TERMS EFFECTIVE ON 1 JANUARY 2022
1. Our Services
BitPay’s Payment Services enable holders of cryptocurrency to make payments to merchants and/or donations to charities in any of the Supported Cryptocurrencies (defined below). The Payment Services are compatible with those merchants and charities that accept cryptocurrency payments and/or donations from shoppers using BitPay’s payment acceptance services.
By using the Payment Services, you are establishing a contractual relationship with a BitPay entity based on the location of your residence. Unless you reside in one of the countries listed in the following sentence, your relationship is with BitPay, Inc., a Delaware, USA corporation, having its principal offices at 8000 Avalon Blvd, Suite 300, Alpharetta, GA 30009, USA. Your contractual relationship is with BitPay B.V., if you reside in any of the following countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lichtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland or the United Kingdom. BitPay B.V. is a Dutch private company with limited liability, having its registered address at Stadsplateau 7 WTC office 7, 3521 AZ, Utrecht, The Netherlands and registered with the trade register of the Dutch Chamber of Commerce under number 58655891. For simplicity, we will use the term BitPay in these Shopper Terms to refer to the BitPay entity with which you have a contractual relationship.
BitPay, Inc. is subject to U.S. laws and regulations. This includes the Bank Secrecy Act, the economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the USA PATRIOT Act, and other anti-money laundering (AML) and anti-terrorist financing (ATF) laws. BitPay, Inc. is also a registered Money Service Business with the Financial Crime Enforcement Network of the U.S. Department of the Treasury (FinCEN) and is a licensed money transmitter in the U.S. states where applicable law requires it to be licensed. As required by applicable laws and regulations, BitPay, Inc. maintains a comprehensive AML/ATF/Sanctions compliance program.
BitPay B.V. is subject to applicable Dutch and EU laws and regulations, which includes the Dutch Act on the Prevention of Money Laundering and Terrorism Financing (Wet ter voorkoming van witwassen en financieren van terrorisme (“Wwft”)) and the Dutch Sanctions Act (Sanctiewet 1977) and the regulations promulgated thereunder. BitPay B.V. is registered with and supervised by the Dutch Central Bank (De Nederlandsche Bank N.V.) pursuant to Section 23b(1) of the Wwft.
2. Making a Payment
When you choose to make a payment using the Payment Services, BitPay will present you with an invoice that allows you to select a cryptocurrency wallet to use for the payment, the Supported Cryptocurrency to use, and then a machine readable code with payment amount and wallet address information (the payment amount and address information may also be manually copied in e-commerce purchases). Using your cryptocurrency wallet on your device, you may scan the machine readable code presented in a BitPay invoice or, with e-commerce purchases, manually copy and enter the payment information displayed in the invoice into your cryptocurrency wallet to remit payment in a Supported Cryptocurrency to complete the invoice payment. For each invoice presented, BitPay locks the applicable cryptocurrency exchange rate for a limited period of time (“Payment Window”) to enable you to complete your payment. Information on making payments is available here: support.bitpay.com/hc/en-us/articles/115005559826-How-do-I-pay-a-BitPay-invoice- and bitpay.com/exchange-rates.
Payments must be completed within the Payment Window or the invoice will expire. Payments made to expired invoices cannot complete an invoice or purchase and are deemed Orphan Payments (defined below). Do not send a payment to an expired invoice. If an invoice expires, you must generate a new invoice by restarting the checkout process. The new invoice will provide a new Payment Window and an updated payment amount based on any changes to the applicable cryptocurrency exchange rate. Information on Payment Windows is available here: support.bitpay.com/hc/en-us/articles/203010466-Why-does-an-invoice-expire-after-15-minutes- and support.bitpay.com/hc/en-us/articles/360022482971-What-do-I-do-when-an-invoice-expires-but-I-have-not-yet-paid-it-.
In paying an invoice, you understand and agree that you may be required to provide BitPay with your email address and/or SMS compatible phone number. With e-commerce payments, some merchants may require BitPay to collect your name and physical address during the payment process, generally for their legal and compliance purposes. Your email address and/or SMS compatible phone number will be used for certain payment and/or refund communications, and therefore must be your valid email address and/or SMS compatible phone number. BitPay collects this information subject to its Privacy Notice: https://bitpay.com/about/privacy.
