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Terms & Conditions - Pay Product
Effective Date: 31St August 2024
This document outlines the terms and conditions (“Terms”) that govern the use of the Services provided by TransFi. These Terms apply specifically to the Platform Customers, Merchants, Sub-Merchants and End Users. By using our Services, you agree to these Terms, as well as our Privacy Policy. If you do not agree to any part of these Terms, you are not permitted to use the Services or access the Platform.
By accessing or using the Services through the Platform, you expressly agree that you have read, understood, and accepted all of the terms and conditions contained in these Terms, as well as our Privacy Policy and Cookie Policy.
If you do not agree to any of the terms and conditions in these Terms, or any subsequent modification to these Terms, you will not be permitted to use the Services.
1. Definitions
This section defines the key terms used in these terms and conditions.
- Account: A Customer's registered profile with TransFi, opened within the Platform to access the Services available on the Platform.
- AML: Anti-Money Laundering - checks and processes implemented by financial institutions and regulated entities to detect, prevent, and report money laundering activities. This includes transaction monitoring (fiat and Digital Assets), risk assessments, and adherence to local regulations.
- Applicable Law: All applicable laws, statutes, statutory instruments, rules, regulations, judgments, decrees, regulatory guidelines, codes of practice or other requirements of regulatory authorities in any jurisdiction from time to time in force and binding on a Party.
- Chargeback, Fraud Recall: The reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the issuing bank, payment networks, payment service providers or other financial institutions.
- Customer, you, your: A legal entity/business identified under the AML/CTF identification requirements as per local regulations, verified by TransFi, that uses our Services to collect payments, make payouts, or facilitate cross-border transfers.
- CTF: Counter-terrorist financing, or combating the financing of terrorism (CFT), are laws and regulations that aim to stop the illegal financing of terrorism and terrorist related activities.
- Digital Assets: means stable coins, USDT and USDC
- EDD: Enhanced Due Diligence.
- End User: Individuals or legal entities that are the end users of Merchants who interact with the Services provided.
- KYB: Know Your Business - a process of identification under the AML/CTF requirements, including additional checks such as email age check, Sardine check, internet profiling, adverse media, and sanctions screening.
- Merchant: A legal entity that has a contractual relationship with TransFi’s Customer and which may be subject to AML/CTF identification requirements as per local regulations, verified either by TransFi or the Customer.
- Platform: TransFi’s product platform that enables the Customer, the Customer’s merchant or the End User of the Customer’s merchant to register an Account with TransFi and use the Services.
- PEP: Politically Exposed Person.
- Services: All services provided by TransFi in connection with the Pay-in and Pay-out products.
- Sub-Merchant: A legal entity that is a Customer of a Merchant and may be subject to AML/CTF identification requirements, verified either by TransFi or the Merchant. ● TransFi, us, we, our: Trans-Fi UAB, the provider of the Services.
- Transfi.com: The Internet website of TransFi.
- User: An individual or legal entity entering into a Business Services Agreement with TransFi and/or sets up a User Account with TransFi and uses the Services provided.
- Wallet: A wallet is a digital tool that stores and manages cryptocurrency keys, allowing users to access their coins.
2. Legal relationship between TransFi and the Customer
These Terms are between TransFi and you only, and do not grant enforcement rights to third parties. You acknowledge and agree that TransFi only has a contractual relationship with you. TransFi disclaims all liability to your Merchants, Sub-Merchants and End Users.
However, these Terms set out requirements for not only you, but also any Merchants, Sub Merchants and End Users when using the Services. Where specific requirements apply only to a specific party, these Terms will make that clear. You acknowledge and agree that you are responsible for ensuring that Merchants, Sub-Merchants and End Users comply with these Terms.
As a service provider, we can transfer our rights in these Terms to any member of our Group without your consent. We will tell you if we do this. As these Terms are personal to you and we need to know details about your business when we provide Services to you, you cannot transfer your rights without our written consent.
3. Requirements for accessing and using the Services
To access and use the Services provided by TransFi, you must meet the following requirements:
● Customer, Merchant and Sub-Merchant requirements: Customers that enter into agreements with TransFi to use the Services for processing payments must:
o Complete a KYB verification process conducted by TransFi. This process will include the submission of personal or business identification documents, proof of address, and other relevant information to verify your identity and ensure compliance with legal and regulatory requirements.
o Comply with all Applicable Law and industry standards related to the use of payment services and the handling of financial transactions in their
respective jurisdictions.
● End User Requirements:
o Individuals or entities receiving payments through the Services—may be subject to KYC if required by TransFi or Applicable Law. End Users must comply with all Applicable Law.
o Individuals must be at least 18 years of age or the legal age of majority in their jurisdiction and possess the legal capacity to enter into binding
agreements. The upper limit for age is 70 years beyond which TransFi restricts the usage of the User.
o If the individual is using the Services on behalf of an entity, the individual must have the authority to act on behalf of that entity.
4. Services Provided
TransFi shall provide the Services related to the following products:
● Pay-in:
o Our Pay-in product enables the following to collect payments in fiat:
1. Customers to collect payments from their Merchants and End Users
2. Merchants to collect payments from their Sub-Merchants and End Users
o The payment is collected by sending a payment link for payment in fiat and settling in stablecoins with ease from anywhere across the world.
● Pay-out:
o Our payout product enables our Customers, Merchants or Sub-Merchants to pay their employees, vendors, freelancers and trade partners globally in fiat or stablecoins across the world.
o Operational Details: The payout could be fiat-to-stablecoin, stablecoin-to fiat, stablecoin-to-stablecoin or fiat-to-fiat. Funds would, in this product, come from the bank account of TransFi’s Customer.
5. TransFi’s responsibilities, obligations and rights
Complaints, issues or disputes handling responsibilities
● TransFi is responsible for handling any complaints, issues or disputes arising in respect of the Services which you raise.
● The primary port of call for addressing complaints, issues or disputes from Merchants, Sub-Merchants and End Users is the entity that is the first port of Account creation and KYC/KYB. In instances where TransFi is not the first port of Account creation and KYC/KYB, the Merchant, Sub-Merchant and End User will manage complaints, issues or disputes arising in respect of the Services, and direct those to TransFi where we need to address issues.
AML due diligence TransFi responsibilities
● TransFi is responsible for conducting compliance checks on Customers, Merchants, Sub Merchants and End Users. This is subject to the Business Services Agreement between TransFi and you. The compliance checks include but are not limited to:
● KYC/KYB: TransFi has set up data collection, verification, analytics, investigation and reporting processes within the standards of AML
regulations through its KYB and KYC framework and ensures verification through the same. Customers, Merchants, Sub-Merchants and End Users are all subjected to the same.
● Internet profiling
● Sanctions, PEP, adverse media screenings: TransFi will subject Customers, Merchants, Sub-Merchants and End Users to sanctions, PEP and adverse media screenings
● Transaction monitoring on the fiat leg of transactions
● Transaction monitoring on the Digital Asset leg of transactions
● Device and behaviour biometrics
● Email age checker
● Wallet self-certification: To enable accountability and ownership TransFi requires its Customers, Merchants, Sub-Merchants and End Users to provide a Wallet self-certification stating that the particular Wallet belongs to them and any and every transaction conducted using the same is their responsibility.
● Name matching with IBAN name validation on bank transfers
The specific responsibilities above are subject to the responsibilities agreed upon in the Business Services Agreement between the Customer and TransFi.
TransFi reserves the right to hold Customers accountable for any breach of these Terms or any other terms, rules and policies of TransFi or any non-compliance of the same arising from their Merchants, Sub-Merchants or End Users’ actions.
6. Customers’ responsibilities and obligations
You acknowledge and agree to adhere to all obligations and responsibilities arising out of the Business Services Agreement with you, including but not limited to:
● You remain responsible for all AML due diligence obligations arising out of the Business Services Agreement with You, including, but not limited to:
o Ensuring that end-to-end all KYB/KYC/AML processes are conducted on your Merchants, Sub-Merchants and End Users as required by Applicable Law at the time of the transaction processing;
o Conducting reasonable monitoring to ensure that the KYC information and documents you maintain for your Merchants and that your Merchants maintain for their Sub-Merchants and End Users, are up-to-date (and not expired) and in compliance with Applicable Law;
o Conducting sanctions and adverse media screenings on your Merchants. If any of your Merchants and/or owner(s) fail any such screening, you shall ensure that any such Merchant, Sub-Merchant or End Users shall not be allowed to access any Services or submit any transaction to TransFi;
o Notifying TransFi within three (3) business days if you become aware that any of your Merchants, Sub-Merchants or End Users have failed any
AML/KYB/KYC due diligence;
o Providing us with such information as we require to conduct merchant due diligence as is required by Applicable Law, our policies and procedures or as requested by third parties, including third-party service providers that provide services to TransFi upon our request within three (3) business days;
o Maintaining accurate and up-to-date records of all transactions and related compliance documents so they can be provided on request to TransFi within three (3) business days so TransFi can meet its obligations and comply with Applicable Law;
o Ensuring that your Merchants and/or Sub-Merchants where applicable, further to being responsible for conducting all KYC/AML processes on their Sub-Merchants (in the case of Merchants) and End Users (in the case of Sub Merchants), will, as applicable:
▪ apply sanctions and adverse media screening on Sub-Merchants/End Users;
▪ apply End User device and behaviour biometrics checks;
▪ ensure their End Users are aware that they must safeguard any TransFi Account details, including their User ID and password;
▪ monitor the number of transactions and various thresholds/limits, and ensuring they are subjected to EDD for AML and CTF purposes.
● You will ensure that you, Merchants, Sub-Merchants and their End Users comply (where applicable) with the requirements in these Terms and Applicable Law.
● You must actively monitor your Merchants’ activities and take appropriate measures to address any non-compliance or illegal activities.
● You must ensure that Merchants, Sub-Merchants and End Users are made aware of and acknowledge that they have no contractual relationship with TransFi. As such, any claims or issues arising from your, Merchants, Sub-Merchants or End Users’ use of these Services, including in relation to allegations or claims of fraud, are directed to, handled and resolved by you and TransFi is not liable for any damages, costs or loss incurred by you or them.
● You must ensure that Merchants, Sub-Merchants and End Users are made aware of and acknowledge the risks of using our Services, as set out in section 17 (“Acknowledgment of the Risks”) below.
● You, your Merchants, Sub-Merchants and their End Users, as applicable, have all necessary licences and registrations.
● You must complete and comply with the compliance checks of KYB and AML procedures required by TransFi before you can access and use our Services. This process involves providing necessary documentation and information to verify your identity and business operations.
● You are required to promptly, within three (3) business days, update your KYC/KYB information if there are any changes to their business structure, ownership, financial status, products and/or services, processing arrangements, regulatory licenses and registrations required to sell your products and/or services or contact details, and to cooperate with any periodic reviews or audits conducted by TransFi.
