GoPayWin Merchant Terms & Conditions

These Merchant Terms of Use (“the Terms”) govern your (“Merchant”) use of the products, services or any other features, technologies or functionalities (“Payment Service”) provided by Global Octopus LLC, a Delaware limited liability company operating under trade name GoPayWin™ (“GoPayWin, we, our, or us”) through our website, API or through any other means. As the person signing below, you agree on behalf of the Merchant to the Terms, which we will be providing. Please read the Terms carefully; by using the Payment Service, you agree to the Terms and confirm that you accept them.

1. The Payment Service

We are a credit card payment processor and, through our partnership with GoCoin™, we also enable you to accept Bitcoin™, Litecoin™, Dogecoin™, GoPoints™ and other digital currencies (collectively “Blockchain Currencies”) as payment for goods or services and process the Blockchain Currency payments that you receive from your customers. We are not a Blockchain Currency exchange, Blockchain Currency wallet, or a place to purchase Blockchain Currencies. By using the Payment Service, you authorize us and/or the credit card processors and/or blockchain payment processor and/or currency exchanges that we work with to receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary or desirable to provide the Services and to comply with applicable law.

1.1 License Grant

If you are using our software such as an API, developer's toolkit or other software application that you have downloaded to your computer, device, or other platform, then GoPayWin grants you a revocable, non-exclusive, non-transferable license to use GoPayWin's software in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software for your use in connection with the Payment Service. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all GoPayWin documentation accompanying the software. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software. You acknowledge that all rights, title and interest to GoPayWin’s software are owned by us.

1.2 Independent Contractors

The relationship of GoPayWin and Merchant is that of independent contractors. Neither Merchant nor its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of GoPayWin, nor do they have any authority to bind GoPayWin by contract or otherwise to any obligation. They will not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

1.3 Compliance With Laws

a. Merchant will comply with the rules and regulations of all applicable Blockchain Currency and card payment schemes (including, as appropriate the rules and regulations of Visa, MasterCard, Discover, American Express, GoCoin and any or their affiliate and/or successor organizations) and all other such associations and all applicable laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Payment Service. Merchant agrees to comply with any federal, state and/or regional Automated Clearing House rules applicable to automatic and electronic transfer of funds including without limitation, laws, regulations, and rules governing correct authorizations by consumers and businesses, disclosures and notices required in connection with electronic funds transfer, and all necessary waivers and releases. Merchant shall be solely responsible for credits, returns, disputes, chargebacks and all costs associated with data transmissions. Merchant will be solely responsible to obtain accurate credit card and ACH information and authorization from its customers, and will transmit said information to GoPayWin via the internet or service originally agreed upon by all parties.

b. In order to use GoPayWin, you must successfully complete our Bank Secrecy Act and Anti-Money Laundering Compliance Program (“BSA/AML Program”). You agree that you will not allow anyone who has not been cleared by our BSA/AML Program to access your accounts. By visiting, accessing or using GoPayWin, you have indicated that you are at least eighteen (18) years old, have the legal capacity to accept these terms of service to be bound by it. Should agree to be bound by it in its entirety, you should not visit, access or use GoPayWin.

c. GoPayWin agrees to comply with the Payment Card Industry ("PCI") Data Security Standard ("DSS") of Visa and MasterCard.

1.4 Data Security and Compliance

Merchant agrees to comply with privacy and security requirements under the Payment Card Industry Data Security Standard ("Association Requirements") with regards to Merchant's use, access, and storage of certain credit card non-public personal information ("Cardholder Information") on behalf of GoPayWin. Visa, MasterCard, Discover, American Express, any ATM or debit networks, and the other financial service card organizations shall be collectively known herein as "Associations." Merchant shall comply with its obligations under any applicable law or regulations as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of Cardholder Information. Merchant agrees that it shall protect the privacy of Cardholder Information to at least the same extent that GoPayWin must maintain that confidentiality under the Association Requirements or applicable law and we secure the cardholder data that we store, process or transmit and are responsible for the security of our environment. Merchant agrees to ensure that any agent, including a subcontractor, to whom it provides Cardholder Information received from, or created or received by Merchant on behalf of GoPayWin, agrees to the same restrictions and conditions that apply through this Agreement to Merchant with respect to such information. Upon five (5) business days’ notice or immediately upon any unauthorized access to, use or disclosure of any Cardholder Information, GoPayWin may at its discretion, conduct an on-site audit and review of Merchant's procedures and Services.

