Terms of service

About our terms of service
Welcome to CX PAY. We developed this payment 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 service to process 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 & 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 service account unless deemed risky (by us or our payment processors). 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
We pay you for your transactions (minus our fees), at a schedule communicated to you once your use of CX PAY is approved. (Payouts for your card transactions are typically sent to your bank within 5 days). A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by 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 (especially if you do something bad). You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks. This section also includes all the extra legal stuff they make us add (e.g. indemnification, warranties, assignment).

CX PAY Terms of Service
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”), CX PAY, Inc. (“CX PAY”), and SFT Bank, N.A. (“SFT”, collectively with CX PAY referred as “we”, “our” or “us”).

Section A: The CX PAY Service

  1. Our Role
    Our Service helps you accept and process credit card, debit card and other types of card payments (collectively “Cards”) from your customers who want to pay you for products or services or give donations. CX PAY’s card processing service supports Internationally-issued cards with a Visa, MasterCard (collectively “the Card Networks”) including credit, debit, pre-paid, or gift cards. CX PAY is not a bank or a money services business (“MSB”) and CX PAY does not offer banking or MSB services as defined by the Central Bank of Curacao and Sint Maarten. In addition, 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 (see Registering for CX PAY).
  1. 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 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.
  1. Authorization for Handling of Funds
    By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. You further authorize CX PAY to instruct SFT on how your card transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a wire transfer) and the timing of such disbursements. Settlement funds will be held in a deposit account at SFT pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by SFT pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account at SFT. We may periodically make available to you information in the CX PAY management dashboard regarding anticipated settlement amounts received on your behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of CX PAY or SFT to you. This settlement information reflected in the CX PAY management dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your CX PAY Account is closed or terminated.
  1. Payment Methods
    CX PAY will only process card transactions that have been authorized by the applicable Card Network or card issuer. You are solely responsible for verifying 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 card any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
  1. 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, and the distribution of funds to your designated bank settlement account. 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.
  1. 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 card payment services.
  1. 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. The steps you will need to take to comply with PCI-DSS and PA-DSS when using CX PAY will vary based on your implementation. For more information about implementing CX PAY, please refer to our documentation. 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 if requested by us. 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.
  1. 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”). These Security Controls may include processes or applications that are developed by CX PAY or by third parties. 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. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. CX PAY will not be liable for losses resulting from use of lost or stolen data with the Service.
  1. 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 that is 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.
  1. 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 is required to report your business name and the name of your principals to the MATCHTM listing maintained by MasterCard and accessed and updated by Visa, if applicable, pursuant to the requirements of the Network Rules (as defined below, in Section 14). 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 us or our payment processor from all claims and liabilities you may have as a result of such reporting.
  1. 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 under the Service and in a manner consistent with PCI DSS and applicable law.
  1. Restricted Use
    You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). 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 buyer 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, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use CX PAY in a manner that Visa, MasterCard or any other Card Network or other payment 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, do any of the following: (i) access or attempt to access CX PAY systems, programs, or data that are 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, use any tool to enable features or functionality that are otherwise disabled in the Service – or decompile, disassemble, or otherwise reverse engineer the Service – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
  1. Suspicion of Unauthorized or Illegal Use
    We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other CX PAY 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.
  1. 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 that are applicable to merchants. 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 the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.
  1. 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. You also agree that 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 to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
  1. 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.
  1. Other CX PAY Services
    From time to time we may offer you additional features or services (“Additional Services”), such as CX PAY Checkout or international services, which may be subject to additional or different terms of service. As with this Service, you may not use these Additional Services unless you agree to the applicable 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 in Curacao that operate a business selling products or services, or to accept donations for a bona fide charitable organization, and 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. If you have not already done so, 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. To sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as the business organization that you represent.
