Stablepay Terms and Conditions
1. General.
1.1.Subject to these Stablepay Terms and Conditions (these “Terms and Conditions”), StablePay International, LLC (“Stablepay” or “we” or “us”) provides you (“You” or “User”) certain services and access to a platform (the “Stablepay Platform”) to facilitate holding and moving stablecoin assets and other associated functions, including making payments, facilitating spend cards and associated transactions, and transferring your assets (collectively, the “Services”).
1.2.By accepting these Terms and Conditions or accessing or using any portion of Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. You further acknowledge that these Terms and Conditions form a contract between you and Stablepay even if acknowledged electronically and not physically signed by you and Stablepay. If you are entering into these Terms and Conditions on behalf of a company, business or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to these Terms and Conditions, in which case the terms “you” or “your” or “Client” will refer to such Client Entity. If you do not agree with these Terms and Conditions, or if you do not have such authority to contractually bind such Client Entity, you must not accept them and you may not access, use, or receive Stablepay Services.
2. Description of Stablepay Services.
2.1. Self-Custodial Wallet
2.1.1.Stablepay Wallet Description. Stablepay provides you the ability to create, and services to facilitate, the use of a self-custodial wallet, also known as a “non-custodial” wallet (each, a “Stablepay Wallet”), to store and transfer certain stablecoin assets, as described on the Stablepay Platform. Stablepay is not a custodian of any Stablepay Wallet and will have no control over the assets in your Stablepay Wallet, except as authorized under these Terms and Conditions or otherwise authorized by you in writing. You acknowledge and accept that you are responsible for the security and management of your Stablepay Wallet.
2.1.2.Stablepay Wallet Assets. Subject to these Terms and Conditions, including your representations and warranties contained within, you may choose to store certain stablecoin assets in your Stablepay wallet. Stablepay is not a bank and Stablepay Wallets are not accounts guaranteed by the Federal Deposit Insurance Corporation or other similar entity. Stablepay is not, and is not acting as, a trustee, fiduciary, or escrow agent with respect to any assets held within a Stablepay Wallet.
2.1.3.Access to Stablepay Wallet. Subject to your compliance with these terms and Stablepay’s discretion, Stablepay will facilitate your access and use of your Stablepay Wallet. In the event that you choose to close your Stablepay Wallet or Stablepay chooses to terminate your access to the Stablepay Platform, your Stablepay Wallet or use of any Services, Stablepay will take commercially reasonable efforts to facilitate the Transfer, defined below, of any assets held in your Stablepay Wallet to a Transfer Destination, defined below, except that Stablepay may not facilitate this Transfer if, in Stablepay’s sole discretion, you have violated applicable law or Stablepay cannot or should not facilitate the Transfer.
2.1.4.Limited Right to Wallet. You grant Stablepay a limited right to access and transfer assets held within your Stablepay Wallet solely as required under these Terms and Conditions, other applicable agreements, or as otherwise authorized by you. This right will include, without limitation, Stablepay’s right to lock assets in your Stablepay Wallet to facilitate Transfers you initiate. Once assets are locked in your Stablepay Wallet, they cannot be utilized for any other transactions or purposes.
2.1.5.Payments and Transfers. Upon your request or as authorized by you through these Terms and Conditions, Stablepay, including through its third-party providers, as applicable, will provide Services to facilitate adding funds to your Stablepay Wallet or transferring funds out of your Stablepay Wallet (each a “Transfer”), including to make payments using a Spend Card, as defined below. When you initiate, and Stablepay facilitates, a transfer, Stablepay will coordinate, through third-party providers, to convert your fiat currency into stablecoin or stablecoin into fiat currency, as the case may be, in order to facilitate your requested Transfer. You acknowledge and agree that Stablepay or any applicable third-party provider may refuse to process a Transfer for any reason at any time, in their sole discretion. Transfer requests are contingent on you providing Stablepay or the relevant third-party provider all requested information. You are solely responsible for the accuracy and completeness of the information you provide when initiating a Transfer, including the information about the Transfer Destination, as defined below. Stablepay and any third-party provider will not be responsible or liable for any harm, damage, liability, losses, or similar that arise in connection to your provision of inaccurate, incomplete, or incorrect information.