1.5 Access

Merchant understands and agrees that, if applicable, it has contracted with a third party provider that may have access to the Payment Service. Merchant hereby grants the third party provider access and authorizes GoPayWin to take all reasonable steps to provide such access. All actions taken by GoPayWin in this regard will be a part of the Payment Service for purposes of this Agreement and GoPayWin shall have no liability under this Agreement for such access.

1.6 Customer Data

a. "Customer Data" shall mean the following information regarding Customers who agree to save their payment information with the Payment Service that Merchant understands and agrees may be collected from Customers: name, billing address, shipping address, billing zip code, unique Customer ID, card number, CVV, card expiration date, tracking ID, public key, token, merchant identification, payment methods, stored value card number, PIN, email, ID, cookies, time zone, language, operating Service, browser, JavaScript settings, cookie setting and flash settings, User Agent, http header, IP, type of mobile device, mobile carrier and any other data or information that GoPayWin must request from the Customer sufficient for the payment processor to process the transaction and provide fraud screening, information security and compliance, and any other information that the Customer provides to GoPayWin.

b. GoPayWin will obtain an independent ownership right in any data transmitted by the Customer to GoPayWin, even if the information first passes through Merchant's servers. Such Customer Data will constitute GoPayWin's Confidential Information and Intellectual Property for purposes of this Agreement. To the extent Merchant provides to GoPayWin any data similar to Customer Data (collectively "Other Customer Data") that GoPayWin does not own, Merchant hereby grants GoPayWin a perpetual, irrevocable, sub-licensable, assignable, royalty-free license to use, reproduce, electronically distribute, and display all such Other Customer Data for the purposes of (i) preparing internal reports for use by GoPayWin or its corporate group to manage their business; (ii) data analytics, developing and analyzing data metrics, anonymizing Personal Data (as defined below) and other analysis purposes, and to publish in aggregated form the results of such analyses; (iii) providing fraud screening services to the Merchant and/or third parties; (iv) processing and/or resolving chargebacks or other disputes; (v) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of Personal Data in accordance with local laws and (vi) any other purpose for which consent has been provided by the Customer( together the "Agreed Purposes").

2. Registration

2.1 Generally

In order to use the Services, you must open a GoPayWin account. When you open an account, we will ask you for contact information such as, for instance, your name, mailing address, phone number, email address, and website. The information that you provide at the time of account opening must be accurate and complete, and you must inform us in a timely fashion of any changes to such information. We may require additional information about you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) such as, for instance, your date of birth, tax identification number or government-issued identification, corporate formation documents, business license, and we may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration, or to later close your GoPayWin account, if you do not provide us with accurate, complete and satisfactory information.

2.2 Guarding your Password

You will choose a password when registering. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all activities that occur using your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else’s password at any time.

2.3 Prohibited Accounts

Use of the Services is subject to the laws and regulations of the United States regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Payment Service would and will comport with such laws and regulations, including, without limitation, the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury.

3. Your Sales

3.1 Invoices and Records

You must keep all records needed for fulfilling the merchandise to the purchaser and providing any post-sale support to the purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration.

3.2 Customer Verification

You are solely responsible for obtaining any information required of those who purchase your goods or services. For instance, if applicable law prohibits a sale to persons under the age of 18 years, you must ensure that a purchaser is at least 18 years of age. Similarly, if applicable law requires that a purchaser’s identity be verified, you must verify the purchaser’s identity. We will not be responsible for your failure to adequately verify your purchasers’ identities or qualifications.

