlowNet may in its discretion limit the number of settlement currencies available to certain Merchants. FlowNet's hosted invoice user interface must be displayed to the Shopper during checkout.

When FlowNet processes payments, we use FlowNet’s Best Bid (“BBB”) rate. We guarantee the exchange rate for the Shopper as long as the Shopper submits the payment within the proper time window after the Invoice is created. Invoice timeout information is clearly displayed on each Invoice.

While we guarantee the exchange rate for as long as the payment is received within such a time window, you agree that you assume the volatility risk of your settlement currency. For example, if you ask us to collect U.S.$150.00 and the Shopper sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly U.S.$150.00, minus our fee (if any), but we do not guarantee the future value of the U.S. Dollar (or any other fiat currency) relative to any benchmark. Similarly, if you elect to receive some or all of your settlement in cryptocurrency, we do not guarantee the future value of that cryptocurrency relative to any benchmark.

4.2 Invoice Completion and Successful Payment

An Invoice is considered complete and a “Successful Payment”, if paid via an “on-chain” transfer (i) the Shopper has initiated the transfer of the full Invoice amount, (ii) the corresponding transaction has reached our required number of block confirmations, and (iii) the payment has been credited to your Account ledger.

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. 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.

You have the option to inform your Shopper that you have accepted the Invoice as paid before FlowNet deems the Invoice completed, e.g. an Invoice payment that is not a Successful Payment. FlowNet 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 determine 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.

4.3 FlowNet Supported Cryptocurrencies

FlowNet may add new cryptocurrencies to the Acceptance Services. Additional cryptocurrencies will be added to the Acceptance Services on an opt-out basis, such that they will be enabled by default unless you instruct FlowNet to disable them. In addition, there may be circumstances that cause FlowNet to decide to remove a particular cryptocurrency as a payment option.

4.4 Payment Exceptions

In certain situations when an Invoice is underpaid or overpaid, or a payment is an orphan payment or is considered invalid because of potential fraud or regulatory reasons, it will result in a “payment exception”. FlowNet incurs miner fees to refund a payment. FlowNet will deduct the miner fees from the refunded amount in connection with refunds for payment exceptions.

a) Underpayment: 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. To complete the transaction, the Shopper will need to generate a new Invoice by restarting the checkout process. The new Invoice will provide a new payment amount based on the then-current exchange rate and a new time window in which to complete the payment.

You agree that FlowNet will have no responsibility or obligation to reconcile or to seek to obtain any remaining invoice amount. You further agree that FlowNet will have no liability related to a partially fulfilled Invoice to the extent an Underpayment is processed as set forth herein.

b) Overpayments: Overpayments occur when a Shopper sends funds in excess of the amount needed to fulfill the Invoice. In such cases, the Invoice is considered paid in full for the amount of the Invoice. 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. The Shopper has the ability to request a refund of the excess funds directly from you as the Merchant.

c) Orphan Payments: “Orphan payments” occur when a transaction is received outside the time window, Invoice Generation and Competitive Exchange Rate Guarantee. Any payments sent to the expired Invoice will show up in FlowNet’s system as an orphan payment. Orphan payments also occur when a user sends cryptocurrency to one of our wallet addresses without a connection to an Invoice. FlowNet cannot automatically associate orphan payments with an Invoice, merchant, or Shopper. For more information or to resolve orphaned payments, you will need to reach out to our support team 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.

d) Unsupported Payments: Unless explicitly mentioned on our website or in this Agreement, we do not support or process payments for unsupported coins, tokens, or blockchain forks, collectively known as “Unsupported Payments” ("UP"). Shoppers should not pay a FlowNet Invoice with UP or send UP to a FlowNet address. If a Shopper transmits UP, they may lose any perceived value in the UP. Additionally, FlowNet assumes no responsibility whatsoever with respect to UP and Shoppers will not be able to recover UP from FlowNet.

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

f) 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.

5. Refunds

5.1 General Procedures

Upon your request, FlowNet may in its sole discretion facilitate cryptocurrency refunds of Successful Payments in connection with the purchased goods or services from you as a Merchant 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.

5.2 Disclosure of Refund Policy

FlowNet is not responsible for your refund policies, or for verifying that such policies conform to applicable law. We suggest you provide a clear refund policy to your Shoppers, as applicable (including, if applicable, “no refunds will be permitted”). For certain industries, a refund policy may not be possible. For refunds in amounts based upon the fiat pricing currency (i.e. the fiat price for the applicable goods/services), FlowNet 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.

5.3 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 that constitutes a payment exception will be returned to the Shopper less the applicable miner fee.

If a payment exception is not refunded by the 30th day after the Invoice creation date, FlowNet will establish a maximum U.S. Dollar 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 FlowNet, or the cryptocurrency equivalent of the maximum U.S. Dollar 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:

6. Complaints

6.1 Shopper Complaints

If we receive a complaint from your Shopper, we will send it to you for resolution. We reserve the right to terminate Accounts that receive excessive complaints.

7. Settlement

7.1 Methods of Settlement

FlowNet will clear payments from your Shoppers, as applicable, to you over the cryptocurrency peer-to-peer payment network and credit your Account ledger, according to your settlement preferences that you established in your Dashboard. The debits and credits to your Account ledger are funds temporarily held by FlowNet until withdrawal can take place. You may choose to withdraw in a local currency, in any of the supported cryptocurrencies, or in a mixture of both, provided however, FlowNet has the right in certain instances to impose settlement in a specific local currency or cryptocurrency based on the facts and circumstances.

