INTRODUCTION

These Terms of Use constitute a legally binding agreement between you (hereinafter referred to as “you”, “your”, “yours”, “Customer”) and our Company CALYPSO PAY LTD. (hereinafter referred to as “we”, “our”, “ours”, “Company”), a company incorporated in British Columbia, Canada, under Incorporation number: BC1269562, having its registered address at: 202 - 346 Lawrence Ave, Office 107, Kelowna, BC V1Y 6L4, Canada, and operating under the Money Services Business (MSB) license number: M20594996, issued and regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).

Our Company acts as a payment facilitator engaged in the processing of payments authorized by FINTRAC to render services in: foreign exchange dealing, money transferring, dealing in virtual currencies, PSP (hereinafter referred to as the “Services”).

The services are rendered through our website: https://empayre.com/ (hereinafter referred to as the “Website”), the use of which falls within the scope and is governed by these Terms of Use. Empayre is the brand name of the Company under which the services are rendered in accordance with these Terms of Use.

To be able to have an access to our Services you should be registered as a Merchant and accept these Terms of Use along with our Privacy Policy and Cookie Policy made available through the Website. By visiting the Website and opening a Merchant Account with us you agree that you have read attentively, understood and accepted these Terms of Use together with the Policies. In case of disagreement you should refrain from using our Website and registering an Account with us.

If you have any doubts or questions regarding the sections or subsections of these Terms of Use, please contact us via email at support@empayre.com before beginning to use the Services.

DEFINITIONS

• Acquiring Bank
means any bank or partner financial institution participating in the processing of Transactions in accordance with these Terms of Use, at which the Company collects and/or deposits Transactions for clearance in support of the Services;
• Agreement
means an agreement, including, but not limited to, Online Payment Services Merchant Agreement, separately entered into by the Company and the Merchant for the provision of the Services to the Merchant, including these Terms of Use and all Annexes, Addendums, Appendices, Additional Agreements and other documents appended thereto by reference;
• Affiliate
means any subsidiary, affiliate, officer, director, representative, agent, and employee;
• Confidential Information
means any information acquired in relation to, or as a result of, these Terms of Use and the Agreement and its terms, or that pertains to the trade secrets of the Company and/or the Customer, which is designated as “confidential” or which by its nature is confidential, howsoever presented, whether in oral, physical, or electronic form, and which is disclosed by one party to another hereunder, including, but not limited to, pricing and specifications relating to the Services;

Exclusions to Confidential Information are:
a. Information that becomes publicly accessible either on or after the date the Agreement is signed;
b. Information that is already publicly available without any wrongdoing by either the Company or the Customer;

• Merchant
means a legal entity that wishes to connect to the Services to sell goods and/or services through the Merchant Website and creates a Merchant Account with the Company’s system;
• Merchant Account
means an account opened to the Merchant and maintained by the Company in the Company’s internal system for administration and reconciliation of the Services;
• User
means any person who desires to purchase goods and/or services from the Merchant Website and makes payment for the same over the Internet;
• Merchant Website
means the Merchant’s website(s), established and used by the Merchant for the purposes of enabling its Users to place orders for purchase of goods and/or services through the Internet, indicated separately by the Merchant during the onboarding procedure;
• Payment Methods
means various ways of enabling payments by Users to the Merchant on the Merchant Website for its goods and/or services;
• Transaction
means a money transfer transaction, initiated by the User for the purchase of goods and/or services provided on the Merchant Website, made with a Payment Instrument, and which is processed by the Company as a part of the provision of the Services;
• Fees
mean fees charged by the Company to the Merchant for the provision of the Services, including, without limitation, those charged by the Company for the processing of Transactions;
• International Payment System (IPS)
means the international payment system Visa or Mastercard or other as may be applicable from time to time;
• Alternative Payment Method System(s) (APM System)
means a framework that encompasses one or more APMs, and includes duly authorized associated entities, organizations, software, and other related components of payment processing;
• International Payment System(s) Rules (IPS Rules)
mean any and all forms of provisions, including rules, guidelines, instructions, and recommendations, that pertain to, but are not limited to, Visa and/or Mastercard. These provisions govern aspects such as trademark usage, Transactions processing, technical standards for data handling related to Transactions, and other stipulations concerning Card acceptance or the execution of Original Credit Transactions (OCTs).

