Terms of Use

Merchant Terms of Use

TERMS EFFECTIVE ON OCTOBER 1, 2026.

These Merchant Terms of Use (the “Agreement”) governs the use of the products, services or any other features, technologies or functionalities related to merchant payment acceptance services (the “Acceptance Services”) provided by BitPay (“BitPay”, “we”, “our”, or “us”) through BitPay’s website, API or through any other means to you (“Merchant”, “you” or “your”). By using the Acceptance Services, you accept these Terms and agree to be bound by them, confirm that you have relationship between the Merchant and BitPay read, understood, and accepts all of the terms contained in this Agreement including, without limitation, section 19.7 (Governing Law; Arbitration).

BitPay B.V. is authorised as a crypto-asset service provider under Regulation (EU) 2023/1114 and is supervised by the Netherlands Authority for the Financial Markets (AFM). BitPay’s entry on the AFM register is available at AFM register.

1. Services

In consideration for the fees, BitPay agrees to provide to the Merchant, to the maximum extent permitted by law the services described below (each a “Service” and, together, the “Services”) on the terms of this Agreement. The Services may be varied or supplemented from time to time, in accordance with section 19.8 (Amendment).

1.1. Merchant Payment Acceptance: BitPay provides crypto-asset exchange and transfer services to the Merchant to enable the Merchant to accept crypto-assets as a form of payment in exchange for goods or services the Merchant sells to its customers (“Shoppers”). The Merchant will receive settlement payments in fiat currency.

1.2. Additional Services: In conjunction with the Services set out above, BitPay may offer a number of additional services from time to time, for example, products, services or any other features, technologies or functionalities provided by BitPay through its website, API or through any other means.

1.3. Mandate and agency

1.3.1. This Agreement constitutes, in respect of the Merchant Payment Acceptance service described in section 1.1, a mandate agreement (lastgeving) governed by the Dutch Civil Code, pursuant to which the Merchant authorises BitPay to act as the Merchant’s agent (lasthebber) for the purpose of receiving crypto-asset payments from the Shoppers in connection with the purchase of goods or services from the Merchant.

1.3.2. Pursuant to this mandate, BitPay is authorised and obliged to accept crypto-asset payments from Shoppers in the Merchant’s name and for the Merchant’s account.

1.3.3. BitPay provides its Services, including the Merchant Payment Acceptance service, solely to the Merchant and not to the Shopper. BitPay is not a party to the purchase or sale contract concluded between the Shopper and the Merchant. The Shopper’s decision to purchase goods or services from the Merchant, and the terms on which those goods or services are sold, are matters exclusively between the Shopper and the Merchant.

1.3.4. At all times, BitPay acts as an agent (lasthebber) under the Dutch Civil Code. It is, and shall be made, apparent to the Shopper that BitPay acts on behalf of the Merchant and not in its own name, including through the disclosures set out in section 11.9 of this Agreement.

2. Exchange and settlement

2.1. BitPay does not provide custody services. BitPay receives crypto-assets from Shoppers in its capacity as the Merchant’s agent (lasthebber). Once a transaction is confirmed on the blockchain, the Merchant’s receipt of the crypto-assets is perfected as a matter of Dutch law through BitPay’s receipt on the Merchant’s behalf. BitPay is thereupon obliged, pursuant to the mandate set out in this Agreement, to convert those crypto-assets into fiat funds and settle the resulting amount to the Merchant. Once a transaction is confirmed on the blockchain, BitPay has full control over the crypto-assets which are then exchanged in fiat currency at the agreed exchange rate.Merchants have no claim on the exchanged crypto-assets received; instead, Merchants are entitled to receive settlement in fiat currency at the agreed exchange rate.

3. BitPay’s Authorisation Details

• Registered name: BitPay B.V.

• Head office address: Keizersgracht 520H, 1017EK, Amsterdam, The Netherlands

• Place of incorporation: The Netherlands

• Dutch Chamber of Commerce number: 58655891

• E-mail address for correspondence: europe@bitpay.com

BitPay is an affiliate of BitPay, Inc. BitPay complies with the economic and trade sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury.

4. Merchant’s Representations and Warranties

The Merchant represents and warrants that:

• The Merchant’s representative signing this Agreement has all necessary power, authority and capacity to bind the Merchant to this Agreement;

• The Merchant has all necessary right, power, authority and ability to enter into and fulfill its obligations under this Agreement and its use of the Services;

• The Merchant is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of the Merchant’s business requires it to so qualify;

• The Merchant undertakes to notify BitPay as soon as the Merchant becomes aware of any change in the circumstances affecting the Merchant’s business including, but not limited to: (i) any insolvency event, (or impending insolvency event) (ii) any actual or impending change of control in the Merchant or the Merchant’s parent company; (iii) any actual or impending material change in the Merchant’s business; and (iv) any actual or impending sale or other disposal of all or any material part of the Merchant’s assets which may result in a material adverse change to the Merchant’s business.

• The Merchant’s use of the Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;

• The Merchant’s use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, the Dutch Sanctions Act (Sanctiewet 1977), the OFAC-administered sanctions programs and any other sanctions programs that may apply to the Merchant based on the jurisdiction(s) in which the Merchant operates its business and serves its customers; and

• All information that the Merchant has provided and may, from time to time, provide to BitPay, is true and complete, and shall be timely updated and corrected as necessary to maintain its status as true and complete.

5. Merchant Account

5.1. Account Opening and Registration

BitPay is licensed by the AFM pursuant to Regulation (EU) 2023/1114 (“MICAR”). As a licensed cryptoasset service provider, BitPay is required to collect certain information from the Merchant to comply with anti-money laundering and anti-terrorist funding laws and regulations. Therefore, as part of establishing the Merchant’s BitPay Account (“Account”), at a minimum, the Merchant must submit business-related information such as name, mailing address, physical address, phone number, email address, information relating to the ultimate beneficial owner(s) or the individual(s) having significant control over the business, such as tax identification number and government-issued identification, legal name, trading name (i.e. DBA), company website, and bank account details to be used for settlement of transactions made using the Services, the nature of the Merchant’s expected transactions, and the Merchant’s field of industry. The Merchant may be asked to submit additional information and/or documents to enable BitPay to verify the Merchant’s identity and assess business risk, such as entity formation documentation, compliance program documentation, and information regarding the Merchant’s Shoppers.