2.1.6.Transfer Authorization. When you initiate a Transfer out of your Stablepay Wallet: (a) you are instructing Stablepay, directly or through the relevant third-party provider, to process the Transfer; and (b) you authorize Stablepay and/or the relevant third-party provider to debit the amount necessary to complete the Transfer from your Stablepay Wallet and to pay it to your bank or similar accounts or the financial institution of the third party’s bank or similar account, as applicable, (the “Transfer Destination”) directly or through the relevant third party provider on your behalf. In addition, you authorize Stablepay and consent to Stablepay sharing information required to facilitate your Transfers, and you authorize and consent to Stablepay receiving information required to facilitate such Transfers from your designated third party.
2.1.7.Transfer Methods. Stablepay will facilitate Transfers into or out of your Stablepay Wallet using the Transfer method you request through the Stablepay Platform, such as, for example, Transfers using the Automated Clearing House (“ACH”), Society for Worldwide Interbank Financial Telecommunication (“SWIFT”), or Single Euro Payments Area (“SEPA”) frameworks.
2.1.8.Transfer Fees. Transfers may be subject to fees based on your requested Transfer method, the end destination of your Transfer, as applicable, any third-party providers involved in the Transfer, and Stablepay’s own Services (“Transfer Fees”). Stablepay will make commercially reasonable efforts to inform you of Transfer Fees before you finalize a Transfer request. You acknowledge and agree that you will be responsible for any additional Transfer Fees that may become applicable and for applicable Transfer Fees above the amount that Stablepay had informed you.
2.1.9.Self-Custodial Wallet Restrictions. Stablepay and Stablepay’s third-party providers may subject your Stablepay Wallet to requirements and restrictions, including, without limitation, requirements on wallet balance, eligibility, restrictions on Transfers, and acceptable use. Such requirements and restrictions will be made by Stablepay in Stablepay’s sole discretion. Stablepay will make commercially reasonable efforts to communicate any such requirement or restriction to you, but Stablepay reserves the right to put any requirement or restriction in place at any time, with or without notice. You represent and warrant that you own or have the authorization to Transfer any and all funds or assets involved in a Transfer and that you acquired all such funds legally and in compliance with applicable law.
2.2. Spend Cards
2.2.1.General. Stablepay may provide access to pre-paid cards and credit cards (collectively, “Spend Cards”) through third-party providers that will issue and manage such cards (each, an “Issuer”). Your use of any Spend Cards is subject to the agreements, terms, and conditions you agree to with any such third-party providers (“Issuer Terms”).
2.2.2.Eligibility. Your eligibility for any Spend Card is subject to the requirements set forth in the applicable Issuer Terms, and your access to any Spend Cards through the Stablepay Platform is at Stablepay’s discretion.
2.3.Sending Funds. Stablepay will facilitate sending funds from your Stablepay Wallet to trusted recipients upon your request through certain in-application features. You may request Stablepay to send funds directly to another Stablepay Wallet, to another stablecoin wallet, or to a recipient bank account. Funds sent to another Stablepay Wallet are generally processed within minutes. Before sending funds to a non-Stablepay destination, Stablepay will send an SMS text message to ask your recipient if they would like to set up a Stablepay account to claim and receive the funds in a Stablepay Wallet. If your recipient chooses to receive the funds in Stablepay, we will send the funds within minutes and without fees, including a refund of associated fees prepaid by you. If your recipient does not choose to receive the funds in Stablepay, the funds will be sent to the requested destination, and additional fees may apply as described in the Stablepay Platform. Any request you make for Stablepay to send funds will be for a lawful and legitimate purpose. Stablepay will review your request to send funds, the information you provide, and other relevant information related to your request and may pause, contact you for more information, and/or reject your request to prevent fraud or otherwise in Stablepay’s discretion. Once you have requested Stablepay to send funds to another wallet or a recipient, you may not be able to cancel that process and the funds may not be able to be revoked or returned. You should only send funds to recipients you know and trust. By requesting that Stablepay facilitate this, and by providing recipient details, including, without limitation, contact information, recipient bank account details, or other information reasonably requested by Stablepay, you acknowledge, agree, represent, and warrant that:
(a)You have obtained the recipient’s consent to share such details and information with Stablepay for Stablepay to facilitate receipt of the payment;
(b)You have obtained the recipient’s consent for Stablepay to send SMS text messages to the contact information you provide to Stablepay to facilitate receipt of the payment; and
(c)You have confirmed that recipient understands and agrees to be responsible for any fees or other charges required by their wireless carrier related to the SMS text messages sent by Stablepay.