● You must provide accurate, complete, and up-to-date information when setting up your Account with TransFi. This includes details related to business operations, financial information, and any other data required for Account creation and Service provision. You must ensure that all other information that you provide to us must be true, accurate and complete.
● When using our Services, you must ensure that all transaction details provided by you, Merchants, Sub-Merchants and End Users, including payment amounts and recipient information, are accurate and complete. Failure to do so may result in delays, errors, or potential liabilities. The required information includes, but is not limited to,:
o In the case of individuals: First name, last name, date of birth, address, country email address, bank details/Wallet details, purpose of transaction.
o In the case of legal entities: Legal entity name, registration number, physical address, country email address, bank details/Wallet details, purpose of transaction.
o In the case of Pay-in transactions: Information about the sender/Account holder making the payment, including, but not limited to, their name, address, email address, account number and other account details.
o For all transactions: Invoice(s) and reason(s) for the payment.
● It is your responsibility to understand and adhere to Applicable Law requirements pertinent to your industry and jurisdiction. This includes ensuring that all transactions conducted through the Platform are lawful and not intended for illicit activities.
● You must implement and maintain adequate security measures to safeguard your Account credentials, transaction data, and any other sensitive information.
● You are required to promptly notify TransFi of any suspected unauthorized use of your Account, discrepancies in transactions, or other security concerns.
7. Merchants and Sub-Merchants’ responsibilities and obligations
You must ensure that Merchants and Sub-Merchants using TransFi's Services accept and acknowledge that they have the following responsibilities:
● AML/KYC due diligence:
o Conducting AML/KYB/KYC checks on Sub-Merchants and/or End Users as applicable in accordance with Applicable Law;
o Conducting reasonable monitoring to ensure that the KYC information and documents the Merchant or Sub-Merchant maintains for Sub-Merchants and/or End Users (as applicable), are up-to-date (and not expired) and in compliance with Applicable Law;
o Conducting sanctions and adverse media screenings on Sub-Merchants and/or End Users. If any of the Sub-Merchants and/or owner(s) or End Users fail any such screening, Merchants or Sub-Merchants shall ensure that any such Sub-Merchant or End Users shall not be allowed to access any Services or submit any transaction to TransFi;
o Notifying TransFi within three (3) business days if they become aware that any Sub-Merchants or End Users have failed any AML/KYB/KYC due diligence;
● Adherence to Customer’s or Merchant's terms & conditions, as applicable:
○ Merchants and Sub-Merchants must comply with all terms and conditions set forth by the Customer and/or Merchant, including any rules, policies, or
procedures established for the use of TransFi’s Services.
○ Cooperation with Customer and/or Merchant: Merchants and Sub-Merchants must cooperate with the Customer and/or Merchant as applicable to ensure that all activities and transactions conducted through the Customer and/or Merchant’s account are in accordance with the Customer and/or Merchant’s terms and conditions and the Terms.
● Compliance with Applicable Law:
○ Merchants and Sub-Merchants must comply with all Applicable Law and industry standards in their respective jurisdictions. This includes, but is not limited to, laws related to AML, CTF, data privacy, and consumer laws and obtaining and maintaining appropriate financial licenses or registrations, where applicable, including, but not limited to, relevant gambling licenses.
○ Merchants and Sub-Merchants are responsible for understanding and adhering to any specific regulatory requirements that apply to their business operations or transactions conducted through the Services.
● Accuracy of Information:
○ Merchants and Sub-Merchants must ensure that all information provided to TransFi, the Customer and/or the Merchant is complete, accurate and up to date. This includes, but is not limited to, details related to transactions, business operations, and contact information.
○ Merchants and Sub-Merchants must promptly notify TransFi, the Customer and/or Merchant as applicable of any changes to their business details or operational status that may affect their use of the Services.
● Conduct and Activities:
○ Ethical Conduct: Merchants and Sub-Merchants must conduct their activities in an ethical manner and must not engage in fraudulent, illegal, or unethical practices.
○ Prohibition of Misuse: Merchants and Sub-Merchants must not misuse TransFi’s Services for any purposes that violate these Terms or any Applicable Law.
● Responsibilities for Transactions:
○ Transaction Accuracy: Merchants and Sub-Merchants are responsible for ensuring that all transactions initiated through their Merchant’s account are accurate and properly authorized.
○ Resolution of Issues: In the event of any transaction disputes or issues, Merchants and Sub-Merchants should work with TransFi, the Customer and/or Merchant as applicable to resolve such matters promptly and in accordance
with TransFi, the Customer and/or Merchant’s dispute resolution procedures as applicable.
● Security and Confidentiality:
○ Account Security: Merchants and Sub-Merchants must take appropriate measures to safeguard their Account credentials and any sensitive information from unauthorized access or disclosure.
○ Confidentiality: Merchants and Sub-Merchants must maintain the Confidentiality of any information received from the Customer, Merchant and/or TransFi and must not disclose such information to third parties without proper authorization.
● Additional Responsibilities:
○ Cooperation with Audits: Merchants and Sub-Merchants must cooperate with any audits or reviews conducted by the Customer, Merchant or by TransFi to ensure compliance with these Terms and Applicable Law.
○ Liability for Actions: Merchants and Sub-Merchants acknowledge that they are responsible for their own actions and compliance with Applicable Law, and that any non-compliance or illegal activities may result in consequences as determined by the Customer, Merchant or TransFi.
8. End Users’ responsibilities and obligations
You must ensure that End Users using TransFi's Services accept and acknowledge that they have the following responsibilities:
● Accurate Information:
o Provision of Correct Details: End Users must provide accurate, complete, and up-to-date information when receiving payments or transfers through TransFi. This includes, but is not limited to, payment addresses, account details, and personal or business information necessary for transaction processing.
o Responsibility to providing required documents: The End User is obligated to provide identification documents and other relevant supporting documents as and when required by TransFi.
o Notification of Errors: End Users must promptly notify the relevant Customer/Merchant/Sub Merchant or TransFi of any discrepancies or errors in the received payment or transfer details. Timely communication is essential for the resolution of any issues that may arise.
● Compliance with Laws and Regulations:
o Legal Adherence: End Users must comply with all Applicable Law. This includes, but is not limited to, regulations related to financial transactions, AML, CTF, and data privacy.
o No Prohibited Activities: End Users must ensure that their use of TransFi’s Services does not involve or facilitate any illegal, unethical, or prohibited activities. This includes refraining from engaging in transactions that are intended to evade legal obligations or Applicable Law.
● Security and Confidentiality:
o Account Security: End Users are responsible for securing their Account credentials and any other sensitive information related to their transactions. They must take necessary precautions to prevent unauthorized access to their Accounts and report any suspected security breaches to the relevant parties immediately.
o Confidentiality: End Users must keep any information related to their transactions and interactions with TransFi confidential, unless disclosure is required by law or authorized by the involved parties.
● Transaction Validity:
o Authorization: End Users must ensure that all transactions they receive through TransFi are properly authorized and intended. They must review and confirm transaction details to ensure accuracy and validity before accepting or completing transactions.
o Dispute Resolution: In the event of any disputes or issues regarding a payment received or transferred, End Users should follow the dispute resolution procedures outlined by TransFI, the Merchant, Sub-Merchant or Customer as applicable.
● Responsibilities for Compliance:
o End Users are responsible for understanding and complying with any legal obligations that apply to their use of TransFi’s Services. This includes ensuring that they do not violate any Applicable Law through their transactions.
o End Users must cooperate with any reasonable requests for information or documentation from TransFi, the Merchant, Sub-Merchant or the Customer, particularly if such requests are related to compliance with Applicable Law.
Additional Responsibilities:
● Timely Response: End Users should respond promptly to any communication or requests for information from TransFi, the Merchant, Sub-Merchant or the Customer regarding their transactions or Account as applicable.
● Accuracy of Claims: If End Users claim any discrepancies or issues with transactions, they must provide accurate and complete information to TransFi, the Merchant, Sub Merchant or the Customer as applicable to facilitate investigation and resolution.
9. Prohibited and High risk Jurisdictions for TransFi
Jurisdictional Restrictions: TransFi does not provide Services to individuals or entities that are located in, residents of, or nationals of jurisdictions that are subject to international sanctions, embargoes, or are otherwise designated as prohibited by TransFi or relevant regulatory authorities (see Appendix 1 below). These jurisdictions include, but are not limited to, countries listed on sanctions lists maintained by the United Nations, European Union, United States, and other relevant authorities.
Prohibited Use: Customers, Merchants, Sub-Merchants, and End Users expressly confirm that they do not reside in, are not nationals of, and are not currently located in any prohibited jurisdiction. Furthermore, they agree not to use any means, including VPNs, proxies, or other methods, to obscure or falsify their true location or nationality in order to access TransFi’s Services.
EDD Requirements: TransFi may, at its discretion, impose EDD requirements for Customers, Merchants, Sub-Merchants and End Users located in jurisdictions that are considered high risk or subject to heightened regulatory scrutiny (see Appendix 1 below). These jurisdictions may be identified based on international regulatory guidelines or TransFi’s internal risk assessment.
Obligation to Comply: Customers, Merchants, Sub-Merchants and End Users located in EDD jurisdictions agree to comply with all additional verification, documentation, and reporting requirements as determined by TransFi. Failure to comply with these requirements (set out below) may result in the suspension or termination of access to TransFi’s Services.
● Confirmation and Acknowledgment:
o Express Confirmation: By using TransFi’s Services, Customers, Merchants, Sub Merchants, and End Users expressly confirm that they are not located in, residents of, or nationals of any prohibited jurisdiction, and they
acknowledge that providing false information regarding their location or nationality is a violation of these Terms.
o Prohibition of Falsification: Customers, Merchants, Sub-Merchants, and End Users agree not to use VPNs, proxies, or any other means to misrepresent or conceal their true location, nationality, or residence in order to circumvent these jurisdictional restrictions.
o Consequences of Violation: Any violation of this clause, including the provision of false information or the use of methods to obscure true location or nationality, may result in the immediate suspension or termination of access to the Services, and may subject the violator to legal action or reporting to relevant authorities.
● Monitoring and Enforcement:
o Ongoing Monitoring: TransFi reserves the right to monitor and verify the location, nationality, and residency of Customers, Merchants, Sub-Merchants and End Users on an ongoing basis to ensure compliance with this clause.
10. Fees and Charges
TransFi provides a range of Services to Merchants, Sub-Merchants and End Users, each of whom may incur various fees and charges. The following outlines the fee structures applicable to each party:
● Merchant fees:
o Fee Schedule: Merchants are responsible for any fees associated with the use of the Services, as detailed in our fee schedule. This includes, but is not limited to, fees for processing payments, payouts, and cross-border transfers.
o Fee Structure: The specific fees applicable to Merchants are outlined in the TransFi fee schedule, which is available on our website or provided upon request. These fees may include transaction fees, conversion fees, service fees, and any other charges related to the use of our Services.
o Payment of Fees: Fees will be deducted from the Merchant’s Account or billed separately, as applicable. Merchants are responsible for ensuring that their Account has sufficient funds to cover any fees incurred.
