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Merchant Terms of Use

These Merchant Terms of Use (the "Terms") govern the use of the products, services or any other features, technologies or functionalities related to Oobit Pay Service provided by Oobit ("Oobit", "we", "our", or "us") through Oobit's website, API or through any other means to you (the "Merchant" "you" or "your"). By using the Services, you accept these Terms and agree to be bound by them, confirm that you have read, understood, and accepted all of the provisions contained herein.

1. Our Services

Oobit is a blockchain/cryptocurrency payment processor that provides an easy, convenient and fast Service through the Oobit mobile Application (the: "App") or website for transferring, receiving or requesting Crypto between Oobit users or between external contacts and enables you to accept cryptocurrencies as a payment method in exchange for goods or services you sell to your customers ("Shoppers") (the: "Services").

By using the Services, you authorize Oobit to act as your agent and to take any and all actions that we think are necessary or desirable to provide the Services and to comply with applicable laws and regulations. Payment by a Shopper to Oobit is considered the same as payment made directly to you and limits the Shopper's outstanding obligations to the extent of the payment.

2. Contracting Entity and Regulatory Compliance

The use of the Services is subject to the laws and regulations regarding the prevention of money laundering and terrorist financing. Oobit maintains a comprehensive AML Sanctions compliance program, the Merchant agrees and acknowledges that the use of the Services will comply with such laws and regulations, as summarized in our AML policy.

3. Representations and Warranties

You represent and warrant that:

  • -The individual accepting these terms on behalf of the Merchant is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant hereto;
  • -You have all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and your use of the Services;
  • -Your business entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify;
  • -Your use of the Services will not contravene any applicable international, state or local laws or regulations, including tax laws and regulations;
  • -You ensure that your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations;
  • -Your use of the Services will violate neither these Terms nor any other applicable terms of use; and
  • -All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete.

4. Your Merchant Account ("Account")

4.1 Account Opening and Registration

As part of establishing a Oobit Merchant Account, you may be asked to submit business-related information such as name, mailing address, physical address, phone number, email address, information relating to the ultimate beneficial owner(s) or the individual(s) having significant control over the business, legal name, company website, bank account details to be used for settlement of transactions made using the Services, the nature of your expected transactions, and your field of industry. You may be asked to submit additional information and/or documents to enable us to verify your identity and assess business risk, such as entity formation documentation, compliance program documentation, and information regarding your Shoppers.

The information you provide at the time of opening the Account must be accurate and complete, and you must inform us within seven (7) business days of any changes to such information. Oobit has the right to reject your Account registration, to later close your Account, or to restrict the provision of the Services to you if you do not provide and maintain accurate, complete and satisfactory information.

4.2 Transaction Processing Limits

Oobit does not impose daily or annual transaction processing volume limits per Account. Once You complete the full KYB (business identity check), we will allow You to accept crypto with no amount limit.

4.3 Prohibited Use and Business

4.3.1 Prohibited Use

In connection with your use of the Services, and your interactions with other users and third parties, you agree you will not engage in the following Prohibited Uses. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at compliance@oobit.com.

  • -Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, including applicable sanctions programs, or which would involve proceeds of any unlawful activity; activity which would publish, distribute or disseminate any unlawful material or information.
  • -Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other customers' Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Service; use information of another party to access or use our computer systems, networks or sites; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of Oobit; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.
  • -Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
  • -Fraud: Actions which operate to defraud us, our users, or any other person; provide any false, inaccurate, or misleading information to us.
  • -Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of any Oobit intellectual property, name, or logo, including use of Oobit trade or Service marks, without express consent from Oobit or in a manner that otherwise harms Oobit or any Oobit brand; any action that implies an untrue endorsement by or affiliation with Oobit.

4.3.2 Prohibited Business

In addition to the Prohibited Uses, the following categories of businesses, business practices, and items for sale are prohibited from the Services. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into a Prohibited Business category. If you are uncertain as to whether or not your use of the Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at compliance@oobit.com.