The information the Merchant provides at the time of opening the Account must be accurate and complete, and the Merchant must inform BitPay within ten (10) business days of any material changes to such information. BitPay has the right to reject the Merchant’s Account registration, to later close the Merchant’s Account, or to restrict the provision of Services to the Merchant if the accuracy and completeness of such information is not maintained.

5.2. Transaction Processing Limits

BitPay imposes daily and annual transaction processing volume limits per Account. If the Merchant wishes to increase its limit, the Merchant will be required to apply for an upgrade from its Account dashboard and provide BitPay with documentation necessary to qualify for that upgrade. Depending on the upgrade request, the Merchant may be required to provide BitPay with additional information and documentation. Requests will not be approved until all required documentation has been reviewed and the accuracy and authenticity of the information has been confirmed. A description of the processing limits and the upgrade process is available in our FAQs.

5.3. Shopper Verification

Merchant’s Shoppers are required to accept the appropriate terms of use and complete a shopper due diligence onboarding process prior to utilising services of BitPay as part of BitPay’s Sanctions Compliance and anti-money laundering and anti-terrorism financing compliance programmes.

5.4. Prohibited Use and Business

5.4.1. Prohibited Use

In connection with the Merchant’s use of the Services, and its interactions with other users and third parties, the Merchant agrees not to engage in the following Prohibited Uses. This list is non-exhaustive and BitPay reserves the right to modify it at any time. It is within BitPay’s sole discretion to determine whether an activity falls into one of these categories. If the Merchant is uncertain as to whether or not its use of the Services involves a Prohibited Use or has questions about how these requirements apply, please contact BitPay at https://bitpay.com/request-help/wizard.

• Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, including applicable sanctions programs including but not limited to the Dutch Sanctions Act and the sanctions programs administered by OFAC, or which would involve proceeds of any unlawful activity; activity which would publish, distribute or disseminate any unlawful material or information.

• Abusive Activity: Actions which impose an unreasonable or disproportionately large load on BitPay’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to BitPay’s computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to BitPay’s computer systems, networks or sites or BitPay’s other customers’ Accounts, computer systems or networks connected to BitPay, through any other means; interfere with another individual’s or entity’s access to or use of the Services; use information of another party to access or use BitPay’s computer systems, networks or sites; transfer the Merchant’s Account access or rights to the Merchant’s Account to a third party, unless by operation of law or with the express written permission of BitPay; or harvest or otherwise collect information from BitPay’s computer systems, networks or sites about others, including without limitation email addresses, without proper consent.

• Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.

• Fraud: Actions which operate to defraud BitPay, BitPay’s users, or any other person; provide any false, inaccurate, or misleading information to BitPay.

• Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of any BitPay intellectual property, name, or logo, including use of BitPay trade or service marks, without express consent from BitPay or in a manner that otherwise harms BitPay or any BitPay brand; any action that implies an untrue endorsement by or affiliation with BitPay.

5.4.2. Prohibited Business

In addition to the Prohibited Uses, the following categories of businesses, business practices, and items for sale are prohibited from the Services. Most Prohibited Business categories are imposed by the requirements of BitPay’s banking providers or regulators. This list is non-exhaustive and BitPay reserves the right to modify the list at any time. It is within BitPay’s sole discretion to determine whether an activity falls into a Prohibited Business category. If the Merchant is uncertain as to whether or not its use of the Services involves a Prohibited Business, or has questions about how these requirements apply to the Merchant, please contact BitPay at https://bitpay.com/request-help/wizard.

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

• Marijuana/cannabis dispensaries and related products and businesses;

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

• Toxic, flammable, and radioactive materials;

• Pseudo-pharmaceuticals;

• Substances designed to mimic illegal drugs;

• Sexually explicit content;

• Sexually-related services;

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

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

• Credit and collection services;

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

• Products and services with varying legal status from state to state;

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

• Transactions related to cloud-mining.

5.5. Restricted Business

If the Merchant engages in any of the following categories of businesses, business practices, and items for sale, it will only be allowed to transact as expressly authorized by BitPay and may be required to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions. This list is non-exhaustive and BitPay reserves the right to modify it at any time. It is within BitPay’s sole discretion to determine whether an activity falls into one of these categories. If the Merchant is uncertain as to whether or not its use of the Services involves a Restricted Business, or have questions about how these requirements apply to the Merchant, please contact BitPay at https://bitpay.com/request-help/wizard.

• Charitable organizations;

• Religious/spiritual organizations;

• Money Services Business as defined by applicable laws and regulations;

• e-Money Wallets;

• Foreign and currency exchange services;

• Sale or trade of cryptocurrencies;

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

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

5.6. Password Confidentiality

The Merchant will choose a password when registering for its Account. The Merchant is responsible for maintaining the confidentiality of its and its users’ passwords and Account access credentials. the Merchant is fully responsible for all activities that occur with the use of its and its users’ passwords or Account. Please notify BitPay immediately of any unauthorized use of the Merchant’s or its users’ passwords or Account or any other breach of security which may compromise the Merchant’s or its users’ password or Account. The Merchant may not allow third parties or unauthorized users to use its Account. BitPay will not be liable for any loss that the Merchant may incur as a result of someone else using the Merchant’s or its users’ passwords or Account, either with or without the Merchant’s knowledge.

5.7. Records

5.7.1. BitPay’s Obligations

Pursuant to applicable laws and regulations, BitPay is required to maintain records of all documentation and information related to the Merchant’s Account for the duration that the Merchant’s Account is active and for a period of time after the Merchant’s Account is closed.

5.7.2. Merchant’s Obligations

Pursuant to applicable laws and regulations, the Merchant is required to maintain all records needed to fulfill orders for goods or services and provide post-sale support to its Shoppers. If the sale of an item requires a government registration of the sale, the Merchant is responsible for such registration.