GENERAL TERMS AND CONDITIONS

1. Our Company acts as an MSB and can be treated neither as a bank nor as a credit institution. At the same time, funds going through the Merchant Accounts cannot be considered deposits and can only be used to conduct and settle Transactions.

2. Our Services include processing of payments made either by card or by means of alternative Payment Methods stipulated on our Website or communicated separately by our business team when negotiating terms of potential integration with the Services.

3. To begin to use our Services you shall register a Merchant Account with us and make sure that you comply with the following provisions:

3.1 You are only entitled to execute Transactions with your Users duly authorized to make payments through the Merchant Website(s), always in compliance with the law: all Transactions must be legal in both your jurisdiction and the User’s jurisdiction, under no circumstances shall illegal Transactions be allowed. You must not initiate a Transaction that you know or should have known is fraudulent or unauthorized by the User.

3.2 You hereby confirm that it is your responsibility to identify that a Transaction is erroneous or suspicious, you should examine it and, if applicable, contact the User before the execution or completion of the Transaction. Thus, you hereby agree that you are solely and fully responsible for any damages caused by any erroneous, deceptive, fraudulent, contested or not performed Transactions in accordance with these Terms of Use.

3.3 You hereby confirm that under no circumstances will our Company be responsible for any information placed on your website along with goods and/or services that you publish, sell and/or that your Users acquire through the Services, by confirming this you assume full responsibility for the nature and quality of the goods and/or services you provide.

3.4 You hereby confirm that under no circumstances will our Company be responsible for monitoring the legality of your business model and your goods and/or services, you are fully responsible for verifying that your business complies with all applicable legislation and that you have received all necessary permits and licenses. We reserve the right at our own discretion to refuse to render the Services where the necessary permit and/or license is not duly obtained and provided during the onboarding procedure.

4. You hereby confirm that:
a. Neither you nor your Affiliates have ever faced charges and/or participated in any proceedings related to money laundering, financing and supporting terrorism, or any other criminal activities;
b. Neither you nor your Affiliates are currently, nor have ever been, subjected to any local or international financial sanctions;
c. You are not in a state of bankruptcy, receivership, debt collection, or any other claims from third parties and/or government authorities;
d. Neither you nor your Affiliates will use the Services and your Merchant Account with us for any criminal, fraudulent, violent and/or illegal purposes.


5. We reserve the right, at our own discretion, to stop supporting and/or offering any Payment Instrument and/or processing any currency as we may deem appropriate. You hereby acknowledge and agree that this might happen as a result of any Acquiring Bank suspending or cancelling particular Payment Instrument, change the characteristics thereof and/or change the acceptance criteria upon which they make such Payment Methods available.

6. We reserve the right to unilaterally amend and modify these Terms of Use from time to time at our own discretion with or without notification. All updates and revisions will be accessible through the Website, so please check it carefully to stay informed of the latest changes.

7. We reserve the right to choose not to offer any Services to you, either to enter or not into the Agreement or any other agreements with you, suspend or disable the Services at our own discretion with or without notification.

USE OF SERVICES

1. You will be able to use the Services once you successfully complete our compliance (KYC – Know Your Customer) onboarding procedure and open a Merchant Account with us.

2. You must use the Services in a lawful manner and ensure that you comply with any and all laws, regulations, rules and guidelines applicable to such use of the Services and the processing of Transactions. This may include, without limitation, compliance with IPS/APM Rules, Acquiring Bank Regulations, any national and international laws on the use or provision of financial services, consumer protection, unfair competition, anti-money laundering, data privacy and false advertising.