● Sub-Merchant fees:
o Fees Determined by Merchant: Sub-Merchants may incur fees as determined by their Merchant. These fees may be associated with the use of the
Merchant’s Account or Services and are typically outlined in the agreement between the Merchant and the Sub-Merchant.
o Fee Transparency: Sub-Merchants should consult with their Merchant to understand any fees that may apply to their transactions or Account
activities.
● End User fees:
o Potential Fees: End Users may incur fees for receiving payments or transfers, depending on the policies of the Merchant from whom they receive
payments. These fees could be related to transaction processing, currency conversion, or other service charges.
o Fee Disclosure: The Merchant is responsible for disclosing any applicable fees to End Users prior to completing a transaction. End Users should review the Merchant’s fee policies to understand any potential costs associated with receiving payments or transfers.
o Deduction of Fees: Any fees incurred by End Users may be deducted from the payment or transfer amount, or billed separately, depending on the Merchant’s policies.
Additional Information:
● Changes to Fees: TransFi reserves the right to change the fee structure and update the fee schedule at any time. Customers, Merchants, Sub-Merchants and End Users will be notified of any changes to fees in advance, and such changes will apply to transactions processed after the effective date of the change.
● Dispute of Fees: Any disputes regarding fees should be addressed in accordance with the dispute resolution procedures outlined in these Terms. Customers, Merchants, Sub Merchants, and End Users should promptly report any discrepancies or concerns regarding fees to TransFi for resolution.
By using TransFi’s Services, all parties acknowledge and agree to the fees and charges applicable as outlined in the fee schedule and any agreements with Customers, Merchants and/or Sub-Merchants as applicable.
It is the responsibility of the Customer to ensure that the Customer, Merchants, Sub-Merchants and End Users review and understand the fee structure related to their use of TransFi’s Services.
11. Responsibilities and obligations for Chargebacks and Fraud Recalls
The reasons for Chargebacks and Fraud Recalls include (but are not limited to): (a) the transaction amount not being authorized;
(b) the User, End User or cardholder alleging:
● non-participation in the transaction; or
● non-authorization of the use of card; or
● non-receipt of goods and/or services purchased;
(c) canceled or uncompleted pre-authorized transaction; or
(d) suspected fraud on the card.
● Customer responsibilities and obligations:
● Oversight of Merchant Activities: Customers are responsible for ensuring that their Merchants, Sub-Merchants and End Users comply with the applicable Chargeback and Fraud Recall procedures. Customers must monitor their
Merchants' activities and ensure they have appropriate measures in place to manage these issues effectively.
● Handling of Chargebacks: Customers are responsible for responding to and resolving Chargebacks initiated by Merchants, Sub-Merchants or End Users as applicable. This includes ensuring that Merchants, Sub-Merchants and End Users provide all necessary documentation to the Customer, Merchant, Sub Merchant or TransFi to dispute the Chargeback as applicable.
● Liability for Merchant Chargebacks: Customers may be held liable for any Chargebacks or Fraud Recalls associated with their Merchants, Sub
Merchants or End Users and related costs, including but not limited to any fees, penalties, administrative costs imposed by TransFi or a third party or fees related to resolving any disputes. If a Merchant, Sub-Merchant or End User fails to cover the costs of a Chargeback or Fraud Recall, the Customer will be responsible for these expenses, including any fees, penalties, or administrative costs.
● Cost Management: Subject to the agreements between the parties, Customers have the right to recover costs related to Chargebacks and Fraud Recalls from their Merchants, Sub-Merchants or End Users as applicable. However, Customers are ultimately responsible for any costs related to Chargebacks and Fraud Recalls which TransFi incurs, including, but not limited to, legal fees,
administrative costs and other expenses.
● Risk Mitigation: Customers are encouraged to implement and maintain risk mitigation strategies to minimize the occurrence of Chargebacks and Fraud Recalls. This includes conducting regular audits, enforcing KYC/KYB
procedures, and utilizing fraud detection systems.
12. Transaction Security
Ensuring the security of transactions and Account information is paramount. This section outlines the responsibilities of Customers, Merchants, Sub-Merchants and End Users regarding transaction security when using the Services.
TransFi employs robust security measures to safeguard User data and transaction integrity. However, it is important to understand that no system can be completely immune to security threats. TransFi’s security measures are designed to minimize risks and safeguard information to the best extent possible.
You acknowledge and agree that you are responsible for ensuring that you, Merchants, Sub Merchants and End Users as applicable agree and acknowledge that you or they may be held liable for any loss or damage resulting from that party’s failure to maintain the security of their Account(s) or their failure to report security issues in a timely manner.
● Customer, Merchant and Sub-Merchant Security:
o Account Security: Customers, Merchants and Sub-Merchants are responsible for maintaining the security of their TransFi Account, including safeguarding their login credentials, passwords, and any other authentication information. Customers must implement adequate security measures to prevent unauthorized access to their Account(s).
o Security Practices: Customers, Merchants and Sub-Merchants should employ best practices for online security, such as using strong, unique passwords, enabling Multi-Factor Authentication where available, and regularly updating their security protocols.
o Monitoring and Alerts: Customers, Merchants and Sub-Merchants are responsible for monitoring their Account activity and transactions for any suspicious or unauthorized activities. They should set up and review security alerts provided by TransFi or other security tools.
o Notification of Security Issues: Customers, Merchants and Sub-Merchants must immediately notify TransFi of any security breaches, unauthorized access, or suspicious activities related to their Account(s). Prompt reporting is essential to mitigate potential risks and safeguard the integrity of the Services.
● End User Security:
o Safeguarding Account Information: End Users should take reasonable precautions to safeguard their Account information, including their login details, passwords, and any other sensitive data. They should avoid sharing this information and use safe methods to access their Account(s).
o Regular Reviews: End Users should regularly review their Account statements and transaction history to identify any discrepancies or unauthorized
transactions. They should ensure that their contact information is updated to receive important security notifications.
o Notification of Unauthorized Transactions: End Users must promptly notify TransFi and their Merchant/Sub-Merchant/Customer of any suspected
unauthorized transactions, discrepancies, or security concerns. Immediate reporting helps to address and resolve issues promptly.
o Security Practices: End Users are encouraged to use safe internet connections, avoid accessing their Accounts from public or unsafe networks, and employ up-to-date antivirus software to safeguard their devices.
13. Data Privacy
TransFi is committed to keeping your personal data safe. We process personal data in accordance with applicable data privacy laws and regulations and we use cookies to understand how users interact with our Services and how we can improve them. Please read our privacy policy to understand how we use and safeguard the information you provide us. A copy of our privacy policy can be accessed here:
14. Limitation of Liability and Indemnification
Limitation of liability
To the fullest extent permitted by law, TransFi's liability in connection with the use of our Services is limited as follows:
● Neither TransFi, nor any of its directors, employees or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision of the Services, save that nothing in these Terms shall exclude or restrict any liability of TransFi resulting from:
a. Death or personal injury
b. For fraud; or
c. Any statutory liability not capable of limitation.
● TransFi shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use of our Services. This includes, but is not limited to, loss of profits, loss of data, loss of opportunities, loss of business, loss of savings, loss of goodwill, loss of Digital Assets, claims by third parties, howsoever caused, even if caused by TransFi’s negligence and/or breach of contract and even if such loss was reasonably foreseeable or TransFi had been advised of the possibility of such loss.
● TransFi disclaims all liability associated with the use of Digital Assets, including: a. Unknown, inherent technical defects;
b. Regulatory or legislative changes; and
c. Currency fluctuation.
● TransFi shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. It is your responsibility to use a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from TransFi.
● TransFi is not liable for any damages or losses arising from the use of third-party services or platforms that may be integrated with or accessed through our Services. This includes any failures, disruptions, or errors associated with third-party services or platforms.
● TransFi shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to, acts of God, natural disasters, war, terrorism, strikes, or other events that are outside of TransFi's control.
By using the Services, you acknowledge and agree to the limitations of liability set forth in this section. You understand and accept that your use of our Services is at your own risk, and that TransFi’s liability is limited as specified above.
Nothing in these Terms is intended to limit or exclude any liability that cannot be limited or excluded by Applicable Law.
Indemnification
You indemnify and hold us, our affiliates, our parent company, our subsidiaries, members, directors, partners, officers, employees, contractors and agents harmless from and against any loss, liability, claim, demand, damages, costs, expenses (including legal fees) which may arise from or in connection with the Services, any content on the Services shared by you or other users, any third party websites or resources found through the Services, any users of the Services, or any breach of these Terms, Applicable Law or any law or regulation in any jurisdiction.
15. Limitation of Liability Related to Use of External Providers
● External Providers:
o Collaboration with External Providers: TransFi utilizes External Providers, including banks, financial institutions, and other payment service providers, to facilitate the delivery of our Services. These third parties may be involved in various aspects of the payment process, including processing transactions, currency conversion, and settlement.
o Selection of External Providers: TransFi exercises due diligence in selecting External Providers to ensure reliability and compliance with Applicable Law. However, the performance of these External Providers is outside of TransFi's direct control.
● Limitation of Liability:
o No Liability for Delays: TransFi shall not be held liable for any delays in the execution of transactions or the delivery of Services that are attributable to External Providers. This includes delays caused by processing times,
regulatory requirements, or operational issues experienced by the third party.
o Non-Execution of Transactions: TransFi is not liable for the non-execution or failed execution of transactions where such failure is due to the actions, omissions, or insolvency of External Providers. This includes instances where the External Provider is unable to process or settle a transaction due to technical issues, legal constraints, or other reasons beyond TransFi's control.
o Counterparty Risk: TransFi shall not bear any responsibility for losses or damages incurred as a result of counterparty risk associated with External Providers. Counterparty risk includes, but is not limited to, the financial instability, insolvency, or failure of the third party to fulfill its obligations.
o Limited Recourse: In the event of a dispute or issue with a transaction involving an External Provider, the Customer, Merchant, or End User
acknowledges that their recourse may be limited to the remedies available under the terms of service of the External Providers. TransFi will, however, provide reasonable assistance in addressing and resolving any such issues.
o Notification of Issues: Customers, Merchants, and End Users must promptly notify TransFi of any issues or disputes arising from the use of External Providers. TransFi will work with the relevant parties to facilitate a resolution but cannot assure the outcome or timing of any resolution efforts.
● Customer, Merchant, Sub-Merchant and End User Responsibilities:
o Awareness of External Providers Terms: It is the responsibility of Customers, Merchants, Sub-Merchants and End Users to review and understand the terms and conditions of any external providers involved in their transactions. This includes any fees, processing times, and other conditions that may apply. o Assumption of Risk: You acknowledge and agree that by using TransFi's Services, Customers, Merchants, Sub-Merchants and End Users acknowledge and accept the risks associated with the involvement of third-party payment partners. This includes understanding that TransFi's liability is limited as outlined in this clause and that delays or non-execution of transactions may occur.
