Terms and Conditions
CX Pay B.V. Last Updated: March 2026
About our Terms of Service Welcome to CX PAY. We developed this payment gateway service (the “Service”) to make it easy for you to accept credit and debit card payments online from your customers so you can focus on your own product or service.
The CX PAY Service We provide you with software and a gateway service to connect you with acquiring banks and payment networks for the processing of your online credit and debit card payments. We will respect and protect your privacy, data and personal information. You run your business, service your customers, protect your customers’ data, report and pay taxes (if applicable), and observe all laws, rules, and regulations.
Registering for CX PAY You provide us with basic information about your company; we will seek to verify your information (we may work with third parties to do so) and approve your gateway account unless deemed risky by us or our banking and processing partners. You give us permission to do all this, and to periodically update the information, or we otherwise must decline to offer you the service.
Receiving your Funds from Card Transactions Funds from card transactions are settled directly by the acquiring bank to your designated bank account, at a schedule communicated to you once your use of CX PAY is approved. CX PAY is the gateway through which transactions are routed, and the acquiring bank is solely responsible for settlement of funds to merchants. A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by the acquiring bank based on your perceived risk and transaction history. You are responsible for refunds, returns, and liable for customer disputes (chargebacks).
Termination and Other Legal Terms We can terminate this agreement at any time. You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks.
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the Service registration page (sometimes referred to as “you,” “your”, “user”) and CX Pay B.V. (“CX PAY”, and sometimes referred to as “we”, “our” or “us”).
Section A: The CX PAY Gateway Service
1. Our Role CX PAY operates as a payment gateway, providing the technology infrastructure that connects merchants to acquiring banks and card networks for the authorization and routing of card transactions. CX PAY is not a bank, not a payment facilitator, and not a money services business (“MSB”). We do not hold, settle, or disburse merchant funds at any point. Settlement of funds is handled exclusively by the acquiring bank associated with your merchant account. CX PAY’s gateway service supports internationally-issued cards with Visa or MasterCard (collectively “the Card Networks”) including credit, debit, pre-paid, or gift cards. We do not assume any liability for the products or services purchased using our Service. You will be required to register with CX PAY to use the Service.
2. Our Software We provide the CX PAY API and other software to enable you to use the Service. We reserve the right to require you to install or update any and all software updates to continue using the Service. Our Service also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Card Network payment rules.
3. Authorization and Transaction Routing By accepting this agreement, you authorize CX PAY to route your card transactions through our gateway infrastructure to the applicable Card Networks and acquiring bank on your behalf. CX PAY transmits transaction data between you, the Card Networks, and the acquiring bank. CX PAY does not hold, receive, or disburse settlement funds at any point. All settlement funds are managed exclusively by the acquiring bank in accordance with your merchant agreement with that bank. You agree that you are not entitled to any interest or compensation from CX PAY in relation to settlement funds, as those funds are entirely outside CX PAY’s custody and control. Your authorization set forth herein will remain in full force and effect until your CX PAY Account is closed or terminated.
4. Payment Methods CX PAY will only route card transactions that have been authorized by the applicable Card Network or card issuer. You are solely responsible for verifying the identity of your users and determining their eligibility to purchase your products and services. CX PAY does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged-back (see Chargebacks below). You are solely responsible for all reversed or charged-back transactions, regardless of the reason for, or timing of, the reversal or chargeback. CX PAY may add or remove one or more types of cards as supported payment methods at any time. If we do so, we will use reasonable efforts to give you prior notice of the removal.
5. Customer Service We will provide you with customer service to resolve any issues relating to your CX PAY Account, your card payment processing and use of our software. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Service.
6. Taxes It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper 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. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide gateway services.
7. Your Data Security Obligations You are fully responsible for the security of data on your site or otherwise in your possession. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as “Data”) on your site. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. If we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI-DSS and/or PA-DSS. You also agree that you will use only PCI-compliant service providers in connection with the storage or transmission of Data defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on the PCI DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards.
8. Security and Fraud Controls CX PAY is responsible for protecting the security of Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. We recommend you review our Privacy Policy, which will help you understand how we collect, use and safeguard the information you provide to us. CX PAY may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized card transactions. CX PAY will not be liable for losses resulting from use of lost or stolen data with the Service.
