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Virtual Currency Merchant Terms of Use
Virtual Currency Consumer Terms of Use
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VIRTUAL CURRENCY MERCHANT TERMS OF USE


Terms effective as of 1 June 2023
These Virtual Currency Merchant Terms of Use (the “Terms”) govern the use of the
products, services or any other features, technologies or functionalities
related to our virtual currency services (the “Services”) provided by Bead Pay
(“Bead Pay”, “Bead”, “we”, “our”, or “us”) through Bead Pay’s website, API or
through any other means to you (“Merchant”, “you” or “your”). By using any of
the Bead Pay services, including accessing this website, you acknowledge and
accept these Terms and agree to be bound by them.
OUR SERVICES

Bead Pay is a cryptocurrency/virtual currency payments facilitator that enables
you to accept cryptocurrencies as a payment method in exchange for goods and
services you sell to your customers (“Customer”, “Customers”). Bead Pay is not a
cryptocurrency exchange, nor does it provide cryptocurrency custody as part of
its services. The Services are only available to businesses that sell products
or services and registered charitable organizations that accept donations.
Bead Pay facilitates the acceptance of cryptocurrencies that are supported by us
and our liquidity partners and not specifically regulated/forbidden by
regulatory authorities in jurisdictions wherein we have a presence. Merchants
and Consumers can not exchange fiat currency for digital currency or buy/sell
virtual currencies from Bead Pay at any time.
By using the Services, you authorize us to act as your agent and to take any and
all actions that we think are necessary and/or desirable to provide the Services
and to comply with applicable laws and regulations. Payment by a Consumer to
Bead Pay is considered the same as payment made directly to you and limits the
Consumer's outstanding obligations to the extent of the payment.
CONTACTING ENTITY

Your relationship pursuant to these Terms is with Bead Pay LLC, a Delaware, USA
corporation, having its principal offices at 55959 Hwy 244, La Grande, Oregon
97850, USA.
ACTIVITIES AND REGULATION

Bead Pay LLC is subject to U.S. laws, regulations and guidelines. 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. As required by applicable laws and
regulations, Bead Pay LLC maintains a comprehensive AML/ATF/Sanctions compliance
program. We strive towards best practices in related fields such as ecommerce
guidelines, those administered by fiat currency payment schemes and regulatory
agencies, and our own internal risk tolerance. This includes client
identification, monitoring, and reporting of any eligible transactions. In the
US, Bead Pay acts as Merchant of Record when processing payments and as such is
subject to best practices as an ecommerce retailer. Note that there is no
governing body or payment scheme governing the activities of ecommerce merchants
accepting crypto currencies as a payment method. We strive to adhere to best
practices identified in ecommerce in traditional finance.
We abide by our Privacy Policy and global privacy legislation such as the GDPR
with regard to data subjects and their personally identifying information. For
specifics, please see our Privacy Policy.
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;
You are entering into these Terms as a Merchant and not a Consumer;
Your use of the Services will not contravene any applicable international,
federal, 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, including, without limitation, all OFAC-administered sanctions
programs and any other sanctions programs that may apply to you based on the
jurisdiction(s) in which you operate your business and serve your Customers;
You will not sell, transfer, or otherwise provide a third party with access to
your account or the Services without our express written permission;
You will only accept payments for products and services that have been expressly
approved and underwritten by us;
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.

YOUR MERCHANT ACCOUNT

ACCOUNT OPENING AND REGISTRATION

Bead Pay is required to collect certain information from Merchants to comply
with anti-money laundering and anti-terrorist funding laws and regulations.
Therefore, as part of establishing a Bead Pay Virtual Currency Merchant Account
(“Virtual Currency Merchant Account”, “Merchant Account”, “Account”), at a
minimum you will 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 such as tax identification number and
government-issued identification, legal name, fictitious name (i.e. DBA 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 Consumers.
The information you provide at the time of opening the Account must be accurate
and complete, and you must inform us within ten (10) business days of any
changes to such information. We reserve 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.
TRANSACTION PROCESSING LIMITS

