Terms of Service

These Terms of Service (hereinafter referred to as the "Terms", "Agreement", or "Terms of Service") constitute a legally binding agreement between you (hereinafter referred to as "Merchant", "User", "you", or "your") and ZyndPay (referred to as "ZyndPay", "we", "us", or "our"), a technology platform that provides cryptocurrency payment processing services. These Terms govern your access to and use of the ZyndPay platform, application programming interfaces (APIs), merchant dashboard, mobile application, payment processing services, software development kits (API), plugins, documentation, and all related services (collectively referred to as the "Services").

BY CREATING AN ACCOUNT, ACCESSING, OR USING ANY PART OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

1. DEFINITIONS

For the purposes of these Terms, the following definitions shall apply:

1.1 "Account" means the merchant account created by you on the ZyndPay platform, including all associated credentials, API keys, settings, balances, and transaction history.

1.2 "API" means the Application Programming Interface provided by ZyndPay that allows Merchants to programmatically interact with the Services, including but not limited to creating payins, payouts, withdrawals, managing webhooks, and accessing transaction data.

1.3 "API Key" means the unique cryptographic credentials issued to Merchants for authentication when accessing the Services via the API, including live secret keys, live publishable keys, sandbox secret keys, sandbox publishable keys, and restricted keys.

1.4 "Blockchain" or "Blockchains" means the supported distributed ledger technology networks (including TRON, Ethereum, Polygon, Base, and BNB Smart Chain) on which Digital Asset transactions are recorded and validated.

1.5 "Customer" or "Payer" means any third party who initiates or sends a cryptocurrency payment to a Merchant through the Services.

1.6 "Digital Assets" or "Cryptocurrency" means USDT (Tether) and USDC (Circle) stablecoin tokens on the supported networks, being the digital assets supported by the Services.

1.7 "Fees" means all charges, commissions, and costs payable by the Merchant for the use of the Services as described in Section 7 hereof.

1.8 "KYB" means Know Your Business, the identity verification and due diligence process that Merchants may complete to access unlimited live payment processing functionality and higher account privileges.

1.9 "Merchant Balance" means the total amount of USDT credited to the Merchant's account, net of applicable Fees, available for withdrawal or payout.

1.10 "Payin" means a transaction whereby a Customer sends USDT to a unique deposit address generated by the Services on behalf of the Merchant.

1.11 "Payout" means a transaction initiated by the Merchant to send USDT from their Merchant Balance to a third-party supported wallet address.

1.12 "Prohibited Activities" has the meaning ascribed thereto in Section 6 of these Terms.

1.13 "Sandbox" means the testing environment provided by ZyndPay that simulates the production Services without involving real cryptocurrency transactions or blockchain interactions.

1.14 "Webhook" means the HTTP POST notification sent by ZyndPay to the Merchant's registered endpoint URLs when specified payment events occur.

1.15 "Withdrawal" means a transaction initiated by the Merchant to transfer USDT from their Merchant Balance to one of their pre-registered wallet addresses.

1.16 "Telegram Subscription" means a recurring billing service whereby end users pay for access to a Telegram channel, group, or bot through ZyndPay's Telegram subscription platform.

1.17 "Payment Link" means a hosted payment page generated by the Merchant through which Customers can pay for products, services, or subscriptions.

1.18 "Bulk Payment" means a batch payout transaction initiated by the Merchant to send USDT to multiple recipient wallet addresses in a single operation.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility Requirements

To use the Services, you must: (a) be at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence, whichever is higher; (b) have the legal capacity and authority to enter into and be bound by these Terms; (c) not be a resident of, or located in, any jurisdiction where the use of cryptocurrency payment services is prohibited or restricted by applicable law; (d) not appear on any sanctions list maintained by the United Nations, European Union, United States Office of Foreign Assets Control (OFAC), United Kingdom HM Treasury, or any other applicable governmental authority; (e) operate a lawful business or enterprise that does not engage in any Prohibited Activities; and (f) be capable of forming a legally binding contract under the laws applicable to you.

2.2 Account Registration

To access the Services, you must create an Account by providing a valid email address and a secure password meeting our minimum security requirements (minimum 8 characters). You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your Account information; (c) maintain the security and confidentiality of your password and API Keys; (d) immediately notify ZyndPay of any unauthorized access to or use of your Account; and (e) accept all responsibility for all activities that occur under your Account. ZyndPay may refuse, suspend, or terminate any Account at our sole discretion for any reason, including but not limited to violation of these Terms.

2.3 Email Verification

Upon registration, you must verify your email address by clicking the verification link sent to the email address provided. Until your email is verified, your Account will remain in the "Email Unverified" state and you will have limited access to the Services. Email verification links expire a standard security window after issuance.