5.7.3. Request for Documentation and Right to Inspect Records

Either Party or its auditors, an appropriate regulator, or other relevant competent authority may request to obtain and inspect certain of the other Party’s business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If the Merchant refuses such request, BitPay reserves the right to suspend or terminate the Merchant’s Account.

5.7.4. Information Sharing

the Merchant hereby authorizes BitPay to share information about the Merchant, the Merchant’s Account and Account activity with law enforcement, regulators and government agencies. BitPay hereby also authorizes the Merchant to share information about BitPay and BitPay’s Services to the Merchant with law enforcement, regulators and government agencies.

5.8. Account Suspension and Closure

5.8.1. Merchant’s Right to Close Its Account

The Merchant may close its Account anytime as set forth in section 15 (Termination). The Merchant will still be obligated to BitPay for any fees incurred, if applicable, before the closure, and BitPay will remit to the Merchant funds not yet paid to the Merchant and associated with pre-closure transactions. If the Merchant’s Account balance is below BitPay’s documented minimum transfer amount, the Merchant may be responsible for any applicable transaction fees that may be incurred in the funds transfer.

5.8.2. BitPay’s Right to Decline, Suspend, or Close the Merchant’s Account

BitPay reserves the right to decline to provide the Services to the Merchant or immediately suspend the Merchant’s Account, if BitPay learns or has reasonable, good faith suspicion that the Merchant will use or has used the Merchant’s Account to engage in unlawful or improper activity in violation of applicable laws or regulations, this Agreement, and/or BitPay’s other applicable terms of use, including but not limited to a violation of Prohibited Business or Use or Restricted Business sections. BitPay reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

Additionally, if the Merchant’s Account does not have any transactional activity for more than twelve consecutive months, BitPay reserves the right to suspend the Account and automatically disable processing capabilities. the Merchant will receive information about the process to reactivate the Account.

BitPay also reserves the right to terminate accounts that receive excessive Shopper complaints (see section 11.6 (Shopper Complaints)).

5.8.3. Effect of Account Closure

If the Merchant’s Account is closed for any reason, the Merchant agrees:

• that it continues to be bound by the surviving provisions of this Agreement,

• to immediately stop using the Services,

• that the licence provided under this Agreement shall end,

• to remove from its website, apps and marketing materials and will discontinue using any BitPay service marks, logos or other branding,

• that BitPay will retain certain information and Account data stored on BitPay’s servers as required under applicable laws and regulations, and that BitPay shall not be liable to the Merchant or any third party for termination of access to the Services, closure of an Account, or retention of information or Account data.

6. Merchant’s Use of Third-Party Services

In using the BitPay website or the Services, the Merchant may separately be offered additional services, products or promotions by third parties. If the Merchant decides to use any of these third-party services, it does so at its own risk and is solely responsible for reviewing, understanding and complying with the associated terms and conditions. BitPay expressly disclaims any liability for third-party services and is not responsible for the performance of third-party services or servicers.

7. Security and Wallet Security

7.1. Security

BitPay has implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. BitPay’s security measures include risk assessments and controls for the following: application and system access, system and application development and maintenance, acceptable use, data classification, incident response, disaster recovery and business continuity, and security training. BitPay cannot guarantee that unauthorized persons will never gain access to the Merchant information, and the Merchant acknowledges that it provides its information at its own risk, except as otherwise provided by applicable law. If BitPay reasonably suspects or becomes aware of a breach of its security measures that may have impacted the Merchant, the Merchant’s Account or the Merchant’s information, BitPay will provide the Merchant with notice within 72 hours of gaining suspicion or becoming aware of such breach.

7.2. Digital Wallet Security

Shoppers sending crypto-asset payments need to have a digital wallet in order to send crypto-asset transfers. A digital wallet is a piece of software enabling a user to store encrypted private keys, used to sign transactions to access funds. A *custodial* digital wallet constitutes an account where third parties serve as financial intermediaries or custodians of a user’s crypto-assets. A custodial wallet provider stores the user’s private keys and thus has control over the user’s funds. A *non-custodial* digital wallet does not constitute an account where third parties serve as financial intermediaries or custodians of a user’s cryptocurrencies. A non-custodial wallet provider administers only the technical platform to store a user’s private keys, but has no control over or access to the private keys, and therefore no control over or access to the user’s funds.

Shoppers may use any crypto-asset wallet to store their assets, including the BitPay wallet. BitPay does not endorse or vouch for the quality or security of any third-party wallets. The wallet owner is solely responsible for safekeeping passwords and private keys used to access their wallet, as well as maintaining the security protocols and updates on devices used to download and use their wallet. Use of the BitPay wallet is subject to the BitPay Wallet Terms of Use.

*BitPay is not responsible for, and cannot assist with recovery of, a loss of crypto-assets incurred by the Merchant or Shopper if a wallet is compromised, for example due to loss of or unauthorized access to private keys, accidental sharing of a backup, a bug in the user’s device or the wallet software, or a malicious attack on the wallet software.*

8. Privacy and Data Protection

This Agreement is subject to and incorporates the Privacy Notice posted at https://www.bitpay.com/about/privacy-eu.

9. Ownership and Use of Services and Intellectual Property

9.1. BitPay’s Ownership of the Services and BitPay Website

The Merchant agrees and acknowledges that BitPay owns all right, title, and interest in the Services, the associated software, technology tools and content, the BitPay service marks and logos, the BitPay website, the content displayed on the website, and other materials produced by BitPay (collectively, “BitPay IP”). the Merchant is only permitted to use the Services and BitPay IP to offer the Services to the Merchant’s Shoppers, according to this Agreement. BitPay grants the Merchant a personal, limited, revocable, non-exclusive and non-transferable license to use BitPay IP. the Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare BitPay IP or any portion thereof, or use BitPay IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. the Merchant shall not prepare any derivative work based on BitPay IP, nor shall the Merchant translate, reverse engineer, decompile or disassemble BitPay IP.