We may impose, at our sole discretion and with or without notice to you, limits
and caps on your processing including transaction size limits, both minimum and
maximum, daily processing volumes, velocity controls, automated crypto forensics
and others. You may be required to provide additional information and
documentation to request increase limits or to remove caps. Requests will not be
approved until all required documentation has been reviewed and the accuracy and
authenticity of the information has been confirmed.
CONSUMER VERIFICATION

Consumers may be required to complete a verification process at the time of
payment, depending on the amount of the transaction, as part of our AML/ATF
compliance obligations.
PROHIBITED USE AND RESTRICTIONS

PROHIBITED USES

You agree you will not engage in the following Prohibited Uses in connection
with your use of the Services and interactions with Consumers, other users and
third parties. The determination whether an activity falls into one of the
following categories is within our sole discretion. 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
support@beadpay.io. This list is non-exhaustive and we reserve the right to
modify it at any time.
Unlawful Activity: Actions that violate, or aid the violation of, any law,
statute, regulation or ordinance, including applicable sanctions programs such
as the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"),
or that involve profits from illegal activities; any activity that involves
distributing or circulating unlawful material or information.
Abusive Activity: Actions that impose 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
Merchants’ 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 Services; use information of another party to access or use our computer
systems, networks or sites, except in the case of specific Merchants which are
specifically authorized by a user to access such user's Account and information;
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 Bead Pay; or
harvest or otherwise collect information from our computer systems, networks or
sites about others, including without limitation email addresses, without proper
consent.
Abusive Activity Towards 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 Merchants and their Consumers,
or any other person; provide any false, inaccurate, or misleading information to
us.
Intellectual Property Infringement: Transactions involving goods or services
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 Bead Pay intellectual property, name, or logo, including use of Bead
Pay trade or service marks, without express consent from us or in a manner that
otherwise harms us or our brand; any action that implies an untrue endorsement
by or affiliation with Bead Pay.

PROHIBITED BUSINESSES

The following categories of businesses and business practices are prohibited
from using the Services. In certain cases, prohibited businesses may be eligible
for processing with explicit prior approval from Bead Pay and may require you to
agree to additional conditions, make supplemental representations and
warranties, complete enhanced onboarding procedures, and operate subject to
restrictions. It is within our sole discretion to determine whether an activity
falls into a Prohibited Business category.
Bead Pay does not knowingly engage with, support, or otherwise facilitate
payments for any illegal or illicit purpose at any time. You acknowledge that
you will not use the Services to accept payments in connection with the
following businesses, business activities, or business practices, unless you
have received prior written approval from Bead Pay.
If you are uncertain as to whether or not your use of the Services involves a
Prohibited Business, or you have related questions, please contact
support@beadpay.io. This list is non-exhaustive and we reserve the right to
modify it at any time.
Category
Description
Money and legal services
Financial institutions, money transmitters and money services businesses, check
cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay
services; crowdfunding; insurance; bail bonds; collections agencies; law firms
collecting funds for any purpose other than to pay fees owed to the firm for
services provided by the firm
Intellectual property or proprietary rights infringement
Sales, distribution, or access to counterfeit music, movies, software, or other
licensed materials without the appropriate authorization from the rights holder;
any product or service that directly infringes or facilitates infringement upon
the trademark, patent, copyright, trade secrets, or proprietary or privacy
rights of any third party.
Counterfeit or unauthorized goods
Counterfeit goods, aka “Replica”; unauthorized sale or resale of brand name or
designer products or services; sale of goods or services that are illegally
imported or exported
Illegal and unregulated gambling
Lotteries; bidding fee auctions; sports forecasting or odds making for a
monetary or material prize; fantasy sports leagues with cash prizes; internet
gaming; contests; sweepstakes; games of chance including legal or illegal forms
of gambling, internet gambling, sweepstakes, and contests with a buy-in or cash
prize; charity sweepstakes and raffles for the explicit purpose of fundraising
Unfair, predatory, or deceptive practices
Investment opportunities or other services that promise high rewards, aka “get
rich quick schemes”; mugshot publication or pay to-remove content sites;
no-value-added services that we determine in our sole discretion to be unfair,
deceptive, or predatory towards consumers
Aggregation
Engaging in any form of licensed or unlicensed aggregation of funds owed to
third parties, factoring, or other activities intended to obfuscate the origin
of funds; payment facilitation
High-risk businesses
Bankruptcy lawyers; remote technical support; psychic services; essay mills;
chain letters; door-to-door sales; medical benefit packages; telemedicine and
telehealth services; travel reservation services and clubs; airlines; cruises;
timeshares; circumvention, jamming and interference devices; prepaid phone
cards, phone services; telemarketing, offering substantial rebates or special
incentives as an inducement to purchase products or services; telecommunications
manipulation equipment; forwarding brokers; negative response marketing;
subscriptions over one year; extended warranties; government grants; embassy,
foreign consulate, or other foreign governments; charities without proper
registration; credit card and identity theft protection; credit-lending
services; any businesses that we believe poses elevated financial risk, legal
liability, or violates card network or bank policies; any business or
organization that a) engages in, encourages, promotes or celebrates unlawful
violence or physical harm to persons or property, or b) engages in, encourages,
promotes or celebrates unlawful violence toward any group based on race,
religion, disability, gender, sexual orientation, national origin, or any other
immutable characteristic
Pseudo-pharmaceuticals
Nutraceuticals, pseudo-pharmaceuticals, and other products that make false
health claims that have not been approved or verified by the applicable local
and/or national regulatory body
Social media activity
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of
social media activity and online traffic
Substances designed to mimic illegal drugs
Sale of a legal substance that provides the same effect as an illegal drug
(e.g., salvia, spice, etc.)

