Wallet Terms of Use

TERMS UPDATED ON JANUARY 28, 2018

This is a binding Agreement between BitPay, Inc. (“BitPay” or “We”) and the person, persons, or entity (“You” or “Your”) using the service, Software, or application (“Software”).

Rights and Obligations

BitPay provides the Software solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with them. By using the Software You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You are a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into this Agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms.

This Software functions as a free, open source, and multi-signature digital wallet. The Software does not constitute an account where We or other third parties serve as financial intermediaries or custodians of Your cryptocurrencies(s).

While the Software has undergone beta testing and continues to be improved by feedback from the open-source user and developer community, We cannot guarantee there will not be bugs in the Software. You acknowledge that Your use of this Software is at Your own discretion and in compliance with all applicable laws. You are responsible for safekeeping Your passwords, private key pairs, PINs, and any other codes You use to access the Software.

IF YOU LOSE ACCESS TO YOUR WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR WALLET AND CORRESPONDING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY CRYPTOCURRENCY YOU HAVE ASSOCIATED WITH THAT WALLET WILL BECOME INACCESSIBLE. All transaction requests are irreversible. The authors of the Software, employees and affiliates of BitPay, copyright holders, and BitPay, Inc. cannot retrieve Your private keys or passwords if You lose or forget them and cannot guarantee transaction confirmation as they do not have control over the network.

Gift Cards

Gift Cards ("GCs") sold by BitPay, Inc., an authorized and independent reseller of GCs, through the software are subject to the following terms. Except as required by law, GCs cannot be transferred for value or redeemed for cash. GCs may be used only for purchases of eligible goods or services at the merchant's website, physical location, or certain of its affiliated websites. For complete terms and conditions, please read the merchant's gift card terms and conditions. GCs trademarks and copyrights belong to the merchant owners or its affiliates. ALL SALES ARE FINAL, AND NO REFUNDS WILL BE PROVIDED FOR ANY GC. Please contact the GC merchant directly.

Disclaimer

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OF THE SOFTWARE, EMPLOYEES AND AFFILIATES OF BITPAY, COPYRIGHT HOLDERS, OR BITPAY, INC. BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

IN NO EVENT WILL BITPAY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property

We retain all right, title, and interest in and to the Content and all of BitPay’s brands, logos, and trademarks, including, but not limited to, BitPay, Inc., BitPay, BitPay – Secure Bitcoin Wallet, BitPay Wallet, BitPay App, Copay, BitPay Prepaid Card, and variations of the wording of the aforementioned brands, logos, and trademarks.

Choice of Law

This Agreement, and its application and interpretation, shall be governed exclusively by the laws of the State of Georgia, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the federal and state courts located in or near Atlanta, Georgia for any dispute arising under this Agreement.

Severability

In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.

Binding Agreement

The terms and provisions of this Agreement are binding upon Your heirs, successors, assigns, and other representatives. This Agreement may be executed in counterparts, each of which shall be considered to be an original, but both of which constitute the same Agreement.

You assume any and all risks associated with the use of the Software. We reserve the right to modify this Agreement from time to time.

Merchant Terms of Use

TERMS UPDATED ON AUGUST 7, 2018

These Merchant Terms of Use ("the Terms") govern your use of the products, services or any other features, technologies or functionalities (the "Services") provided by BitPay, Inc. (BitPay, we, our, or us) through BitPay’s website, API or through any other means. The terms “you” and “your” refer to the merchant to which we will be providing the Services and the person signing below or otherwise agreeing to the Terms on behalf of the merchant. Please read the Terms carefully; by using the Services, you agree to the Terms and confirm that you accept them.

1. The Services

We are a cryptocurrency payment processor. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customer (Purchaser). We are not a crypto exchange, wallet, or a place to purchase or sell cryptocurrencies. Our Services are only available to businesses that sell a product or services or to registered charitable organizations that accept donations. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Purchaser to BitPay will be considered the same as payment made directly to you and will extinguish the Purchaser's outstanding obligation, to the extent of the payment.

2. Registration

2.1 Generally

In order to use the Services, you must open a BitPay account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your BitPay account, if you do not provide us with accurate, complete, and satisfactory information.