2.4 KYB Verification

All merchants must complete KYB verification and sign the master service agreement (MSA) before processing live transactions. KYB verification may include providing: (a) business registration documents and certificates of incorporation; (b) identification documents for beneficial owners and directors; (c) proof of business address; (d) description of business activities and source of funds; (e) tax identification numbers; and (f) any other information or documentation that ZyndPay may reasonably request to comply with applicable anti-money laundering (AML) and counter-terrorism financing (CTF) regulations. ZyndPay may to reject any KYB application at its sole discretion without providing reasons.

Telegram Access: Merchants who register through the Telegram platform may be granted "Telegram Active" status with full access to Services without traditional KYB verification, subject to additional verification requirements determined by ZyndPay.

2.5 Merchant State Progression

Your Account will progress through the following states: (a) Email Unverified — newly registered, email not yet verified; (b) Email Verified — email verified, account pending KYB completion; (c) KYB In Review — KYB application submitted and under review; (d) KYB Approved — KYB verification passed; (e) Sandbox Active — approved for sandbox testing; (f) Live Review — requested unlimited live access, under review; (g) Live Active — approved for unlimited live processing; (h) Telegram Active — full access via Telegram registration; (i) Suspended — Account temporarily suspended; and (j) Live Rejected — unlimited live access denied. Access to specific features and functionality is contingent upon your current Account state. ZyndPay may, at any time and at its sole discretion, revert your Account to a previous state if we have reasonable grounds to believe that you have violated these Terms or applicable law.

3. DESCRIPTION OF SERVICES

3.1 Payment Processing

ZyndPay provides merchant payment infrastructure that enables Merchants to: (a) create hosted checkout sessions, Payment Links, and API-driven payment flows; (b) accept supported payment rails, which may include supported USDT, card payments, and mobile money where available; (c) receive real-time notifications of payment status via Webhooks and the merchant dashboard; (d) manage Merchant Balances by supported rail and currency; (e) initiate Payouts and Withdrawals where supported; (f) set up recurring subscription billing; (g) process Bulk Payments to multiple recipients; (h) add Team Members with role-based access; (i) create and manage disputes where applicable; and (j) access transaction analytics, reporting, and export functionality.

3.2 Supported Rails, Currencies, and Networks

Supported payment rails, currencies, blockchain networks, countries, operators, minimums, and settlement paths may vary by product, Merchant Account, provider availability, and regulatory requirements. The dashboard, checkout, API responses, and Merchant-specific terms identify the currently available rails and applicable minimums before a live transaction is processed.

3.3 Confirmation Requirements

A Payin is considered confirmed after network settlement. ZyndPay applies a tolerance of the configured tolerance for the expected payment amount. Amounts received outside this tolerance may be classified as underpaid or overpaid.

3.4 API and Integration

ZyndPay provides a RESTful API, API documentation, a WooCommerce plugin, and comprehensive documentation to facilitate integration. Merchants are responsible for the proper implementation and security of their integration. ZyndPay shall not be liable for any losses arising from improper integration, misconfigured webhooks, or failure to verify webhook signatures.

3.5 Sandbox Environment

ZyndPay provides a Sandbox environment for testing purposes. The Sandbox does not involve real cryptocurrency transactions. Sandbox balances, transactions, and data are isolated from the production environment and have no monetary value. ZyndPay may reset, modify, or discontinue the Sandbox at any time without prior notice.

3.6 Telegram Subscriptions (ZyndPaySubs)

ZyndPay offers a Telegram subscription service that enables channel owners to monetize their Telegram channels, groups, or bots through recurring subscription billing. Features include: (a) automated subscriber access control — the bot automatically adds subscribers to the channel upon successful payment and removes them when payment fails or the subscription is cancelled; (b) support for one-time, weekly, monthly, and yearly billing intervals; (c) trial period support; (d) automatic payment retry for failed subscription charges; and (e) subscriber management through the merchant dashboard. You acknowledge that you are responsible for granting and maintaining the ZyndPay bot as an administrator in your Telegram channel for access control functionality to work.

3.7 Payment Links

Payment Links allow Merchants to create hosted payment pages without coding. Features include: (a) support for fixed-amount, variable-amount, and recurring payment links; (b) product catalogs with images, descriptions, and pricing; (c) promo code support with percentage or fixed discounts; (d) customer information collection (name, email, phone, address); (e) customizable branding with logos and cover images; and (f) order management and tracking.

3.8 Team Members

Merchants may invite Team Members to collaborate on their Account. Team Members can be assigned roles including Admin (full access), Developer (API and webhook access), and Viewer (read-only access). You are responsible for all actions taken by Team Members you invite to your Account.

3.9 Bulk Payments

Merchants may initiate Bulk Payments to send USDT to multiple recipient wallet addresses in a single operation. Bulk Payments are subject to additional review and approval for certain transaction volumes or risk profiles.