ACCOUNT SECURITY

When registering for an Account, you will choose and set a password. You are
responsible for maintaining the confidentiality of your password and related
Account access credentials, including two-factor authentication. You are fully
responsible for all activities that occur with the use of your password or
Account. Notify us immediately if you become aware of, or suspect, 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 us of a security
breach regarding your password or Account by emailing support@beadpay.io.
ACCOUNT RECORDS

OUR OBLIGATIONS

Pursuant to applicable laws and regulations, Bead Pay will maintain records of
all documentation and information related to your Account for the duration that
your Account is active and after your Account is closed.
YOUR OBLIGATIONS

Pursuant to applicable laws and regulations, you are required to maintain all
records necessary to fulfill orders for goods and/or services and provide
post-sale support to your Consumers. If the sale of an item requires a
government registration of the sale, you are responsible for such registration.
DOCUMENTATION REQUESTS AND RIGHT TO INSPECT

Bead Pay or its auditors, regulators 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.
SHARING INFORMATION

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.
ACCOUNT SUSPENSION AND CLOSURE

CLOSING YOUR ACCOUNT

You have the right to close your account at any time. You will remain obligated
to us for any fees incurred before your account closure and we will remit to you
funds not yet paid to you from payments associated to your Account prior to its
closure. If your Account balance is below the minimum transfer amount, you may
be responsible for applicable transaction fees incurred in the funds transfer.
ACCOUNT SUSPENSION OR TERMINATION

We reserve the right to deny or decline our Services to you, and/or to
immediately suspend or close your Account without notice, in our sole
discretion, if we learn or reasonably suspect 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 Prohibited Uses, Prohibited
Businesses or Restricted Businesses sections (see above). 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.
We reserve the right to terminate Accounts that receive excessive Consumer
complaints (see Consumer Complaints section). Additionally, abuse of Bead Pay
agents and partners is not tolerated and could result in immediate termination
of your account.
If your Account does not have a paid transaction for more than twelve
consecutive months, we reserve the right to suspend the Account and
automatically disable processing capabilities. You will receive information
about the process to reactivate the Account.
EFFECT OF ACCOUNT CLOSURE

If your Account is closed for any reason, you agree:
1.
to continue to be bound by surviving portions of these Terms,
2.
to immediately stop using the Services,
3.
that the license provided under these Terms shall end,
4.
to remove any Bead Pay content, logos or other branding from your website,
applications/apps and marketing materials,
5.
that we will retain certain information and Account data as required under
applicable laws and regulations, and
6.
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.