2.4.Notwithstanding anything to the contrary herein, Stablepay reserves the right, in its sole discretion, to reject any request for Stablepay Services without providing any reason for such rejection. In such event, we will use commercially reasonable efforts to inform you of our decision as soon as possible after your request for one or more Stablepay Services and will refund any payments you made relating to such rejected request if and as applicable.
3. Terms; Accounts.
3.1. Terms and Conditions Updates.
These Terms and Conditions may be updated from time to time, with the date of the last revision shown at the top. It is your responsibility to regularly review these Terms and Conditions for updates. Your continued use of the Services or accessing the Stablepay Platform after the date any such changes become effective indicates your approval of such Terms and Conditions. In certain cases, Stablepay may notify you of upcoming changes. In such cases, your continued use of or access to our Services or Stablepay Platform or your failure to respond to such notification and reject the upcoming changes within ten (10) business days will constitute your acceptance of such changes.
3.2. Third Party Provider Terms.
The Services might provide access to various services including fiat conversion, Spend Cards, and other services as might be the case from time to time. Such services are offered directly by third party providers, subject to those third parties’ terms, conditions, and agreements, and may require separate registration and other processes.
3.3. User Accounts; Anti-Money Laundering Compliance.
In order to use the Services, you must register for and maintain an active account (“Account”). You must be at least 18 years old to register for and maintain an Account. Stablepay maintains the right to delete or deactivate duplicate or fraudulent accounts. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account credentials at all times. You cannot register for or maintain an Account if you have previously been banned from accessing or using the Services or any other Stablepay product, service, or platform. Account registration may require you to provide Stablepay certain information about you and/or the Client Entity you represent. This information may include your name, address, and contact information, and information regarding the Client Entity, such as address, place of incorporation, principal place of business, and other details. Stablepay may also require that you complete identity verification or verify other information. Without limitation, Stablepay may request or require any other information or processes reasonably requested to verify and register your Account (collectively “KYC/KYB Information”). You are responsible for providing accurate KYC/KYB Information. You may be denied access to, or use of, the Stablepay Platform or Services if you refuse to provide information requested by Stablepay or if any information you provide is inaccurate or incomplete.
3.4. Prohibited Activities.
You acknowledge and agree that you have read, fully understood, and will abide by the Stablepay Prohibitions List, accessible at https://stablepay.com/terms/ and updated from time to time. You further acknowledge and agree that any violation, or potential violation, of the Stablepay Prohibitions List may result in your suspension or termination of access to the Services, the Stablepay Platform, and services provided by Stablepay affiliates and third-party providers.
3.5. Fair Use.
You acknowledge and confirm that you will not share your access to the Stablepay Services, except within your organization as applicable. Stablepay reserves the right to cancel, pause, or end your access to some or all Stablepay Services offerings, without explanation or notice, if Stablepay, in its sole discretion, believes that you are abusing, “gaming”, reselling, violating these Terms and Conditions, or otherwise misusing your access to the Stablepay Platform or any Stablepay Services.
4. Confidentiality, Intellectual Property, and Privacy.
4.1. Confidentiality.
All business, technical or financial information disclosed by a party to the other party under this Agreement will be the “Proprietary Information” of the disclosing party. Proprietary Information of Stablepay includes the Stablepay Services and all processes, tools, materials, documentation, and software involved in the Stablepay Platform. Each party will hold in confidence and not disclose any Proprietary Information of the disclosing party.