BitPay is a registered Money Service Business with FinCEN and is a licensed money transmitter in numerous states. As a regulated business, BitPay is required to comply with the Bank Secrecy Act, which requires BitPay to verify merchant identities, maintain records of currency transactions for up to five years (New York merchant’s records are held for seven years) and report certain transactions. In the event that a merchant account is closed by BitPay or at the request of the merchant, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.

  1. Merchant Tiers.BitPay imposes daily transaction processing limits on merchants. When you register for a BitPay account, you will be required to select the limit ("the Tier") that will apply to your BitPay account, and to provide us with the documentation necessary to qualify for that Tier. A description of the Tiers, as well as a list of the documentation required to qualify for each, is available on help.bitpay.com/businesses-and-organizations/account-setup-and-assistance/how-do-i-raise-my-approved-processing-volume-tier-limit. For certain industries, BitPay may ask for additional verification documents. We will not begin to process payments on your behalf until we have reviewed the documentation that you provide, in accordance with applicable law. If you wish to change to a Tier with a higher limit, you must provide us with the additional required documentation. We will not approve your request to change Tiers and permit you a greater processing volume unless and until we have reviewed your documentation to our satisfaction. Please also refer to Section 3.1, Daily Transaction Volume Limits.

2.2 Guarding your Password

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

3. Your Sales

3.1 Daily Transaction Volume Limits

BitPay imposes daily and annual transaction processing limits on merchants. When you register for a BitPay account, you will be enabled to transact at the Basic Tier level. At BitPay's discretion, and based on BitPay’s risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.

3.2 Invoices and Records

You must keep all records needed for fulfilling the goods or services sold to the Purchaser and providing any post-sale support to the Purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration. BitPay is required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter.

3.3 Customer Verification

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

3.4 Representation and Warranties

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

Your use of the Services is also subject to the following important restrictions:

  1. You are at least eighteen (18) years old or older and have the right, power and contractual capacity to agree to these Terms.
  2. Your use of the Services will not contravene any applicable international, federal, state or local law or regulation, including applicable tax laws and regulations.
  3. Your use of the Services will not relate to the following prohibited activities:
    1. Sales of narcotics, research chemicals or any controlled substances;
    2. Sales of cash or cash equivalents, including items used for speculation or hedging purposes (such as derivatives), and the sale or trade of cryptocurrencies;
    3. items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents;;
    4. ammunition, firearms, explosives (including fireworks), or weapons regulated under applicable law or as determined by us; or
    5. transactions that show the personal information of third parties in violation of applicable law;
    6. transactions that support pyramid, Ponzi, or other "get rich quick" schemes;
    7. transactions that are related to cloud-mining;
    8. provide credit repair or debt settlement services;
    9. any services which compete with BitPay;
    10. Explicit sexual content;
    11. Sales of Kratom or Nootropics
  4. If your use of the Services relates to one of the following restricted activities, your activities are subject to internal review and you are only allowed to transact when expressly authorized by BitPay in writing:
    1. Engaged in Foreign Exchange, Money Service Business activities (as defined by the Financial Crimes Enforcement Network of the United States Department of the Treasury) or E-wallets;
    2. Engaged in selling cryptocurrency mining hardware;
    3. Providing Currency exchange services;
    4. Transaction that are associated with purchases of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products or
    5. Transactions that involve gambling or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, unless you have obtained our prior written approval and you and your customers are located exclusively in jurisdictions where such activities are permitted by law.

3.5 Our Right to Reject

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

3.6 Our Right to Inspect

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

4. Third Parties

4.1 Your Use of Third-Party Services

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

4.2 Security

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

5. How we Collect, Use and Share Information

In order to provide the Services, we may share information about you and your BitPay account with third parties, including but not limited to your bank and Purchasers.

5.1 Verification of Your Identity

In order to verify the information you submit via the account registration process as detailed in Section 2.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.

From time to time BitPay may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.

6. Our Ownership of the Services and the BitPay Website

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

7. Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") to BitPay's promotional materials and all marketing channels. A third party may use BitPay's publicly-available Merchant Content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third party terms of use.