THIRD-PARTY SERVICES

In using the Bead Pay website or the Services, you may separately be offered
additional services, products or promotions by Bead Pay or 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.
SECURITY

GENERAL SECURITY

We take measures designed to protect information from accidental loss and from
unauthorized access, use, alteration or disclosure. These security measures
include risk assessments and controls for system access, development and
maintenance, acceptable use, data storage and 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 become
aware of, a breach of security measures that may have impacted you, your Account
or your information, we will notify you within 72 hours of suspicion or
awareness of such breach. Such notice will be provided to you via the email
address on record within your Account.
DIGITAL WALLET SECURITY

Consumers wishing to send payments and Merchants wishing to receive settlements
in virtual currency (e.g. cryptocurrency) will need to have a digital wallet. A
digital wallet is software that enables the storage and utilization of encrypted
private keys to sign transactions to access and transmit funds. Custodial
digital wallet providers (where third parties serve as financial intermediaries,
or custodians, of the virtual currencies of their users) store private keys of
their users and thus have control over user funds. Non-custodial digital wallet
providers—where third parties do not serve as financial intermediaries or
custodians of virtual currencies held by their users—provide and maintain a
technical platform to store private keys, but have no control over or access to
the private keys, and therefore no control over or access to the funds of their
users.
Consumers and Merchants may use any digital wallet to store their
cryptocurrency. Bead Pay does not endorse or vouch for the quality or security
of any third-party wallets. Wallet owners are solely responsible for the
safekeeping of 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.
Bead Pay is not responsible for, and cannot assist with recovery of, a loss of
virtual currency (e.g. cryptocurrency) funds incurred by a Consumer or Merchant
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 the wallet of a Consumer becomes
compromised or inaccessible, the responsibility is yours in deciding how to
handle any inquiries or potential claims. Bead Pay will not involve itself in
resolving such issues.
PRIVACY AND DATA PROTECTION

Our full Privacy Policy, including data protection, is available at
legal.beadpay.io/privacy.
INTELLECTUAL PROPERTY

OUR OWNERSHIP OF THE SERVICES AND BEAD PAY WEBSITE

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

While you have an active Account with Bead Pay, you may use Bead Pay Content
that is made available to you by us through our Brand Guidelines and strictly
subject to your use being consistent with the Brand Guidelines. Any and all
goodwill arising from your use of the Bead Pay Content will inure to our sole
and exclusive benefit. We reserve the right to update the Brand Guidelines from
time to time, and you are responsible for maintaining compliance with the
then-current version, with a grace period of sixty days following an update to
make any necessary changes. We will make commercially reasonable efforts to
provide notice of any changes to the Brand Guidelines. If we determine that you
are using any Bead Pay Content inconsistent with our Brand Guidelines, or in a
manner we reasonably determine to be objectionable, we will provide you with
notice and you agree to promptly discontinue the objectionable use. Failure to
discontinue objectionable use(s), and/or repeated violations of the Brand
Guidelines, will be deemed a breach of this Agreement.
ADVERTISING AND MARKETING

With prior written approval from you, we may publish your corporate name, URL,
artwork, text, logo, case studies, and other publicly available information
about your business ("Content") in Bead Pay promotional materials, marketing
channels and business/partner directory. A third party may use our publicly
available Content, 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, quote, promotional material, press release, interview and/or a
reference. You have no obligation to provide Content or abide by any other
request. Upon mutual agreement, you and Bead Pay 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:
1.
will not infringe, violate or misappropriate any third-party copyright, patent,
trade secret or other proprietary rights,
2.
will not infringe any rights of publicity or privacy, and
3.
will not be defamatory or otherwise violate any law.

PAYMENTS AND INVOICES

INVOICE GENERATION AND PRESENTATION TO CUSTOMERS

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 (e.g. U.S. Dollars) or in any of the cryptocurrencies we
support. You must present the Bead Pay Invoice user interface to the Consumer
during the checkout process. Exceptions to this Invoice presentation, including
custom UI and/or applications of our Invoice generation Services within your own
software, are subject to a review process by Bead Pay and must be approved by
Bead Pay in writing. We reserve the right to change our criteria for allowable
exceptions at any time, and, in such event, will provide updated guidelines and
a reasonable time frame for meeting such guidelines, not to be less than thirty
days. Failure to inform us of exceptions or adhere to updated exception
guidelines, and/or attempts to circumvent the exception approval process, will
be deemed a breach of this Agreement.
CONSUMER EXCHANGE RATE GUARANTEE