4. MERCHANT OBLIGATIONS

4.1 General Obligations

As a Merchant, you agree to: (a) comply with all applicable laws, regulations, and industry standards in your jurisdiction, including but not limited to consumer protection laws, data protection laws, tax laws, and financial regulations; (b) only use the Services for lawful business purposes; (c) maintain adequate security measures to protect your Account, API Keys, and Customer data; (d) promptly respond to any information requests or inquiries from ZyndPay; (e) not engage in any activity that could damage, disable, overburden, or impair the Services; (f) not attempt to gain unauthorized access to any part of the Services or any systems or networks connected thereto; and (g) maintain accurate records of all transactions processed through the Services.

4.2 API Key Security

You are solely responsible for maintaining the confidentiality and security of your API Keys. You must: (a) never embed secret API keys in client-side code, mobile applications, or public repositories; (b) use the appropriate key type for each use case (secret keys for server-side, publishable keys for client-side); (c) rotate API keys regularly and immediately upon suspicion of compromise; (d) implement proper access controls to limit API key access within your organization; and (e) immediately notify ZyndPay if you believe any API key has been compromised. You are liable for all transactions made using your API Keys, regardless of whether such use was authorized by you.

4.3 Webhook Implementation

If you use Webhooks, you must: (a) always verify the HMAC-SHA256 signature included in the X-ZyndPay-Signature header before processing any webhook payload; (b) respond to webhook deliveries with a 2xx HTTP status code within ten (10) seconds; (c) implement idempotent webhook processing to handle potential duplicate deliveries; and (d) keep your webhook endpoint URL secure and accessible. Failure to properly implement webhook verification may result in security vulnerabilities for which ZyndPay bears no responsibility.

4.4 Customer Disclosures

You must clearly disclose to your Customers: (a) that payments are processed through ZyndPay; (b) the nature and amount of any fees that may be passed on to the Customer; (c) your refund and dispute resolution policy; (d) that cryptocurrency transactions are generally irreversible once confirmed on the blockchain; and (e) any applicable risks associated with cryptocurrency payments. You are solely responsible for your relationship with your Customers and for the products or services you offer.

4.5 Tax Obligations

You are solely responsible for determining, collecting, reporting, and remitting all taxes applicable to transactions processed through the Services, including but not limited to income tax, value-added tax (VAT), goods and services tax (GST), sales tax, and any other applicable taxes. ZyndPay does not provide tax advice and makes no representations regarding the tax implications of using the Services. You agree to indemnify and hold ZyndPay harmless from any claims, liabilities, or expenses arising from your failure to comply with your tax obligations.

5. COMPLIANCE AND REGULATORY OBLIGATIONS

5.1 Anti-Money Laundering (AML) Compliance

ZyndPay maintains a comprehensive AML compliance program in accordance with applicable law. You agree to: (a) cooperate fully with ZyndPay's AML compliance efforts; (b) provide any additional information or documentation requested in connection with AML screening; (c) not use the Services to facilitate money laundering, terrorist financing, or any other financial crime; and (d) implement your own AML procedures to the extent required by applicable law in your jurisdiction. ZyndPay may screen transactions using third-party AML tools (blockchain analysis tools) and to block, hold, or report any transaction that triggers AML alerts.

5.2 Sanctions Compliance

You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions by the United Nations, European Union, United States, United Kingdom, or any other applicable authority; (b) you are not identified as a Specially Designated National or placed on any sanctions list; (c) you will not allow your Account to be used by any person or entity subject to sanctions; and (d) you will not use the Services in connection with any transaction involving a sanctioned country, territory, person, or entity. Violation of this section will result in immediate termination of your Account and may be reported to the relevant authorities.

5.3 Data Protection

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that ZyndPay processes personal data in connection with the Services and agree to our data processing practices as described in the Privacy Policy. To the extent you transmit personal data of your Customers or other third parties to ZyndPay in connection with the Services, you represent and warrant that you have obtained all necessary consents and authorizations for such transmission and processing.