3.3 Representation and Warranties

Your use of the Payment Service is subject to several important restrictions. Specifically, you represent and warrant to us that:

a) Your use of the Payment Service will not contravene any applicable international, federal, state or local law or regulation, including applicable tax laws and regulations, and that your use of the Payment Service will not violate the laws of the United States of America.

(b) Your use of the Payment Service will not relate to sales of (i) narcotics, research chemicals or any controlled substances, (ii) cash or cash equivalents, including derivatives, (iii) items that infringe or violate any copyright or trademark, (iv) ammunition, firearms, explosives, or weapons regulated under applicable law, or (v) any services which compete with GoPayWin.

(c) Your use of the Payment Service will not relate to transactions that (i) show the personal information of third parties in violation of applicable law, (ii) support pyramid or Ponzi schemes, matrix programs, high-yield investment programs or other “get rich quick” schemes,(iii) are associated with purchases of annuities or lottery contracts, lay-away systems, banking, off-shore banking, foreign exchange or transactions to finance investing or investment related products, or refinancing debts funded by a credit card,(iv) are associated with Money Service Business activities, as defined by the Financial Crimes Enforcement Network of the United States Department of the Treasury, or (v) provide credit repair or debt settlement services.

(d) Your use of the Payment Service will not involve unlicensed gambling or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, unless you have obtained our prior approval and you and your customers are located exclusively in jurisdictions where such activities are permitted by law.

(e) You have the right, power and ability to enter into and perform under these Terms.

3.4 Our Right to Reject

We reserve the right to decline to process a sale if we believe that it violates these Terms or would expose you, other merchants, purchasers, or other parties to harm. If we reasonably suspect that your GoPayWin account has been used for an illegal purpose, you authorize us to share information about you, your GoPayWin account, and your account activity with law enforcement.

3.5 Our Right to Inspect

We may ask for permission to inspect your business location, in connection with your use of the Services or specific transactions. If you refuse our request, we may suspend or terminate your GoPayWin account.

4. Third Parties

4.1 Your Use of Third-Party Services

In using the GoPayWin website or the Payment Service, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.

4.2 Security

We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law.

5. How we Collect, Use and Share Information

In order to provide the Services, we may share information about you and your GoPayWin account with third parties.

6. Our Ownership of the Services and the GoPayWin Website

You agree and acknowledge that we own all right, title and interest to and in the Payment Service, the associated software, technology tools and content, the GoPayWin website, the content displayed on the website, and other materials produced by and related to GoPayWin (collectively, the GoPayWin IP). You are only permitted to use the Payment Service and the GoPayWin IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the GoPayWin IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the GoPayWin IP or any portion thereof, or use the GoPayWin IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the GoPayWin IP, nor shall you translate, reverse engineer, decompile or disassemble the GoPayWin IP.

7. Advertising

By mutual consent, we may publish your corporate name, artwork, text and logo (Merchant Content) on the GoPayWin website and promotional materials to acknowledge you as our customer. You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

8. Fees & Settlement

8.1 Invoice Generation and Exchange Rate Guarantee

To create a payment request, your checkout system makes an electronic request to GoPayWin to collect a specific amount in your local currency, such as US dollars or euros. In the case of credit cards, that amount is requested and your customer need only enter their information to complete the request. In the case of Blockchain Currencies, the GoPayWin Payment Service will utilize our proprietary method to calculate (i) an exchange rate and (ii) a time window during which the we guarantee the exchange rate. We return to you and your purchaser clear payment instructions and a countdown timer reflecting everything that the purchaser must do for the transaction to be accepted by us. As long as the purchaser sends the Blockchain Currency before the expiration of the time window to the exact public address requested and in an amount not less than what is reflected on the payment request, we will accept it (“Accepted Payment”). While we guarantee the exchange rate for Accepted Payments, you agree that you assume the volatility risk of your local fiat currency or, if you request settlement in a Blockchain Currency, you accept the volatility risk accordingly. For instance, if you ask us to collect USD $150, and your purchaser successfully completes the payment request, we guarantee to purchase the Blockchain Currency received from you for USD $150, minus our fee, but we do not guarantee the value of the U.S. dollar. If you have requested settlement in a Blockchain Currency, we do not guarantee the exchange rate and assume no liability for Blockchain Currency volatility risk.