When we facilitate the processing of a payment, the exchange rate for the
Consumer is guaranteed as long as payment is received within an expiration time
frame after the creation of the Invoice. Invoice expiration information is
clearly displayed on each Bead Pay Invoice.
While we guarantee the exchange rate for the Consumer as long as they pay within
the expiration time frame, you agree that you assume the volatility risk of your
settlement currency. For example, if you request to collect $100.00 USD and the
Consumer sends the cryptocurrency equivalent within the time window, we
guarantee you will receive exactly $100.00 USD, minus our fee, but we do not
guarantee the future value of the U.S. Dollar (or any other fiat currency)
relative to any benchmark. Similarly, if you choose to receive any or all of
your settlement in cryptocurrency, we do not guarantee the future value of that
cryptocurrency relative to any benchmark.
INVOICE COMPLETION

An Invoice is considered “complete” by us if it has been fully paid by a
Consumer, any corresponding transactions have reached our required number of
block confirmations and the payment has been credited to your Account ledger.
The number of transaction block confirmations required depends on factors
including such as the blockchain used and our internal risk analysis. We use
risk mitigation techniques to detect fraudulent payments, such as transactions
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.
You may inform your Consumer that you have accepted the Invoice as paid before
Bead Pay deems the Invoice complete (e.g. an Invoice payment that is not
confirmed). If you accept an Invoice as paid before it is considered complete by
us, we are not required to settle to you if we never receive the Consumer
payment or we determine that the payment was fraudulent or otherwise invalid.
Your Dashboard will display the current status for each payment (i.e. “created”,
“awaiting”, “pending”, “partial”, “completed”, “cancelled”, “refunded” or
“expired”). Payments that may be fraudulent will be identified in the Dashboard
as invalid, which reflects that they have failed to achieve any block
confirmations in the applicable blockchain. The failure to achieve block
confirmations could also occur for reasons other than fraud (e.g. the payment
was sent with insufficient miner fees).
SUPPORTED PAYMENT CURRENCIES

Bead Pay may add new cryptocurrencies to the Services. New cryptocurrencies will
be added to the Services on an opt-in basis, such that they will be disabled by
default unless you instruct us to enable them. Additionally, there may be
circumstances that cause Bead Pay to decide to remove a particular
cryptocurrency as a payment option. We will make commercially reasonable efforts
to provide advance notice of any added or removed cryptocurrencies.
IRREGULAR PAYMENTS

Certain scenarios during payment may result in an “irregular payment”. Consumers
will be given instructions via email and/or SMS messaging from Bead Pay in order
to reclaim their payment, as described for the scenarios below. Bead Pay incurs
miner/network fees to refund payments. If a Consumer requests a refund for an
irregular payment, Bead Pay will deduct the miner fees from the refunded amount
(see Fees section for details).
UNDERPAYMENTS

Funds sent by the Consumer which are insufficient to fully pay the Invoice
constitute an underpayment. Underpayments cannot fulfill an Invoice in part, and
the underpayment is not credited to your Account. Bead Pay will notify the
Consumer of the underpayment and offer them the option to complete an additional
transaction to complete the payment or request a refund of the underpayment.
When making an additional transaction, the amount remaining is presented based
on an updated exchange rate along with a new expiry time frame in which to
complete the transaction. The Consumer may request a refund of the underpayment
directly from the Invoice at any time. The Consumer may also request refund
instructions be sent to them via email or SMS message.
OVERPAYMENTS

Funds sent by the Consumer in excess of the amount needed to pay the Invoice
constitute an overpayment. In such cases, only the funds required to fulfill
your requested settlement amount are converted (if applicable) and applied to
your Account. The excess funds are not converted and are not applied to your
account. Bead Pay will inform the Consumer of the overpayment and enable them to
request a refund for the excess funds. The Consumer may also request refund
instructions be sent to them via email or SMS message.
ORPHAN PAYMENTS

Transactions received outside the expiration time frame referenced in the
Consumer Exchange Rate Guarantee section (above) are considered an “orphan
payment”. Orphan payments also occur when a user sends cryptocurrency to one of
our wallet addresses without a connection to an Invoice. We cannot automatically
associate orphan payments with an Invoice, merchant, Consumer email or Consumer
phone number. For more information or to resolve orphaned payments, you or the
Consumer will need to reach out to our support team (support@beadpay.io) with
required information. Orphan payments are failed payments, and cannot be applied
to an Invoice. If an orphan payment occurs, a new Invoice must be generated and
the Consumer must restart the checkout process.
ACCEPT ALL AMOUNTS