16. Suspension or termination of User Account or access to the Services
If TransFi reasonably suspects you, Merchants, Sub-Merchants or End Users to be in breach of these Terms or of engaging in any prohibited activities, including, but not limited to, the activities set out below, then we may, at our sole and absolute discretion, without notice and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate the relevant Account(s) and/or prevent you, Merchants, Sub Merchants or End Users from accessing our Services. In any such instance, the relevant Account User shall be responsible for any and all losses that result from that suspension or termination.
The prohibited activities are as follows:
● any breach of these Terms;
● any breach of Applicable Law;
● any infringement of any intellectual property or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy;
● if the User creates or controls access to more than one User Account for itself without our express, written authorization, among other methods, using a false names, temporary email address or phone number, or providing any other falsified personal information;
● any act that is unlawful, libelous, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable (including, without limitation, display any content on our website, or using our Services to transmit content, that contains any hate-related or violent content);
● providing false, inaccurate or misleading information;
● failing to provide documentation that TransFi (or any third party whose services we use in providing the Services to you under this Agreement) reasonably requires in order to comply with its obligations under Applicable Law or to verify your identity and/or funding sources to TransFi’s satisfaction;
● sending or receiving what could reasonably be believed to be (by us or by third parties) potentially fraudulently acquired Digital Assets;
● distributing or facilitating the distribution of viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or otherwise interfere with, circumvent, disable or attempt to interfere with, circumvent or disable Transfi.com, the Platform or our Services, the proper working of Transfi.com, the Platform or our Services, security features of the Transfi.com, the Platform or our Services, or the equipment connected to the Transfi.com, the Platform or our Services;
● any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers; ● transmitting or otherwise making available through our Services any unsolicited commercial messages (i.e., spam, junk mail, pyramid schemes, chain letters or similar materials or information);
● interfering with other Customers’ enjoyment of our Services;
● exploiting Our Services for any unauthorized commercial purpose;
● reformatting or framing any portion of Transfi.com or the Platform; ● using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Transfi.com or content on other of the Services, or to collect information about our Customers or Users for any unauthorized purpose;
● using any metatags or any other “hidden text” using any of our marks; or ● accessing or using our Services for the purpose of creating a product or service that is competitive with any of our products or Services, including, without limitation, our Services.
In any such instance, the Account User shall be responsible for any and all losses that result from that suspension or termination.
17. Acknowledgment of the risks
You acknowledge the risks set out in this section and acknowledge and agree that you are responsible for ensuring that Merchants, Sub-Merchants and End Users understand and acknowledge these risks.
Risk of loss in trading
The risk of loss in trading or holding assets during currency exchanges, including both Digital Asset to fiat and fiat to Digital Asset, can be substantial. You, Merchants, Sub-Merchants and End Users should carefully consider whether trading or holding these assets is suitable for you in light of your/their financial condition.
In determining readiness to use our Services, you, Merchants, Sub-Merchants and End Users should be aware of the following:
● When you/they buy, sell, or transfer Digital Assets or fiat, you are dealing with assets that can be digital in nature. As such, like any other digital system, these assets are at risk of being hacked or affected by technical malfunctions. Such issues could result in you losing your assets or experiencing delays in your ability to sell, transfer, or use them.
● The value of Digital Assets and fiat can change rapidly, decrease significantly, and potentially even fall to zero. Factors that may influence these fluctuations include changes in regulatory governance, the introduction of new Digital Assets or changes to existing ones, or alterations in the economic stability associated with fiat currencies.
● Any market or quote may be provided based on quotes from External Providers and may not represent the best quotes or markets available to the Customer, Merchant, Sub Merchant or End User from other sources.
● Assurances of profit or freedom from loss are not available.
Risk of Digital Assets storage
When using the Services, you may be asked to provide us with the address for your Wallet by either:
● providing a QR code which represents your Wallet address;
● manually typing your Wallet address;
● using a Wallet address automatically provided by an External Provider; or
It is your responsibility to provide us with a true, accurate and complete Wallet address when carrying out an order. It is therefore important that the Wallet address that you provide for an order is correct. You understand and agree that TransFi accepts no liability for you providing an incorrect or inaccurate Wallet address as part of an order. By providing a Wallet address to us, you confirm that this is the Wallet address that should be used for the relevant order and we will not, and have no responsibility to, check whether you have provided a correct and accurate Wallet address for the order.
You acknowledge and agree, without prejudice to any other terms in this Agreement, that you bear all of the risk of any loss of access to your Wallet(s) and any Digital Assets contained in your Wallet(s). TransFi does not control and is not responsible for the Digital Assets in your Wallet(s). You are solely responsible for any Digital Assets transferred to or from your Wallet(s) and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any such transactions. If you lose your keys to your Wallet(s), you may lose access to your Wallet(s) and any Digital Assets contained in your Wallet(s). TransFi is not liable for fluctuations in the fiat currency value of Digital Assets in your Wallet.
No warranty
● OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TRANSFI AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AFFILIATES AND AGENTS (THE “COMPANY PARTIES”) MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF ANY OF THEM (INCLUDING, WITHOUT LIMITATION, OUR SERVICES OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.
● TRANSFI DOES NOT PROVIDE CERTAINTY REGARDING:
○ ACCESS TO OR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, RISK-FREE OR FREE FROM ERROR,
○ USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE ○ OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR
○ THAT ANY DATA THAT ANY USER DISCLOSES WHEN THEY USE OUR SERVICES WILL BE SAFEGUARDED.
● THERE ARE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET. TRANSFI HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO TRANSFI’S GROSS NEGLIGENCE.
● Except for the express statements set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of TransFi’s Services and Platform.
18. No Financial Advice
● Information on the Website or otherwise is provided for general information purposes only. The information in the Website should not be relied upon by you, Merchants, Sub-Merchants or End Users, including when selecting any Services that you/they consider appropriate to meet their needs. You, Merchants, Sub-Merchants and End Users should always check the suitability, adequacy and appropriateness of any Services and/or products and it is your/their their decision as applicable whether to use the Services. If your or they are in any doubt as to the suitability, adequacy or appropriateness of any Services, you or they should seek independent professional advice before using the Services.
● TransFi does not provide any view as to whether a particular transaction or use of the website is suitable for you, Merchants, Sub-Merchants or End Users or meets your/their financial objectives.
● TransFi does not and will not offer, promote or provide any financial advice, investment or financial product advice.
● Nothing on the website shall constitute an offer to provide financial advice, or shall be deemed to constitute, financial advice, investment or financial product advice or recommendation, financial product, or other advice, recommendation or endorsement by us in respect of Services or products.
19. Transmission delays
● The risks of using TransFi’s Services includes interruption of service or delays in service, some of which may be outside of TransFi’s control. This is because some of the Services TransFi provides include services provided by External Providers. While We strive to ensure the reliability and security of all payment methods offered through our Platform, We cannot and do not provide any assurances or commitments regarding the performance, availability, or security of Services provided by third-party service providers.
● TransFi will use good faith efforts to fulfil orders at the time that you place such order, including the applicable fees and costs. However, occasionally, it may be necessary for TransFi to delay the fulfilment of an order until we are able to execute it. In such cases, we will notify you prior to the completion of your order of both: ○ The amount of Digital Assets you will receive; and
○ The price at that time (including associated fees and costs).
● TransFi does not have any control over transaction times for the blockchain network, and there may be instances where transaction times may take longer than usual. As such, you accept the risk that an order facilitated by TransFi may be delayed and you confirm that you will not hold TransFi responsible for any losses, damages, or injury arising out of or related to such delay, whether the transaction involves Digital Asset to fiat or fiat to Digital Asset conversions.
20. Changes to Terms
TransFi may update or modify these Terms from time to time. The following provisions apply to any changes made to these Terms:
● Updates and Modifications:
o Right to Change: TransFi reserves the right to update, modify, or amend these Terms at its sole discretion. Changes may be made to reflect new legal or regulatory requirements, updates to our Services, or other operational needs.
o Effective Date: Any changes to the Terms will become effective on the date specified in the notice of the update. If no specific date is provided, changes will become effective immediately upon publication on the TransFi website or through other communication channels.
● Notification of Changes:
o Significant Changes: TransFi will notify our Customers and and End Users who directly use TransFi Services of any significant changes to these Terms.
Significant changes are those that materially affect the rights or obligations of the parties, such as changes in fees, service terms, or legal compliance. It will be the responsibility of our Customers to, in turn, notify Merchants, Sub
Merchants and their end-users of such changes
o Method of Notification: Notifications of significant changes may be provided via email, through the TransFi website, or by other reasonable means. It is the responsibility of Customer’s Merchants, Sub-Merchants, and End Users to regularly review the Terms and stay informed of any updates.
● Acceptance of Updated Terms:
o Continued Use: By continuing to use TransFi’s Services after the effective date of any changes, you acknowledge and agree to the updated Terms. Continued use of the Services constitutes acceptance of the modified Terms.
o Refusal of Updated Terms: If you do not agree with the changes to the Terms, you must cease using the Services. Your sole remedy in the event of disagreement with the updated Terms is to discontinue use of the Services. ● Review of Terms:
o Regular Review: It is recommended that you periodically review these Terms to stay informed of any updates. The most current version of the Terms will always be available on the TransFi website.
● Severability:
o If any provision of the updated Terms is found to be invalid or unenforceable, the unenforceable provision will be severed and the remaining provisions will continue to be valid and enforceable.
By using TransFi’s Services, you agree to be bound by the most current version of these Terms and any modifications made thereto. TransFi encourages all Users to regularly check the Terms for updates.
21. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Singapore.
All disputes arising out of or in connection with these Terms shall be referred to and finally resolved by an arbitration administered by the Singapore International Arbitration Centre under the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and shall be appointed by TransFi. The law governing this arbitration clause shall be Singapore law. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.
22. Contact Information
For any questions or concerns regarding these Terms, please contact us at compliance@transfi.com or visit our website at www.transfi.com.