6. PROHIBITED ACTIVITIES

6.1 Prohibited Business Categories

You may not use the Services in connection with any of the following business activities or categories (the "Prohibited Activities"): (a) illegal drugs, controlled substances, or drug paraphernalia; (b) weapons, firearms, ammunition, or explosives; (c) child exploitation material or any content that sexualizes minors; (d) human trafficking or forced labor; (e) terrorism, terrorist financing, or any activity supporting terrorism; (f) ponzi schemes, pyramid schemes, multi-level marketing, or other fraudulent investment schemes; (g) unauthorized money transmission, currency exchange, or remittance services; (h) unauthorized gambling, betting, or lottery services; (i) counterfeit goods, stolen property, or goods infringing intellectual property rights; (j) products or services that violate export controls or economic sanctions; (k) activities intended to deceive, defraud, or mislead consumers; (l) ransomware, malware, hacking tools, or services facilitating cybercrime; (m) unauthorized financial services, securities, or investment products; (n) debt collection services that violate applicable consumer protection laws; (o) any activity that is illegal under the laws of the jurisdiction in which you operate; (p) mixing, tumbling, or anonymization services for cryptocurrency; (q) darknet marketplaces or services exclusively accessible via anonymous networks; (r) services that facilitate tax evasion or assist others in evading tax obligations; and (s) any other activity that ZyndPay, in its sole discretion, determines to be high-risk, harmful, or detrimental to the integrity of the Services.

6.2 Prohibited Conduct

You may not: (a) use the Services to process transactions for your own personal, non-business use; (b) resell, subright, or redistribute the Services to third parties without ZyndPay's prior written consent; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software used in the Services; (d) use automated means (bots, scrapers, crawlers) to access the Services except through the official API with valid API Keys; (e) interfere with or disrupt the integrity or performance of the Services or any third-party systems connected thereto; (f) introduce any virus, worm, trojan horse, or other malicious code into the Services; (g) attempt to bypass any security measure, rate limit, or access restriction implemented by ZyndPay; (h) impersonate ZyndPay, any ZyndPay employee, or any other person or entity; (i) use the Services to send unsolicited communications (spam); (j) process test transactions on the live environment or live transactions on the Sandbox; (k) create multiple Accounts for the same business entity without ZyndPay's prior written consent; or (l) engage in any activity that brings the Services or ZyndPay into disrepute.

7. FEES AND PAYMENT

7.1 Fee Structure

ZyndPay charges fees for use of the Services according to the applicable rail, provider costs, country, volume, risk controls, and Merchant Account terms. Fees may vary by pay-in, payout, withdrawal, refund, conversion, subscription, bulk payment, or other transaction type.

(a) Payin Processing Fees: Applicable pay-in fees are shown or returned in the dashboard, checkout flow, API response, or Merchant-specific agreement before live processing.

(b) Payout Fees: Applicable payout fees are estimated or returned before a payout is created or executed.

(c) Withdrawal Fees: Applicable withdrawal fees are shown before the withdrawal is confirmed.

(d) Network, Operator, and Provider Costs: Blockchain, card, mobile money, banking, operator, or other provider costs may be included in or added to applicable fees, as shown in the relevant product flow.

(e) Custom Fees: ZyndPay may set custom rates or terms per Merchant, overriding default or standard account pricing.

(f) P2P Trading Fees: On the peer-to-peer marketplace, a taker fee applies to the party who initiates an order against an existing advertisement (the "taker"). The party who posts the advertisement (the "maker") pays no fee. The taker fee is currently 0.50% of the crypto amount of the trade and is charged when the crypto is released. This fee is included in the net amount displayed to you before you confirm the trade: the quantity you are shown as receiving is the quantity you will receive, after the fee. The fee rate applicable to an order is fixed at the moment the order is created, so a subsequent change to the rate does not affect an order already in progress. ZyndPay may update the rate for future orders; the rate in force is always the one reflected in the amount quoted to you before confirmation.

7.2 Fee Calculation and Deduction

Payin processing fees are automatically deducted from the received payment amount before crediting the Merchant Balance. Payout and withdrawal fees are deducted from the Merchant Balance at the time of the transaction. ZyndPay may modify the fee structure in accordance with the applicable Merchant-specific terms, notice, or product disclosure. Continued use of the Services after such notice constitutes acceptance of the modified fees.

7.3 No Refunds of Fees

All fees charged by ZyndPay are non-refundable except where required by applicable law. This includes fees on transactions that are subsequently disputed, refunded, or reversed by the Merchant.

7.4 Currency

Fees are denominated and payable in the currency or rail relevant to the transaction unless Merchant-specific terms state otherwise. Supported currencies and rails may vary by product, country, provider availability, and Merchant Account status.

8. MERCHANT BALANCE AND FUNDS

8.1 Custody of Funds and No Banking Relationship

ZYNDPAY IS NOT A BANK, FINANCIAL INSTITUTION, CUSTODIAN, TRUST COMPANY, OR DEPOSITORY INSTITUTION. ZyndPay does NOT offer banking services, fiduciary services, or escrow services. USDT received on behalf of Merchants is held in ZyndPay's secure wallet infrastructure. Your Merchant Balance represents a contractual obligation of ZyndPay to you, subject to these Terms, and NOT a deposit account or any form of insured account.YOUR MERCHANT BALANCE IS NOT INSURED BY ANY GOVERNMENT AGENCY, INCLUDING BUT NOT LIMITED TO THE FDIC, FSCS, OR ANY SIMILAR DEPOSIT INSURANCE SCHEME. ZyndPay does NOT pay interest on Merchant Balances. ZyndPay may commingle funds from multiple Merchants in secure wallet infrastructure. YOU ACKNOWLEDGE AND AGREE THAT ANY FUNDS HELD BY ZYNDPAY ARE NOT PROTECTED BY BANKRUPTCY INSURANCE OR DEPOSIT INSURANCE OF ANY KIND.