You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

8. Invoices & Settlement

8.1 Invoice Generation and Exchange Rate Guarantee

BitPay's hosted invoice UI shall be used. To create an invoice for your Purchaser, you may post a request to BitPay to collect a specific amount in your local currency, such as Dollars or Euros, or in any of the supported cryptocurrencies. BitPay will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Purchaser. For more information about how BitPay calculates the exchange rates and factors in market depth, please refer to bitpay.com/exchange-rates. We guarantee the exchange rate to you as long as the Purchaser pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each BitPay invoice. While we guarantee the exchange rate as long as the Purchaser pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect $150, and the Purchaser sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $150, minus our fee if applicable. We do not, however, guarantee the value of the U.S. dollar.

For any payments that are made using the bitcoin blockchain, an invoice is considered complete by us after the payment has six (6) block confirmations. You have the option to inform your Purchaser earlier about the status of the invoice; please note that BitPay is not liable for settling invoices with a payment that never receives six (6) block confirmations. BitPay employs techniques to detect payments that are at risk of never receiving six (6) bitcoin block confirmations, however these measures do not completely eliminate the risk associated with unconfirmed payments.

8.2 Fees

8.2.1 Merchant Fees

We charge service fees for merchants on our Starter Plan who have processed more than thirty transactions in a month or who have selected our Business or Enterprise plans (“Service Fees”). Merchants paying Service Fees will have these fees offset against their applicable ledger balances.

If you issue a full or partial refund to your customers, the miner fee amount will be deducted from your merchant ledger balance. The deduction will be added as a separate entry in your BitPay ledger after the refund is executed.

8.2.2 Purchaser Fees

Network Costs

BitPay may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These Network Costs are included in the invoice total and are paid by the Purchaser. The Network Costs are not returned when a refund is executed. You can learn more about the reasons for these costs here: blog.bitpay.com/network-costs. Purchaser has the discretion to decide to pay or not pay an invoice after it has been created.

Miner Fees

Cryptocurrency transactions may require a miner fee. These miner fees are automatically created by the Purchaser’s wallet and sent to the miner. These miner fees are not BitPay fees. The miner fees paid to the Network are not returned when a refund is executed.

If a Purchaser would like to learn more about the applicable fees, please view our payment fee details. We reserve the right to change our fee structure and pricing. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change. Current pricing information is provided on the BitPay website at bitpay.com/pricing.

8.3 Methods of Settlement

We will verify the Purchaser’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by BitPay until settlement to your bank account can take place. You can receive a settlement in your local currency, in any of the supported cryptocurrencies, or in a mixture of both. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in bitcoin, then you assume the volatility risk of the bitcoin value. DISCLOSURE: While there are also material risks from accepting various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments including Litecoin and Dogecoin), BitPay is disclosing the following material risks of virtual currency.

  • Material Risks of Virtual Currency Disclosure Based on 23 NYCCR 200.19:
    • (1) Virtual Currency (Bitcoin) is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;
    • (2) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency;
    • (3) transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
    • (4) some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction;
    • (5) the value of Virtual Currency may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear;
    • (6) there is no assurance that a Person who accepts a Virtual Currency as payment today will continue to do so in the future;
    • (7) the volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time;
    • (8) the nature of Virtual Currency may lead to an increased risk of fraud or cyber attack;
    • (9) the nature of Virtual Currency means that any technological difficulties experienced by BitPay may prevent the access or use of a customer’s Virtual Currency; and
    • (10) any bond or trust account maintained by BitPay for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

8.3.1 Settlements in Local Currencies

Direct deposit to a bank account in a local currency is available to merchants located in certain countries. Please refer to bitpay.com/docs/settlement for a list of those countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current. If you are using the Business or Enterprise plan, we will send a direct deposit to your bank account to clear out your accumulated ledger balance each business day. If you are using the Starter plan, we will settle the accumulated ledger balance on a weekly basis. If you are accepting any portion of your settlement in a supported cryptocurrency, we will settle to your wallet on a daily basis. Minimum settlement amounts apply; please refer to bitpay.com/docs/settlement for information related to minimum settlement amounts and deposit frequency. We will charge you the applicable wire fees, except when settling USD to a bank located in the US or when settling EUR to a bank within the SEPA zone. Settlements might be initiated from a bank account held in the name of BitPay Inc. or Stichting Client Funds BMSE, which is a Foundation that is set up to segregate client funds from operational funds.