Appendix 1 - Prohibited and High-Risk Jurisdictions, Sanctions Screening Regimes
● Prohibited Jurisdictions:
Below is the list of prohibited jurisdictions for TransFi:
o Abkhazia
o Afghanistan
o Angola
o Belarus
o Burma (Myanmar)
o Burundi
o Central African Republic
o Republic of the Congo
o Cuba
o Democratic Republic of Congo
o Ethiopia
o Guinea-Bissau
o Iran
o Iraq
o Lebanon
o Liberia
o Libya
o Mali
o Nagorno-Karabakh
o Nicaragua
o North Korea
o Northern Cyprus
o Russia
o Sahrawi Arab Democratic Republic
o Somalia
o Somaliland
o South Ossetia
o South Sudan
o Sudan
o Syria
o Ukraine (including Region of Crimea)
o Venezuela
o Yemen
o Zimbabwe
● High risk jurisdictions subject to EDDs:
Below is the list of high risk jurisdictions subject to EDD for TransFi:
o Albania
o Barbados
o Burkina Faso
o Cambodia
o Cayman Islands
o Haiti
o Jamaica
o Jordan
o Malta
o Pakistan
o Panama
o Senegal
o Uganda
● Sanctions, PEP, adverse media screenings: TransFi follows the below sanctions regime:
o The Office of Foreign Assets Control (OFAC) Sanctions
o The United Nations Security Council’s Sanctions list
o Her Majesty’s (HM) Treasury List
o The EU Consolidated Sanctions List
o The EU Most Wanted Warnings
o The Bureau of Industry and Security
o The State Department Foreign Terrorist Organizations List and Non Proliferation List
o US DOJ (FBI, DEA, US Marshals, and others)
o Interpol’s Most Wanted
o CBI List (The Central Bureau of Investigation)
Ramp Terms & Conditions
Updated August’22
The Terms & Conditions and any terms and conditions incorporated herein by reference (collectively, the “Terms & Conditions”) govern user’s use of www.transfi.com website (the “Website”), any mobile device applications made available to user by Trans-Fi UAB (the “Company,” “we,” or “TransFi”), and any other services made available to user by us, including any software interface that enables user to (a) purchase or sell Digital Assets (“Digital Assets” or “DA”) which includes but not limited to Cryptocurrencies, Digital tokens, NFTs etc., for userself through the company or any one of our third-party service providers, either using fiat denominated funds or other forms of Digital Assets and (b) online storage or transfer of Digital Assets owned by the Users. By accessing, browsing or otherwise using the Services, by becoming a User with us or by clicking “Agree” when prompted to do so on the website, the user agrees that the user has read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms & Conditions.
We may change, amend, or revise the Terms & Conditions from time to time and at any time, in our sole discretion. When we make changes, we will make the updated Terms & Conditions available on the website and update the “Last Updated” date at the beginning of the Terms & Conditions accordingly. Any changes to the Terms & Conditions will apply on the date that they are made, and user continued access to or use of our Services after the Terms & Conditions have been updated will constitute user binding acceptance of the updates. If user does not agree to any revised Terms & Conditions, then the user should not continue to access or use our Services.
NOTICE: Please read the Terms & Conditions and the Privacy Policy carefully as they govern user use of the Services. The Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact user rights as to how disputes are resolved. The Services are only available to the user—and user should only access the Services—if the user agrees completely with the Terms. BY USING OUR SERVICES OR BY CLICKING “I ACCEPT” BELOW OR CLICKING A BOX INDICATING USER ACCEPTANCE, THE USER CONFIRS THAT THE USER UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND ALL TERMS AND AGREEMENTS INCORPORATED HEREIN.
If the user accepts the Terms on behalf of a legal entity, by accessing or using the Services or by clicking “Agree” below or clicking a box indicating user acceptance, the user represents that the user has the legal authority to accept the Terms on that entity’s behalf, in which case “user” (except as used in this paragraph) will mean that entity. If user does not have such authority, or if the user does not accept all of the Terms, then we are unwilling to make our Services available to the user. If the user does not agree to the Terms, neither the user nor the entity on behalf of which the user is acting should access or use our SERVICES.U
INTRODUCTION
Please read this document carefully, as it sets out the terms and conditions on which Trans-Fi UAB (referred to as “TransFi”) will provide Services to the user through our websites, APIs, or mobile applications.
1.1 Trans-Fi UAB is a company registered and existing under the laws of Lithuania and having its registered and contact address at Taikos Av.111-74, Klaipeda, Lithuania. It is registered with Registrar of Companies under number 306117433
1.2 In this document, references to “we/our/us” are to TransFi. Any references to “User” are references to a user who is using TransFi services. Any references to “Customer” are references to third parties who offer TransFi services on their websites, apps or other applications.. Any references to the “Service” includes websites, APIs, or mobile applications
1.3 By signing up to use an account through www.Transfi.com or any of our Customer and associated websites, APIs or mobile applications (collectively the “Site”), user agree that user have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy.
1.4 This Agreement will govern the use of the Services provided by TransFi. By using the Services user agree to be bound by the terms and conditions set out on this Site (the “Agreement”). This Agreement will come into effect when user confirm electronically that user agree to it. We recommend that user retain a copy of this Agreement and transaction records.
1.5 Use of cryptocurrency may be illegal in some jurisdictions. It is user responsibility to know the regulatory requirements concerning transactions with cryptocurrency in user jurisdiction before using the Services.
1.6 For the purposes of this Agreement a “Business Day” is any day which is not a Saturday, Sunday or public holiday in Lithuania and which the banks are open for business in Lithuania.
1.7 Trans-Fi Inc is the parent company and sole shareholder of Trans-Fi UAB. Trans-Fi UAB will provide Services to end-users and customers. This is clearly denoted in our Terms and Conditions.
1.8 All users have to agree to our terms and conditions when using our Services. Therein the Terms and Conditions, the merchant (Trans-Fi UAB) is displayed.
DISCLAIMER: The risk of loss in trading or holding Bitcoin or any other cryptocurrency can be substantial. User should therefore carefully consider whether trading or holding Bitcoin or any other cryptocurrency is suitable for user in light of user financial condition. In considering whether to trade or hold bitcoin, user should be aware that the price or value of Bitcoin or any other cryptocurrency can change rapidly, decrease, and potentially even fall to zero.
1. SERVICES PROVIDED TO USER
1.1 TransFi will act as user’s commercial agent and by agreeing with these Terms & Conditions, the user is explicitly giving TransFi permission to act on user’s behalf and fulfil user’s order for Cryptocurrency as instructed.
1.1.1 As the user’s Commercial Agent, TransFi will purchase & sell Digital Assets on user’s behalf subject to the conditions of these Terms & Conditions.
1.1.2 At no point during the purchase, or sale will TransFi be in possession or in control of user’s assets.
1.2 Purchases & sales through TransFi are one-offs and executed individually, one by one.
1.3 Together, the Services set out in clause 1 are referred to in this Agreement as the “Services”.
TransFi DOES NOT facilitate or provide trading or investment or brokerage accounts or facilities, nor does TransFi provide investment or any other financial advice
2. USER CREATION
2.1 One must create oneself as User with us to use TransFi’s Services (a “User”). To create yourself as a first time User, we will require that the user submit certain personal information such as name, email address, contact no, street address, zip code etc. We may also seek additional documents to validate date of birth, social security number, country of residence/nationality as part of customer due diligence requirements. If the user as a User cannot be authenticated, then user may not have access to our Services. By creating user self as a User, user agrees to provide accurate, current and complete information about user self, and to maintain and promptly update as necessary user’s User information.
2.2 By creating user self as a User, the user represents and warrants that user (a) is at least 18 years of age or of legal age to form a binding contract under applicable law; (b) is an individual, legal person or other organization with full legal capacity and authority to enter into the Terms & Conditions; and (c) has not previously been suspended or removed from using our Services.
2.3 User hereby authorizes us, directly or through third parties, to make any inquiries we consider necessary to validate information about the user as a User. This may include asking user for further information and/or documentation about user’s usage or identity, requiring user to take steps to confirm ownership of user’s email address, mobile phone number or financial instruments, or verifying user’s information against third party databases or through other sources.
2.4 We may reject user’s application to create the user as a User, or cancel an existing status as a User, for any reason, in our sole discretion, but the user will continue to have all rights related to the crypto custodied with the Custodian or user self-custody wallet.
2.5 User must not impersonate any other person or entity to access our Services as a User or access as any other User without that person’s prior permission. User must not create any Users by automated means or under false or fraudulent pretense.
2.6 User agrees that the user will use the Services only in a manner that complies with all applicable laws, and that the user is solely responsible for any improper or unlawful activity in connection with the registration of or use of user Services, including any misrepresentations made in connection with the creation of the user as a User.
2.7 We will share user information and desired transaction information with third-party service providers who fulfill transaction requests in accordance with our Privacy Policy.
2.8 User shall be responsible for the security of the user’s account. In the event, the user become aware of any unauthorized use of user’s user ID on our services, the user shall immediately notify us at compliance@transfi.com
3. TRANSACTIONS LIMITS AND ENHANCED DUE DILIGENCE.
3.1 The use of all TransFi Services is subject to a limit on the volume, stated in USD, GBP, EUR or other fiat currency that the user may transact or transfer in a given period (e.g., daily). To view user limits, login to user’s TransFi account. User transaction limits may vary depending on user payment method, verification steps user has completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If the user wishes to raise user limits beyond the posted amounts, the user may submit a request at compliance@transfi.com
3.2 We may require the user to submit additional information about userself and provide additional records if the user wishes to raise user limits (“Enhanced Due Diligence”). In our discretion, we may refuse to raise user limits, or we may lower user limits at a subsequent time, even if the user has completed Enhanced Due Diligence
4. PURCHASE, SALE, AND TRANSFER OF DIGITAL ASSETS (TOKENS, NFTS ETC.)
4.1 For each transaction using our Company Services or third party providers (e.g. purchase, sale or transfer of Digital Assets), the user will be required to do the following: (a) provide all relevant information about the transaction including fiat currency, digital asset, value of transaction, sender information, recipient information etc.; (b) provide fiat account information, which may be bank account, credit card, debit card or other payment methods information including Identification numbers and associated details (c) select whether user will make a one-time transaction and (d) provide digital wallet address(s).
4.2 For use of our Services, we charge a percentage of the purchase price of Digital Assets or a fixed fee (the “Fee”).
4.3 Although we provide information that indicates a price for the Digital Asset being purchased, we do not control the entire process. It may result in a different price than the implied price displayed when using our Service (could be due to multiple reasons like network fee, forex conversion etc.)
4.4 The table below defines the time taken for different payment methods for delivery
While TransFi strives to process payment transfers according to the the usual processing times, circumstances beyond our reasonable control, such as banking system issues or regulatory checks, may cause delays. TransFi shall use reasonable efforts to minimise such delays and keep you informed, but shall not be liable for any resulting loss or inconvenience, provided we have acted in good faith and with reasonable care."
5. CANCELLATIONS AND REFUNDS
5.1 Once an order / purchase or sale of Cryptocurrency has been made, it cannot be cancelled or recalled.
5.2 All orders are final and cannot be refunded.
5.3 Once the order is executed it cannot be recalled or retrieved under any circumstances.
5.4 User hereby agrees that upon delivery, the user will not be entitled to any credit or refund and all purchases are final. TransFi’s obligation towards the user will be absolutely discharged upon delivery of the product to the user and shall have no claim or right against TransFi upon such delivery.
5.5 Once a user’s deposit is not used for an order purchase or sale, the user is eligible for a refund within 14 days after the transfer of funds / cryptocurrency to TransFi.