3. You hereby acknowledge and agree that you may not use the Services as well as any of our software and/or system:
a. for any purpose other than as receiving online payments for your goods and/or services on the designated Merchant Website(s);
b. for any illegal gains, including, but not limited to, illicit use of credit cards, for the purposes of money laundering, terrorist financing, fraud, purchase or sale of illegal and counterfeit products and/or services, or any other financial crime;
c. for any illegal purposes and/or by any means that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction of any third parties;
d. to submit to our system Transactions on behalf or for the benefit of any third parties;
e. to alter, copy, modify or tamper with any software or any other intellectual property object provided or used by the Company for the provision of the Services;
f. to make any Transactions which are not in accordance with the declared types of Transactions as may be separately enforced from time to time by the Company.

4. We reserve the right to issue a separate list of prohibited activities as well as to implement categories of prohibited Transactions at our own discretion depending on the Payment Methods.

5. You are obligated to visibly and transparently display the following information on the Merchant Website(s) and keep the Company continually informed of:
a. where applicable, the brand mark of the International Payment System in full color to indicate its acceptance;
b. the comprehensive description of the products and/or services, along with relevant terms and conditions;
c. the thorough outline of the refund, return, and cancellation policies as well as delivery and data privacy policies;
d. the “Accept” button or equivalent, confirming that the User has agreed to the refund/return policy;
e. User support contact details, including an email address and/or phone number;
f. your incorporation details;
g. security protocols for transmitting sensitive payment or personal information, specifically when the Payment Method involves credit/debit cards or other sensitive User details.

6. If we believe that you have been involved in any activities mentioned in a.-f. of the point 2.5 above, we may undertake a number of steps to protect the Company, our customers and other members of payment processing at any moment and at our own discretion. We may undertake the following steps, without limitation:
a. suspend, reverse, or withhold any Transaction/payment and/or fully or partially block, suspend, or terminate the Merchant Account and/or the provision of the Services to you as well as to refuse to provide you with the Services in the future;
b. request reimbursement of any fines and charges imposed on the Company by the IPS/APM Systems, Acquiring Banks and others; We may also withhold any funds for as long as this would be necessary to settle current and future chargebacks or refunds;
c. share any information related to such activities with the IPS/APM Systems, the Acquiring Banks, any relevant financial institution, regulatory authority or law enforcement agency; such information may include, without limitation, information about you, your Merchant Account, your Users and the Transactions submitted and processed when using the Services.

MERCHANT ACCOUNT

1. In order to setup your Merchant Account you will be required to create log-in credentials and provide certain types of personal information and documents. We reserve the right to request any additional information and/or documentation at any stage of the onboarding procedure and further after the Merchant Account is opened.

2. To provide our Services appropriately we need to request, record, store, process and transfer your personal data as set out in our Privacy Policy. We act as a “data controller” in accordance with applicable Canadian data protection regulations.

3. You shall ensure that all the information and/or documentation provided shall be full, correct and up-to-date. Under no circumstances will our Company be responsible for the completeness and correctness of any such information and/or documentation. You shall confirm the accuracy and/or update such information and/or documentation from time to time upon the request of the Company and duly notify the Company if any changes hereto take place.

4. We reserve the right either to grant you the Merchant Account or reject your application at our own discretion without stating the reasons for such rejection.

5. You will only be able to open one Merchant Account with us, no duplicate or joint accounts are allowed.

6. You are prohibited from disclosing your credentials to any third person and/or letting anyone access your Merchant Account or watch you access it. You are solely responsible for the loss or misuse of any of your personal details and/or credentials, including exclusive liability for any consequence of their use by any unauthorized persons. By accepting these Terms of Use you agree to notify us as soon as possible of any loss, leak or theft regarding your personal details, documents or credentials.

7. We reserve the right to terminate the Agreement and close your Merchant Account with or without notification for any reason in case there are sufficient grounds to believe that you use our Services contrary to these Terms of Use, including, but not limited to, fail to pay the Fees, comply with registration requirements, provide accurate and true information or verify your identity.