Please note: CRYPTOCURRENCY PAYMENTS CAN BE REFUNDED, AS EXPLAINED BELOW, BUT CANNOT BE REVERSED.
3. Supported Cryptocurrencies
BitPay supports several different cryptocurrencies on its payment platform (“Supported Cryptocurrencies”). Merchants and charities may choose to accept payments in all or a subset of the Supported Cryptocurrencies, and the merchants are solely responsible for indicating which cryptocurrencies they accept for payment. BitPay may, in its sole discretion, add or remove support for particular cryptocurrencies from time-to-time. A list of the Supported Cryptocurrencies is available here: support.bitpay.com/hc/en-us/articles/203411543-What-currencies-can-I-use-to-pay-a-BitPay-invoice-.
4. Unsupported Payments
Payments made using any token, coin or cryptocurrency other than the ones that BitPay has listed as a Supported Cryptocurrency are “Unsupported Payments”. Unsupported Payments cannot be applied to a BitPay invoice. Any Unsupported Payments sent to a BitPay wallet may not be received, and BitPay may be unable to access or recover such Unsupported Payments. USE ONLY SUPPORTED CURRENCIES TO PAY INVOICES. YOU, AND NOT BITPAY, THE MERCHANT OR CHARITY, ARE SOLELY RESPONSIBLE FOR ANY UNSUPPORTED PAYMENT. UNSUPPORTED PAYMENTS MAY BE LOST AND UNABLE TO BE RECOVERED OR REFUNDED. BITPAY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY UNSUPPORTED PAYMENT.
5. Shopper Fees
You will incur certain fees in connection with making cryptocurrency payments using the Payment Services. You will incur miner fees and network costs as set forth in this Section. You will incur Refund Fees on refunds, as set forth in Sections 6 and 8. In addition, you may incur BitPay’s transaction processing fees if a merchant chooses to pass that fee through to its shoppers, as set forth in this Section.
- Miner fees are the fees required to broadcast on-chain cryptocurrency transactions to the relevant blockchain so that the miners will process the transactions and maintain the blockchain. Miner fees are paid to the miners and are not retained by BitPay. Your cryptocurrency wallet will automatically generate the miner fees, which are variable depending on network conditions and the desired speed for transaction confirmation. Low miner fees run the risk of causing transactions to be confirmed slowly or not at all. BitPay discloses the necessary miner fee in its invoices as the “Required Fee Rate.” For off-chain payments, to the extent supported by BitPay, miner fees will not be incurred.
- Network costs are an additional fee that is incurred in aggregating payments received by BitPay and completing your and other shoppers’ payments to the relevant merchants. These network costs are based upon the miner fees that BitPay incurs in providing its Payment Services. When network costs exceed the equivalent of U.S.$0.01, they are included and listed on the BitPay invoices that you pay and labeled as a “Network Cost”.
- Refund Fees are the costs, such as miner fees, that are incurred in refunding payments. Because refunds are separate cryptocurrency transactions, Refund Fees are incurred with on-chain refunds and may be incurred with off-chain refunds, to the extent off-chain refunds are available and supported by BitPay. BitPay itself does not retain any portion of the Refund Fees.
- BitPay charges a transaction processing fee for providing its Payment Services. This fee is determined as a percentage of the transaction amount. Merchants may choose to add the transaction processing fee to the invoice in addition to the cost of the goods or services you are purchasing.
6. Refunds of Successful Payments
a. Refunds of Successful Payments Completed to Merchants
Refunds of Successful Payments are subject to the merchant’s refund policy (Payment Exception Refunds are addressed below). “Successful Payments" are payments for which a sufficient number of block confirmations have occurred in the applicable cryptocurrency blockchain, and the payment has been credited to the applicable merchant. To seek a refund of a Successful Payment, you must request the refund from the merchant to which you directed the payment.