6. OUR RIGHTS
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to the user, to modify, substitute, eliminate or add to any of our Services; (b) to suspend or terminate the Account of anyone who violates the Terms; (c) to review, modify, filter, disable, delete and remove any and all content and information from the Site; (d) to update and download automatically any software provided on or through the Site; (e) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that the user provides; (f) to display advertising and promotions, which may be targeted to certain users or portions of the Site based upon queries made or preferences indicated and may not be identified as paid advertisements or promotions.
7. CONDUCT
7.1 By way of example, and not as a limitation, the user shall not allow any third party to:
(a) breach the Terms & Conditions or any agreement incorporated by referenced into the Terms & Conditions;
(b) breach any law, statute, ordinance, or regulation;
(c) infringe any Company IP or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy;
(d) create or control more access other than as one User for self without our express authorization, among other methods, using a name that is not yours, using a temporary email address or phone number, or providing any other falsified personal information;
(e) act in any way that is unlawful, libelous, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable (including, without limitation, display any content on our website, or using our Services to transmit content, that contains any hate-related or violent content);
(f) provide false, inaccurate or misleading information;
(g) send or receive what could reasonably be believed to be (by us or by others) potentially fraudulently acquired Digital Assets
(h) use our Services or the services of our partners and / or customers in a manner that results in or may result in complaints; disputes, claims, reversals, or chargebacks; or fees, fines, penalties or losses to us or any of our partners;
(i) distribute or facilitate the distribution of viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or otherwise interfere with, circumvent, disable or attempt to interfere with, circumvent or disable the website or our Services, the proper working of the website or our Services, security features of the Site or our Services, or the equipment connected to the Site or our Services;
(j) take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
(k) transmit or otherwise make available through our Services any unsolicited commercial messages (i.e., spam), junk mail, pyramid schemes, chain letters or similar materials or information;
(l) interfere with other users’ enjoyment of our Services;
(m) exploit our Services for any unauthorized commercial purpose;
(n) reformat or frame any portion of the website;
(o) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of our website or content on other of our Services, or to collect information about our users for any unauthorized purpose;
(p) use any metatags or any other “hidden text” using any of our marks;
(q) access or use our Services for the purpose of creating a product or service that is competitive with any of our products or services, including, without limitation, our Services; or
7.2 If the user engages in any of the activities prohibited by Section 5.1, then we may, at our sole and absolute discretion, without notice to the user and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate the user as a User and/or prevent the user from accessing our Services. If we prevent the user from accessing our Services, then the use shall be responsible for all losses that result from that suspension or termination. The user is further prohibited from using the Services in any manner that is not expressly and unambiguously authorized by the Terms & Conditions
8. TERMINATION
Subject to the user’s compliance with the Terms & Conditions and all applicable laws, the user may terminate the Terms & Conditions at any time by ceasing to be a User with us and discontinuing access to and use of our Services by sending us an email at compliance@transfi.com. We, in our sole discretion and for any or no reason, may terminate the Terms & Conditions and suspend and/or terminate the user as a User with us and on all our Services. Any suspension or termination of the user’s access as a User and/or our Services may be without prior notice, and that we will not be liable to the user or to any third party for any such suspension or termination. If we terminate the Terms & Conditions or suspend or terminate the user’s access to or use of our Services due to user breach of the Terms & Conditions or any suspected fraudulent, abusive, or illegal activity, then termination of the Terms & Conditions will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of the Terms & Conditions, whether by the user or us, the user may no longer have access to information that the user may have posted in connection with our Services or that is related to the user as a User, and the user acknowledges that we will have no obligation to maintain any such information in our databases or to forward any such information to user or to any third party
9. INTELLECTUAL PROPERTY OWNERSHIP
9.1 We retain all right, title, and interest in all of our intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, visual interfaces, graphics, designs, systems, services, “look and feel,” organization, compositions, formulae, techniques, information and data (collectively, the “Company IP”). The Company IP is safeguarded by copyright, trade dress, patent, and trademark laws, international conventions, or other relevant intellectual property and proprietary rights and applicable laws. The user may not use any of the Company IP for any reason without the Company’s prior written consent. We reserve all rights in and to the Company IP not expressly granted to user in the Terms.
9.2 We hereby grant the user a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access the material on the website for non-commercial use only, subject to and conditioned on user’s continued compliance with the Terms & Conditions. This license is granted solely to allow the user to visit the website and to use our Services as permitted by the Terms & Conditions, and the user agrees not to remove, alter or obscure any proprietary notices provided in or with the material on the website or any other Company IP. User will not modify, alter, convert, adapt, clone, replicate, duplicate, copy, translate, reverse engineer or otherwise manipulate any portion of our Services or the Company IP. All rights not expressly granted in the Terms are reserved.
9.3 User may choose to submit comments, bug reports, ideas, or other feedback about our Services, including without limitation about how to improve our Services (collectively, “Feedback”). By submitting any Feedback, the user agrees that we are free to use such Feedback at our discretion and without additional compensation to user, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). If necessary, under applicable law, the user hereby grants us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use User Feedback for any purpose.
10. THIRD-PARTY SERVICE PROVIDERS
10.1 Our Services operate through third-party service providers, which may require the user to agree to separate agreements with them. The user agrees to comply with all applicable third-party terms of agreement when using our Services. We are not a party to those agreements, and we have no responsibility for the products and services provided by the third parties. Nothing in the Terms & Conditions creates a contractual relationship between user and our service providers. The user acknowledges and agrees that we are solely responsible for our Services and for providing maintenance and support services for our Services.
10.2 Our third-party service providers have no warranty obligations whatsoever with respect to our Services and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of our Services to conform to any warranty provided by us, if any, will be our sole responsibility.
10.3 Our third-party service providers are responsible for addressing any claims relating to the services they provide to user in connection with our Services, including, but not limited to (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer laws, privacy, or similar legislation; and (d) intellectual property claims.
11. TAXES
The user alone is responsible for complying with all applicable laws in every jurisdiction related to use of the Services, including, without limitation, any reporting obligations and payment of all applicable taxes. In addition, the user is responsible for determining, remitting, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your use of the Services.
12. PROMOTIONS AND REFERRALS
We may, from time to time, operate contests, promotions or other activities or offer referral programs (“Promotions and Referrals”) that require the user to submit material or information concerning userself. Any Promotions and Referrals may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age or geographic location. The user is responsible for reading all rules relating to the Promotions and Referrals to determine whether or not the user is eligible to participate. If the user enters or participates in any Promotions and Referrals, then the user agrees to abide by and to comply with all rules of the Promotions and Referrals; all Promotions and Referrals will be optional so the user should not enter or participate in such Promotions and Referrals if the user does not agree to abide by and to comply with all such rules.
13. USER REPRESENTATIONS AND WARRANTIES
By using our Services, the user represents and warrants to each of the Company Parties (as defined below) that:
13.1 Authority. The user has all requisite power and authority to execute and deliver the Terms & Conditions, to purchase and use our Services, and to carry out and perform its obligations under the Terms & Conditions. If an individual, then user is at least eighteen (18) years old and of sufficient legal age and capacity to purchase and use our Services. If an entity, then the user is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
13.2 No Conflict. The execution, delivery and performance of the Terms & Conditions will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of user governing documents, if applicable; (b) any provision of any judgment, decree or order to which user is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which the user is a party or by which it is bound; or (d) any laws, regulations or rules applicable to user.
13.3 No Consents or Approvals. The execution and delivery of, and performance under, the Terms require no approval or other action from any governmental authority or person other than the user.
14. SANCTIONS
Your use of the TransFi Services and the Site is subject to international export controls and economic sanctions requirements. By sending, buying, selling, Cryptocurrencies through the Site or TransFi Services, you agree that you will comply with those requirements. You are not permitted to acquire Cryptocurrency or use any of the TransFi Services through the Site if:
14.1 you are in, under the control of, or a national or resident of Abkhazia ,Afghanistan, Angola, Belarus,Burundi, Central African Republic, Congo, Cuba, Democratic Republic of Congo, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia , Libya, Mali, Myanmar, Nagorno-Karabakh, Nicaragua North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic Somalia, Somaliland, South Ossetia South Sudan, Sudan, Syria, Ukraine (including Region of Crimea), Venezuela, Yemen, Zimbabwe
14.2 you intend to supply any acquired or stored Digital Currency or TransFi Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.
15. RECOVERY OF LOSSES
TransFi reserves the right to pursue any financial losses suffered due to user filing a chargeback procedure with the user’s bank, financial institution or any other party. These can include administration fees levied by the card acquirer and card schemes as well as the monetary value of the Digital Assets ordered / purchased.
16. DISCLAIMERS
16.1 “AS IS” AND “AS AVAILABLE”. THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT USER’S ACCESS TO AND USE OF OUR SERVICES IS AT USER’S SOLE RISK, AND THAT OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AFFILIATES AND AGENTS (THE “COMPANY PARTIES”) MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF ANY OF THEM (INCLUDING, WITHOUT LIMITATION, OUR SERVICES OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT TO THE USER THAT (A) USER’S ACCESS TO OR USE OF OUR SERVICES WILL MEET USER REQUIREMENTS, (B) USER’S ACCESS TO OR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, RISK-FREE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE, (D) OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) THAT ANY DATA THAT THE USER DISCLOSES WHEN THE USER USES OUR SERVICES WILL BE SAFEGUARDED.
16.2 PERSONAL RISKS. THE USER ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREES THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THE COMPANY’S GROSS NEGLIGENCE. THE USER WILL IMPLEMENT REASONABLE AND APPROPRIATE MEASURES DESIGNED TO SAFEGUARD ACCESS TO (A) ANY DEVICE ASSOCIATED WITH THE USER AND UTILIZED IN CONNECTION WITH USER’S PURCHASE OR USE OF OUR SERVICES; AND (B) ANY OTHER USERNAME, PASSWORDS OR OTHER LOGIN OR IDENTIFYING CREDENTIALS.
17. LIMITATION OF LIABILITY
17.1 THE USER UNDERSTANDS AND AGREES THAT NONE OF THE COMPANY PARTIES WILL BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT THE USER MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 THE USER UNDERSTANDS AND AGREES THAT THE COMPANY SHALL NOT BE LIABLE AND DISCLAIMS ALL LIABILITY TO THE USER IN CONNECTION WITH ANY FORCE MAJEURE EVENT, INCLUDING ACTS OF GOD; LABOR DISPUTES OR OTHER INDUSTRIAL DISTURBANCES; ELECTRICAL, TELECOMMUNICATIONS, HARDWARE, SOFTWARE OR OTHER UTILITY FAILURES; SOFTWARE OR SMART CONTRACT BUGS OR WEAKNESSES; EARTHQUAKES, STORMS, OR OTHER NATURE-RELATED EVENTS; PANDEMICS; BLOCKAGES; EMBARGOES; RIOTS; ACTS OR ORDERS OF GOVERNMENT; ACTS OF TERRORISM OR WAR; TECHNOLOGICAL CHANGE; AND CHANGES IN INTEREST RATES OR OTHER MONETARY CONDITIONS.