9.2. Use of BitPay Marks

While the Merchant has an active Account with BitPay, the Merchant may use those BitPay Marks that are made available by BitPay through its Brand Guidelines and strictly subject to the Merchant’s use being consistent with the Brand Guidelines. Any and all goodwill arising from use of the BitPay Marks will inure to BitPay’s sole and exclusive benefit. BitPay reserves the right to update the BitPay Brand Guidelines from time to time, and the Merchant is responsible for maintaining compliance with the then current version, provided that the Merchant has up to sixty days following an update to make any necessary changes. BitPay will make commercially reasonable efforts to provide notice of any changes to the Brand Guidelines. The Brand Guidelines are available via BitPay’s website at https://brand.bitpay.com. Without waiving any rights that may be available to BitPay, if BitPay determines that the Merchant is using any BitPay Marks in a manner inconsistent with the Brand Guidelines or otherwise in a manner that BitPay reasonably determines is objectionable, BitPay will provide the Merchant with notice and the Merchant agrees to promptly discontinue the objectionable use. Failure to discontinue objectionable uses or repeated violations of the Brand Guidelines will be deemed a breach of this Agreement.

10. Advertising and Marketing

With the Merchant’s prior written approval, BitPay may publish the Merchant’s name, URL, artwork, text, logo, case studies, and other publicly available information about the Merchant’s business (“Content“) in BitPay’s promotional materials, marketing channels and business directory. BitPay may also request a testimonial or quote in the form of a blog post, promotional material, press release, or interview, and/or a reference. the Merchant has no obligation to provide Content, a testimonial, quote or reference. If the Parties wish to engage in an advertising or marketing campaign together, they will execute a separate marketing agreement.

The Merchant represents and warrants that it has the right to provide the Content, and that the use, copying, modification and publication of the Content: (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 otherwise violate any law.

11. Merchant Acceptance

11.1. Invoice Generation and Competitive Exchange Rate Guarantee for the Merchant

In order for BitPay to process a crypto-asset payment on behalf of the Merchant, the Merchant must initiate the process by performing an API call to BitPay requesting a quote for the amount the Merchant wishes to collect, denominated in the Merchant’s settlement currency (such as Euros or other supported fiat currency). BitPay will reply to this API call with an exchange rate and a duration for all crypto-assets that the Merchant has configured as acceptable means of payment, and will release an invoice URL to the Merchant containing this information (the “Invoice”). The Merchant retains full discretion as to whether to present the Invoice to the Shopper or to reject it. BitPay’s hosted invoice user interface must be displayed to the Shopper during checkout where the Merchant elects to proceed.

BitPay guarantees to the Merchant the exchange rate quoted to the Merchant at the time an Invoice is generated (the “Guaranteed Rate”) for a set period which is set out in the Invoice (the “Guaranteed Period”). Invoice timeout information is clearly displayed on each BitPay invoice. For more information about how BitPay calculates exchange rates and factors in market depth, please refer to bitpay.com/exchange-rates.

As long as the Shopper pays within the Guaranteed Period, BitPay guarantees that the Merchant will receive exactly the settlement amount specified in the Invoice, minus BitPay’s fee. For example, if the Merchant asks BitPay to collect €150.00 and the Shopper sends an equal amount of crypto-assets within the Guaranteed Period, BitPay guarantees the Merchant will receive exactly €150.00, minus BitPay’s fee; however, BitPay does not guarantee the future value of the Euro relative to any benchmark.

11.2. Invoice Completion

An invoice is considered “complete” by BitPay if BitPay has received the total value as stated on the Invoice from the Shopper, the corresponding transaction has reached BitPay’s required number of block confirmations, and the payment has been credited to the Merchant’s Account ledger.

The Merchant agrees:

• upon BitPay’s receipt of the crypto-asset and completion of the crypto-asset transaction on the blockchain, title to the crypto-asset immediately transfers to BitPay; and

• the Merchant’s claim against BitPay is a right to be paid in fiat at the agreed price.

The Merchant has the option to inform its Shopper that the Merchant has accepted the Invoice as paid before BitPay deems the Invoice completed, e.g., if the Shopper has sent crypto-assets but the transaction has not yet been confirmed. BitPay is not liable for settling invoices which are not considered fully paid and complete. In other words, if the Merchant accepts a payment before it is credited by BitPay to the Merchant’s Account ledger, BitPay is not required to settle to the Merchant if BitPay determines that the payment was fraudulent or otherwise invalid.

The Merchant Dashboard will display the current status for each payment (i.e., “paid”, “confirmed”, “complete”, “overpaid”, “underpaid”, “refunded”, or “invalid”). Payments that may be fraudulent will be identified in the Dashboard as invalid, which reflects that they have failed to achieve any block confirmations in the applicable blockchain. The failure to achieve block confirmations could also occur for reasons other than fraud (e.g. the payment was sent with insufficient miner fees).

11.3. Supported crypto-assets on the BitPay Invoice

BitPay may add new crypto-assets to the Services, from time to time, at BitPay’s discretion. Additional crypto-assets will be added to the Services on an opt-out basis. Crypto-assets will be enabled by default unless the Merchant instructs BitPay to disable them. In addition, there may be circumstances that cause BitPay to decide to remove a particular crypto-asset as a payment option.

11.4. Payment Exceptions

In certain situations when an Invoice is underpaid or overpaid, it will result in a “payment exception”. Shoppers will automatically receive a notification from BitPay to claim the underpayment or overpayment, as described below. BitPay incurs miner fees to refund a payment. If a Shopper requests a refund for a payment exception, BitPay will deduct the miner fees from the refunded amount (see section 11.8, Fees, for details).

11.4.1. Underpayments

Underpayments occur when a Shopper sends an insufficient value of crypto-assets to cover an Invoice. Underpayments cannot fulfill an Invoice in whole or part, and the underpayment is not credited to the Merchant’s Account. BitPay will send a notification to the Shopper to enable the Shopper to request a refund for the partial payment. The Shopper may also request a refund of the underpayment directly from the Invoice. To complete the transaction, the Shopper must restart the checkout process to generate and pay a new Invoice. The new Invoice will provide the Shopper with a new payment amount based on the then-current exchange rate and a new time window in which to complete the payment.