  • -Drugs and drug paraphernalia (e.g., narcotics, controlled substances, and any equipment designed for making or using drugs);
  • -Marijuana/cannabis dispensaries and related products and businesses;
  • -Weapons, munitions, gunpowder and other explosives (including fireworks);
  • -Toxic, flammable, and radioactive materials;
  • -Pseudo-pharmaceuticals;
  • -Substances designed to mimic illegal drugs;
  • -Sexually explicit content;
  • -Sexually-related services;
  • -Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;
  • -Items used for speculation or hedging purposes (such as derivatives);
  • -Credit and collection services;
  • -Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents, including counterfeit or unauthorized goods;
  • -Products and services with varying legal status from state to state;
  • -Transactions that disclose the personal information of third parties in violation of applicable law; and
  • -Transactions related to cloud-mining.

4.4 Restricted Business

If you engage in any of the following categories of businesses, business practices, and items for sale, you will only be allowed to transact as expressly authorized by us and may be required to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories. If you are uncertain as to whether or not your use of the Services involves a Restricted Business, or have questions about how these requirements apply to you, please contact us at compliance@oobit.com.

  • -Charitable organizations;
  • -Religious/spiritual organizations;
  • -e-Wallets;
  • -Foreign and currency exchange services;
  • -Sale or trade of cryptocurrencies;
  • -Transactions associated with purchases of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products; and
  • -Transactions involving gambling or any activity requiring an entry fee and a prize, including but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, if you and your Shoppers are located exclusively in jurisdictions where such activities are permitted by law.

4.5 Guarding Your Password

You will choose a password when registering for your Account. You are responsible for maintaining the confidentiality of your password and Account access credentials. You are fully responsible for all activities that occur with the use of your password or Account. Please notify us immediately if you become aware of any unauthorized use of your password or Account or any other breach of your security which may compromise your password or Account. You may not allow third parties or unauthorized users to use your Account. 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 notify Oobit of a security breach regarding your password or Account by emailing us at support@oobit.com

4.6 Records

4.6.1 Our Obligations

Oobit will maintain records of all documentation and information related to your Account for the duration that your Account is active.

4.6.2 Your Obligations

You are required to maintain all records needed to fulfill orders for goods or services and provide post-sale support to your Shoppers.

4.6.3 Request for Documentation and Right to Inspect Records

Oobit or its auditors, an appropriate regulator, or other relevant competent authority may request to obtain and inspect certain of your business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If you refuse such a request, we reserve the right to suspend or terminate your Account.

4.6.4 Information Sharing

You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies. We hereby also authorize you to share information about us and our Services to you with law enforcement, regulators and government agencies.

4.7 Account Suspension and Closure

4.7.1 Your Right to Close Your Account

You may close your Account anytime. 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.

4.7.2 Our Right to Decline, Suspend, or Close Your Account

We reserve the right to decline to provide our Services to you or immediately suspend or close your Account, without notice, if we learn or reasonably suspect, in our sole discretion, that you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations, these Terms, and/or our other applicable terms of use, including but not limited to a violation of Section 4.3, Prohibited Use and Business, or Section 4.4, Restricted Business. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

Oobit reserves the right to terminate accounts which receive excessive Shopper complaints (see Section 12.1, Shopper Complaints).

4.7.3 Effect of Account Closure

If your Account is closed for any reason, you agree: (a) to continue to be bound by surviving portions of these Terms, (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) to remove from your website, apps and marketing materials and will discontinue using any Oobit service marks, logos or other branding, (e) that we will retain certain information and Account data as required under applicable laws and regulations, and (f) that we shall not be liable to you or any third party for termination of access to the Services, closure of an Account, or retention of information or Account data.

5. Your Use of Third-Party Services

In using the Oobit website or the Services, you may separately be offered additional services, products or promotions by third parties. If you decide to use any of 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 third-party services and are not responsible for the performance of third-party services or servicers.