  1. 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.
  1. 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 for your 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 certain and you hereby authorize us to do so. If we request that you do so, you will also be required to enter into a direct agreement with CX PAY in addition to this Agreement. In that case, unless you expressly inform us in writing otherwise, you hereby authorize CX PAY to continue to manage your account on your behalf and to cause funds settled transactions to be deposited to an omnibus bank account designated by CX PAY for your benefit.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. CX PAY may also share your information with our payment processors (such as SFT), each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the Service.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. CX PAY may periodically update this information to determine whether you continue to meet our eligibility requirements.You agree that CX PAY is permitted to contact and share information about you and your application (including whether you are approved or declined), and your use of CX PAY with the payment processor, including SFT. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct CX PAY’s risk management process.
  1. CX PAY Service – US only
    By registering for CX PAY, you confirm that you are either a business entity authorized to conduct business by the country of Curacao. CX PAY may only be used to process payment for businesses established in Curacao. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by Curacao law.By accepting this Agreement you confirm that you will satisfy these requirements.
  1. Prohibited Businesses
    There are certain categories of businesses and business practices for which the CX PAY Service cannot be used (“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. We maintain a list: Restricted List By registering for CX PAY, you confirm that you will not use the Service to accept payments in connection with any of the 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 CX PAY reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) CX PAY or SFT; (ii) the processors, suppliers or licensors of CX PAY or SFT; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer), (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 for your products and services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorization from the Card Networks for each card transaction, as required under the Network Rules, and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an affirmative authorization from us or the Card Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim at a later date.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. You will maintain appropriate records of all card transactions for a period of at least two (2) years from the date of the transaction.You will display all Card Network marks in accordance with the rules and procedures of the Card Networks, and will use such marks only to indicate that you accept their cards for payment.We may offer you the ability to have funds settled to your bank account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid bank account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through our API response), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the bank account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.
  1. Payouts and Transaction History
    We will pay out funds settling from the Card Networks to your designated bank settlement account (“Bank Account”) you provided when establishing your CX PAY Account in the amounts actually received (less our Fees, as defined below) for card transactions submitted to our Service. The payouts will be made to this Bank Account. This Bank Account must be located at SFT and held in the name of the business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Card Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).After each payout of card settlement funds to your Bank Account, we will update information in your CX PAY Account to reflect settlement. Information regarding your card transactions processed and settled with the Services (“Transaction History”) will be available to you when you login to our website using your CX PAY Account. We provide a minimum of one year of Transaction History on our website. 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, your Transaction History and your use of the Service. CX PAY is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.
  1. Payout Schedule
    Payout schedule refers to the time it takes for us to initiate a transfer to your designated Bank Account of settlement funds arising from card transactions processed through the Service (“Payout Schedule”). Once your Bank Account information has been reviewed, CX PAY will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your CX PAY management dashboard. The settlement funds should normally be credited to your Bank Account within 1-2 days of us initiating the payout. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you. You can contact CX PAY to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for CX PAY to review your Payout Schedule.We reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service, or if required by law or court order.
  1. Transfer API
    If you use the CX PAY transfer application programming interface or other functionality provided by CX PAY that helps you to transfer your funds to third parties (collectively, the “Transfer API”), the terms of this Section 4 apply to you.
  1. Available Funds. CX PAY will indicate that particular funds are available for payout to you (“Available Funds”) in the Transfer API or in your CX PAY Account management dashboard, in accordance with this Agreement. Available Funds will remain in an omnibus account for your benefit until paid out to you or your Recipient (as defined below) in accordance with your instructions, so you should promptly designate a Recipient. You will not be entitled to receive interest on Available Funds.
  2. Designation of Recipients. As part of the Transfer API, CX PAY will provide you with the ability to designate third-party recipients to whom you may transfer all or a portion of your Available Funds, by supplying certain required information (“Recipients”). You are solely responsible for determining the accuracy and completeness of any payment instructions that you provide to us using the Transfer API. By designating a Recipient to receive Available Funds, you represent and warrant to us that:
    you have verified the identity of the Recipient and the accuracy of the payment details associated with such Recipient;
    your transfer of Available Funds to the Recipient is not associated with any unlawful transaction or activity by you or the Recipient;
    you have a contract that obligates you to pay the Available Funds to the Recipient; and
    the payment of Available Funds is directly related to a transaction that you processed using the Service. For example, you may use the CX PAY Transfer API to pay out wholesale suppliers of goods or a subcontractor of the products or services that you sell using the Service.
  1. Appointment as Agent. If you use the Transfer API, you hereby appoint us as your agent to make payment of your Available Funds via ACH or other methods to your Recipients using our payment tools.
  2. Commercial Use Only. The Transfer API is solely for commercial use and you may not use it for any personal, family, or household purposes.
  3. Taxes and Reporting. As between you and us, unless we otherwise agree with you in writing or are otherwise required to do so by law, you are solely responsible for the filing of any tax disclosure forms associated with your payment of funds to the Recipient. You will indemnify and hold CX PAY harmless from any fines, penalties, or claims of any kind that result from your failure to do so.
  4. Identification of Recipients. You will take steps necessary to reasonably verify the legal name of any Recipient you designate, and you will submit the verified name of each Recipient to us. Such steps may include, for example, verifying a government issued identity from the Recipient, matching the recipient’s identity against reliable third-party databases, or other methods that you reasonably believe will ensure that the identity of the Recipient that you provide us is accurate. If we request it, you will promptly provide documentation of Recipient identification or your methods of determining identity, and otherwise cooperate with us reasonably so that may understand the identity of each Recipient. We reserve the right to change the identification required for Recipients upon notice to you
  5. Liability. Except for our obligation to make payments in accordance with instructions provided using your account credentials, we will have no liability of any kind in connection with the use of the Transfer API.
  1. Reconciliations and Errors
    Your Transaction History will be available to you when you login to the CX PAY management dashboard. Except as required by law, 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 and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in the next scheduled payout. Your failure to notify us of a error or discrepancy in your Transaction History 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 or discrepancy in processing your card payments.If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Bank Account as appropriate. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
  1. 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. Network Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a Card sale refund.Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all refunds within sixty (60) days after the original transaction date, and you acknowledge that refunds processed after that time may not be capable of being processed.For processed refunds, CX PAY will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. If these funds are not sufficient, you authorize CX PAY to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to the cardholder’s card. In the event CX PAY cannot access your Bank Account by means of ACH debit, you agree to pay all funds owed to CX PAY upon demand. 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.
  1. 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, or (ii) unauthorized or improperly authorized transactions, or (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Card Network, our processor or acquiring bank, or the cardholder bank.When a Chargeback is issued, you are immediately liable to CX PAY for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or our payment processors). You agree that CX PAY may recover these amounts by debiting by means of ACH debit of your Bank Account associated with your CX PAY Account, debiting your Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.
  1. 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 also grant us permission to share records or other information required with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.If the cardholder’s issuing bank or the Card Network does not resolve a dispute in your favor, we may recover the Chargeback amount and any associated fees from you as described in this Agreement.We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.
  1. Excessive Chargebacks
    At any point, CX PAY, SFT, the Card Networks, or our payment processors may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (a) additional controls and restrictions to your use of the CX PAY Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, or (iii) delays in your Payout Schedule; or (b) possible suspension or termination of your CX PAY Account and access to the Service. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
  1. CX PAY Fees
    You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this Agreement by reference. We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you.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.
  1. 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 the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the Bank Account or credit card registered in your CX PAY Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
  1. Reserves
    In certain circumstances, we may determine that a Reserve Account is necessary to provide the Services to you. Where needed, CX PAY may, in its sole discretion, set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in a Reserve Account. CX PAY, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.CX PAY may fund the Reserve Account by means of: (i) any funds payouts made or due to you for card transactions submitted to the service, or, or (ii) amounts available in your Bank Account by means of ACH debit to that Bank Account, or (iv) other sources of funds associated with your CX PAY Account; or (iv) requesting that you provide funds to CX PAY for deposit to the Reserve Account.
  1. Security Interest
    You grant us a lien and security interest in the Reserve Account, all Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.