11.4.2. Overpayments

Overpayments occur when a Shopper sends a value of crypto-assets in excess of the amount needed to fulfill the Invoice. In such cases, the Invoice passes through the state of being paid in full and is marked as an overpayment. Once the Invoice status is set to “complete”, the funds needed to fully pay the Invoice are credited to the Merchant’s Account, and the excess funds are held by BitPay until BitPay can refund the excess funds to the Shopper. BitPay will send a notification to the Shopper enabling the Shopper to request a refund for the excess funds. The Shopper also has the ability to request a refund of the excess funds directly from the Invoice.

11.4.3. Orphan Payments

“Orphan payments” occur when a transaction is received outside the time window referenced in section 11.1 (Invoice Generation and Competitive Exchange Rate Guarantee). Any payments sent to the expired Invoice will show up in BitPay’s system as an orphan payment. Orphan payments also occur when a user sends a crypto-asset to one of BitPay’s wallet addresses without a connection to an Invoice. BitPay cannot automatically associate orphan payments with an Invoice, the Merchant, or a Shopper. For more information or to resolve orphaned payments, either the Merchant or the Shopper will need to reach out to the BitPay support team (https://bitpay.com/request-help/wizard) with the required information. Orphan payments are failed payments and cannot be applied to an Invoice. If an orphan payment occurs, the Shopper must restart the checkout process to generate and pay a new Invoice.

11.4.4. Unsupported Payments

BitPay does not support or process payments for unsupported coins, tokens, or blockchain forks, collectively known as “Unsupported Payments” (“UP“). Shoppers should not pay a BitPay Invoice with UP or send UP to a BitPay address. If a Shopper transmits UP, the Shopper may lose any perceived value in the UP. Additionally, BitPay assumes no responsibility whatsoever with respect to UP and Shoppers will not be able to recover UP from BitPay. For an overview of currently supported cryptocurrencies, please refer to bitpay.com/exchange-rates and https://support.bitpay.com/hc/en-us/articles/203411543-What-currencies-can-I-use-to-pay-a-B itPay-invoice-.

11.4.5. Unclaimed Property

If a payment exception occurs, BitPay will try to locate the Merchant or the Shopper using the information shown in BitPay’s records, but if BitPay is unable to contact the Merchant or the Shopper and/or has no record of the Merchant’s or the Shopper’s use of the Services for several years, applicable law may require BitPay to report these funds as unclaimed property to the applicable jurisdiction. BitPay reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

11.4.6. Delayed Settlement

If BitPay needs to conduct an investigation or resolve any pending dispute related to the Merchant’s Account, or if required by law, court order, or at the request of law enforcement, BitPay may delay settlement or restrict access to settlement. In the case of a delayed settlement, BitPay will strive to promptly inform the Merchant, unless prohibited by court order or law enforcement. BitPay will not be liable to the Merchant for any damages or harm caused as a result of such delayed settlement or restricted access. Unless required to delay settlement by law, BitPay is committed to not delay or restrict settlement unnecessarily, and if partial delay or restriction is possible, BitPay will only partially delay or restrict. Once the reasons for delayed settlement or restricted access to settlement funds can be reasonably proven to have been resolved, BitPay will effect settlement to the Merchant, in full, without undue delay.

11.4.7. Account Information

The Merchant will have access to Account information detailing its ledger, transaction and settlement history through its Dashboard or via BitPay’s API. Should the Merchant identify an error, it must notify BitPay within thirty (30) calendar days of the ledger entry posting.

11.5. Refunds

11.5.1. General Procedures

BitPay can facilitate crypto-asset refunds to Shoppers on the Merchant’s behalf. The Merchant can decide to issue a partial refund or refund the full amount of the initial purchase. The Merchant can also decide whether to issue the refund based upon the value in which the relevant goods and/or services were priced (pricing currency) or the amount of the applicable crypto-assets used to pay the Invoice (payment currency). Refunds will be remitted in the same crypto-assets the Shopper used to pay the Invoice. If the Merchant does not have sufficient value in its Account to cover pending refund requests, BitPay may require the Merchant to make a bank deposit to an account specified by BitPay. Any required currency conversion during the refund process will be calculated at a spot rate determined by BitPay, following the guidelines found here: bitpay.com/bitcoin-exchange-rates.

11.5.2. Disclosure of the Merchant Refund Policy

BitPay is not responsible for the Merchant’s refund policies, or for verifying that such policies conform to applicable law. BitPay suggests the Merchant provides a clear refund policy to their customers. For refunds in amounts based upon pricing currency (e.g. the fiat price for the applicable goods/services), BitPay will convert the value of the currency in which the item was priced to the applicable crypto-asset using the exchange rate at the time the refund is sent to the Shopper.

11.5.3. Refund of Payment Exceptions

If a payment exception is refunded within 30 days after the Invoice creation date, the exact amount of crypto-assets originally received will be returned to the Shopper, less the applicable miner fee.

If a payment exception is not refunded by the 30th day after the Invoice creation date, BitPay will establish a maximum Euro value for the refund based upon the exchange rate on such 30th day. When the refund is ultimately sent, the amount of the refund will be the lesser of the amount of crypto-assets originally sent to BitPay, or the crypto-assets equivalent to the maximum Euro value as determined from the exchange rate at the time the refund is sent. The applicable miner fee required to send the refund will be deducted from the amount of the refund sent to the Shopper.

Example for BTC (same applies to other supported crypto-assets) if BTC price is lower after the 30th day:

Example for BTC (same applies to other supported crypto-assets) if BTC price is higher after the 30th day:

11.5.4. Refund of XRP Payment Exceptions: Requirement of InvoiceID or Tag

Because all Invoices paid using the XRP crypto-assets share the same address, BitPay requires all Shoppers to include the invoiceID or Destination tag when sending the XRP payment from their wallets. If an XRP payment is sent to BitPay without either the invoiceID tag or the tag information and results in a payment exception, there is no guarantee that BitPay can determine who it came from and therefore BitPay will not be able to provide a refund. If XRP payments are supported in the Merchant’s region, BitPay recommends that the Merchant include this provision in its own terms of use.