6. Security and Wallet Security

6.1 Security

We have implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. Our security measures include risk assessments and controls for the following: application and system access, system and application development and maintenance, acceptable use, data classification, incident response, disaster recovery and business continuity, and security training. 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. If we reasonably suspect or we become aware of a breach of our security measures that may have impacted you, your Account or your information, we will provide you with notice within 72 hours of gaining such suspicion or becoming aware of such breach. Such notice will be provided to your email address included in your Merchant profile.

6.2 Digital Wallet Security

Shoppers sending cryptocurrency payments and Merchants receiving settlements in cryptocurrency need to have a digital wallet. A digital wallet is a piece of software enabling a user to store encrypted private keys, used to sign transactions to access funds.

Shoppers and Merchants may use any cryptocurrency wallet to store their funds, including the Oobit personal account. Shoppers can choose if they want to pay via any Digital wallet or immediately by Oobit personal account ( App ). Oobit does not endorse or vouch for the quality or security of any third-party wallets. The wallet owner is solely responsible for safekeeping passwords and private keys used to access their wallet, as well as maintaining the security protocols and updates on devices used to download and use their wallet. If a Shopper or Merchant chooses to use Oobit personal account, they do so subject to the Oobit Pay Terms of Use.

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

In the event your account balance gets settled to a wallet that becomes compromised or inaccessible, or in the event a Shopper's wallet becomes compromised or inaccessible, it is up to you to decide how to handle any inquiries or potential claims. Oobit does not get involved in resolving such issues.

7. Privacy and Data Protection

Our Privacy Notice, including our GDPR terms, is available at https://www.oobit.com/privacy , and is incorporated by reference into these Terms.

8. Ownership and Use of Services and Intellectual Property

You agree and acknowledge that we own all right, title, and interest in the Services, the associated software, technology tools and content, the Oobit service marks and logos, the Oobit website, the content displayed on the website, and other materials produced by Oobit (collectively, “Oobit IP”). You are only permitted to use the Services and Oobit IP to offer the Services to your Shoppers, according to these Terms. We grant you a personal, limited, revocable, non-exclusive and non-transferable license to use Oobit IP. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare Oobit IP or any portion thereof, or use Oobit 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 Oobit IP, nor shall you translate, reverse engineer, decompile or disassemble Oobit IP.

9. Advertising and Marketing

With your prior written approval, we may publish your corporate name, URL, artwork, text, logo, case studies, and other publicly available information about your business ("Content") in Oobit's promotional materials, marketing channels and business directory. A third party may use Oobit's publicly available 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. We may also request a testimonial or quote in the form of a blog post, promotional material, press release, or interview, and/or a reference. You have no obligation to provide Content, a testimonial, quote or reference. Upon mutual agreement, you and Oobit may engage in a separate marketing campaign.

You represent and warrant to us that you have the right to provide the Content to us, and that the use, copying, modification and publication of the 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 otherwise violate any law.

10. Invoices

10.1 Invoice Generation and Competitive Exchange Rate Guarantee for Your Shopper

In order to accept a cryptocurrency payment, you need to create a payment request (“Invoice”) using the Services, based on the amount you want to collect in your settlement currency, or in any of the supported cryptocurrencies. Oobit's hosted invoice user interface must be displayed to the Shopper during checkout.

When Oobit processes payments, we use Oobit's exchange rate. Once a shopper starts the payment process on Oobit's checkout page, the Shopper will receive a limited time frame, displayed by a timer, on the QR code page. The Shopper has to complete the transaction by the end of the displayed time frame.

While we guarantee the exchange rate for the Shopper as long as the Shopper pays within such a time window, you agree that you assume the volatility risk of your settlement currency. For example, if you ask us to collect 75.00 Euro and the Shopper sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly 75.00 Euro, minus our fee, but we do not guarantee the future value of the Euro (or any other fiat currency) relative to any benchmark. Similarly, if you elect to receive some or all of your settlement in cryptocurrency, we do not guarantee the future value of that cryptocurrency relative to any benchmark.