For certain Services, we provide you with the option to “accept all amounts”
sent by the Consumer. While this option is enabled, we will convert and/or
settle to your account all funds sent by the Consumer based on your settlement
currency settings, regardless of the amount specified on the Invoice. If a
Consumer's funds arrive after the Invoice expires, we will consider the Invoice
complete, convert the funds at a spot rate determined by us and apply them to
your account.
UNSUPPORTED PAYMENTS

We do not support or process payments for unsupported coins, tokens, blockchain
forks or blockchain networks. Consumers should not pay a Bead Pay Invoice with
such unsupported payments or send unsupported payments to a Bead Pay address. If
a Consumer transmits unsupported payments, they may lose any and all real or
perceived value. Additionally, we assume no responsibility whatsoever with
respect to unsupported payments and Consumers will not be able to recover such
payments from us. An updated overview of currently supported cryptocurrencies
can be found on our website.
UNCLAIMED PROPERTY

In the event of an irregular payment, Bead Pay will attempt to locate you or the
Consumer using the information shown in our records. If we are unable to contact
you or the Consumer and/or we have no record of you or the Consumer's use of the
Services for several years, applicable law may require us to report and/or remit
these funds as unclaimed property to the applicable jurisdiction. We reserve the
right to deduct a dormancy fee or other administrative charges from such
unclaimed funds, as permitted by applicable law.
SETTLEMENT DELAYS

We may delay settlement or restrict access to settlement funds if there is a
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. In the case of settlement delay, we will endeavor 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. We commit to never intentionally delay or
restrict settlement unnecessarily, and will only delay or restrict amounts
related to the cause of the restriction or delay. We will make reasonable
efforts to release partial amounts not subject to a restriction or delay. Once
the reasons for delayed settlement or restricted access to settlement funds can
be reasonably proven to have been resolved, we will settle the full amount of
such funds to you without undue delay.
ACCOUNT ERRORS

Should you identify an Account error in your transaction and settlement history,
you must notify us within thirty (30) calendar days of the ledger entry posting.
REFUNDS

REFUND PROCEDURE

Bead Pay can facilitate cryptocurrency refunds to Consumers on your behalf. You
can decide to issue a partial refund or refund the full amount of the initial
purchase. Refunds are based upon the value and pricing currency in which the
goods and/or services were priced. Refunds will be remitted in the same
cryptocurrency used to pay the Invoice. For example, if the original goods were
valued at $100 USD and paid with BTC, the refund to the Consumer will be an
amount of BTC equal to $100 USD based on our USD-BTC conversion rate at the time
the refund is initiated. If you do not have enough funds in your Account to
cover pending refund requests, we will require that you make a bank deposit to
an account specified by us. Any currency conversion required during the refund
process will be calculated at a spot rate determined by us.
DISCLOSURE OF REFUND POLICY

Bead Pay is not responsible for Merchant refund policies, nor will we be
responsible in any way that refund policies conform to applicable laws. We
advise that Merchants provide a clear refund policy to Consumers (including
where a refund policy is that of “no refunds” or “final sale”) except for
industries where a refund policy may not be applicable (e.g. where services are
provided). Bead Pay 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 Consumer. The exchange rate and value of cryptocurrency to
be sent will be made clear to the Consumer at the time they confirm their
refund.
COMPLAINTS

CONSUMER COMPLAINTS

Complaints submitted to Bead Pay from Consumers related to you or purchased
goods/services will be forwarded to you for resolution. We reserve the right to
terminate Merchant accounts that receive excessive complaints (see Account
Suspension or Termination section above).
If a disagreement occurs between you and a Consumer over a transaction, you and
that Consumer are solely responsible for resolving the dispute. Bead Pay
disclaims any liability arising out of or relating to a transaction dispute and
will not mediate, attempt to resolve, or otherwise become involved in any
transaction dispute.
MERCHANT COMPLAINTS