11.6. Shopper Complaints

If BitPay receives a complaint from a Shopper about the Merchant or the purchased goods/services, BitPay will send it to the Merchant for resolution. BitPay reserves the right to terminate the Merchant Accounts that receive excessive complaints (see section 5.8.2 BitPay’s Right to Decline, Suspend, or Close the Merchant’s Account), as determined by BitPay, acting reasonably.

11.7. Settlement

11.7.1. Methods of Settlement

BitPay will clear payments from the Merchant’s Shoppers to the Merchant over the crypto-asset peer-to-peer payment network and credit the Merchant’s Account ledger, according to the Merchant’s settlement preferences that the Merchant establishes in its Dashboard.

The debits and credits to the Merchant’s Account ledger are funds temporarily held by BitPay until settlement to the Merchant’s bank account can take place. Funds are safeguarded in a separate client bank account with a European credit institution or central bank until settlement is effected.

An Account ledger will be created for each currency selected for settlement pursuant to the Merchant’s settlement preferences. If the Merchant changes its settlement preferences in its Dashboard, those changes will be effective for Account ledger balances that are received after the date of the change. Any Account ledger balances dating from before the preference change will settle pursuant to the pre-change settlement preferences.

11.7.2. Initiating and consenting to settlement payments

The Merchant may indicate their settlement preferences by using the Merchant Dashboard. The Merchant may, for example, instruct BitPay in what fiat currencies they wish to receive settlement payments as well as indicate other preferences.

To instruct BitPay to make a settlement payment and consent to this payment, the Merchant must follow the relevant steps on the screen whilst logged into the Merchant Dashboard.

The Merchant must provide the following information to BitPay in order for BitPay to effect settlement:

In order to input settlement preferences and provide instructions to BitPay, the Merchant may be subjected to certain security measures for the purposes of authentication, for example, entering security details such as a password or PIN, or otherwise be subject to authentication using the Merchant’s representative’s biometric information such as their fingerprint, face ID or otherwise.

BitPay will process settlement payments according to the Merchant’s instructions, as indicated in the settlement preferences in the Merchant Dashboard. the Merchant is responsible for the accuracy or all instructions provided to BitPay. The Merchant should verify all information prior to submitting instructions to BitPay. The settlement payment may not be cancelled or reversed once initiated. The Merchant may, however, change their settlement preferences via the Merchant Dashboard. This includes changing settlement preferences or otherwise withdrawing instructions with respect to a settlement payment before 3pm CET on the business day before the settlement payment is due to be made.

11.7.3. Cut-off times

The cut-off time to lock in settlement preferences is by 3pm CET on the business day prior to the date of settlement. If the Merchant makes changes to settlement preferences after the cut-off time, BitPay will treat the Merchant’s instructions as received on the next business day.

11.7.4. Settlement Bank Account

The Merchant must provide BitPay with written notice at least one (1) business day prior to closing the Merchant’s bank account. If the Merchant wishes to continue to receive direct deposits, it must provide BitPay with information for a substitute bank account. The Merchant is solely liable for all fees and costs associated with its bank account and for all overdrafts. the Merchant is also liable for any fees that BitPay incurs based on the Merchant’s provision of inaccurate information or instructions. The Merchant authorizes BitPay to initiate electronic credits to the Merchant’s bank account at any time, as necessary to process the Merchant’s transactions. BitPay will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, nor will BitPay be liable or responsible for any errors in the account or address information that the Merchant has provided.

11.7.5. Settlements in Local Currencies

Direct deposit to a designated bank account in a fiat currency is available to the Merchants located in certain countries. Please refer to bitpay.com/docs/settlement for a list of those countries. If the Merchant wishes to receive direct deposits, it must provide valid bank account information and keep such information current. Each business day, BitPay will send a direct deposit to the Merchant’s bank account to clear out the Merchant’s accumulated Account ledger balance, provided that (a) the settlement minimums are met, and (b) funds will be deposited in the Merchant’s bank account within two business days following the settlement order. BitPay reserves the right to charge applicable wire fees, except when settling in Euros to a bank within the SEPA zone.

*Settlements will be initiated from a segregated client bank account held by BitPay B.V. to segregate client funds from operational funds.*

11.7.6. Refund Reserve

BitPay may require the Merchant to establish a reserve fund. The purpose of the refund reserve is to make sure there is always a buffer of funds available on the Merchant’s Account to cover pending refunds (e.g., when goods/services are not delivered).

If no refund reserve is set, pending refunds will be deducted from the balance on the Merchant’s Account, prior to the daily settlement to the Merchant. If a refund reserve is set, BitPay will only settle the pending balance that exceeds the refund reserve amount. If there is no balance to be settled, BitPay will use the funds available in the Merchant’s refund reserve to cover pending refund requests from the Merchant’s Account. If the refund reserve is being used, any incoming deposits to the Merchant’s Account will first refill the reserve to the amount defined in the Merchant’s Dashboard settings (incoming deposits are Invoices paid by the Shoppers and/or bank deposits from the Merchant to an account specified by BitPay). Refund reserve values are established and maintained in fiat currency only.

11.7.7. Settlement Minimum

BitPay settles the accumulated balance on the Merchant’s Account ledger if it is above the minimum amount defined for the settlement currency selected on the Dashboard. Please refer to bitpay.com/docs/settlement for information related to minimum settlement amounts and deposit frequency.

11.8. Fees

11.8.1. Definitions

Miner Fees

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

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

BitPay Network Costs

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

11.8.2. BitPay Processing Fees

BitPay charges a processing fee for each transaction (Invoice) successfully processed through the Merchant’s Account. These fees are deducted from the Account ledger balances (net settlements). BitPay’s processing fee is listed for each Invoice in the Merchant’s Dashboard and in the API output.