9. Audit Right If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks.
10. Your Privacy Your privacy and the protection of your information are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention, and disclosure of personal information as well as other matters. The Privacy Policy also explains how and for what purposes we collect, use, retain, disclose, and safeguard the information you provide to us. You also acknowledge that we or our payment processor may be required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by Visa, if applicable, pursuant to the requirements of the Network Rules. You specifically consent to the fulfillment of the obligations related to the listing by us or our payment processor and to the listing itself, and you waive and hold harmless CX PAY and our payment processor from all claims and liabilities you may have as a result of such reporting.
11. Privacy of Others You represent to CX PAY that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to CX PAY, or allow CX PAY to collect, use, retain, and disclose, any Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. As between you and CX PAY, you are solely responsible for disclosing to your customers that CX PAY is processing credit card transactions for you and obtaining Data from such customers. If you receive information about others, including cardholders, through the use of the Service, you must keep such information confidential and may only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card information to any third party other than in connection with processing a card transaction requested by your customer and in a manner consistent with PCI DSS and applicable law.
12. Restricted Use You are required to obey all laws, rules, and regulations applicable to your use of the Service. In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any card transaction for processing that does not arise from your sale of products or services to a customer, or acceptance of a bona fide charitable donation; (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party without prior written consent; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transactions; or (v) use CX PAY in a manner that Visa, MasterCard or any other Card Network reasonably believes to be an abuse of such network or a violation of its applicable rules. You further agree not to, nor to permit any third party to: (i) access or attempt to access CX PAY systems, programs, or data not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from CX PAY; (iii) permit any third party to use and benefit from the Service via a rental, lease, time-sharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service or decompile, disassemble, or otherwise reverse engineer the Service, except to the extent expressly permitted by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation of the Service or impose an unreasonably large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
13. Suspicion of Unauthorized or Illegal Use We reserve the right to not authorize or route any transaction you submit which we believe is in violation of this Agreement or exposes you, other CX PAY users, our processors or CX PAY to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your CX PAY Account if we reasonably suspect that your use of CX PAY has been for an unauthorized, illegal, or criminal purpose.
14. Card Network Rules The Card Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules. You can review portions of the Network Rules at Visa and MasterCard. The Card Networks reserve the right to amend the Network Rules. CX PAY reserves the right to amend this Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.
15. Disclosures and Notices You agree that CX PAY can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your CX PAY Account, or mailing them to the address listed in your CX PAY Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered received by you within 24 hours of the time posted to our website or emailed to you.
16. References to Our Relationship You agree that, from the time you begin processing payment with CX PAY until you terminate your account with us, we may identify you as a customer of CX PAY. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and CX PAY.
17. Other CX PAY Services From time to time we may offer you additional features or services (“Additional Services”), which may be subject to additional or different terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.
Section B: Registering for CX PAY
1. Registration The CX PAY Service is only made available under this Agreement to legal persons that operate a business selling products or services, or to accept donations for a bona fide charitable organization. The CX PAY Service is not made available to persons to accept card payments for personal, family, or household purposes. To use CX PAY to receive payments, you will first have to register. When you register for CX PAY, we will collect basic information including your name, company name, location, email address, tax identification number, and phone number. You will also be required to provide an email address and password for your CX PAY Account. You may choose to register as an individual (sole proprietor) or as a business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement.
2. Company Descriptions and Site URL As part of your registration, you must provide your site URL and the name under which you do business, which may be the business’s legal name or a DBA. These two fields may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, you must enter a description that clearly identifies your business as well as an accurate site URL.
3. Verification and Underwriting To verify your identity, we will require additional information including your business Tax ID, Passport number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your CX PAY Account. CX PAY may use your information to apply for card merchant acquiring accounts on your behalf with our acquiring banking partners, and you hereby authorize us to do so. After we have collected and verified all your information, CX PAY will review your account and determine if you are eligible to use the Service. We will notify you once your account has been either approved or deemed ineligible. By accepting the terms of this Agreement, you authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you.
4. Eligible Merchants The CX PAY Service is made available to business entities authorized to conduct business in their respective jurisdictions. CX PAY operates internationally and merchants may use the Service to process payments in accordance with applicable local laws and regulations. By accepting this Agreement you confirm that you will satisfy these requirements and that your use of the Service complies with all applicable export control laws and regulations.
5. Prohibited Businesses There are certain categories of businesses and business practices for which the CX PAY Service cannot be used (“Prohibited Businesses”). Most of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. By registering for CX PAY, you confirm that you will not use the Service to accept payments in connection with any Prohibited Businesses. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.