10.2 Invoice Completion

An Invoice is considered “complete” by us if it has been fully paid by the Shopper, the corresponding transaction has reached our required number of block confirmations, and the payment has been credited to your Account.

The number of confirmations required for a transaction depends on several factors, including the blockchain being used and our internal analysis of risk.

We employ risk mitigation techniques such as Eliptic, a Blockchain Analytics service to detect fraudulent payments, such as payments that are at risk of never receiving the required number of block confirmations. However, these measures do not completely eliminate the risk associated with unconfirmed payments.

A confirmed Invoice means that payment has been made and the required block confirmations have occurred, such that the transaction has passed our risk validation measures, but it still needs to be credited to your Account.

You have the option to inform your Shopper that you have accepted the Invoice as paid before Oobit deems the Invoice completed, e.g. an Invoice payment that is not confirmed. Oobit is not liable for settling Invoices which are not considered fully paid and complete. In other words, if you accept a payment before it is credited by us to your Account ledger, we are not required to settle with you if we determine that the payment was fraudulent or otherwise invalid.

10.3 Oobit Supported Cryptocurrencies

Oobit may add new cryptocurrencies to the Services. Additional cryptocurrencies will be added to the Services on an opt-out basis, such that they will be enabled by default unless you instruct Oobit to disable them. In addition, there may be circumstances that cause Oobit to decide to remove a particular cryptocurrency as a payment option.

10.4 Payment Exceptions

On the QR code (payment page) in the Oobit App, few scenarios may occur ("Payment Exceptions"):

  • -"Payment Paid On-time" - payment process was successfully completed.
  • -"Invoice Paid Out of time" - the payment was received out of the allocated time frame and partial fees are missing to complete full payment.
  • -"Partial payment" - partial payment was received and fees are missing to complete full payment.
  • -"No payment detected" - No payment was detected by Oobit.
  • -"Timed Out" - payment time has expired.

Shoppers will automatically receive a notification via email and/or SMS messaging and/or push notification from Oobit in order to claim the missing fees as applicable.

10.4.1 Partial payment

Partial payment cannot fulfill an Invoice in full. To complete the transaction, the Shopper will need to click on the "Complete payment" option and complete the transaction. In case the time frame for payment was expired, the Shopper will have to generate a new invoice. The new Invoice will provide the Shopper with a new payment amount based on the then-current exchange rate and a new time window in which to complete the payment.

10.4.4 Unsupported Payments

Unless explicitly mentioned on our website or in this Agreement, we do not support or process payments for unsupported coins, tokens, or blockchain forks, collectively known as “Unsupported Payments” ("Unsupported Payments"). Shoppers should not pay an Invoice with Unsupported Payments. If a Shopper transmits Unsupported Payments, the Shopper may lose any perceived value in the Unsupported Payments. Additionally, Oobit assumes no responsibility whatsoever with respect to Unsupported Payments and Shoppers will not be able to recover Unsupported Payments from Oobit.

10.5 Delayed Settlement

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

10.6 Account Information

You will have access to Account information via your dashboard detailing the following:

  • -Activity overview
  • -Full transactions details
  • -Setting, include the tech details that are needed for integration, an option to link a bank account for settlement, and more.

You can connect to the service (technically) by a simple API. Should you identify an error, please notify us as soon as possible.

11. Refunds

11.1 General Procedures

Oobit can facilitate cryptocurrency refunds to Shoppers 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 based upon the value in which the relevant goods and/or services were priced (pricing currency) or the amount of the applicable cryptocurrency used to pay the Invoice (payment currency). Refunds will be remitted in the same cryptocurrency used to pay the Invoice. If you do not have enough funds in your Account to cover pending refund requests, we may require you to make a bank deposit to an account specified by us. Any required currency conversion during the refund process will be calculated at a spot rate determined by us.