NO CUSTODIAL FIDUCIARY DUTY: ZyndPay acts as a payment processor and service provider, NOT as a custodian with fiduciary duties. ZyndPay does NOT owe you any fiduciary duty, trust duty, or duty of care beyond what is expressly stated in these Terms.

8.2 Withdrawals

You may request withdrawal of your available Merchant Balance to a pre-registered eligible destination where supported, subject to: (a) the applicable minimum withdrawal amount shown in the dashboard or product flow; (b) applicable withdrawal fees; (c) successful completion of any required AML checks; (d) administrative review and approval for certain transaction amounts or risk profiles; and (e) any holds or restrictions on your Account. ZyndPay aims to process approved withdrawals within a standard security window but does not guarantee specific processing times. ZyndPay may delay or refuse any withdrawal that it reasonably suspects may be associated with fraud, money laundering, or other Prohibited Activities.

8.3 Holds and Reviews

ZyndPay may place a hold on all or a portion of your Merchant Balance if: (a) there is a reasonable suspicion of fraud, AML violations, or other Prohibited Activities; (b) there is a pending dispute, chargeback, or investigation; (c) your Account has been flagged for review; (d) there is a significant change in your transaction patterns or risk profile; (e) ZyndPay is required to do so by applicable law, regulation, or order of a court or governmental authority; or (f) ZyndPay determines, in its reasonable discretion, that a hold is necessary to protect the integrity of the Services or the interests of ZyndPay, other Merchants, or Customers. Holds may be maintained for a period of up to one hundred eighty (180) days or longer if required by applicable law or ongoing investigation.

8.4 Negative Balances

If your Merchant Balance becomes negative for any reason (including but not limited to fee deductions, chargebacks, or errors), you are immediately liable for the negative amount and agree to promptly deposit sufficient funds to bring your balance to zero or above. ZyndPay may offset negative balances against future incoming payments or take other collection measures as permitted by applicable law.

9. DISPUTES AND CHARGEBACKS

9.1 Dispute Resolution Process

ZyndPay provides an internal dispute resolution system through which Merchants can raise and manage disputes related to transactions. To initiate a dispute, you must: (a) access the dispute section in the merchant dashboard; (b) select the transaction in question; (c) choose a dispute reason from the following categories: Payment Not Received, Wrong Amount, Duplicate Charge, Unauthorized Transaction, Service Not Provided, or Other; (d) provide a detailed description of the dispute; and (e) attach any supporting documentation. ZyndPay will review disputes and may request additional information from either party through an in-app messaging system. ZyndPay's determination on disputes is made at its sole discretion and is final and binding.

9.2 Cryptocurrency Irreversibility and No Refund Obligation

YOU ACKNOWLEDGE AND AGREE THAT CRYPTOCURRENCY TRANSACTIONS ON THE APPLICABLE BLOCKCHAIN NETWORK ARE PERMANENTLY IRREVERSIBLE ONCE CONFIRMED. Unlike credit card payments or bank transfers, CRYPTOCURRENCY TRANSACTIONS CANNOT BE REVERSED, RECALLED, CHARGED BACK, OR RECOVERED once broadcast to and confirmed on the applicable blockchain network. ZYNDPAY HAS ABSOLUTELY NO ABILITY TO REVERSE, CANCEL, UNDO, OR RECOVER ANY CRYPTOCURRENCY TRANSACTION THAT HAS BEEN CONFIRMED ON THE BLOCKCHAIN, REGARDLESS OF THE REASON (INCLUDING FRAUD, UNAUTHORIZED USE, MISTAKE, DISSATISFACTION WITH GOODS/SERVICES, OR ANY OTHER REASON).

ZYNDPAY IS NOT OBLIGATED TO FACILITATE REFUNDS: Any refunds to your Customers are solely your responsibility as the Merchant. If you choose to offer refunds to your Customers, you must process them as new cryptocurrency transactions at your own expense. ZyndPay does NOT provide any refund mechanism, chargeback mechanism, or payment recovery mechanism. All refund decisions and processes are entirely your responsibility.

YOU ASSUME ALL RISKS OF IRREVERSIBILITY: You acknowledge that you understand the permanent nature of cryptocurrency transactions and voluntarily assume all risks associated with accepting irreversible payments. ZyndPay shall NOT be liable for any losses resulting from your inability to recover funds from Customers or from mistaken or unauthorized transactions.