8. You are entitled to terminate these Terms of Use and close your Merchant Account anytime by contacting us using our contact details displayed on the Website.

9. If there are any funds left on the balance of the Merchant Account at the time of the Account closure, we will transfer the funds to any separate bank account or account with any other financial institution indicated by you, except for our Fees and other obligatory charges, pending obligations and/or fines, within a reasonable period. Any outstanding Fees or funds that you owe us for any reason shall be settled immediately.

10. We reserve the right to temporarily suspend access to the Merchant Account(s) for technical, security or maintenance reasons, without these operations being eligible for any compensation. We will limit this type of interruption to a necessary minimum.

FEES

1. By opening a Merchant Account you agree to pay all the corresponding Fees for our respective Services, including, but not limited to, those for opening and managing your Account, Fees regarding execution of Transactions, settlement, chargebacks, currency conversions, documents preparation and other Fees for rendering any additional Services that you may seek or that may be necessary in accordance with these Terms of Use or the Agreement.

2. You hereby acknowledge and agree that we reserve the right to establish and specify any Fees in the Agreement and amend them from time to time at our own discretion upon notification to you. If any specific individual Fees are applicable, such Fees will be mutually agreed upon between you and the Company. We will always provide you with the necessary information about such Fees for your confirmation.

3. In case of non-approval of any Fees on your part you reserve the right to terminate these Terms of Use and the Agreement with us before any changes and amendments to the Fees take place.

4. Your Merchant Account shall be duly topped up in case your balance becomes negative. If the balance is negative and there are any pending Fees you fail to cover we reserve the right at our own discretion and without any notification:
a. to Suspend your Merchant Account and Services provision;
b. to deduct the funds from your balance once it has funds;
c. to exercise a right to set-off;
d. to take other legal steps to recover the funds, e.g., instruct debt collectors. If we are forced to exercise the rights above, you may be required to borne additionally arising expenses.

5. You shall be solely responsible for paying any taxes applicable in your jurisdiction in relation to our Services as well as for declaring your actions on your Merchant Account. Therefore, we assume responsibility neither for determination of which taxes and when you are obliged to pay in accordance with tax legislation of your jurisdiction of incorporation/operation nor for any of your tax liabilities.

TRANSACTIONS COMPLIANCE

1. You shall place your orders for Transactions in unequivocal and feasible way and confirm all the Transactions with your credentials or in any other way that we may request. Such confirmation shall be deemed as your consent to perform a Transaction.

2. We reserve the right to conduct checks on any Transactions before processing in case we have any grounds to suspect that the Transaction is unauthorized, illegal, fraudulent or in any other ways endangers the safety and integrity of the Company’s system. In such cases we may retain funds on your Merchant Account until all the circumstances are duly investigated and clarified in accordance with IPS/APM Rules.

3. We reserve the right to request that you provide all the necessary details and/or documents in confirmation of the legality of the background of any Transaction. All the data shall be prepared and provided at your expense and in the format in accordance with our request. You acknowledge that the request may require various types of identity and security validation and verification checks, including third-party verification systems, and hereby agree to such checks as a part of our due diligence approach.

4. We reserve the right to refuse to process the Transaction if:
a. you fail to provide us with the necessary details and/or documents upon our request or provide incorrect, falsified or in any other ways illegal information and/or documentation;
b. there are reasonable grounds to believe that the payment orders are submitted to our system by any unauthorized third parties;
c. our system detects any shortcomings in the details of the Transaction that make it impossible to be processed correctly;
d. you are in breach of these Terms of Use and/or the provisions of the Agreement;
e. there are any errors on the part of the Acquiring Banks, IPS/APM Systems.