Merchant refund policies often provide that refund amounts will be determined based upon the fiat currency value in which the merchant originally priced the goods or services that you purchased in the applicable transaction. As a result, and because the cryptocurrency to fiat currency exchange rate may have changed between the time that you made the purchase and when the refund is actually sent to your cryptocurrency wallet, the amount of cryptocurrency refunded may differ from the amount of cryptocurrency that you originally used to pay the relevant invoice. BitPay issues refunds in the same cryptocurrency that was used to pay the invoice being refunded. A Refund Fee will be incurred in sending you a refund of a Successful Payment. Merchants may choose whether they will bear the Refund Fee, or whether the Refund Fee will be deducted from the amount of the refund sent to you. Please note, in accordance with the merchant's refund policy, some sales may be final and not subject to refunds; not all merchants provide cryptocurrency refunds, and some merchants may provide refunds only in store credit. BITPAY IS NOT RESPONSIBLE FOR ANY MERCHANT’S REFUND POLICY.
For more information on the number of block confirmations BitPay requires for Successful Payments, please see the linked support article: support.bitpay.com/hc/en-us/articles/115003014486-When-will-my-payment-confirm-.
b. Claiming a Refund of a Successful Payment
Once you have requested a refund of a successful payment from a merchant and the merchant has approved your refund request, you will receive an email or SMS message to the same email address or SMS capable phone number associated with the payment being refunded. This message will include a link that will enable you to collect the refund. For refunds of purchases determined using the currency in which the purchased goods and/or services were originally priced (generally fiat currency), this link will not expire. For refunds based on the amount of cryptocurrency used to pay the invoice, the link will expire three days after it is sent. If the link expires, you will need to request that the applicable merchant send you a new link to claim the refund. Upon clicking the link, you will need to provide a cryptocurrency wallet address to which you want the refund sent. Depending on the size of the refund, you may be required to create or log in to your BitPay ID (see Section 10 for more details). You will generally receive your refund within two business days of providing a valid cryptocurrency wallet address. More information on claiming refunds is available in this support article: support.bitpay.com/hc/en-us/articles/360000051746-How-to-claim-a-refund-from-a-BitPay-merchant-refund-email.
7. Payment Exceptions: Underpayments, Overpayments, Orphan Payments
The term “Payment Exceptions”, as used in these Shopper Terms, refers collectively to Underpayments, Overpayments and Orphan Payments, which are each defined below.
Underpayments occur when insufficient funds are sent to pay an invoice. Underpayments cannot fulfill an invoice (in whole or part), and BitPay will notify you of the Underpayment via email and/or SMS message. You can claim a refund of the Underpayment from the invoice or the Underpayment notification message. If an Underpayment occurs, you will need to generate a new invoice by restarting the checkout process. The new invoice will provide a new Payment Window and an updated payment amount based on any changes to the applicable cryptocurrency exchange rate.
Overpayments occur when additional funds are sent beyond the amount needed to fully pay an invoice. With an overpayment, the funds required to pay the invoice will be remitted to the merchant or charity, and BitPay will notify you via email and/or SMS messaging of the Overpayment amount. You can claim a refund of the Overpayment amount (the amount in excess of the invoice amount) from the invoice or the notification message.
c. Orphan Payments
Late payments (i.e. payments made after the expiration of a Payment Window), and payments made to a BitPay wallet address that is not associated with an invoice with an active Payment Window are “Orphan Payments”. BitPay cannot automatically associate an Orphan Payment with an email address or SMS capable phone number, so we will not be able to notify you to claim a refund. Instead, you will need to contact BitPay to request a refund of an Orphan Payment. You may contact BitPay using our Support Wizard: bitpay.com/request-help/wizard. You will need to provide the BitPay support team with additional information so that they can help identify and refund your Orphan Payment. BitPay cannot apply an Orphan Payment to an invoice. If an Orphan Payment occurs, a new invoice and timely payment in a Supported Currency will be needed to fulfill that payment. If you do not provide BitPay customer support with the requested additional information, BitPay may not be able to refund the Orphan Payment to you.
8. Payment Exception Refunds and Non-Refundable Payments
a. Payment Exception Refunds
Payment Exceptions refunded within 30 days of the invoice creation date will be refunded for the exact amount of cryptocurrency received by BitPay, less the Refund Fee (defined in Section 5, above).
Payment Exceptions refunded more than 30 days following the invoice creation date will be capped at the USD value based upon the cryptocurrency/USD exchange rate as of the 30th day from the invoice creation date. When you ultimately claim your Payment Exception refund, BitPay will refund the lesser of the cryptocurrency amount originally sent to BitPay or the amount of cryptocurrency that corresponds to the capped USD value based upon the exchange rate at the time the refund is sent. The Refund Fee will be deducted from the amount of your refund.