9.3 Merchant Responsibility for Customer Disputes

You are solely responsible for resolving disputes with your Customers regarding the products or services you offer. ZyndPay is not a party to the contractual relationship between you and your Customers and bears no responsibility for the quality, safety, legality, or delivery of your products or services. You agree to maintain a fair and accessible dispute resolution process for your Customers.

10. INTELLECTUAL PROPERTY

10.1 ZyndPay Intellectual Property

The Services, including but not limited to all software, APIs, documentation, trademarks, trade names, logos, designs, user interfaces, and content, are the exclusive property of ZyndPay and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in or to the ZyndPay intellectual property, except for the limited right to use the Services as expressly provided herein.

10.2 Right to Use Services

Subject to your compliance with these Terms, ZyndPay grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for the purpose of processing cryptocurrency payments for your legitimate business activities. This right does not include the right to: (a) subright, resell, or distribute the Services; (b) modify, adapt, or create derivative works of the Services; (c) use the Services for benchmarking or competitive analysis; or (d) use ZyndPay's intellectual property for any purpose not expressly authorized by these Terms.

10.3 Merchant Content

You retain ownership of all content, data, and materials you upload to or transmit through the Services ("Merchant Content"). You grant ZyndPay a non-exclusive, worldwide, royalty-free right to use, store, reproduce, and display Merchant Content solely as necessary to provide the Services. You represent and warrant that you have all rights necessary to grant this right and that your Merchant Content does not infringe any third-party intellectual property rights.

10.4 Feedback

If you provide ZyndPay with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant ZyndPay a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate such Feedback into the Services without any obligation to you.

11. LIMITATION OF LIABILITY

11.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZYNDPAY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES; (D) WARRANTIES REGARDING THE VALUE, STABILITY, OR LIQUIDITY OF ANY CRYPTOCURRENCY; AND (E) WARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZYNDPAY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES; (B) ANY LOSS OR DAMAGE ARISING FROM: (I) YOUR USE OF OR INABILITY TO USE THE SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (IV) BLOCKCHAIN NETWORK CONGESTION, DELAYS, OR FAILURES; (V) FLUCTUATIONS IN THE VALUE OF CRYPTOCURRENCY; (VI) GOVERNMENT ACTIONS, REGULATORY CHANGES, OR LEGAL PROCEEDINGS; (VII) ERRORS, OMISSIONS, OR INACCURACIES IN THE SERVICES; OR (VIII) ANY OTHER MATTER RELATING TO THE SERVICES. THE TOTAL AGGREGATE LIABILITY OF ZYNDPAY AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO ZYNDPAY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED (500) USDT.

11.3 Blockchain and Cryptocurrency Risks

YOU ACKNOWLEDGE AND ACCEPT ALL INHERENT RISKS ASSOCIATED WITH BLOCKCHAIN TECHNOLOGY AND CRYPTOCURRENCY. ZyndPay shall NOT be liable for ANY losses arising from these risks, which include but are not limited to:

(a) Volatility Risk: The value of USDT and other cryptocurrencies may fluctuate significantly. ZyndPay does NOT guarantee the stability of USDT value relative to fiat currencies.

(b) Stablecoin Depegging Risk: USDT and other stablecoins may lose their peg to the US Dollar or other reference assets. ZyndPay is NOT responsible for any losses resulting from stablecoin depegging events.

(c) Irreversibility Risk: Once confirmed on the blockchain, transactions CANNOT be reversed, recalled, or recovered.

(d) Network Risk: Blockchain network congestion, forks, protocol changes, upgrades, or failures may delay, disrupt, or prevent transactions.

(e) Regulatory Risk: Changes in laws, regulations, or government actions may restrict, prohibit, or substantially affect the legality or availability of cryptocurrency services in your jurisdiction.

(f) Smart Contract Risk: Vulnerabilities, exploits, or bugs in smart contracts (including contracts on the supported networks) may result in loss of funds.

(g) Security Risk: Blockchain networks are subject to 51% attacks, double-spending attacks, Sybil attacks, and other security vulnerabilities.

(h) Wallet Risk: Loss of private keys, wallet compromise, or wallet failure may result in permanent loss of funds.

(i) Third-Party Risk: ZyndPay relies on third-party infrastructure and service providers and is NOT liable for any failures, interruptions, or issues caused by such third parties.

(j) Tether/USDT Issuer Risk: USDT is issued by Tether Limited. ZyndPay has NO control over Tether Limited and is NOT liable for any losses resulting from Tether's insolvency, regulatory actions, or inability to redeem USDT.