8.3.2 Your Bank Account

You must provide us with written notice at least one (1) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

8.3.3 Settlements in a Supported Cryptocurrency

Any supported cryptocurrency accepted by BitPay on your behalf must be settled to a cryptocurrency wallet that you provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address, at least once per calendar day. BitPay is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

8.3.4 Refund Reserve

With your explicit consent, BitPay can set a refund reserve. You can use the refund reserve to refund BitPay invoices (e.g., when goods/services are not delivered) or to fund cryptocurrency payout requests. Once the refund reserve is set, BitPay does not settle the refund reserve amount. Pending refunds are deducted from your refund reserve. If no refund reserve is set, pending refunds will be deducted from the settlement amount.

BitPay does not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as Unsupported Payments ("UP"). BitPay assumes absolutely no responsibility whatsoever in respect to UP. BitPay is only liable for the cryptocurrency ledger balance selected in your refund reserve or payout preference.

8.3.5 Settlement Minimum

BitPay settles once the settlement amount is above the settlement minimum. The standard settlement minimums are documented at https://support.bitpay.com/hc/en-us/articles/201890513-What-are-my-options-for-settlement-. Merchants that are on the Starter Plan only receive a settlement once a week if the settlement amount is above the settlement minimum.

8.4 Payment Exceptions

In certain situations when an invoice is not fully paid or overpaid, it will result in a payment exception. You can resolve payment exceptions from the BitPay merchant dashboard.

BitPay incurs miner fees to refund a payment. If the Purchaser requests a refund for a Payment Exception, BitPay will deduct the miner fees from the refund amount.

8.4.1 Underpayments

Underpayments occur when the Purchaser sends less than the full amount required to mark the invoice as fully paid. Since the invoice is not fully paid or complete, the funds do not get applied to the merchant ledger. BitPay will send an email to the Purchaser allowing the Purchaser to request a refund for the partial payment. The Purchaser also has the ability to request a refund of the partial payment directly from the invoice. If you want to accept underpayments, you can enable this in your BitPay merchant dashboard. In this case BitPay will adjust the invoice price to the amount paid, instead of refunding the underpayment.

8.4.2 Overpayments

Overpayments occur when an invoice receives excess funds. In cases such as this, this invoice passes through the state of being paid in full and is marked as an overpayment. Once the invoice is status is "complete", the funds to mark the invoice as fully paid are applied to the merchant ledger. However, the excess funds are not applied. BitPay will send an email to the Purchaser allowing the Purchaser to request a refund for the excess funds. The Purchaser also has the ability to request a refund of the excess funds directly from the invoice.

8.4.3 Orphan Payment

Orphan Payments occur when a transaction is received outside the time window referenced in Section 8.1 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in BitPay’s system as an orphan payment. For more information or to resolve orphaned payments, either you or the Purchaser will need to reach out to our support team with the appropriate information.

8.4.4 Unsupported Payments

For an overview of the currently supported cryptocurrencies, please refer to bitpay.com/exchange-rates. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for UP. Purchasers should not pay any BitPay invoice or send UPs to a BitPay address. If a Purchaser transmits a UP, the Purchaser may lose any perceived value in the UP. Additionally, the Merchant and the Purchaser agree that BitPay assumes no responsibility whatsoever in respect to that UP and the Merchant and the Purchaser will not be able to recover the UP from BitPay. BitPay assumes absolutely no responsibility whatsoever in respect to UPs.

8.4.5 Unclaimed Property

If a payment exception is made and BitPay receives cryptocurrency, and BitPay is unable to contact you or the Purchaser and has no record of you or the Purchaser's use of the Services for several years, applicable law may require BitPay to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, BitPay will try to locate you or the Purchaser using the notification information shown in our records, but if BitPay is unable to locate you or the Purchaser, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. BitPay reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

8.5 Certain Deferrals

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

8.6 Account Information

You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

9. Refunds and Adjustments

9.1 Refund Procedures

BitPay can facilitate cryptocurrency refunds on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund denominated in your local currency or in a supported cryptocurrency. If you do not have enough funds in your BitPay account to cover the refund, BitPay may require you to deposit a cryptocurrency or fiat to BitPay to cover the refund to the Purchaser. Any required currency conversion during the refund process will be calculated at a spot rate determined by BitPay, following the guidelines found here: bitpay.com/exchange-rates.