All refunds of Payment Exceptions will be refunded in the cryptocurrency that was used to pay the applicable invoice.
Example for a bitcoin (BTC) Payment Exception Refund (same applies to other supported cryptocurrencies) if BTC price is lower after the 30th day:
|Day||BTC Paid||BTC Price to USD||BTC Refund Amount||USD Value of Refund|
Example for a BTC Payment Exception Refund (same applies to other supported cryptocurrencies) if BTC price is higher after the 30th day:
|Day||BTC Paid||BTC Price to USD||BTC Refund Amount||USD Value of Refund|
For clarity, each of the foregoing tables presents the refund amount before the Refund Fees are deducted, i.e. if you were to receive such a Payment Exception refund, you would receive the BTC refund amount shown reduced by the Refund Fee.
b. Refunds of XRP Payment Exceptions
XRP is not a Supported Cryptocurrency in all countries. To the extent that XRP is a Supported Cryptocurrency, please note that all XRP invoices share the same address. Therefore, BitPay requires you to include an invoiceID or Destination Tag when sending an XRP payment from your cryptocurrency wallet. Without an invoiceID or a Destination Tag, BitPay cannot determine from whom a payment was received, and BitPay will not be able to determine to whom a refund is owed. WITHOUT AN INVOICEID OR DESTINATION TAG, XRP PAYMENT EXCEPTIONS WILL BE NON-REFUNDABLE AND BITPAY BEARS NO LIABILITY FOR THE LOSS OF SUCH XRP PAYMENTS.
c. Claiming Payment Exception Refunds
To claim a refund arising from an Underpayment or Overpayment, you must click the refund link in the applicable invoice or refund notification message. To claim a refund arising from any other Payment Exception, you must request such a refund from BitPay. Please note that additional information may be required from you for refunds other than underpayment and overpayment refunds, and such information will be subject to BitPay’s Privacy Notice. As noted above, the Refund Fee will be deducted from the Payment Exception refund sent to you. Except as outlined herein, the process for claiming refunds of Payment Exceptions mirrors that of successful payments (see Section 6(b)).
d. Non-Refundable Payments
In some instances, the amount of a Payment Exception may be less than the amount of the miner or network fees (defined below), and therefore BitPay cannot complete the refund. NON-REFUNDABLE PAYMENTS WILL NOT BE REFUNDED. BITPAY BEARS NO LIABILITY FOR THE LOSS OF NON-REFUNDABLE PAYMENTS.
e. Unclaimed Property
If Payment Exceptions are not refunded within a period of time determined by the unclaimed property laws of your location of residence, BitPay may be required to report these funds as unclaimed property to the applicable jurisdiction. As permitted by law, BitPay reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds.
9. Payment Protocol Enabled Wallets
BitPay recommends using a cryptocurrency wallet that has enabled the BitPay Payment Protocol. Using such cryptocurrency wallets helps to prevent Underpayments and Overpayments. Further, such cryptocurrency wallets may be required to complete in-store payments. Although Payment Protocol-enabled cryptocurrency wallets are always recommended, for e-commerce, BitPay also supports payments from cryptocurrency wallets that are not payment protocol enabled. More information on Payment Protocol enabled cryptocurrency wallets is available here: support.bitpay.com/hc/en-us/articles/115005701523-Which-wallets-work-best-for-a-BitPay-payment-.
10. BitPay ID
11. Additional Payment Review
From time to time, BitPay is required to perform additional reviews of particular transactions. Such reviews may be required due to BitPay’s anti-money laundering and sanctions compliance programs. Other times, BitPay’s banking partners may require additional diligence. Such payment reviews are most common with large transactions. Whenever possible, BitPay will provide prompt notice to you if additional payment review is required. Additional information may be required from you in connection with such a review, and such information will be subject to BitPay’s Privacy Notice. You agree to cooperate with our requests for such additional information. If you fail to provide the required information, you acknowledge that we will be unable to complete your transaction and that BitPay will not be liable for such transaction failing.