(k) Supported Network Risks: The supported networks may experience failures, hacks, congestion, or other issues. ZyndPay is NOT liable for any losses resulting from problems affecting the supported networks.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU FULLY UNDERSTAND THESE RISKS AND VOLUNTARILY ASSUME ALL SUCH RISKS.

11.4 No Bank Relationship and No Insurance

ZYNDPAY IS NOT A BANK. ZyndPay does NOT offer traditional banking services, including but NOT limited to: deposit accounts, savings accounts, checking accounts, credit facilities, loans, overdraft protection, or wire transfer services. Your Merchant Balance is NOT a bank deposit and does NOT carry any bank deposit insurance.YOUR FUNDS HELD BY ZYNDPAY ARE NOT INSURED BY ANY GOVERNMENT AGENCY OR PRIVATE INSURANCE SCHEME. You acknowledge that you are NOT protected by deposit insurance in the event of ZyndPay's insolvency, bankruptcy, or failure.

ZYNDPAY IS A CRYPTOCURRENCY PAYMENT PROCESSOR, NOT A CUSTODIAN. We provide technology services to facilitate cryptocurrency transactions. We do NOT hold funds on your behalf as a fiduciary or trustee.

11.5 Merchant Acknowledgments

By using the Services, you acknowledge and agree that:

(a) You Are Solely Responsible for Your Customers: ZyndPay has NO relationship with your Customers. You are SOLELY responsible for: screening your Customers, verifying customer identities, managing customer relationships, handling customer complaints and disputes, providing refunds, and complying with all consumer protection laws applicable to your business;

(b) You Assume All Credit Risk: ZyndPay does NOT provide any credit protection, fraud protection, or payment guarantee. You bear the entire risk of: customer non-payment, customer chargebacks, customer fraud, customer-initiated payment reversals (to the extent technologically possible), and customer disputes;

(c) You Are Responsible for AML/KYC: You are solely responsible for complying with all applicable AML and KYC laws in your jurisdiction. ZyndPay's AML checks do NOT relieve you of your independent AML/KYC obligations;

(d) No Payment Guarantee: ZyndPay does NOT guarantee that any payment will be successfully completed, confirmed, or settled. All payments are subject to blockchain confirmation, network conditions, and AML screening;

(e) No Recovery of Stolen Funds: If your account is compromised, your API keys are stolen, or your wallet is hacked, ZyndPay is NOT responsible for recovering lost or stolen funds; and

(f) You Have Read and Understood These Terms: You have read, understood, and agree to be bound by these Terms, including all disclaimers, limitations of liability, and risk acknowledgments.

11.6 Force Majeure

ZyndPay shall not be liable for any failure to perform or delay in performing any obligation under these Terms if such failure or delay results from circumstances beyond ZyndPay's reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, strikes, labor disputes, power outages, internet service interruptions, blockchain network disruptions, cyberattacks, changes in applicable law, or failure of third-party service providers (each, a "Force Majeure Event"). In the event of a Force Majeure Event, ZyndPay's obligations shall be suspended for the duration of the event, and ZyndPay shall use commercially reasonable efforts to resume performance as soon as practicable.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ZyndPay and its directors, officers, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees, investigation costs, expert witness fees, and legal costs) arising from or related to:

(a) Your Use of Services: your use of the Services, including any actual or alleged harm caused by your products, services, or business activities;

(b) Customer Disputes and Refunds: any dispute, claim, chargeback, refund request, or reversal demand from your Customers, regardless of whether such dispute has merit. YOU ARE SOLELY RESPONSIBLE FOR ALL REFUNDS AND CHARGEBACKS TO YOUR CUSTOMERS. ZyndPay is NOT obligated to provide refunds to your Customers under any circumstances;

(c) Your Violations: your violation of these Terms, any applicable law or regulation, or any third-party right (including intellectual property rights, privacy rights, or publicity rights);

(d) Fraud and Illegal Activities: any fraud, illegal activity, money laundering, terrorist financing, or other Prohibited Activity conducted through your Account, whether or not authorized by you;

(e) Tax Liabilities: any tax liability, penalty, interest, or assessment arising from your use of the Services, including but not limited to income tax, VAT, GST, sales tax, or cryptocurrency transaction taxes;

(f) Government and Regulatory Actions: any claim, investigation, audit, enforcement action, or penalty by any governmental authority, regulatory body, law enforcement agency, or financial intelligence unit arising from or related to your use of the Services or your business activities;

(g) Your Content and Data: your Merchant Content or any data you submit through the Services;

(h) Your Negligence or Misconduct: your negligence, willful misconduct, or gross negligence;

(i) AML/CTF Compliance: any failure by you to comply with applicable anti-money laundering or counter-terrorism financing laws, including any fines, penalties, or forfeitures imposed on ZyndPay as a result of your activities;

(j) Your Breach of Representations: any breach of your representations, warranties, or obligations under these Terms; and

(k) Third-Party Claims: any claim by a third party (including your Customers, suppliers, or business partners) arising from or related to your use of the Services or your business activities.