Section D: License, Termination, and Other General Legal Terms

  1. Your License to Use the Service; Our Trademarks
    CX PAY grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive in a manner consistent with this Agreement and documentation provided to you. The Service includes our website, any software, programs, documentation, tools, Internet-based services, components, images, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by CX PAY. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when CX PAY makes these updates available. CX PAY may terminate this license at any time in the event that you use the Service in a manner inconsistent with this License.We may also periodically make available certain CX PAY logos, trademarks or other identifiers for your use (“CX PAY Marks”). If we do so, you will use them subject to and in accordance with CX PAY’s then current CX PAY Marks Usage Agreement. CX PAY may limit or revoke your ability to use CX PAY Marks at any point. All rights not provided in the CX PAY Usage Agreement are expressly reserved by CX PAY.
  1. 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 IP Rights (as defined below) in the Service and all copies of the Service.For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CX PAY under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, CX PAY does not waive any rights to use similar or related ideas previously known to CX PAY, or developed by its employees, or obtained from sources other than you.
  1. 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, CX PAY, or SFT.
  1. Termination
    You may terminate this Agreement by closing your CX PAY Account at any time by following the instructions on our website in your CX PAY Account profile. We may terminate this Agreement and close your CX PAY Account at any time for any reason effective upon providing you notice in accordance with Section A.15 above. We may suspend your CX PAY Account and your access to the Service and any funds in your CX PAY Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your CX PAY Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement; or (iii) upon request of a Card Network or the a card issuer.
  1. 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 (unless otherwise permitted to do so under a separate license from the Card Networks). You will not be refunded the remainder of any Fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your Payout Schedule.Termination does not relieve you of your obligations as defined in this Agreement and 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.Upon termination you agree (i) immediately cease your use of the Service, (ii) discontinue use of any CX PAY or other trademarks licensed under this Agreement, and (iii) immediately remove any CX PAY references and logos from your site. In addition, upon termination you understand and agree that (iv) the license granted under this Agreement shall end, (v) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data, and (vii) you are still liable to us for any Chargebacks, Fees, Refunds, or other amounts incurred by you or through your use of the Service prior to termination.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 that you are entitled to receive to an alternative PCI-DSS Level 1 certified payment processor that you identify to us. We will use commercially reasonable efforts to transfer permitted Data within ten (10) business days from receipt of your written request.
  1. 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 are responsible for the use of lost or stolen cards to purchase products or services from your business, and selected and implementing Security Controls that are appropriate for your business. You agree to reimburse your customer, CX PAY, SFT, and any third party designated by CX PAY or SFT for any and all such liability.CX PAY will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with CX PAY by you or your customers. You will be required to reimburse CX PAY for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to CX PAY.Without limiting the foregoing, you agree to defend, indemnify, and hold harmless CX PAY, SFT, and their respective employees and agents (collectively “Disclaiming Entities”) 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 (including indemnification of any Card Network or card issuer).If you are liable for any amounts owed to CX PAY, CX PAY may immediately remove such amounts from your Reserve Account and deduct the amounts owed to CX PAY from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add funds additional funds to your Reserve Account to cover funds owed to CX PAY. If you do not do so, CX PAY may engage in collections efforts to recover such amounts from you at your cost and expense.
  1. Representation and Warranties
    You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the CX PAY Services in the manner prescribed by CX PAY; (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) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received for the purpose accurately described on your site; (f) 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; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; and (i) 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.
  1. 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) CX PAY OR SFT; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF CX PAY OR SFT; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”) WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER CX PAY NOR SFT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER CX PAY NOR SFT CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; 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; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER CX PAY NOR SFT WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
  1. Limitation of Liability and Damages
    IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) 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. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR CX PAY ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.WITHOUT LIMITING THE FOREGOING PROVISIONS OF THS SECTION 9, THE DISCLAIMING ENTITIES’ 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. THE LIMITATIONS APPLY EVEN IF CX PAY OR SFT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.The Service is controlled and operated from facilities in Curacao. CX PAY makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Service from a country embargoed by the Dutch Kingdom, or if you are a person or entity blocked or denied by the Curacao government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Curacao.
  1. Disputes; Choice of Law; Jurisdiction and Venue
    You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10.This Agreement is governed by the laws of the Curacao (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 Curacao. 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. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
  1. 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 or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website or any other website maintained or owned by us. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
  1. 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.
  1. 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, any transfer or sale of 5% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 5% or more of your total assets not later than three (3) days after you obtain knowledge of it.
  1. Parties
    This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
  1. Third-Party Services and Links to Other Web Sites
    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 these Third-Party Services. You agree that we are not responsible for the performance of Third-Party Services. Additionally, our website may contain links to Third-Party Services as a convenience to you. 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. You understand that the Third-Party Service is not governed by the terms and conditions contained in this Agreement. We expressly disclaim all responsibility and liability for Third-Party Services. 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. Your browsing and interaction with a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms and policies.
  1. 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, except that nothing in this section will affect or excuse your liabilities and obligations under Section 10, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
  1. 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 funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. 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.
  1. Entire Agreement
    This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you, CX PAY, and SFT 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 relating to the subject matter herein, this Agreement shall prevail. Except as expressly provided herein, these terms and conditions describe the entire liability of CX PAY, SFT, and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the Service, and define your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then 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.
  1. Survival
    In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(3) (“Authorization for Handling of Funds”), A(6) (“Taxes”), A(7) (“Your Data Security Obligations”), A(8) (“Security and Fraud Controls”), A(11) (“Privacy of Others”), C(4) (“Transfer API”), C(5) (“Reconciliations and Errors”), C(6) (“Refunds and Returns”), C(7) (“Chargebacks”), C(9) (“Excessive Chargebacks”), C(10) (“CX PAY Fees”), C(11) (“Our Collection Rights”), C(13) (“Security Interest”), D(2) (“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(8) (“No Warranties”), D(9) (“Limitation of Liability and Damages”), D(10) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(14) (“Parties”), D(17) (“Responding to Legal Process”), D(18) (“Entire Agreement”), D(19) (“Survival”), and D(19) (“Card Network Disclosure”).
  1. Card Network Disclosure
    The SFT mailing address is SFT Bank, Schottegaatweg Oost 44, Curacao and its phone number is +5999 7322900. SFT discloses that: (a) it is the only entity approved to extend acceptance of Visa and MasterCard products directly to you; (b) it must be a principal to this Agreement; (c) it is responsible for educating you on pertinent Visa and MasterCard rules with which you must comply, but this information may be provided to you by CX PAY; (d) it is responsible for and must provide settlement funds to you; and (e) it is responsible for all funds held in reserve that are derived from settlement.

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 charges and customers in your CX PAY Account, and (c) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to you from 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.
  1. 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.

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