7.2 Withdrawal in Supported Cryptocurrencies; Disclosure of Material Risks

a) You assume the volatility risk of the cryptocurrencies.

b) Absent a written agreement to the contrary, FlowNet’s Acceptance Services do not include cryptocurrency custody.

c) FlowNet 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.

d) Virtual Currency (like Bitcoin) is not legal tender, is not backed by the government, and accounts and value balances are not subject to any protections;

e) 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;

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

g) 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 the Shopper initiates the transaction;

h) 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;

i) There is no assurance that a person who accepts a Virtual Currency as payment today will continue to do so in the future;

j) 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;

k) The nature of Virtual Currency may lead to an increased risk of fraud or cyber attack; and

l) The nature of Virtual Currency means that any technological difficulties experienced by FlowNet may prevent the access or use of a Shopper’s Virtual Currency.

8. Fees

8.1 Definitions

Miner Fees

Cryptocurrency transactions typically incur miner fees. These fees are automatically created by cryptocurrency wallets in order to broadcast a transaction on a given blockchain network. These fees are paid to cryptocurrency miners (and their operators) that process transactions and maintain the respective network.

Miner fees are variable depending on network conditions and the desired confirmation speed for the transaction. If a cryptocurrency network gets congested, the minimum required miner fee will be higher to ensure the transaction can be reliably processed on the network. Using a lower-than-average miner fee can put a transaction at risk of slow confirmation or no confirmation at all.

FlowNet Network Costs

FlowNet network costs are additional fees incurred by FlowNet in aggregating received payments and settling such payments to merchants and charities. Network costs are based upon the miner fees that FlowNet incurs in providing its Services. Therefore, if miner fees rise, network costs also rise.

FlowNet Processing Fees

Other than as set forth in the following paragraph, we will charge you a processing fee for each Invoice successfully processed through your Account. These fees are deducted from your Account ledger balances (net settlements). FlowNet’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 the Acceptance Services following the period of advance notice of the fee change constitutes your acceptance of such change.

To the extent you are using the Acceptance Services pursuant to an agreement with one of FlowNet’s third-party partner aggregators or platforms (“Third Party Partner”), where all processing fees charged for using the Acceptance Services are set pursuant to your agreement with the Third Party Partner, FlowNet will not reflect or deduct processing fees from any Invoice or your ledger. For such arrangements, you should direct any questions or concerns regarding processing fees to the Third Party Partner. For the avoidance of doubt, network costs and miner fees are separate from processing fees and will still be charged to the relevant Invoice.

Refund Fees on Successful Payments

Unless you instruct us otherwise, if you issue a full or partial refund on a Successful Payment, as described in above, 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 Account ledger after the refund is executed. We recommend that you disclose to Shoppers in your refund policy if they will bear miner fees on refunds of successful payments.

If you issue a full or partial refund on a successful payment, the miner fee used to send this refund will be deducted from and appear as a separate entry in your Account ledger after the refund is executed.

Refund Fees on Payment Exceptions

If a Shopper’s transaction ends up as a Payment Exception, FlowNet deducts the corresponding miner fee, FlowNet Network Costs and any other fees charged solely on FlowNet’s absolute and sole discretions used to return the payment from the total refund amount.

9. 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.

10. No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE PROVIDE THE ACCEPTANCE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE ACCEPTANCE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE ACCEPTANCE 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 ACCEPTANCE 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 ACCEPTANCE 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.

11. Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY 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 ACCEPTANCE 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 FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE ACCEPTANCE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE ACCEPTANCE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE ACCEPTANCE 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 APPLICABLE LAW.

FLOWNET AND ITS AFFILIATES ARE SUBJECT TO AN EXTENSIVE AND HIGHLY-EVOLVING REGULATORY LANDSCAPE. IN NO EVENT WILL FLOWNET OR ITS AFFILIATES BE LIABLE FOR ANY MONETARY FINES OR OTHER PENALTIES OR CONSEQUENCES (WHETHER FINANCIAL, EQUITABLE, OR OTHERWISE) THAT MAY BE IMPOSED BY ANY REGULATORY OR LAW ENFORCEMENT AUTHORITY OR IN CONNECTION WITH OR OTHERWISE RELATING TO OR ARISING FROM ANY REGULATORY OR LAW ENFORCEMENT INQUIRY AND/OR PROCEEDING RELATING TO YOUR USE OF ANY SERVICES OR INFORMATION PROVIDED BY FLOWNET OR ITS AFFILIATES.

12. Miscellaneous

12.1 No Advice; Tax

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Acceptance Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. FlowNet is not obligated to nor will FlowNet determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any individual transaction.

FlowNet is not providing any tax, accounting, or legal advice to you or any other party in connection with the Acceptance 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. 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.

FlowNet will have no responsibility whatsoever for ensuring the accuracy or currentness of any information in any tax forms. Completing any tax forms, including obtaining any necessary appraisals, is your sole responsibility.

12.2 Assignment

You may not assign its right under these Terms. FlowNet may at any time assign its rights under these Terms to any of its affiliates provided that FlowNet shall provide 30 days’ prior written notice to you.

12.3 Severability

Should any provision of the Terms be determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms.

12.4 Waivers

No failure or delay by a Party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

12.5 Entire Agreement

The Terms, including other of FlowNet’s terms referenced herein, represents the entire understanding between you and us unless otherwise amended in writing in a separate agreement with FlowNet. Headings are included for convenience only and shall not be considered in interpreting the Terms.

13. Governing Law; Arbitration; Waiver of Class Action

13.1 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.

13.2 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.

13.3 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.

14. 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 FlowNet 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.

Notwithstanding the foregoing, a party may share Confidential Information with an affiliate in the event that the other party requests services from such 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.

15. Survival

1. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Terms, shall survive any such termination of this Terms (howsoever arising).

16. No Joint Venture or Agency

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