If your customer pays less than the amount requested or after the expiration of the time window, the transaction will not be automatically accepted by us. You must review the transaction on our system and decide if it is acceptable to you or if you wish to reject the transaction. If you accept such transaction, your balance will be reduced by the amount of the difference. GoPayWin accepts no responsibility for losses incurred for transaction we do not automatically accept.

8.2 Fees

The proceeds payable to you will equal the amount reflected on the payment request for Accepted Payments, minus our transaction processing fee. Those payment requests, you manually accept will be adjusted down by the amount of short payment at the exchange rate we agree at our reasonable discretion to be acceptable at the time of the adjustment. We reserve the right to change our fee structure and pricing with thirty (30) days prior notice. Your continued use of the Payment Service after we notify you of any changes in our fees constitutes your acceptance of such change.

8.3 Methods of Settlement

All transactions are entered into the GoPayWin accounting ledger and the aggregate amount of Accepted Payments are reflected in your balances on our system. Transactions with a status of “Completed" means that GoPayWin has processed the transaction but may not have actually received the funds for it yet and “Clear” means that GoPayWin has received payment from the customer. Preference settings refer to the merchant’s parameters on the currency for which the merchant wants to settle the account. The debits and credits to your accounting ledger are funds temporarily held by GoPayWin transaction partners until settlement to your bank account can take place. You can receive a settlement in USD, Euro, GBP, SGD, Blockchain Currency, or in a mixture of both. You assume volatility risks of the currency in which you choose to be settled. If you choose to keep Blockchain Currency, then you assume the volatility risk of the blockchain currency value.

8.4 Settlements in Local Currencies

GoPayWin currently supports settlement in USD, EURO, GBP & SGD. Settlements may be subject to foreign currency exchange fees.

8.5 Your Bank Account

You must provide us with written notice at least 10 business days prior to closing your bank account. You authorize us to initiate electronic credits to your designated bank account at any time, as necessary to settle your account. You agree to the terms of service of our financial partners providing deposit which may include, but may not limited to SynapsePay Terms, WePay Terms, GoCoin Terms which are incorporated herein by reference. You recognize from time to time that we may change financial partners and that this section is subject to change. Please refer to the Appendix Fee Schedule for information related to minimum settlement amounts and deposit frequency. Merchant is solely liable for all fees and costs charged by or associated with Merchant's bank account(s), including for overdrafts, or for Merchant's wire fees. GoPayWin will not be liable for any delays in receipt of funds or errors in bank account entries caused by Merchant or third parties. Merchant acknowledges that on occasion, there may be delays as certain banks may suddenly refuse to process settlements involving Blockchain Currency transactions. GoPayWin will use commercially reasonable efforts to notify Merchant if any such delays take place, and to prevent such events from taking place.

8.6 Settlements in Blockchain Currencies

Settlements in Blockchain Currencies are sent to the public address of your designation. GoPayWin does not host a Blockchain Currency wallet for you. You are solely responsible for setting up your digital wallet(s) and safeguarding your private key.

8.7 Certain Deferrals

If we need to conduct an investigation or resolve any pending dispute related to your GoPayWin account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.

8.8 Account Statements

The Payment Service will provide you with a statement detailing your account transaction and settlement history. Should you identify an error in the statement, you must notify us of such error within 30 calendar days.

9. Refunds and Adjustments

9.1 Refund Procedures

In the event that you wish to issue a refund to a purchaser, GoPayWin will manage this for Credit Cards only. You can decide to issue a partial refund or the full amount of the initial purchase.

Refunds in Blockchain Currency may be completed by you directly to your customer or, subject to availability of our refund service in your jurisdiction, GoPayWin may facilitate Blockchain Currency refunds which may be subject to additional fees.

9.2 Disclosure of Your Refund Policy

Merchants are required to have a clear refund policy, and to disclose that policy to their customers.