12. Wallet Security
BitPay will never request your cryptocurrency wallet recovery keys, passphrases or security keys, and none of these are required to make a payment using the Payment Services. You are solely responsible for maintaining the security of your cryptocurrency wallet, including ensuring that the devices on which you maintain and/or access your cryptocurrency wallet are free from viruses, malware or other compromising code.
13. Disclosures to New York Residents
DISCLOSURE: Material Risks of Virtual Currency Disclosure Under 23 NYCCR 200.19
While there are material risks from various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments), BitPay discloses the following:
- Virtual Currency (like Bitcoin) is not U.S. legal tender, it 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;
- 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;
- Transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- 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 Shopper initiates the transaction;
- 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;
- There is no assurance that a Person who accepts a Virtual Currency as payment today will continue to do so in the future;
- 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;
- The nature of Virtual Currency may lead to an increased risk of fraud or cyber attack;
- The nature of Virtual Currency means that any technological difficulties experienced by BitPay may prevent the access or use of a Shopper’s Virtual Currency; and
- 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.
14. Special Notice for New York Residents
The New York State Department of Financial Services will also accept complaints from New York Residents (a defined term in the BitLicense) regarding BitPay:
- Phone: 1-800-342-3736
- Mailing Address: 1 State Street, New York, New York 10004-1511
- Website: www.dfs.ny.gov/complaint
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PAYMENT SERVICES ARE 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 BITPAY OR ITS AFFILIATES 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 PAYMENT SERVICES, REGARDLESS OF WHETHER BITPAY OR ITS AFFILIATES KNEW OR HAD REASON TO KNOW OF SUCH CLAIM, DAMAGES OR LIABILITY.
IN NO EVENT WILL BITPAY OR ITS AFFILIATES BE LIABLE FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PAYMENT SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE SHOPPER TERMS, 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. FOR CUSTOMERS CONTRACTING WITH BITPAY B.V., WHILE BITPAY DISCLAIMS LIABILITY FOR LOST PROFITS AND INDIRECT DAMAGES, BITPAY B.V. DOES NOT OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
16. Limitation of Liability
TO THE EXTENT NOT OTHERWISE DISCLAIMED, IN NO EVENT SHALL BITPAY’S CUMULATIVE LIABILITY TO YOU EXCEED THE LESSER OF (A) THE AMOUNT OF ITS PROFITS MADE FROM THE PAYMENT GIVING RISE TO OR ASSOCIATED WITH THE APPLICABLE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS (US$500).
17. Governing Law, Arbitration and Class Action Waiver
If your contractual relationship is with BitPay, Inc., these Shopper Terms, and their application and interpretation, shall be governed exclusively by the laws of the State of Georgia, without regard to its conflict of law rules, and the United States. Further, the Federal Arbitration Act and federal arbitration law apply to these terms. If your contractual relationship is with BitPay B.V., then these Shopper Terms, and their application and interpretation, shall be governed exclusively by the laws of The Netherlands, the European Union, and without regard to their conflict of laws rules. If you are acting as a consumer, and your contract is with BitPay B.V., this choice of law leaves unaffected mandatory statutory consumer protection regulations in your country of residence.
a. Disputes from BitPay, Inc. Shoppers
Claims brought by a Consumer: To the extent that your claim meets the applicable jurisdictional requirements, you may choose to pursue your claim in small claims court so long as the claim remains a small claim and is addressed on an individual basis. Except for small claims, any dispute arising in connection with these Shopper Terms, use of the Payment Services or our contractual relationship, regardless of type or nature, whether brought by you or BitPay, shall be resolved exclusively by binding arbitration, on an individual basis, pursuant to the American Arbitration Association’s rules of arbitration for consumer-related disputes (accessible here: https://www.adr.org/sites/default/files/Consumer%20Rules.pdf ). At your request, arbitration may be conducted in person, by telephone or video conference, and may be decided on written briefs, without oral hearings. If the arbitration is held in person, the proceedings will be conducted in your city or county of residence, or in a mutually agreeable location. The arbitrator may award any relief that a court of competent jurisdiction could award and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. To the extent permitted by law, the prevailing party in any action or proceeding to enforce these Terms, any arbitration pursuant to these Terms, or any small claims action shall be entitled to costs and attorneys' fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law.