4.2. Return of Proprietary Information.
As requested by the disclosing party, the receiving party will promptly return to the disclosing party (or, at disclosing party’s election, destroy) all Proprietary Information of the other party. Despite the foregoing, the receiving party is not required to destroy any Proprietary Information stored in a party’s backup/disaster recovery systems or required to be retained to comply with applicable law or regulatory requirements. All such retained information will be subject to the terms of this Section 4 for as long as such information is held by the receiving party.
4.3. Intellectual Property.
Except as described herein, the Parties acknowledge and agree that rights, title and interest in any Proprietary Information will remain the property of the disclosing party. Accordingly, the parties specifically agree and acknowledge that the receiving party will have no interest in the Proprietary Information, including, without limitation, no interest in know-how, copyright, trademark or trade names. Stablepay and its affiliates have the right, but not the obligation, to monitor the Stablepay Platform and utilize the information you provide, including to improve the Stablepay Services or develop other services.
4.4. Data Security; Privacy.
Stablepay will put in place commercially reasonable technical and organizational measures to protect the confidentiality, availability, and integrity of the Stablepay Platform, User content, Proprietary Information and other information you provide Stablepay. You are responsible for your device, account details, updates, and other personal security items.
5. Representations and Warranties.
5.1.Stablepay Representations and Warranties. Stablepay represents and warrants that it has the full power, right, and authority to enter into these Terms and Conditions and to carry out its obligations hereunder, and that Stablepay will provide the Stablepay Platform in accordance with its documentation and specifications.
5.2.Your Representations and Warranties. You represent and warrant to Stablepay that you:
5.2.1.have the full right, power, and authority to enter into these Terms and Conditions, and to perform your obligations hereunder;
5.2.2.any actions you take in connection to these Terms and Conditions or with Stablepay, a Stablepay affiliate, any Stablepay or affiliate personnel, or any Stablepay third party providers will be in compliance with applicable law;
5.2.3.you are eighteen (18) years or older;
5.2.4.will not abuse, “game,” resell, copy, sub-license or otherwise abuse any Stablepay Services offerings;
5.2.5.will not modify, reverse engineer, decompile, create other works from, or disassemble any Stablepay Proprietary Information, including the Stablepay Services or any portion of the Stablepay Platform;
5.2.6.have complied with all applicable laws and regulations, including all privacy and data protection laws, and obtained all permissions, consents, releases, rights, or licenses legally required to submit personal data and all other information submitted to Stablepay, and to allow Stablepay to use such information as permitted by these Terms and Conditions and Stablepay’s Privacy Policy, located at Stablepay.com/privacy;
5.2.7.are not (and will not submit any information of a person who currently is) (i) a person who is, or is directly or indirectly owned or controlled by any person, currently included on the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC, or (ii) a person who is, or is directly or indirectly owned or controlled by any person who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide or territorial sanctions imposed by the United States or other applicable government sanctions authority;
5.2.8.will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary rights in connection with Stablepay’s Stablepay Services, including as it relates to your activity on the Site, Stablepay’s possession and use of any User content or information you provide, and your exercise of any Stablepay rights and licenses granted to you herein;
5.2.9.will use and interact with Stablepay and the Stablepay Platform, for lawful and legitimate purposes and in compliance with any applicable law and third party right;
5.2.10.will not provide any User content that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
6. Support and Escalation.
While the Stablepay Platform is designed to be available 24 hours a day and seven days a week under standard operating conditions, you acknowledge and agree that Stablepay does not make any representations, warranties, or guarantees about the Stablepay Platform’s availability.