9.1.1 Refund of Payment Exceptions

If a payment exception is not refunded by you within 30 days after the invoice creation date, you will only be able to refund (and not accept) the payment exception and BitPay will lock the applicable cryptocurrency/USD exchange rate exactly 30 days after the date and time of invoice creation.

For any refunds of payment exceptions that occur after the 30-day window, the locked exchange rate is used to determine the amount of cryptocurrency that will be refunded. The cryptocurrency balance is converted to USD on the 30th day. Additionally, because of the cryptocurrency price fluctuations, BitPay will only refund the cryptocurrency amount sent to BitPay or the USD value, whichever is less. Any refunds of payment exceptions that happen prior to this 30-day window will be refunded in the exact amount of cryptocurrency originally received.

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

DayBTC PaidBTC Price to USDBTC Refund AmountUSD Value of Refund
11$10001$1000
301$9001$900
311$8001$800
601$4501$450

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

DayBTC PaidBTC Price to USDBTC Refund AmountUSD Value of Refund
11$5001$500
301$1,0001$1,000
311$2,0000.5$1,000
601$4,0000.25$1,000

9.2 Disclosure of Your Refund Policy

BitPay is not responsible for Merchant refund policies. We do suggest Merchants have a clear refund policy for their customers (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided). If refunds are permitted, we recommend you to refund the amount of the initial purchase in the currency in which the item was priced.

9.3 Purchaser Complaints

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

9.4 Merchant Complaints

Merchants filing complaints regarding our processing service should complaints via email, phone or mail at support@bitpay.com, or (404) 907-2055, or 8000 Avalon Blvd, Suite 300, Alpharetta, GA 30009, respectively.

10. Account Termination

10.1 Your Right to Close Your Account

These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 14.11 (Survival). You may close your BitPay account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.

10.2 Our Right to Close or Suspend Your Account

We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, BitPay reserves the right to suspend your account, disabling processing capabilities.

10.3 Effect of Account Closure

If your BitPay account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

11. Indemnification

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

12. No Warranties

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

13. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR BITPAY ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14. Miscellaneous

14.1 Taxes

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

If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, BitPay will report annually to the Internal Revenue Service, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.

14.2 Privacy Policy

Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

14.3 Assignment

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

14.4 Severability

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

14.5 Waivers

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

14.6 Entire Agreement

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

14.7 Notices

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

14.8 Governing Law; Arbitration

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Delaware consistent with the Federal Arbitration Act, and will honor and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

14.9 Amendment

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

14.10 Force Majeure

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

14.11 Survival

The provisions of Sections 3.4 (Representations and Warranties), 4.2 (Security), 6 (Our Ownership of the Services and the BitPay Website), 7 (Advertising), 8.5 (Certain Deferrals), 11 (Indemnification), 12 (No Warranties), 13 (Limitation of Liability), and 14.8 (Governing Law; Arbitration) shall survive the termination of these Terms.

BitPayID Terms of Use

Effective Date: July 01, 2019 

BitPayID Terms of Use 

These BitPayID Terms of Use (“Terms”) govern your use of our “BitPayID” site(s) (the “Site”) and related products, services and applications, including any content or information provided as part of the Site or such related products, services or applications (collectively with the Site, the “Services”), which are owned or operated by BitPay, Inc. (“BitPay”, “we”, “our” or “us”). For clarity, these Terms do not govern BitPay merchant activity or BitPay’s wallet or gift card services, all of which are governed by separate terms. 

Our Privacy Policy, available at https://bitpay.com/about/privacy , is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before you access the Services, as these Terms form a binding legal agreement between you and BitPay. 