If Merchants wish to register complaints regarding our Services, they may
contact us via email at support@beadpay.io.
SETTLEMENT

You can receive settlement in a fiat currency and/or in any of our supported
virtual currencies. Bead Pay will facilitate the clearing of payments from your
Consumers to you according to chosen settlement preferences in your Account
Dashboard. An Account Ledger will be created for each currency selected for
settlement, representing funds held by Bead Pay until settlement to your bank
account and/or virtual currency wallet takes place. If you change your
settlement preferences, those changes will be effective for Account ledger
balances that are received after the date of the change. Any Account ledger
balances dating from before the preference change will settle pursuant to your
pre-change settlement preferences.
All settlements are subject to minimums and may carry fees such as those charged
by banking and payment processing partners or virtual currency network fees. All
fees relevant to settlement are debited from the Merchant settlement and
reflected within your Account Dashboard.
It is the sole responsibility of the Merchant to provide accurate and current
settlement information. Bead Pay accepts no liability for payments settled to
incorrect bank accounts or virtual currency wallets based on erroneous
information provided by the Merchant. Similarly, Bead Pay accepts no liability
for any issues that may occur with the Merchant’s banking service providers.
FEES

Bead Pay fees are paid by Merchant and deducted from settlement funds for the
use of the Services (“Fees”). Fees are subject to change without notice, at any
time and you are responsible for checking applicable Fees prior to transacting.
You hereby grant Bead Pay the right to charge or deduct funds from your Account
balances (or such other cryptocurrency wallet, credit card, debit card, online
payment account, or other payment method, where applicable) for all Fees
incurred under this Agreement. All Fees will be non-refundable once paid to Bead
Pay (including if any goods or services are refunded by Merchant, or upon any
termination or suspension of this Agreement). Until paid in full, all past due
amounts will bear an additional charge of the lesser of 1.5% per month or the
maximum amount permitted under applicable law. If Bead Pay requires use of
collection agencies, attorneys, or courts of law for collection of Your account,
You will be responsible for those expenses. You will be responsible for any and
all use, sales, and other taxes imposed on your access to and use of the
Platform.
INDEMNIFICATION

You agree to indemnify Bead Pay, its affiliated and related entities, and any of
its officers, directors, employees and agents from and against any claims,
costs, losses, liabilities, damages, expenses and judgments of any and every
kind (including, without limitation, costs, expenses, and reasonable attorneys’
fees) arising out of, relating to, or incurred in connection with any claim,
complaint, action, audit, investigation, inquiry, or other proceeding instituted
by a person or entity that arises or relates to any actual or alleged breach of
your representations, warranties, or obligations set forth in these Terms.
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.
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. FOR
MERCHANTS CONTRACTING WITH BEAD PAY LLC, WHILE THIS LIMITATION OF LIABILITY
DISCLAIMS LOST PROFITS AND OTHER INDIRECT DAMAGES, BEAD PAY LLC DOES NOT
OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
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.
MISCELLANEOUS

TAXES

Merchants are solely responsible for declaring, charging, and remitting taxes in
their jurisdiction. Bead Pay will comply with any valid process, subpoena,
production order or similar from taxation authorities including disclosing
account transaction history and settlement history. 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.
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.
SEVERABILITY

If any provision of the Terms is 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.
WAIVERS

A failure to assert any right or provision in the Terms by any party 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.
INTERPRETATION

When interpreting this Agreement:
1.
any headings are for reference purposes only and shall not be used in the
construction and interpretation of this Agreement;
2.
the singular includes the plural, and vice versa;
3.
“includes”, “including”, “for example”, “such as” and similar terms are not
words of limitation;
4.
no rule of construction applies to the disadvantage of a party because that
party was responsible for the preparation of this Agreement;
5.
"law" means any foreign, federal, state or local law (including common law),
statute, standard, code, ordinance, rule, regulation, promulgation or any order
by any governmental authority; and
6.
"government” and/or “authority" means any government or governmental or
regulatory body thereof, or political subdivision thereof, whether federal,
state, local or foreign, or any agency, instrumentality or authority thereof, or
any court or arbitrator (public or private).