ZYNDPAY MAY ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU. You agree to cooperate with ZyndPay's defense of such claims. This indemnification obligation shall survive the termination of these Terms and your Account.

13. TERM AND TERMINATION

13.1 Term

These Terms shall commence on the date you create your Account and shall continue in effect until terminated by either party in accordance with this Section.

13.2 Termination by Merchant

You may terminate your Account and these Terms at any time by: (a) withdrawing all available funds from your Merchant Balance; (b) ensuring there are no pending transactions or unresolved disputes; (c) cancelling any active subscription plans; and (d) contacting ZyndPay support to request Account closure. Account closure may take up to thirty (30) business days to process.

13.3 Termination by ZyndPay

ZyndPay may suspend or terminate your Account and these Terms immediately and without prior notice if: (a) you breach any provision of these Terms; (b) ZyndPay has reasonable grounds to suspect fraud, money laundering, or other Prohibited Activities; (c) required by applicable law, regulation, or order of a court or governmental authority; (d) your KYB verification is revoked or expires; (e) you fail to provide requested information within the timeframe specified; (f) your Account poses a risk to ZyndPay, other Merchants, or the integrity of the Services; or (g) for any other reason at ZyndPay's sole discretion with thirty (30) days' prior notice.

13.4 Effect of Termination

Upon termination: (a) all rights and rights granted to you under these Terms shall immediately cease; (b) you must immediately cease all use of the Services; (c) ZyndPay will make commercially reasonable efforts to process any pending legitimate transactions; (d) you will have ninety (90) days to withdraw any remaining balance, subject to any applicable holds or restrictions; (e) after the ninety (90)-day period, ZyndPay may forfeit any remaining balance in accordance with applicable abandoned property laws; and (f) Sections 1, 6, 7.4, 8.3, 8.4, 9.2, 10, 11, 12, 14, 15, 16, 17, and 18 shall survive termination.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with the LCIA Arbitration Rules in force at the time of commencement of the arbitration. The seat of arbitration shall be London, England. The language of the arbitration shall be English. The arbitral tribunal shall consist of one (1) arbitrator appointed in accordance with the LCIA Rules. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Each party shall bear its own costs in connection with the arbitration unless the arbitrator determines otherwise.

14.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

14.4 Time Limitation

You agree that any claim arising out of or related to these Terms or the Services must be filed within one (1) year after the cause of action arises, or the claim is permanently barred.

15. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of any non-public information received from the other party in connection with these Terms or the Services ("Confidential Information"). Confidential Information includes, without limitation, API Keys, webhook secrets, business data, transaction data, technical specifications, and any information marked as confidential. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except: (a) to employees, contractors, or agents who need to know the information and who are bound by confidentiality obligations no less protective than these Terms; (b) as required by applicable law, regulation, or legal process; or (c) to professional advisors under obligations of confidentiality. This obligation of confidentiality shall survive the termination of these Terms for a period of three (3) years.

16. MODIFICATIONS TO TERMS

ZyndPay may modify these Terms at any time. We will provide notice of material changes by: (a) posting the updated Terms on our website with a revised "Last Updated" date; (b) sending an email notification to the address associated with your Account; or (c) displaying a notification in the merchant dashboard. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree with the modified Terms, you must stop using the Services and terminate your Account. It is your responsibility to regularly review these Terms for any changes.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and ZyndPay regarding the Services and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to the same subject matter.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

The failure of ZyndPay to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of ZyndPay to be effective.

17.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without ZyndPay's prior written consent. ZyndPay may assign these Terms, in whole or in part, to any successor or affiliate without your consent. Any purported assignment in violation of this section shall be null and void.

17.5 No Third-Party Beneficiaries

These Terms are for the benefit of ZyndPay and you, and are not intended to confer any rights or benefits on any third party. No third party may enforce any provision of these Terms.

17.6 Notices

All notices under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email with confirmation of receipt; (c) one (1) business day after being sent by internationally recognized overnight courier; or (d) three (3) business days after being sent by registered mail. Notices to ZyndPay shall be sent to: [email protected]. Notices to you shall be sent to the email address associated with your Account.

17.7 Language

These Terms are provided in English and French. In the event of any conflict or inconsistency between the English and French versions, the English version shall prevail.

17.8 Headings

The headings in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.

17.9 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between you and ZyndPay. You and ZyndPay are independent contractors, and neither party has the authority to bind the other or incur obligations on behalf of the other.

18. CONTACT INFORMATION

If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us at:

ZyndPay
Email: [email protected]
General inquiries: [email protected]
Website: https://zyndpay.io