5. You hereby acknowledge that the funds transferred to your Merchant Account may be subject to refunds and/or reversals and agree to grant us an unconditional right to debit your balance without notification for the respective amounts where the Transaction is reversed by the User, Acquiring Bank, IPS/APM Systems or the refund is initiated by the User.

6. You may not close your Merchant Account if there are any pending investigations as to the origins of Transactions and/or respective compliance checks, we reserve the right to retain your funds until any such investigations and/or checks are duly completed.

7. You will have an access to your Transaction history in the Merchant Account. You hereby authorize us to submit the Transaction history and the supporting documentation and records to any Acquiring Bank, IPS/APM Systems participating in the provision of the Services in accordance with these Terms of Use and the Agreement as well as to any other third parties entitled to receive such data under the legal basis outlined in the legislation, including, without limitation, to any regulatory bodies and/or governmental authorities.

8. You hereby acknowledge and agree that we transfer your data to the third parties participating in and/or associated with Transactions execution under these Terms of Use and the Agreement, including, to Acquiring Banks and IPS/APM Systems. You shall refrain from submitting the Transactions unless you agree with this provision.

CURRENCY CONVERSIONS

6.1 You hereby acknowledge and agree that we do not act as a currency trading platform and shall refrain from any unauthorized use of your Merchant Account for any purposes related to speculative trading.

6.2 Currency conversions may take place when you receive funds in one currency and later would like to proceed with settlements and/or withdrawal of funds in a different currency; and/ or when you hold a balance in one currency and then make the conversion to another.

6.3 The list of currencies we support is limited and subject to any changes at any time at our own discretion. The list of the supported currencies is provided upon the request by the Company and/or is made available in your Merchant Account.

6.4 You hereby agree to borne any risks associated with fluctuations in the relevant exchange rates over time when holding funds in a specific currency and executing a conversion in accordance with the point 6.2 above. You also acknowledge and agree that you shall borent all applicable conversion rate costs incurred.

6.5 Currency conversions may also be carried out by Acquiring Bank(s) and any other intermediary financial institutions, and no claim can be brought to the Company for such rates used.

WARRANTIES

1. We undertake that we shall process Transactions and remit settlements in a timely manner and in accordance with these Terms of Use and the Agreement and shall use our commercially reasonable endeavors to facilitate the Transactions. However, all and any Services are provided on an “AS IS” basis as available and with all fault’s basis. To the extent permitted by law, we disclaim all implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, fitness for a particular purpose, title or non-infringement. We make no representations, warranties, conditions of guarantees as to the usefulness, quality, suitability, or completeness of the services or that they will be error-free, uninterrupted, or free from defect.

2. By agreeing to these Terms of Use you represent and warrant that:
2.1. You conduct your business in compliance with all applicable federal, state, and local laws, regulations, and ordinances and have obtained all the necessary permits and/or licenses.
2.2. You are financially solvent and capable of fulfilling all financial obligations outlined in these Terms of Use and the Agreement.
2.3. You have full corporate power and authority to enter into and perform your obligations under these Terms of Use and the Agreement.
2.4. All information and/or documentation provided to the Company, either directly or indirectly, is accurate, complete and up-to-date.
2.5. You will maintain appropriate security measures to protect Transactions processing against unauthorized access to or unauthorized alteration, disclosure, or destruction of data.
2.6. Your activities within the Merchant Website(s) comply with all applicable laws and regulations and with the IPS/APM Rules.
2.7. You acknowledge and agree that IPS/APM Systems and/or Acquiring Bank may at any time immediately prohibit you from using any of their Payment Methods and/or logos for any reason, the Company shall notify you respectively.
2.8. You will not impose a requirement that the User waives a right to dispute a Transaction on the Merchant Website(s).
2.9. You will not sell, purchase, provide, exchange or in any manner disclose your Merchant Account or Transaction data.

LIABILITY AND INDEMNITY

1. You hereby acknowledge and agree that the transfer of funds and processing of Transactions take place at your own risk, by no means can we be held liable for any unforeseeable and/or consequential harm, damage, loss, costs or expenses. Neither we bear responsibility for any circumstances beyond our control.