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 provided 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. Bead Pay 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 Bead Pay may be sent to Bead Pay LLC, 55959
Hwy 244, La Grande, Oregon 97850, Attn: General Counsel, info@beadpay.io.
ARBITRATION

Except as otherwise provided below, the parties will attempt to resolve all
disputes, controversies, or claims arising under, out of, or relating to the
Services, including the formation, validity, binding effect, interpretation,
performance, breach or termination, of this Agreement and the arbitrability of
the issues submitted to arbitration hereunder and non-contractual claims
relating to this Agreement (each, a “Dispute”), in accordance with the
procedures set forth in this Section. If any Dispute cannot be resolved through
negotiations between the parties within 5 days of notice from one party to the
other of the Dispute, such Dispute will be finally settled through binding
arbitration under the rules of the American Arbitration Association (“AAA”) then
in effect (the “Rules”). Either party may commence the arbitration by delivering
a request for arbitration as specified in the Rules. The arbitration will be
conducted before a sole neutral arbitrator selected by agreement of the parties.
If the parties cannot agree on the appointment of a single arbitrator within 30
days (the “Initial Period”) after either party to this Agreement delivers a
request for arbitration, a neutral arbitrator will be selected as provided in
the Rules. The arbitration will be conducted exclusively in the English language
at a site specified by Bead Pay LLC in Delaware, USA. The award of the
arbitrator will be the exclusive remedy of the parties for all claims,
counterclaims, issues or accountings presented or plead to the arbitrator. The
award of the arbitrators will require payment of the costs, fees and expenses
incurred by the prevailing party in any such arbitration by the non-prevailing
party. Judgment upon the award may be entered in any court or governmental body
having jurisdiction thereof. Any additional costs, fees or expenses incurred in
enforcing the award may be charged against the party that resists its
enforcement. Notwithstanding the foregoing, you agree that the following matters
shall not, at the election of Bead Pay, be subject to binding arbitration: (a)
any dispute concerning Bead Pay’s or its suppliers or service providers’ IPR;
(b) any dispute related to or arising from allegations of criminal activity; or
(c) any claim for injunctive relief.
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

This Agreement is to be governed by and construed in accordance with the laws of
the State of Texas (without regard to conflicts of laws principles). The Parties
agree that the exclusive venue and place of jurisdiction for any dispute or
litigation arising from or relating to this Agreement shall be the county and
district courts located in Dallas County, Texas. THE PARTIES HEREBY FURTHER
WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THEY MAY BE PARTIES
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
UPDATES TO TERMS

We may make changes to these Terms from time to time. When these Terms are
updated, 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.
FORCE MAJEURE

Neither party will be responsible for performance of its obligations hereunder
where delayed or hindered by events beyond its reasonable control, including,
without limitation, acts of God or any governmental body (including regulation,
enforcement, controls or restrictions on cryptocurrency, blockchain, the
platform or the Services), pandemics, wars 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.
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 Bead Pay 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.
SURVIVAL

The provisions of the following sections shall survive the termination of these
Terms:
Representations and Warranties
Effect of Account Closure
Security
Privacy and Data Protection
Intellectual Property
Advertising and Marketing
Settlement Delays
Indemnification
No Warranties
Limitation of Liability, and
Miscellaneous

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 the Our Services section (see above), nothing is intended to establish either
Party as an agent of the other.
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Virtual Currency Consumer Terms of Use

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Our Services
Contacting Entity
Activities and Regulation
Representations and Warranties
Your Merchant Account
Account Opening and Registration
Transaction Processing Limits
Consumer Verification
Prohibited Use and Restrictions
Account Security
Account Records
Account Suspension and Closure
Third-Party Services
Security
General Security
Digital Wallet Security
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Our Ownership of the Services and Bead Pay Website
Use of Bead Pay Content
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Consumer Exchange Rate Guarantee
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Supported Payment Currencies
Irregular Payments
Refunds
Refund Procedure
Disclosure of Refund Policy
Complaints
Consumer Complaints
Merchant Complaints
Settlement
Fees
Indemnification
No Warranties
Limitation of Liability
Miscellaneous
Taxes
Assignment
Severability
Waivers
Interpretation
Notices
Arbitration
Governing Law; Jurisdiction; Waiver of Jury Trial
Updates to Terms
Force Majeure
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