These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. BitPay provides the Services solely on the terms and conditions set forth in these Terms and on the condition that you accept and comply with them. By accessing, using or registering for the Services, you (a) accept these Terms and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; and (ii) if you are entering into these Terms on behalf of a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of the corporation, governmental organization or other legal entity and bind them to these terms. 

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE BITPAY PRIVACY POLICY. 

1. Overview of Services; Changes. 

1.1. Overview of Services . BitPayID provides access to a personal BitPay dashboard, allowing users to access their transaction history and navigate other BitPay products and services, together with other services that may be provided in connection with, or as part of, BitPayID from time to time. 

1.2. Changes . We may update or change these Terms from time to time by posting the amended Terms on the Site. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. 

If you do not agree to the amended Terms, you must close your account and discontinue your use of the Services. 

2. Your Eligibility; Your Responsibility 

To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to BitPay; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (vi) will not violate any rights of BitPay or a third party. 

You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited. 

3. Registration; Your Content 

3.1. Registration; Verification of Your Identity . In order to use the Services, you must register an account. When you open an account, we may ask you for contact information such as your name, phone number, email address, and other information relating to you or your organization. If applicable, we may also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you to help verify your identity and assess risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your account, if you do not provide us with accurate, complete, and satisfactory information. In order to verify the information you submit via the account registration process, we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so. From time to time BitPay may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures. 

3.2. Accuracy . By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us. 

3.3. Privacy . To use our Services, you must register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the BitPay Privacy Policy, available athttps://bitpay.com/about/privacy . 

3.4. Your Content . As between you and BitPay, you own the information, materials, photos, or other content (the “Content”) you provide BitPay under this Agreement. Any Content that you upload or otherwise provide to BitPay in connection with the Services may be used by BitPay in order to provide and promote the Services or BitPay’s business. Accordingly, you grant to BitPay, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content. Such right to use such Content shall survive the termination of these Terms and termination of the Services. You authorize us to use, forward, or post your profile or related information on other sites and services. Additionally, you authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes (to opt-out, email us atmarketing@bitpay.com ). Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and BitPay. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). BitPay may also remove or delete your Content from the Services at any time in its sole discretion. 

3.5. Your Account . Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account . You are responsible for any activity occurring under your account. 

3.6. Feedback . You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to BitPay (“Feedback”) to BitPay. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and BitPay shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from BitPay under any circumstances relating to such Feedback. 

4. Personal Use; Limited License; Ownership 

Subject to the terms and conditions herein, BitPay grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser or BitPay authorized Site to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of BitPay. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and BitPay. 

Furthermore, without the prior written approval of BitPay, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by BitPay are licensed, not sold. The Services, and all copies of the Services, are owned by BitPay or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. BitPay reserves all rights not expressly granted to you herein. You agree that you have no right to any BitPay trademark or service mark and may not use any such mark in any way unless expressly authorized by BitPay. 

Making unauthorized copies or distribution of Site content or otherwise violating these Terms may result in the termination of your BitPay account, prohibition on use of the Services, and further legal action. BitPay reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms. 

BitPay is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold BitPay harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services. 

5. Fees; Payment Terms; Credits 

If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that BitPay and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; BitPay does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts. 

BitPay may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period. 

Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting BitPay at support@bitpay.com . Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason. 

Paid Services may be subject to additional terms, in addition to these Terms, related to the provision of the Paid Service. 

6. Acceptable Use Policy 

You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited: 

  • Using the Services while operating a motor vehicle; 
  • The transmission or posting of chain letters or pyramid schemes, or other acts that
    involve deceptive online marketing practices or fraud; 
  • Acts that may materially and adversely affect the quality of other users’ experience;
  • Actual or attempted unauthorized use or sabotage of any computers, machines or 
    networks; 
  • Introducing malicious programs into BitPay’s Services, network or servers (e.g. viruses,
    worms, Trojan horses, etc.); 
  • Engaging in any monitoring or interception of data not intended for you without 
    authorization; 
  • Attempting to circumvent authentication or security of any host, network, or account
    without authorization; 
  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the
    source code for any underlying intellectual property used to provide the Services, or
    any part thereof; 
  • Adapt, modify or create derivative works based on the Services, technology underlying
    the Services, or other users’ content, in whole or part; 
  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display,
    sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by BitPay in writing;
  • Using any method, software or program designed to collect identity information, authentication credentials, or other information;
  • Transmitting or receiving, uploading, using or reusing material that is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights;
  • Transmitting or receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights;
  • Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Falsifying user identification information; 
  • Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or
  • Impersonating any person or entity, including, but not limited to, an BitPay representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
    You agree not to use the Services for the purpose of recruiting for another website or service that offers competing functionality to the Services.