Please refer to https://www.bitpay.com/pricing for information regarding the applicable processing fees. We reserve the right to change our processing fee. We will provide not less than thirty (30) days’ advance notice of such a change, and your continued use of the Acceptance Services following the period of advance notice of the fee change constitutes your acceptance of such change.

11.8.3. Refund Fees on Successful Payments

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

11.8.4. Shopper Fees

Miner Fees

The Shopper pays a miner fee in order to send funds from their crypto-asset wallet to pay a BitPay Invoice.

BitPay Network Costs

If the estimated amount of the network cost is more than US$0.01, BitPay lists the network cost on the Invoice and charges it as a separate fee to the Shopper.

Refund Fees on Payment Exceptions

If a Shopper’s transaction ends up as a Payment Exception (see section 11.4, Payment Exceptions), BitPay deducts the corresponding miner fee used to return the payment to the Shopper from the total refund amount.

11.8.5. Fee Summary

11.9. Disclosure obligations

BitPay shall ensure in close proximity to the payment button on the merchants checkout page or payment interface, arrange for the following disclosure in a clear, legible and prominent manner: “*Crypto payment processed securely by BitPay on behalf of \[Merchant Name\].*”

BitPay shall ensure that each invoice or payment confirmation issued in connection with a crypto-asset payment processed by BitPay contains the following wording: “*You are paying \[Merchant Name\]. BitPay only processes the crypto transaction for \[Merchant Name\].*”

The Merchant shall not remove, alter, obscure or replace the disclosures set out in this clause without the prior written consent of BitPay.

12. Language

All communications between BitPay and the Merchant will be in the English language.

13. Notification of suspected security threats

In the event of a suspected or actual fraud or security threat with respect to the Merchant’s Account, BitPay will contact the Merchant by email, prompting the Merchant to call BitPay. If BitPay does contact the Merchant, BitPay will never ask the Merchant for its full security credentials; however, may ask for some partial security credentials, as appropriate, to successfully authenticate.

14. Complaints

In this section, a ‘complaint’ means a statement of dissatisfaction addressed to a crypto-asset service provider by one of its clients relating to the provision of one or more crypto-asset services.

14.1. Admissibility

In order for BitPay to accept and provide a remedy in relation to a complaint, the Merchant’s complaint must: ● Relate to BitPay’s provision of crypto-asset services.

• Be submitted to BitPay within a reasonable time to enable BitPay to remedy the situation and, in any event, no later than 4 months from the date the issue leading to the Merchant’s complaint took place.

• Be submitted in writing, to the correct address, as described below in this section.

• Be submitted in accordance with the procedure, as described below in this section.

• Not be vexatious or not otherwise seek a legitimate remedy.

• Prior to submitting a formal complaint, BitPay requires that the aggrieved party has attempted to remedy the issue with our support team through normal channels, in the first instance.

BitPay will handle complaints received from the Merchant free of charge.

14.2. Procedure for submitting complaints

The Merchant must:

• Document the complaint - in written form such as letter or email.

• Provide complete, true and accurate information.

• Email a scanned copy of the completed template or written complaint to complaints@bitpay.com or, alternatively, post the completed template or a letter to BitPay B.V. Keizersgracht 520H, 1017EK, Amsterdam, The Netherlands.

• Complete the template in English.

14.3. Complaints handling process

When BitPay receives a complaint from the Merchant, BitPay will:

• Acknowledge receipt of the complaint and inform the Merchant, without undue delay, whether the complaint is admissible.

• Where a complaint does not fulfil the conditions of admissibility as set out in section 14.1, provide the complainant with a clear explanation of the reasons for rejecting the complaint as inadmissible.

• Ensure the acknowledgement provided to the Merchant contains the following information:

  • the identity and contact details, including email address and telephone number, of the person to whom, or the department to which, the Merchant can address any query related to their complaint;

  • the date of receipt of the complaint;

  • the timeline applicable to complaint handling, including for acknowledging receipt of the complaint, requesting additional information, investigating a complaint and providing a response;

  • where an electronic complaint form is filed, a copy of the complaint filed by the Merchant.

14.4. Investigating complaints

Upon receipt of an admissible complaint, BitPay will, without undue delay after acknowledging receipt of the complaint, assess whether the complaint is clear and complete. In particular, BitPay will assess whether the complaint contains all relevant information. In cases where BitPay reasonably concludes that a complaint is unclear or incomplete, BitPay may request any additional information necessary for the proper handling of the complaint from the Merchant and the Merchant must furnish this information if they wish to pursue the complaint.

BitPay shall seek to gather and examine all relevant information regarding a complaint. BitPay will not require from the Merchant information that is already in BitPay’s possession or should otherwise be in BitPay’s possession.

BitPay will keep the Merchant duly informed about any additional steps taken to handle the complaint. BitPay will reply to any reasonable information requests in relation to the complaint made by the Merchant without undue delay.

14.5. Decisions

BitPay will provide the Merchant with a final written response to the Merchant’s complaint. BitPay will address all relevant points raised by the Merchant and communicate the reasons substantiating BitPay’s decision.

BitPay will provide its final response to the Merchant in respect of each complaint without undue delay, and in any case within two months of the date BitPay receives the complaint.

Where, in exceptional situations, the decision on a complaint cannot be provided within two months, BitPay will inform the Merchant without undue delay about the reasons for that delay and specify a date in the future in which the Merchant should expect to receive a final response.

If the Merchant is not satisfied with BitPay’s final response, or does not receive one within the stated timeline, the Merchant may refer the matter to the Netherlands Authority for the Financial Markets (AFM) and/or to any applicable out-of-court dispute-resolution body. The AFM’s contact details are available at https://www.afm.nl/nl-nl/sector.

15. Indemnification

You agree to indemnify BitPay, 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 any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.