17.3 THE USER AGREES THAT OUR TOTAL, AGGREGATE LIABILITY TO THE USER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS & CONDITITIONS, OR USER’S ACCESS TO OR USE OF (OR USER INABILITY TO ACCESS OR USE) ANY PORTION OF OUR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES USER ACTUALLY PAID TO US UNDER THE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LOWER.
17.4 THE USER ACKNOWLEDGES AND AGREES THAT WE HAVE MADE OUR SERVICES AVAILABLE TO THE USER AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE COMPANY AND USER.
18. NO RESPONSIBILITY FOR TRANSACTIONS WITH THIRD PARTY PARTNERS
We are not responsible for any transaction that occurs between the user and third-party providers that we partner with. If the third-party provider fails to complete a purchase on the user’s behalf on time or in the correct amount or any loss occurs with respect to any transaction done through a third-party provider, then we will not be liable for user losses or damages
19. INDEMNIFICATION
To the fullest extent permitted by applicable law, the user will indemnify, defend and hold harmless and reimburse the Company Parties from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Company Party arising from or relating to:
(a) user’s use of the Site or our Services;
(b) user’s responsibilities or obligations under the Terms & Conditions;
(c) user’s breach of or violation of the Terms & Conditions;
(d) any inaccuracy in any of user’s representations or warranties;
(e) user’s violation of any rights of any other person or entity, including any proprietary or privacy rights;
(f) user’s violation of any law or regulation; and/or
(g) any of user’s acts or omissions that are negligent, unlawful or constitute willful misconduct.
The Company reserves the right to exercise sole control over the defense, at user’s expense, of any claim subject to indemnification under this Section 16. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the user and the Company.
20. DISPUTE RESOLUTION
20.1 The user and the Company agree to resolve any controversy, claim or dispute arising out of or relating to the subject matter of the Terms & Conditions or to the Services through confidential, final and binding arbitration.
20.2 This Agreement will be governed by, and construed in accordance with, the laws of Lithuania and, subject to any overriding legal requirements, the parties irrevocably submit to the exclusive jurisdiction of the Lithuania Courts. This Agreement and any information or notifications that you or we are to provide should be in English.
21. EXTERNAL SITES
The website or our other Services may include hyperlinks or redirect the user to other websites or resources (collectively, “External Sites”) that are provided solely as a convenience to the user. We have no control over any External Sites. The user acknowledges and agrees that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products, services or other materials on or made available from any External Sites. Furthermore, the user acknowledges and agrees that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by the user upon the completeness, accuracy or existence of any advertising, products, services or other materials on, or made available from, any External Sites.
22. ENTIRE AGREEMENT
The Terms & Conditions, including the Privacy Policy, constitute the entire agreement between the user and us with respect to the subject matter hereof, including the Services. The Terms & Conditions, including the Privacy Policy supersede all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms & Conditions. The Terms & Conditions do not alter any agreement the user may have with any of our third-party service pr
oviders but shall supersede any such agreements in the event of a conflict between these Terms & Conditions and any agreement with third party services providers.
23. PRIVACY POLICY
The Privacy Policy describes the ways we collect, use, store and disclose user personal information. The user agrees to the collection, use, storage, and disclosure of user data in accordance with the Privacy Policy.
If you have any feedback, questions, or complaints, you may contact us via our help-center webpage or at compliance@transfi.com
Terms & Conditions
Updated August’22
The Terms & Conditions and any terms and conditions incorporated herein by reference (collectively, the “Terms & Conditions”) govern your use of www.transfi.com website (the “Website”), any mobile device applications made available to you by Trans-Fi Inc. company and any of its subsidiaries & associates (the “Company,” “we,” or “TransFi”), and any other services made available to you by us, including any software interface that enables you to (a) purchase or sell Digital Assets (“Digital Assets” or “DA”) which includes but not limited to Cryptocurrencies, Digital tokens, NFTs etc., for yourself through the company or any one of our third-party service providers, either using fiat denominated funds or other forms of Digital Assets and (b) online storage or transfer of Digital Assets owned by the Users. By accessing, browsing or otherwise using the Services, by becoming a User with us or by clicking “Agree” when prompted to do so on the website, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms & Conditions.
We may change, amend, or revise the Terms & Conditions from time to time and at any time, in our sole discretion. When we make changes, we will make the updated Terms & Conditions available on the website and update the “Last Updated” date at the beginning of the Terms & Conditions accordingly. Any changes to the Terms & Conditions will apply on the date that they are made, and your continued access to or use of our Services after the Terms & Conditions have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms & Conditions, then you should not continue to access or use our Services.
NOTICE: Please read the Terms & Conditions and the Privacy Policy carefully as they govern your use of the Services. The Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Services are only available to you—and you should only access the Services—if you agree completely with the Terms. BY USING OUR SERVICES OR BY CLICKING “I ACCEPT” BELOW OR CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND ALL TERMS AND AGREEMENTS INCORPORATED HEREIN.
If you accept the Terms on behalf of a legal entity, by accessing or using the Services or by clicking “Agree” below or clicking a box indicating your acceptance, you represent that you have the legal authority to accept the Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity. If you do not have such authority, or if you do not accept all of the Terms, then we are unwilling to make our Services available to you. If you do not agree to the Terms, neither you nor the entity on behalf of which you are acting should not access or use our Services.
1. USER CREATION
1.1 You must create yourself as User with us to use our Services (a “User”). To create yourself as a first time User, we will require that you submit certain personal information such as name, email address, contact no, street address, zip code etc. We may also seek additional documents to validate date of birth, social security number, country of residence/nationality as part of customer due diligence requirements. If you as a User cannot be authenticated, then you may not have access to our Services. By creating yourself as a User, you agree to provide accurate, current and complete information about yourself, and to maintain and promptly update as necessary your User information.
1.2 By creating yourself as a User, you represent and warrant that you (a) are at least 18 years of age or of legal age to form a binding contract under applicable law; (b) are an individual, legal person or other organization with full legal capacity and authority to enter into the Terms & Conditions; and (c) have not previously been suspended or removed from using our Services.
1.3 You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate information about you as a User. This may include asking you for further information and/or documentation about your usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, or verifying your information against third party databases or through other sources.
1.4 We may reject your application to create you as a User, or cancel an existing status as a User, for any reason, in our sole discretion, but you will continue to have all rights related to the crypto custodied with the Custodian or your self-custody wallet.
1.5 You must not impersonate any other person or entity to access our Services as a User or access as any other User without that person’s prior permission. You must not create any Users by automated means or under false or fraudulent pretense.
1.6 You agree that you will use the Services only in a manner that complies with all applicable laws, and that you are solely responsible for any improper or unlawful activity in connection with the registration of or use of your Services, including any misrepresentations made in connection with the creation of you as a User.
1.7 We will share your information and desired transaction information with third-party service providers who fulfill transaction requests in accordance with our Privacy Policy.
1.8 You shall be responsible for the security of your account. In the event you become aware of any unauthorized use of your user ID on our services, you shall immediately notify us at https://www.transfi.com/help-center.
1.9 The use of all TransFi Services is subject to a limit on the volume of the fiat currency you may transact or transfer in a given period (e.g. daily and or monthly). We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request at https://www.transfi.com/help-center.
We may require you to submit additional information about yourself and provide additional documents if you wish to raise your limits as part of Enhanced Due Diligence (EDD). In our discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed EDD.
2. Purchase, Sale and Transfer of Digital Assets (Tokens, NFTs etc.)
2.1 For each transaction using our Company Services or third party providers (e.g. purchase, sale or transfer of Digital Assets), you will be required to do the following: (a) provide all relevant information about the transaction including fiat currency, digital asset, value of transaction, sender information, recipient information etc.; (b) provide fiat account information, which may be bank account, credit card, debit card or other payment methods information including Identification numbers and associated details (c) select whether you will make a one-time transaction and (d) provide digital wallet address(s).
2.2 For use of our Services, we charge a percentage of the purchase price of Digital Assets or a fixed fee (the “Fee”).
2.3 Although we provide information that indicates a price for the Digital Asset being purchased, we do not control the entire process. It may result in a different price than the implied price displayed when using our Service (could be due to multiple reasons like network fee, forex conversion etc.)
3. OUR RIGHTS
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of our Services; (b) to suspend or terminate the Account of anyone who violates the Terms; (c) to review, modify, filter, disable, delete and remove any and all content and information from the Site; (d) to update and download automatically any software provided on or through the Site; (e) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide; (f) to display advertising and promotions, which may be targeted to certain users or portions of the Site based upon queries made or preferences indicated and may not be identified as paid advertisements or promotions.
4. INTELLECTUAL PROPERTY OWNERSHIP
4.1 We retain all right, title, and interest in all of our intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, visual interfaces, graphics, designs, systems, services, “look and feel,” organization, compositions, formulae, techniques, information and data (collectively, the “Company IP”). The Company IP is safeguarded by copyright, trade dress, patent, and trademark laws, international conventions, or other relevant intellectual property and proprietary rights and applicable laws. You may not use any of the Company IP for any reason without the Company’s prior written consent. We reserve all rights in and to the Company IP not expressly granted to you in the Terms.
4.2 We hereby grant you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access the material on the website for non-commercial use only, subject to and conditioned on your continued compliance with the Terms & Conditions. This license is granted solely to allow you to visit the website and to use our Services as permitted by the Terms & Conditions, and you agree not to remove, alter or obscure any proprietary notices provided in or with the material on the website or any other Company IP. You will not modify, alter, convert, adapt, clone, replicate, duplicate, copy, translate, reverse engineer or otherwise manipulate any portion of our Services or the Company IP. All rights not expressly granted in the Terms are reserved.