2. Circumstances beyond our control shall include, without limitation, any errors of IT systems or inability to access them, errors of our telecommunication systems, computer hacking and other means of vandalism, legislative or administrative interventions, natural disasters, war, revolution, sabotage, strikes, terrorism and others.

3. We are not entitled to limit or avoid liability where it may be treated unlawful, including our liability for personal injury, death, fraud, fraudulent misrepresentation and other.

4. We assume no responsibility for any loss of profit or business opportunity, or reputational damage that may occur as a result of use of Services for your re-sale or other business purposes as well as for any of your financial decisions or actions that you may take in relation to such use.

5. We assume no responsibility, either direct or indirect, for or in relation to any decision, action, omission of the Acquiring Bank and/or IPS/APM System and/or any third-party providers and/or regulatory authorities, as well as for or in relation to any decision, omission or action where the aforementioned parties become unavailable for any reason, including government actions, insolvency of aforementioned third parties or otherwise.

6. We assume no responsibility and we will not be involved in any legal relationship between you and the User and/or any recipient of the Transaction(s) to the maximum extend permitted by applicable law. We shall not be held liable for any faults, willful default or negligence of yours and the User and/or any recipient of the Transaction(s) towards each other.

7. You shall:
7.1 Borne any losses or expenses that may occur in connection with any authorized use of your Merchant Account, including, but not limited to, any cases of your fraudulent behavior or failure to fulfill obligations regarding Account tools and parameters safety, or the Services.
7.2 Take all necessary measures immediately upon our request to keep us and our Affiliates indemnified from any liability for any of your instructions or orders placed with us as well as you shall cover all the losses, expenses and obligations arising out of, in connection with or as a result of your harmful behavior, negligence or fault of your obligations in connection with these Terms of Use and/or the Agreement.
7.3 Be held liable and shall reimburse the Company for any and all the fees, costs, fines, penalties, including, but not limited to, chargebacks, refunds, reversals, assessments, or any other charges or amounts to the extent arising from the Transaction(s) imposed by the Acquiring Bank(s), IPS/APM Systems or any other third parties participating or in any way associated with the Services provision under these Terms of Use and/or the Agreement.
7.4 Indemnify us and our Affiliates from and pay all the damages, expenses, costs or attorneys’ fees awarded against our Company in any claims as well as damages, expenses and costs arising out of your failure to fully comply with these Terms of Use and/or the Agreement.
7.5 Reimburse any and all damages, fines, and other monetary sanctions applied to the Company due to your non-observance or violation of these Terms of Use and/or the Agreement.

CONFIDENTIAL INFORMATION AND PERSONAL DATA PROCESSING

1. Any Confidential Information shared under and/or for the purposes of execution of these Terms of Use and/or the Agreement shall be kept in strict confidentiality.

2. If you doubt the confidentiality of certain information, you must behave with such information as with Confidential Information until you receive our written confirmation that such information is confidential.

3. You hereby confirm and agree that we are entitled to disclose Confidential Information to any Acquiring Banks, IPS/APM Systems and any other third-party service providers supplying the Services and/or those involved in the Services provision.

4. You hereby confirm and agree that we must collect and retain personal data about you and certain persons connected to you. By accepting these Terms of Use, you explicitly consent to us accessing, processing, and/or retaining any personal data necessary for the Services provision in accordance and in compliance with applicable data protection legislation. For more information as to the way we collect, process and store your personal data please consult our Privacy Policy available on our Website.

INTELLECTUAL PROPERTY

The Company will own and retain all of its respective rights, titles, ownership, and interests in and to all intellectual property embodied in or associated with the design and delivery of the Services, including, but not limited to,  software codes/source codes, gateway (as well as to the structure and layout of the pages concerned), graphics, start-up information and materials, designs, methods, architecture, publications, business plans and other tangible intellectual property-based assets of any kind whether in machine-readable, printed or other form and including, without limitation, all revisions, enhancements, technical know-how, patents, copyrights, trademarks (whether registered or not), and trade secrets. Except as expressly stated in these Terms of Use and the Agreement, the parties will have no rights of any kind in or to any of each other’s intellectual property.