Claims brought by a Business: Any controversy or claim arising out of or relating to these Shopper Terms, or the breach thereof, regardless of the type of claim, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall occur in Atlanta, Georgia. The parties shall evenly divide the costs of the arbitrator and the proceeding, but shall otherwise each be responsible for their own attorney, expert and other costs and expenses.
All claims: Any arbitration shall be heard before a single arbitrator, and shall be conducted exclusively in the English language. Any disputes as to the interpretation, application or scope of this arbitration provision shall be determined solely by the arbitrator, and not by a court or judge.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). YOU AGREE THAT THERE MAY BE NO CLASS ARBITRATION. BY AGREEING TO THESE TERMS YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, HAVE A TRIAL BEFORE A STATE OR FEDERAL COURT (EXCEPT AS TO CONSUMERS BRINGING SMALL CLAIMS ACTIONS) OR TO HAVE ANY TRIAL BY JURY.
If the foregoing Class Action Waiver becomes unenforceable, then this arbitration provision shall be struck in its entirety, and any claims shall be subject solely to the jurisdiction and venue of the state and federal courts located in Fulton County, Georgia. The parties consent to such jurisdiction and venue, and waive any defense or objection thereto, including any claim of inconvenient forum.
b. Disputes from BitPay B.V. Shoppers
Under Dutch law you have a statutory legal responsibility to verify correct performance by us and to complain about any defects in the performance of our obligations. You hereby agree to verify correct performance by us and to complain about any defects in the performance of our obligations to us in writing within six (6) months after you have received our Payment Services. Defects that are not reported to us within this complaints period of six (6) months will be qualified as lapsed and can no longer be invoked against us.
Any claim against us, including but not limited to claims for damages, claims based on undue payment or claims regarding the performance of our obligations to you, is subject to a limitation period of twelve (12) months.
Claims brought by a Consumer: Any controversy or claim arising out of or relating to these Shopper Terms, or the breach thereof, regardless of the type of claim, shall be settled by the competent court.
Claims brought by a Business: If your contractual relationship is with BitPay B.V. and a disagreement or dispute arises that in any way involves the Payment Services or the Terms and cannot be resolved between the parties with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Rules of Arbitration. The seat of such arbitration shall be Amsterdam, The Netherlands. The arbitration will be conducted before a single arbitrator in the English language. Proceedings shall occur virtually or, if in person, in Amsterdam, The Netherlands, or such other location as may be agreed upon by the parties. The parties shall evenly divide the costs of the arbitrator and the proceeding, but shall otherwise each be responsible for their own attorney, expert and other costs and expenses.
Any court proceedings in The Netherlands before, during or after the arbitration will - to the extent allowed by law - exclusively be dealt with by the Amsterdam District Court or the Amsterdam Court of Appeal, whichever has jurisdiction, following proceedings in English before the Chambers for International Commercial Matters (Netherlands Commercial Court, which consists of the NCC District Court, the NCC Court in Summary Proceedings and the NCC Court of Appeal). The NCC Rules of Procedure (see www.ncc.gov.nl) apply to these proceedings. This clause is not intended to exclude Supreme Court appeal.
BitPay reserves the right to update these Shopper Terms from time-to-time by posting revised Shopper Terms to its website. In some instances, upon an update to these Shopper Terms, BitPay may notify you via email, push notification and/or website pop-up. By using the Payment Services, you accept the then effective Shopper Terms. If any provision of these Shopper Terms is deemed invalid or unenforceable under applicable law, then that provision shall be conformed to law so as to achieve the original intent to the extent possible. If the provision cannot be conformed, it shall be struck from these Shopper Terms to the extent necessary, and all other provisions shall remain in full force and effect. Any failure to enforce any provision of these Shopper Terms on any occasion shall not act as a waiver on that or any other occasion of that or any other provision. As to their subject matter, these Shopper Terms (including any other terms or notices incorporated herein by reference) comprise the entire agreement between you and BitPay. If you have any questions, complaints, or need customer support, you may contact BitPay via post at BitPay, Inc., 8000 Avalon Blvd, Suite 300, Alpharetta, Georgia 30009, USA, or BitPay B.V., Stadsplateau 7 WTC office 7, 3521 AZ, Utrecht, The Netherlands; via email at email@example.com, or using our online support wizard at bitpay.com/request-help/wizard.