Section C: Processing Card Transactions and Receiving Your Funds
1. Processing Card Transactions As used herein, “Chargeback” means a request that a buyer customer files directly with his or her card company or card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment that you or a buyer customer files directly with CX PAY. “Reversal” means the settlement of funds from a processed card transaction is reversed because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error, (c) the sender of the payment did not have authorization to send the payment, (d) you received the payment for activities that violated this Agreement or any other CX PAY agreement, or (e) CX PAY decided a Claim against you. You agree that you will honor all eligible cards presented for payment by your customers in accordance with the Network Rules and this Agreement. You agree that you will obtain an authorization from the Card Networks for each card transaction and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Card Network rules and applicable law. You will submit all card transactions for processing no later than three (3) days from the date of authorization and will maintain appropriate records of all card transactions for a period of at least two (2) years from the date of the transaction.
2. Payouts and Transaction History Settlement of funds from card transactions is handled directly by the acquiring bank to your designated bank settlement account (“Bank Account”) as provided when establishing your CX PAY Account. CX PAY is not a party to the settlement of funds and has no liability in relation to the timing or accuracy of settlements made by the acquiring bank. The Bank Account must be held in the name of the business. You are responsible for the accuracy and correctness of information regarding your Bank Account. After each transaction is processed through the CX PAY gateway, we will update information in your CX PAY Account to reflect transaction activity. Transaction history will be available to you when you log in to our website. We provide a minimum of one year of transaction history. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your CX PAY Account.
3. Payout Schedule The payout schedule refers to the time it takes for the acquiring bank to initiate a transfer of settlement funds to your designated Bank Account. CX PAY will communicate the applicable payout schedule to you upon approval of your account, which will also be visible in your CX PAY management dashboard. CX PAY is not responsible for any action taken by the acquiring bank or the institution holding your Bank Account that may result in funds not being credited or made available to you. The acquiring bank reserves the right to change the payout schedule or suspend payouts should it determine it is necessary due to pending disputes, excessive Chargebacks or refunds, suspicious activity, or if required by law or court order.
4. Reconciliations and Errors Your transaction history will be available to you when you log in to the CX PAY management dashboard. You are solely responsible for reconciling your transaction history with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation. Your failure to notify us of an error or discrepancy within sixty (60) days of when it first appears on your transaction history will be deemed a waiver of any right to amounts owed to you in connection with any such error.
5. Refunds and Returns By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through the CX PAY Service to the cardholder’s card in accordance with the terms of this Agreement and Network Rules. Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other applicable amounts. You will use best efforts to process all refunds within sixty (60) days after the original transaction date. You are solely responsible for accepting and processing returns of your products and services; CX PAY has no responsibility or obligation for processing such returns.
6. Chargebacks A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Network Rules or the terms of this Agreement; or (iv) any reversals for any reason by the Card Network, the acquiring bank, or the cardholder’s bank. When a Chargeback is issued, you are immediately liable for the full amount of the Chargeback plus any associated fees, fines, expenses or penalties. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred in connection with the collection of any unpaid Chargeback amounts.
7. Contesting your Chargebacks You or CX PAY may elect to contest Chargebacks assessed to your account. CX PAY may provide you with assistance including notifications and software to help contest your Chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks. You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You acknowledge that your failure to provide complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.
8. Excessive Chargebacks At any point, CX PAY, the Card Networks, or our banking partners may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines, as well as additional controls and restrictions to your use of the CX PAY Service, or possible suspension or termination of your CX PAY Account.
9. CX PAY Fees You agree to pay the fees assessed by us to you for providing the gateway services described in this Agreement (“Fees”), as communicated to you at the time of onboarding or as updated with thirty (30) days’ notice. You acknowledge that you are also responsible for any penalties or fines imposed on CX PAY or directly to you by any Card Network or financial institution as a result of your activities.
10. Our Collection Rights To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from any funds payable to you or by debiting the Bank Account registered in your CX PAY Account. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions.
11. Reserves In certain circumstances, our acquiring banking partners may determine that a Reserve Account is necessary to provide the Services to you. Where needed, CX PAY may, in its sole discretion, communicate the terms of any Reserve Account to you, which may require that a certain amount of the funds received for your transactions is held for a period of time. The Reserve Account is managed by the acquiring bank in accordance with its own policies and your merchant agreement.