7. Termination.
These Terms and Conditions apply and remain in effect until you are no longer using or accessing any Stablepay Services, at which point they automatically terminate. Either party may terminate these Terms and Conditions without cause by giving the other party at least thirty (30) days prior written notice (email sufficient). Upon termination of these Terms and Conditions, all provisions of a continuing nature including, without limitation, those set forth in Sections 3.1, 3.4, and 4 through 11, will survive such termination of these Terms and Conditions. Notwithstanding this Section, Stablepay may immediately terminate this Agreement and your access to the Stablepay Platform and the Stablepay Services if Stablepay reasonably believes that you are violating these Terms and Conditions or in any way misusing the Stablepay Services.
8. No Warranties and Disclaimer by Stablepay.
THE SERVICES AND STABLEPAY PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” STABLEPAY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, STABLEPAY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, QUALITY, TIMELY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR THE STABLEPAY PLATFORM, OR THAT THE SERVICES OR STABLEPAY PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
STABLEPAY DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE STABLEPAY PLATFORM. STABLEPAY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE STABLEPAY PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. STABLEPAY’S USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.
9. Limited Liability and Indemnification.
9.1. Limitation of Liability.
Stablepay will not be liable to you for any incidental, consequential, indirect, special, punitive, or exemplary damages (including damages for loss of business, loss of data, loss of goodwill, loss of profits, or the like) arising out of or relating to these Terms and Conditions, including without limitation, Stablepay’s provision of and/or your use of the Stablepay Platform or the Services, including without limit, any and all offerings, and/or any results therefrom, your use or inability to use the Stablepay Platform, the Site, Stablepay Proprietary Information, or any interruption or disruption of any of the foregoing, even if Stablepay has been advised of the possibility of such damages and regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise). The aggregate liability of Stablepay with regard to these Terms and Conditions will in no event exceed Five Hundred United States Dollars ($500 USD); provided that the limitations of liability set forth in this Section will not limit any refund obligations of Stablepay under described in this Agreement.
9.2. Jurisdictional Limitations.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, Stablepay’s liability will be limited to the greatest extent permitted by law.
9.3. Indemnification.
You agree to indemnify, defend and hold harmless Stablepay and Stablepay’s affiliates and each of their respective officers, managers, members, employees and agents for liabilities, including reasonable attorneys’ fees, taxes and fines, that first arose under these Terms and Conditions to the extent resulting from your access to the Stablepay Platform or use of the Services, breach of these Terms and Conditions, intellectual property infringement, information you provide Stablepay, including User content, KYC/KYB Information, or any other information, or any third party claims, including but not limited to, claims related to applicable intellectual property, data privacy, and data protection laws.
10. Dispute Resolution.
Jury Waiver. These Terms and Conditions are made under and will be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts or choice of law that would result in the application of the laws of any other jurisdiction. In any action between the parties arising out of these Terms and Conditions, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York; (b) waives any and all right to trial by jury in any legal proceeding arising out of or related to these Terms and Conditions and any services and transactions contemplated hereby; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 11.
11. Miscellaneous.
These Terms and Conditions constitute the entire agreement between the parties relating to the Stablepay Services, including all offerings described on the Stablepay Platform. The failure of Stablepay to exercise or enforce any right or provision of these Terms and Conditions will not be a waiver of that right. No waiver, change, or modification to these Terms and Conditions will be effective unless in writing signed by both parties; provided that the foregoing does not limit any of Stablepay’s rights to change or modify these Terms and Conditions, which such changes, amendments, or modifications will take effect as of the date published. Any notices to Stablepay in connection with these Terms and Conditions will be made by email transmitted to legal@stablepay.com, provided that you also send a copy of such notice via nationally recognized carrier to Stablepay International, LLC, 2810 N. Church St, #36879, Wilmington, Delaware USA 19802-4447, Attn: Contract Administration. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by Stablepay to the email or mailing address associated with you and/or your account. You agree that Stablepay is entitled to seek injunctive and other equitable relief to enforce your confidentiality obligations to avoid harm that cannot adequately be remedied by monetary damages. The section and subsection headings used in these Terms and Conditions are for convenience only and will not be used in interpreting these Terms and Conditions. If any provision of these Terms and Conditions are determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.