9.3 Purchaser Complaints

Purchasers filing complaints about a purchase will be forwarded to you for resolution. GoPayWin reserves the right to terminate accounts which receive excessive complaints.

10. Account Termination

10.1 Your Right to Close Your Account

You may close your GoPayWin account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre- closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.

10.2 Our Right to Close or Suspend Your Account

We may terminate these Terms and close your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Payment Service if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud or reputational risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account.

10.3 Effect of Account Closure

If your GoPayWin account is closed, you agree: (a) to continue to be bound by these Terms, (b) to immediately stop using the Payment Service, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

10.4 Abandoned Account Fee

If Merchant's Account becomes an Abandoned Account with a balance due to Merchant, Merchant shall be assessed a monthly Abandoned Account Fee in the amount set forth in the Fee Schedule. In addition, all costs incurred by GoPayWin in managing Merchant's Abandoned Account, including costs associated with attempting to locate Merchant to deliver Merchant's Account balance or incurred with respect to escheating Merchant's funds to the appropriate governmental agency will be deducted from Merchant's Account.

11. Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation, in the case of GoPayWin, information concerning the Payment Service and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party's confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information; (ii) not use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party's express prior written consent; (iii) disclose the disclosing party's Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party's internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure.

12. Indemnification

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

13. Trademarks

License to GoPayWin, GoCoin, GoPoints Trademarks. Subject to the terms and conditions of this Agreement, GoPayWin grants Merchant the nonexclusive, non-sublicensable, and non-transferable right and license to use GoPayWin's trademarks used to identify the Payment Service (the "Trademarks") during the term of this Agreement solely in conjunction with the use of the Payment Service. GoPayWin grants no rights in the Trademarks or in any other trademark, trade name, service mark, business name or goodwill of GoPayWin except as licensed hereunder or by separate written agreement of the parties. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to GoPayWin (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, Merchant will immediately cease all display, advertising and use of all of the Trademarks and will not thereafter use, advertise or display any trademark, trade name or product designation which is, or any part of which is, similar to or confusing with any Trademark or with any trademark, trade name or product designation associated with GoPayWin or any of GoPayWin's products and services.

14. Intellectual Property

"Intellectual Property" means all of the following owned by a party: (i) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall be defined, collectively, as "Intellectual Property Rights." Other than the express licenses granted by this Agreement, GoPayWin grants no right or license to Merchant by implication, estoppel or otherwise to the Payment Service or any Intellectual Property Rights of GoPayWin. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of GoPayWin, in the Payment Service) and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein. GoPayWin (and not Merchant) shall have the sole right, but not the obligation, to pursue Intellectual Property protection, in its sole discretion, for the Payment Service and any Intellectual Property Rights incorporated therein. Merchant will cooperate with GoPayWin in pursuing such protection, including without limitation executing and delivering to GoPayWin such instruments as may be required to register or perfect GoPayWin's interests in any Intellectual Property Rights and any assignments thereof. Merchant shall not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation received from GoPayWin in connection with this Agreement.

15. No Warranties


16. Limitation of Liability


17. Miscellaneous

17.1 Taxes

You the Merchant, are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services (Taxes). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

GoPayWin will report annually to the Internal Revenue Service, as required by law, your name, address, tax identification number (such as a social security number, or employer identification number), the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.

17.2 Assignment

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

17.3 Severability

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

17.4 Waivers

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

17.5 Entire Agreement

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

17.6 Notices

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

17.7 Governing Law & Jurisdiction

The parties agree that any dispute in any way relating to this Agreement or the relationship of the parties shall be subject to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles County, California. The parties hereby consent to the personal jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.

17.8 Amendment

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

17.9 Force Majeure

Neither you nor we will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

17.10 Government Entity Obligations

If Merchant is a governmental or quasi-governmental entity, Merchant agrees that it has informed GoPayWin, and will inform GoPayWin of any changes or updates, in writing, of any law, regulation, ordinance, policy, or ethical requirement that would restrict or require disclosure of any political contributions made by GoPayWin or its directors, officers, or employees because of the existence of a contract between Merchant and GoPayWin.