SERVICES BY THIRD PARTIES

You shall not engage any third parties to perform your obligations under these Terms of Use and the Agreement without the prior written consent of the Company. If any such third parties are attracted to the use of the Services, we shall be entitled to require them to guarantee and warrant that they will comply with the provisions and obligations prescribed under these Terms of Use and the Agreement.

TERMINATION

1. These Terms of Use shall be applicable to you from the moment you accept to be bound by them.

2. We reserve the right to unilaterally terminate this Agreement, close your Merchant Account and decline any of your Transactions or payments with or without prior notice at our own discretion for any reason. We may terminate the relationship with you in the following cases:
a. you have provided us with inaccurate or incomplete information that we would not have accepted if we knew about this fact before entering into relationship with you;
b. you have failed to update your personal data upon the request of the Company;
c. you do not meet the requirements of the prevention of money laundering and terrorist financing legislation;
d. we suspect you of money laundering, terrorist financing, fraud or other unlawful actions;
e. we have reasonable grounds to suspect that your source or origin of funds is illegal;
f. we have reasonable grounds to believe that your actions may cause damages to our Company;
g. we have reasonable grounds to believe that your use of the Merchant Account is associated with prohibited or illicit ways of using it or aimed at fraudulent goals;
h. you have been recognized insolvent or bankrupt, subject to debt collection or included in the debtors’ register, subject to liquidation procedure or other legal actions that may harm or disrupt our relationship;
i. we have reasonable grounds to believe that your actions undermine our reputation;
j. you have not paid us Fees or any other charges that you owe us within a reasonable period of time;
k. we find out that you are in material breach of these Terms of Use and/or the Agreement;
l. we are required to do so by applicable laws, court decisions, prescriptions of authorities;
m. this list shall not be considered exhaustive.

3. If we take the decision to close your Account owing to any of the aforementioned reasons this Agreement is terminated automatically.

4. You are entitled to terminate this Agreement or close your Merchant Account at any time by contacting us via our support email. If there are any Fees or charges left to pay you shall pay them immediately. Once you have no pending obligations to us we will let you withdraw your remaining balance on the Merchant Account.

5. In case of request to close your Merchant Account these Terms of Use and/or the Agreement will be terminated no later than one calendar month after the day on which you contacted us or earlier.

DISPUTES AND COMPLAINTS

Please do not hesitate to contact us via our support email support@empayre.com in case you have any concerns, requests, complaints or suggestions. We will contact you back as soon as possible but not later than within 30 days.

MISCELLANEOUS

1. These Terms of Use as well as our business relations regulated by these Terms shall be governed by and construed in all respects in accordance with the laws of the Province of British Columbia, Canada.

2. We reserve the right not to enter into any relations with you or to refuse to provide our Services regardless of any reasons or motivations.

3. These Terms of Use shall be binding upon the parties and their respective successors and permitted assigns.

4. We reserve the tight to dispose of, sell or exercise a lien over any of your funds or assets that are in possession of our Company or under our control in order to have any duty, obligation or debt that you may owe us settled and paid off.

5. Under no circumstances shall you claim any set-off or counter claim against our Company until you have all your duties and debts that you owe us settled and paid off. You agree that nothing in the arrangements between our Company and you or any third parties shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set-off or other right for our Company.

6. We aim to settle all disputes with you amicably, promptly and on terms acceptable to both parties; thus, in case of a dispute, you are encouraged to address the Company directly. Disputes are solved by negotiation. In case of failure to handle any disputes or complaints by amicable means, any conflict or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be taken to courts of Canada.

7. This Agreement is drafted and executed in the English language.

8. The division of the Terms into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Terms.