Section D: License, Termination, and Other General Legal Terms
1. Your License to Use the Service CX PAY grants you a personal, limited, non-exclusive, revocable, non-transferable license to electronically access and use the Service solely to route and receive card payment authorizations and to manage your account in a manner consistent with this Agreement. CX PAY may terminate this license at any time in the event that you use the Service in a manner inconsistent with this Agreement.
2. Ownership The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide intellectual property rights in the Service and all copies of the Service. Any ideas or suggestions you submit to CX PAY may be used by us freely and without any obligation or compensation to you.
3. Term The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by you or CX PAY.
4. Termination You may terminate this Agreement by closing your CX PAY Account at any time by following the instructions on our website. We may terminate this Agreement and close your CX PAY Account at any time for any reason effective upon providing you notice. We may suspend your CX PAY Account and your access to the Service if (i) we determine in our sole discretion that you are ineligible for the Service because of risk associated with your account; (ii) you do not comply with any of the provisions of this Agreement; or (iii) upon request of a Card Network or card issuer.
5. Effects of Termination Upon termination and closing of your CX PAY Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, stop accepting new transactions through the Service, and immediately remove all Card Network logos from your site. Termination does not relieve you of your obligations as defined in this Agreement. CX PAY may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings. At any time within thirty (30) days after terminating your CX PAY Account you may request in writing that we transfer Data associated with your Transaction History to an alternative PCI-DSS Level 1 certified payment processor that you identify to us.
6. Your Liability You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your use of the Service and your breach of this Agreement. You agree to defend, indemnify, and hold harmless CX PAY and its respective employees and agents from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iii) negligence or willful misconduct of your employees, contractors, or agents; and (iv) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions.
7. Representations and Warranties You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell products and services; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services, or a charitable donation; (e) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (f) you and all transactions initiated by you will comply with all applicable laws, rules, and regulations; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Service.
8. No Warranties THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK. CX PAY DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
9. Limitation of Liability and Damages IN NO EVENT SHALL CX PAY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. CX PAY’S CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO CX PAY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS.
10. Disputes; Choice of Law; Jurisdiction and Venue This Agreement is governed by the laws of Curaçao, Dutch Caribbean, without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in Curaçao. All parties irrevocably waive any and all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to or arising under this Agreement.
11. Right to Amend We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with reasonable notice, such as on our website or any other website maintained or owned by us. Any use of the Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
12. Assignment This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
13. Change of Business You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, or any transfer or sale of 5% or more of your total assets.
14. Third-Party Services and Links to Other Websites You may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-Party Services”) that utilize, integrate, or provide services related to the Service. If you decide to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with them. We are not responsible for the performance of Third-Party Services. The inclusion of any links to Third-Party Services does not imply an approval, endorsement, or recommendation by us. Access and use of any Third-Party Service is done at your own risk. Please remember that when you use a link to go from our website to a Third-Party Service, our Privacy Policy is no longer in effect.
15. Force Majeure No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control.
16. Responding to Legal Process CX PAY may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any information, subject to the terms of our Privacy Policy, as required under such Legal Process. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. CX PAY is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.
17. Entire Agreement This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and CX PAY with respect to the provision of the Service. In the event of a conflict between this Agreement and any other CX PAY agreement or policy, this Agreement shall prevail. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
18. Survival The following sections of this Agreement survive and remain in effect upon termination: Sections A(3), A(6), A(7), A(8), A(11), C(4), C(5), C(6), C(7), C(8), C(9), C(10), D(2), D(5), D(6), D(8), D(9), D(10), D(16), D(17), and D(18).
Section E: Installing Applications on your CX PAY Account
These terms only apply to you if you authorize another application to connect to your CX PAY Account.
By authorizing another application to link to your CX PAY Account, you agree to be bound by these CX PAY Connect User Terms as well as the CX PAY Terms of Service. You specifically agree as follows:
1. Application Permissions By authorizing an application to link to your CX PAY Account (a “Partner Application”) you are authorizing CX PAY to permit the Partner Application to (a) access your CX PAY Account and Data, (b) create transaction requests and customer records in your CX PAY Account, and (c) deduct amounts (for example, fees and charges) from amounts associated with transactions occurring in connection with the Partner Application (“Partner Fees”). Any Partner Fees will be in addition to CX PAY’s own fees and charges.
2. Duration Once you have authorized a Partner Application it will continue to have access to your CX PAY Account and be authorized as described in these CX PAY Connect User Terms until you specifically withdraw your authorization by changing the settings in your CX PAY Account dashboard.