7. Right to Restrict or Terminate Access 

BitPay may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that BitPay in its reasonable discretion believes violates the letter or spirit of any of these Terms. If BitPay denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid. 

In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, BitPay reserves the right to delete all of your Content, data, and other information stored on BitPay’s servers. BitPay will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by BitPay pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, BitPay will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof. 

You may terminate these Terms by terminating your use of the Services and any related account. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay BitPay any amounts owed to BitPay. 

8. Security 

We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law. You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data.

Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to BitPay any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. BitPay shall not be liable for any unauthorized use of payment accounts. 

9. Indemnity 

You agree to indemnify BitPay, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your Content or any other content or material you submit or otherwise transmit through our Services; (d) any other party’s access or use of the Services with your account information, or (e) your use of the Services. BitPay reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you. 

10. Disclaimer of Warranty 

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

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED 

WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, BITPAY’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION. 

11. Limitation of Liability 

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR BITPAY ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID BITPAY FOR YOUR USE OF THE SERVICES IN THE PRIOR SIX (6) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY BITPAY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE PRIOR SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. 

12. Copyright Protected Materials 

BitPay respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. BitPay has the right, but not the obligation, to remove from the Services any files, material, information, software or other material BitPay believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others. 

If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to:marketing@bitpay.com . 

13. Third-Party Terms & Content 

We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not a publisher of third-party content accessed through the Services and are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service. 

From time to time, the Services may contain references or links to third-party materials not controlled by BitPay or its suppliers or licensors. BitPay provides such information and links as a convenience to you and should not be considered endorsements of such sites or any content, products or information offered on such sites. You acknowledge and agree that BitPay is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Services. You are responsible for evaluating whether you want to access or use a third party sites. Accordingly, if you decide to use third party sites, you do so at your own risk and agree that this Agreement does not apply to your use of any third party sites. You should review any applicable terms or privacy policy of a third party sites before using it or sharing any information. 

If you are accessing the Services through an application from the Apple App Store, you and BitPay agree to the following additional terms: 

  • BitPay and you acknowledge that these Terms are concluded between you and BitPay only, and not with Apple, and BitPay, not Apple, is solely responsible for the Services and the content thereof. BitPay and you agree to be bound by the App Store Terms of Service as of the Effective Date (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein).
  • You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • To the extent set forth herein or required by applicable law, BitPay is solely responsible for providing any maintenance and support services with respect to the Services.

You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. 

  • BitPay, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be BitPay’ sole responsibility, to the extent not disclaimer herein.
  • BitPay and you acknowledge that BitPay, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights.
  • If you send SMS messages through Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use.
  • If you authorize BitPay to access your Address Book on your iOS product, you acknowledge and agree that BitPay may access and use such data to invite share job with your contacts.

14. Governing Law; Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of Georgia without reference to conflict of law or choice of law provisions, and applicable federal law (including the Federal Arbitration Act). If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association ("AAA"), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in Atlanta, Georgia, or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of the State of Georgia consistent with the Federal Arbitration Act, and will honor and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us.Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration. 

15. Electronic Notices and Disclosures 

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

16. Miscellaneous 

These Terms, along with any rules, guidelines, or policies published on the BitPay homepage constitute the entire agreement between BitPay and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by BitPay. Notwithstanding the foregoing, BitPay reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Atlanta, Georgia. The parties each hereby consent to the jurisdiction and venue in Atlanta, Georgia and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that BitPay shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of BitPay. BitPay’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that BitPay may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to BitPay, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to BitPay. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and 

BitPay, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Agreement. 

If you have any questions, complaints, or claims, you may contact BitPay at 8000 Avalon Blvd, Suite 300, Alpharetta, GA 30009, support@bitpay.com .