17.11 Export Control

Any and all obligations of GoPayWin to provide the Service shall be subject to all applicable export laws and restrictions and regulations. Merchant agrees not to export or re-export any GoPayWin Intellectual Property (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods including, without limitation, Iran, Syria and North Korea; or (ii) to any person on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Person's List (a "Designated Person"). Merchant represents and warrants that it is not located, partially or entirely, in any of the foregoing jurisdictions, and that it is not a Designated Person, and that it has no reason to believe that any Purchaser is a Designated Person.

Appendix A - Fee Schedule

Service Fees

Unless agreed to the contrary in writing under separate agreement, GoPayWin standard processing fees are as follows:

1. Credit Card Processing 2.9% + $0.30 per credit card transaction.
2. Blockchain Currency Processing 1.0%

These processing fees will be deducted automatically prior to account settlement to your bank.

Credit Card Payment Settlements

Our systems integrate into many merchant bank settlement partners. When you sign-up for an account our systems we’ll match you up with the merchant bank that fits best with your companies profile and transaction volume to achieve the lowest fees for your company. Each merchant bank has its own settlement process, and us such you’ll be asked to agree to the terms of service of the merchant bank that agrees to settle your credit card payments on your behalf. If you wish to pick your own merchant bank partner please contact a GoPayWin representative to go over your specific account needs.

Blockchain Payment Settlements

The frequency of your account settlements will depend on (i) settlement balance reaching a payment threshold, (ii) your selected settlement method and currency, (iii) the risk profile of your business, and (iv) if you have been naughty or nice! In certain cases, it is not financially feasible to settle with you until you have reach a high enough balance to justify cost of your selected settlement method. For example, if your balance is USD$100 and you have opted to receive an international wire, with a wire fees averaging $30, it does not make financial sense to send the wire until you have a significantly higher balance.

The below matrix is subject to change from time to time. Payment methods are subject to availability for the location and risk profile of your business. For example, certain banks refuse to make ACH payments to businesses they deem as “High Risk” (typically, you know if you fit that category). You recognize that certain banks and payment networks have from time to time suddenly stopped or otherwise refused to transfer payments the involved Blockchain Currencies in any manner. These factors our not within our control, and we will use all commercially reasonable methods to settle your account in a timely manner. That said, the matrix below reflects our goals for when we settle with you but we are unable to guarantee:

Method Currency Threshold Frequency
ACH USD $20 Weekly
US Check USD $20 Monthly
International Wire USD, EUR, GBP $1,000 Weekly
Bitcoin Network XBT or BTC .01 Daily
Litecoin Network LTC .01 Weekly
Dogecoin Network XDG 500 Weekly

Payouts are made on Normal Business Days. M-F, excluding bank holidays. Additionally, accrued daily payouts of 10,000 USD or more may take up to 5 business days to process and be sent by international wire rather than ACH.

Other Fees

Abandoned Account Fees - Abandoned Accounts with a balance due to the you will be charged an abandonment fee equivalent to $10/month at the fair market exchange rate as determined by GoPayWin.

Blockchain Currency Accounting Correction Fee – In the event your customer mistakenly transmits or sends more Blockchain Currency than the requested amount and later requests a correction, we will charge you a $5 fee per request to correct their mistake. In such cases, we will determine, at our sole discretion, a reasonable exchange rate at the time of the correction and NEVER at the original exchange rate when the mistake occurred. For example, let’s say your customer intends to make a $50 purchase and the exchange rate given at the time of the purchase is $100 per XBT. If you customer mistakenly sends 5.0 XBT instead of 0.5 as requested, they will likely contact you for such a correction. Let’s say they request the correction two weeks later and the exchange rate is now $200 per XBT, the customer might expect they would get back 5.0 – 0.5 = 4.5 XBT. The correct amount due back to your customer will be calculated $500 - $50 = $450 / $200 per XBT = 2.25 XBT. For this correction, you will owe us $5 per correction. In no case will GoPayWin be liable to you or your customer for volatility of any currency, fiat or Blockchain.