16. No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE PROVIDE THE ACCEPTANCE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE ACCEPTANCE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE ACCEPTANCE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE ACCEPTANCE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE ACCEPTANCE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

17. Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE ACCEPTANCE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. FOR CUSTOMERS CONTRACTING WITH BITPAY B.V., WHILE THIS LIMITATION OF LIABILITY DISCLAIMS LOST PROFITS AND OTHER INDIRECT DAMAGES, BITPAY B.V. DOES NOT OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE ACCEPTANCE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE ACCEPTANCE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

18. Cybersecurity

BitPay will use enterprise grade cybersecurity controls to ensure the confidentiality, integrity and availability of customer assets and data. These will comprise intrusion detection & prevention systems, user access controls enforced through user authentication over a secure channel, transaction monitoring, resilient IT hosting arrangements and secure data backups.

19. Miscellaneous

19.1. Taxes

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

19.2. Assignment

The Merchant may not transfer or assign this Agreement, or any rights granted by this Agreement.

19.3. Severability

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

19.4. Waivers

A Party’s failure to assert any right or provision in the Agreement 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.

19.5. Entire Agreement

The Agreement, including other of BitPay’s terms referenced herein, represents the entire understanding between the Parties. Headings are included for convenience only and shall not be considered in interpreting the Agreement.

19.6. Notices

Any notice or other communication given to a Party in connection with the Agreement shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The Parties agree that all terms, conditions, agreements, notices, disclosures or other communications that the Parties provide to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. BitPay may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Dashboard. Notices to BitPay B.V. may be sent to BitPay B.V., Keizersgracht 520H, 1017EK, Amsterdam, The Netherlands, Attn: Compliance Department, legal@bitpay.com.

19.7. Governing Law; Arbitration

Under Dutch law, the Merchant has a statutory legal responsibility to verify correct performance by BitPay and to complain about any defects in the performance of BitPay’s obligations. the Merchant hereby agrees to verify correct performance by BitPay and to submit to BitPay in writing any complaints alleging defects in the performance of BitPay’s obligations within six (6) months after the Merchant has received the Services. Defects that are not reported to BitPay within this six (6) month complaint period will be qualified as lapsed and can no longer be invoked against BitPay.

Any claim against BitPay, including but not limited to claims for damages, claims based on undue payment or claims regarding the performance of our obligations to the Merchant, is subject to a limitation period of twelve (12) months.

If a disagreement or dispute arises that in any way involves the Services or this Agreement and cannot be resolved between the Parties with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Rules of Arbitration. The seat of such arbitration shall be Amsterdam, The Netherlands. The arbitration will be conducted before a single arbitrator in the English language. Proceedings shall occur virtually or, if in person, in Amsterdam, The Netherlands, or such other location as may be agreed upon by the Parties. The Parties shall evenly divide the costs of the arbitrator and the proceeding, but shall otherwise each be responsible for their own attorney, expert and other costs and expenses.

Any court proceedings in The Netherlands before, during or after the arbitration will - to the extent allowed by law - exclusively be dealt with by the Amsterdam District Court or the Amsterdam Court of Appeal, whichever has jurisdiction, following proceedings in English before the Chambers for International Commercial Matters (Netherlands Commercial Court, which consists of the NCC District Court, the NCC Court in Summary Proceedings and the NCC Court of Appeal). The NCC Rules of Procedure (see www.ncc.gov.nl) apply to these proceedings. This clause is not intended to exclude Supreme Court appeal.

Nothing in this section prevents the Merchant from (a) complaining to, or exercising any statutory right of redress before, the AFM or another competent authority or dispute-resolution body, or (b) applying to a competent court for interim or protective relief. This arbitration agreement applies only where the Merchant acts in the course of a business; where the Merchant is a consumer, disputes are subject to the competent courts of the Netherlands.

19.8. Amendment

We may make changes to these Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms. We will provide email or similar notification if material changes are made to these Terms. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

19.9. Educational material

In order to assist the Merchant to learn about and better understand their rights as well as risks associated with crypto-asset transfers, the Merchant should consult the following support page which has educational material about BitPay’s products and services: https://support.bitpay.com

The information provided in this material is for general educational and informational purposes only. It does not constitute investment, financial, tax, legal, or crypto-asset advice, and should not be relied upon as such. Nothing herein constitutes a recommendation, solicitation, or offer to buy, sell, or hold any crypto-asset or financial instrument. Crypto-assets are volatile and carry a risk of partial or total loss. You should conduct your own research and consult an independent professional advisor before making any financial decision.

19.10. Force Majeure

Neither Party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of BitPay’s vendors or suppliers, acts of God, pandemics, 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.

19.11. Confidentiality

A Party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in this Agreement. Confidential Information shall include without limitation, the terms of this Agreement, information accessed via the BitPay API, technical specifications and processes of each Party, and all the Merchant data. Each Party shall hold the other Party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under this Agreement. Such restrictions shall not apply to Confidential Information that: (a) is known by the receiving Party prior to the date of disclosure by the disclosing Party; (b) becomes publicly known through no act or fault of the receiving Party; (c) is received by receiving Party from a third party without a restriction on disclosure or use; or (d) is independently developed by receiving Party without reference to or knowledge of the Confidential Information.

Notwithstanding the foregoing, a Party may share Confidential Information with an affiliate in the event that the other Party requests services from such affiliate and such affiliate shall be bound by this section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the Party subject to such requirement shall promptly notify the disclosing Party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information. The Parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of this Agreement or until such time as such information becomes public information through no fault of the receiving Party.

19.12. Survival

The provisions of sections 4 and 5 (Representations and Warranties), 5.8.3 (Effect of Account Closure), 7 (Security and Wallet Security), 8 (Privacy and Data Protection), 9 (BitPay’s Ownership and Use of the Services and Intellectual Property), 9.1 (BitPay’s Ownership of the Services and BitPay Website), 10 (Advertising and Marketing), 11.4.6 (Delayed Settlement), 15 (Indemnification), 16 (No Warranties), 17 (Limitation of Liability), and 19 (Miscellaneous) shall survive the termination of this Agreement.

19.13. No Joint Venture or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any joint venture or partnership between the Parties.

19.14. Business Days Defined

For the purposes of this Agreement, a business day shall be standard business hours on any day excluding Saturday or Sunday and days generally accepted as national holidays in The Netherlands.