11.2 Disclosure of Merchant Refund Policy

Oobit is not responsible for merchant refund policies, or for verifying that such policies conform to applicable law. We suggest merchants provide a clear refund policy to 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). For refunds in amounts based upon the fiat pricing currency (i.e., the fiat price for the applicable goods/services), Oobit will convert the value of the currency in which the item was priced to the applicable cryptocurrency using the exchange rate at the time the refund is sent to the Shopper.

12. Complaints

12.1 Shopper Complaints

If we receive a complaint from a Shopper and it relates to you or the purchased goods/services, we will send it to you for resolution. We reserve the right to terminate Merchant accounts that receive excessive complaints (see Section 4.7.2, Our Right to Decline, Suspend, or Close Your Account).

12.2 Merchant Complaints

Merchants that wish to register complaints regarding our Services should contact us via: complaints@oobit.com

13. Settlement

13.1 Methods of Settlement

The settlement will be made automatically by us once a month to your bank account according to the details you have provided. Oobit will clear payments from your Shoppers to you over the cryptocurrency peer-to-peer payment network and credit your Bank account according to the details you established in your Dashboard. The debits and credits to your Account are funds temporarily held by Oobit until settlement to your bank account can take place. You will receive all settlement in Euro to your bank account. You can choose whether to be exposed to the exchange rate of any cryptocurrency received from a specific transaction or convert each transaction to fiat money (Euros).

13.2 Your Bank Account

You will be required to provide us with your bank account information for accounting purposes.

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, nor will we be liable or responsible for any errors in the account or address information that you have provided to us.

14. Fees

We minimize or eliminate fees wherever we can, there is 0% fee for core transactions like sending or receiving crypto between Oobit users and businesses. Information about the fees we do charge can be found here: https://www.oobit.com/fees.

15. Indemnification

You agree to indemnify Oobit, 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 Shopper, a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.

16. No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE PROVIDE THE 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.

17. Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE 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 FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS 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 APPLICABLE LAW.

18. Miscellaneous

18.1 Taxes

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

18.2 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.

18.3 Severability

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

18.4 Waivers

A party's failure to assert any right or provision in the 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.

18.5 Entire Agreement

The Terms, including other of Oobit's terms referenced herein, represents the entire understanding between you and us. Headings are included for convenience only and shall not be considered in interpreting the Terms.

18.6 Notices

Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Oobit may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Dashboard. Notices to Oobit may be sent to support@oobit.com.

18.7 Governing Law;

All matters relating to the Service, Website or any particular Product and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Lithuania without giving effect to any choice or conflict of law provision or rule (whether of Lithuania or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the courts of Lithuania although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venues in such courts, unless the prevailing legislation allows otherwise (and then only to the extent allowed under such prevailing legislation).

18.8 Updates to Terms

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

18.9 Force Majeure

Neither party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemics, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

18.10 Confidentiality

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

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

18.11 Survival

The provisions of Sections 3 (Representations and Warranties), 4.7.3 (Effect of Account Closure), 6 (Security and Wallet Security), 7 (Privacy), 8 (Ownership and Use of Services and Intellectual Property), 9 (Advertising and Marketing), 10.5 (Delayed Settlement), 15 (Indemnification), 16 (No Warranties), 17 (Limitation of Liability), and 18 (Miscellaneous) shall survive the termination of these Terms.

18.12 No Joint Venture or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any joint venture between the Parties, and other than the limited agency established in Section 1, nothing is intended to establish either Party as an agent of the other.

18.13 Business Days Defined

For the purposes of these Terms, a business day shall be standard business hours on any day excluding Saturday or Sunday.

Questions and contact information

If you need to contact us or have any questions on our Terms, you may contact us as follows:

Email: legal@oobit.com

Attention to: Legal Team

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