4.3 You may choose to submit comments, bug reports, ideas, or other feedback about our Services, including without limitation about how to improve our Services (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
5. CONDUCT
5.1 By way of example, and not as a limitation, you may not, and may not allow any third party to:
(a) breach the Terms & Conditions or any agreement incorporated by referenced into the Terms & Conditions;
(b) breach any law, statute, ordinance, or regulation;
(c) infringe any Company IP or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy;
(d) create or control more access other than as one User for yourself without our express authorization, through, among other methods, using a name that is not yours, using a temporary email address or phone number, or providing any other falsified personal information;
(e) act in any way that is unlawful, libelous, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable (including, without limitation, display any content on our website, or using our Services to transmit content, that contains any hate-related or violent content);
(f) provide false, inaccurate or misleading information;
(g) send or receive what could reasonably be believed to be (by us or by others) potentially fraudulently acquired Digital Assets
(h) use our Services or the services of our partners in a manner that results in or may result in complaints; disputes, claims, reversals, or chargebacks; or fees, fines, penalties or losses to us or any of our partners;
(i) distribute or facilitate the distribution of viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or otherwise interfere with, circumvent, disable or attempt to interfere with, circumvent or disable the website or our Services, the proper working of the website or our Services, security features of the Site or our Services, or the equipment connected to the Site or our Services;
(j) take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
(k) transmit or otherwise make available through our Services any unsolicited commercial messages (i.e., spam), junk mail, pyramid schemes, chain letters or similar materials or information;
(l) interfere with other users’ enjoyment of our Services;
(m) exploit our Services for any unauthorized commercial purpose;
(n) reformat or frame any portion of the website;
(o) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of our website or content on other of our Services, or to collect information about our users for any unauthorized purpose;
(p) use any metatags or any other “hidden text” using any of our marks;
(q) access or use our Services for the purpose of creating a product or service that is competitive with any of our products or services, including, without limitation, our Services; or
5.2 If you engage in any of the activities prohibited by Section 5.1, then we may, at our sole and absolute discretion, without notice to you and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate you as a User and/or prevent you from accessing our Services. If we prevent you from accessing our Services, then you are responsible for all losses that result from that suspension or termination. You are further prohibited from using the Services in any manner that is not expressly and unambiguously authorized by the Terms & Conditions.
6. THIRD-PARTY SERVICE PROVIDERS
6.1 Our Services operate through third-party service providers, which may require you to agree to separate agreements with them. You agree to comply with all applicable third-party terms of agreement when using our Services. We are not a party to those agreements, and we have no responsibility for the products and services provided by the third parties. Nothing in the Terms & Conditions creates a contractual relationship between you and our service providers. You acknowledge and agree that we are solely responsible for our Services and for providing maintenance and support services for our Services.
6.2 Our third-party service providers have no warranty obligations whatsoever with respect to our Services and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of our Services to conform to any warranty provided by us, if any, will be our sole responsibility.
6.3 Our third-party service providers are responsible for addressing any claims relating to the services they provide to you in connection with our Services, including, but not limited to (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer law, privacy, or similar legislation; and (d) intellectual property claims.
7. TAXES
You alone are responsible for complying with all applicable laws in every jurisdiction related to use of the Services, including, without limitation, any reporting obligations and payment of all applicable taxes. In addition, you are responsible for determining, remitting, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your use of the Services.
8. PROMOTIONS AND REFERRALS
We may, from time to time, operate contests, promotions or other activities or offer referral programs (“Promotions and Referrals”) that require you to submit material or information concerning yourself. Any Promotions and Referrals may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age or geographic location. You are responsible for reading all rules relating to the Promotions and Referrals to determine whether or not you are eligible to participate. If you enter or participate in any Promotions and Referrals, then you agree to abide by and to comply with all rules of the Promotions and Referrals; all Promotions and Referrals will be optional so you should not enter or participate in such Promotions and Referrals if you do not agree to abide by and to comply with all such rules.
9. YOUR REPRESENTATIONS AND WARRANTIES
By using our Services, you represent and warrant to each of the Company Parties (as defined below) that:
9.1 Authority. You have all requisite power and authority to execute and deliver the Terms & Conditions, to purchase and use our Services, and to carry out and perform its obligations under the Terms & Conditions. If an individual, then you are at least eighteen (18) years old and of sufficient legal age and capacity to purchase and use our Services. If an entity, then you are duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
9.2 No Conflict. The execution, delivery and performance of the Terms will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of your governing documents, if applicable; (b) any provision of any judgment, decree or order to which you are a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which you are a party or by which it is bound; or (d) any laws, regulations or rules applicable to you.
9.3 No Consents or Approvals. The execution and delivery of, and performance under, the Terms require no approval or other action from any governmental authority or person other than you.
10. SANCTIONS
We must comply with economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury. This means that we or anyone using our Services cannot take part in transactions that involve designated people or places, as determined by agencies like OFAC. Nobody using our Services, regardless of their location, may engage in transactions involving (a) certain geographic areas, or any individual or entity operating or residing in those places; and (b) individuals or entities identified on sanctions lists such as OFAC’s Specially Designated Nationals (SDN) List or Foreign Sanctions Evaders (FSE) List, including, without limitation, any digital currency addresses attributable to any individuals or entities. To ensure compliance with sanctions programs, you are prohibited from using our Services as a User while in certain geographic locations. If we have reason to believe you are operating as a User from a sanctioned location, or are otherwise in violation of any economic sanction or trade restriction, then we may suspend or terminate your use of our Services, including to cancel any purchases or withdrawals of Digital Assets that are in progress at the time. In addition to complying with OFAC and applicable local US laws, other countries may have their own trade restrictions and certain items may not be allowed for export or import under international laws. You should consult the laws of any jurisdiction when a transaction involves international parties. Third-party payment processors and custodians may independently monitor transactions for sanctions compliance and may block transactions as part of their own compliance programs. We have no authority or control over the independent decision-making of these providers. The economic sanctions and trade restrictions that apply to your use of our Services are subject to change, so you should check sanctions resources regularly. For legal advice, please consult a qualified professional.
11. RECOVERY OF LOSSES
TransFi reserves the right to pursue any financial losses suffered due to you filing a chargeback procedure with your bank. These can include administration fees levied by the card acquirer and card schemes as well as the monetary value of the Digital Assets ordered / purchased.
12. TERMINATION
Subject to your compliance with the Terms & Conditions and all applicable laws, you may terminate the Terms & Conditions at any time by ceasing to be a User with us and discontinuing your access to and use of our Services by sending us an email at https://www.transfi.com/help-center. We, in our sole discretion and for any or no reason, may terminate the Terms & Conditions and suspend and/or terminate you as a User with us and all our Services. Any suspension or termination of your access as a User and/or our Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate the Terms & Conditions or suspend or terminate your access to or use of our Services due to your breach of the Terms & Conditions or any suspected fraudulent, abusive, or illegal activity, then termination of the Terms & Conditions will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of the Terms & Conditions, whether by you or us you may no longer have access to information that you have posted in connection with our Services or that is related to you as a User, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
13. DISCLAIMERS
13.1 “AS IS” AND “AS AVAILABLE”. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR SOLE RISK, AND THAT OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AFFILIATES AND AGENTS (THE “COMPANY PARTIES”) MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF ANY OF THEM (INCLUDING, WITHOUT LIMITATION, OUR SERVICES OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT (A) YOUR ACCESS TO OR USE OF OUR SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR ACCESS TO OR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, RISK-FREE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE, (D) OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE OUR SERVICES WILL BE SAFEGUARDED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13.2 PERSONAL RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THE COMPANY’S GROSS NEGLIGENCE. YOU WILL IMPLEMENT REASONABLE AND APPROPRIATE MEASURES DESIGNED TO SAFEGUARD ACCESS TO (A) ANY DEVICE ASSOCIATED WITH YOU AND UTILIZED IN CONNECTION WITH YOUR PURCHASE OR USE OF OUR SERVICES; AND (B) ANY OTHER USERNAME, PASSWORDS OR OTHER LOGIN OR IDENTIFYING CREDENTIALS.
14. LIMITATION OF LIABILITY
14.1 YOU UNDERSTAND AND AGREE THAT NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 YOU UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE AND DISCLAIMS ALL LIABILITY TO YOU IN CONNECTION WITH ANY FORCE MAJEURE EVENT, INCLUDING ACTS OF GOD; LABOR DISPUTES OR OTHER INDUSTRIAL DISTURBANCES; ELECTRICAL, TELECOMMUNICATIONS, HARDWARE, SOFTWARE OR OTHER UTILITY FAILURES; SOFTWARE OR SMART CONTRACT BUGS OR WEAKNESSES; EARTHQUAKES, STORMS, OR OTHER NATURE-RELATED EVENTS; PANDEMICS; BLOCKAGES; EMBARGOES; RIOTS; ACTS OR ORDERS OF GOVERNMENT; ACTS OF TERRORISM OR WAR; TECHNOLOGICAL CHANGE; AND CHANGES IN INTEREST RATES OR OTHER MONETARY CONDITIONS.
14.3 YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF OUR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU ACTUALLY PAID TO US UNDER THE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100).
14.4 YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE OUR SERVICES AVAILABLE TO YOU AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
14.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
15. NO RESPONSIBILITY FOR TRANSACTIONS WITH THIRD PARTY PARTNERS
We are not responsible for any transaction that occurs between you and third-party providers that we partner with. If the third-party provider fails to complete a purchase on your behalf on time or in the correct amount or any loss occurs with respect to any transaction done through a third-party provider, then we will not be liable for your losses or damages
16. INDEMNIFICATION
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless and reimburse the Company Parties from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Company Party arising from or relating to:
(a) your use of the Site or our Services;
(b) your responsibilities or obligations under the Terms;
(c) your breach of or violation of the Terms;
(d) any inaccuracy in any of your representations or warranties;
(e) your violation of any rights of any other person or entity, including any proprietary or privacy rights;
(f) your violation of any law or regulation; and/or
(g) any of your acts or omissions that are negligent, unlawful or constitutes willful misconduct.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 16. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
17. DISPUTE RESOLUTION
Please read the following Arbitration Agreement carefully because it requires you to arbitrate all disputes with us and limits the manner in which you can seek relief.
17.1 You and the Company agree to resolve any controversy, claim or dispute arising out of or relating to the subject matter of the Terms & Conditions or to the Services through confidential, final and binding arbitration.
17.2 The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any arbitration shall be conducted (a) confidentially, (b) in English, (c) by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), (d) before a single arbitrator with substantial experience in resolving commercial contract disputes, and (e) in accordance with the JAMS Comprehensive Arbitration Rules & Procedures Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.3 TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and the Company, to the fullest extent permitted by law, waive all rights to a jury trial instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THE TERMS TO ARBITRATE.
17.4 This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, USA and, subject to any overriding legal requirements, the parties irrevocably submit to the exclusive jurisdiction of the Courts of the State of Delaware, USA. This Agreement and any information or notifications that you or we are to provide should be in English.
17.5 You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. A CLAIMANT OR THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION OR JOINT LITIGATION. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY, ON A CLASS BASIS OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE WAIVING ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS REPRESENTATIVE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
18. EXTERNAL SITES
The website or our other Services may include hyperlinks or redirect you to other websites or resources (collectively, “External Sites”) that are provided solely as a convenience to you. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products, services or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products, services or other materials on, or made available from, any External Sites.
19. ENTIRE AGREEMENT
The Terms & Conditions, including the Privacy Policy, constitute the entire agreement between you and us with respect to the subject matter hereof, including the Services. The Terms, including the Privacy Policy supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms & Conditions. The Terms & Conditions do not alter any agreement you may have with any of our third party service providers but shall supersede any such agreements in the event of a conflict between these Terms & Conditions and any agreement with third party services providers.
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