Introduction And Acceptance
These terms and conditions and all its Annexes and Amendments (the “Terms”) constitute a legal agreement between you (“Client”, “you” or “your”) and B2BINPAY El Salvador S.A. de C.V., a company incorporated under the laws of El Salvador (“B2BINPAY”, “Company”, “we”, “us” or “our”). The Terms govern your use of the B2BINPAY Services made available to you on or through the Platform or otherwise. The Solution may be provided by us or, if specified in these Terms, any Product Terms, or any additional terms, by any of our Affiliates.
B2BINPAY is authorized by the National Commission of Digital Assets (CNAD) as a Digital Asset Service Provider (PSAD) and by the Central Reserve Bank of El Salvador as a Bitcoin Service Provider (PSB), under the supervision of the Superintendencia del Sistema Financiero (SSF).
All products and services offered by B2BINPAY EL SALVADOR are subject to the applicable digital asset regulations in El Salvador. Any references to products or services refer exclusively to those authorized for offer or sale by the competent authorities. Nothing provided by B2BINPAY EL SALVADOR should be construed as investment advice regarding digital assets. Investors are encouraged to review all official documentation related to any issuance, offer, or sale of digital assets.
Please read carefully these Terms, as they are binding and govern your use of our services. These Terms may change at any time without notice, including updates to:
1. Reflect changes to our services;
2. Reflect new products and services;
3. Address legal, regulatory, or security developments;
4. Prevent harm to our services and platforms.
These Terms can only be modified in writing and any amendment will be effective as of the Last Updated date set forth in these Terms. You should frequently check these Terms for updates. If you continue to access or use our services, after we change these Terms, you agree to all our changes.
IMPORTANT: By clicking on “Sign Up” you agree and accept these Terms, therefore you agree that you have read, understand, and completely agree to them. If you do not agree to these Terms, you must not access or use our services.
If you are entering into this agreement on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
If you are a customer and wish to submit a complaint that has not been resolved by Us, you may contact the Superintendencia del Sistema Financiero (SSF) at:
Address: Avenida Albert Einstein, Urbanización Lomas de San Francisco, No. 17, Distrito de Antiguo Cuscatlán, Municipio de La Libertad Este, Departamento de La Libertad;
Phone: (+503) 22240942;
Website: <https://www.ssf.gob.sv>
Eligibility
To use our services, you must create an account with us and provide us with certain information. Also, you need to meet the following conditions:
- Be a legal entity, duly organized, validly existing, and in good standing under the applicable laws of your jurisdiction;
- If you are acting as an individual, you must have reached the legal age of majority in your jurisdiction and possess the legal capacity to accept these Terms;
- Have a valid email address, mobile phone number, and street address;
- Your representatives must have full power and authority to enter into these terms on your own name or on behalf of a company;
- Not be subject to any sanctions or listed on any restricted or prohibited lists maintained by any competent authority, including but not limited to the United Nations Security Council, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or any similar authority;
- You are not a resident in, or not incorporated in, nor directly or indirectly controlled by, any person located in or resident of a Restricted Jurisdiction, and that you do not operate from any such jurisdiction. For the purposes of these Terms, “Restricted Jurisdictions” are those in which we reserve the right not to offer our services;
- You guarantee and warrant that the use of our services will not violate any applicable laws or regulations in your jurisdiction;
- Not use the Services on behalf of or for the benefit of any person or entity that is prohibited from using the services.
As part of getting to know our clients, we may ask you for more information before we can activate your account or unlock extra features. You’ll only be able to use our services once we finish verifying your details. If you don’t complete the verification, we may unilaterally terminate this Terms and close your account.
By accepting these Terms, you authorize us to verify your identity and, where applicable, the identity and eligibility of the legal entity you represent. This verification may be carried out by the Company or through reputable third-party service providers for the purposes of fraud prevention, regulatory compliance, and enforcement of these Terms. We reserve the right to take any actions we deem necessary based on the results of such verification, and we are not obliged to disclose those results to you. Your information may be shared with credit bureaus, fraud prevention services, and financial crime agencies, which may fully respond to our inquiries.
You give us permission to check your identity and the identity of the corporate entity that you represent and eligibility, however we need—either ourselves or through trusted third parties—to prevent fraud and comply with these Terms and applicable laws. We may take any actions we think are necessary based on what we find, and we don’t have to share the results with you. By agreeing, you understand that your information may be shared with credit, fraud-prevention, or financial-crime agencies, and they can fully respond to our inquiries. By agreeing to these Terms, you represent and warrant that you meet all the above requirements.
Services
We will provide you with a digital processing solution that allows your customers to make payments in digital assets whenever they buy your products or services online (the “B2BINPAY Services”). In the terms of El Salvadoran law, the B2BINPAY Services encompass:
- Exchange of Digital Assets for fiduciary money or equivalent or for other Digital Assets, either using own capital or that of a third party;
- Transfer of Digital Assets or the means to access or control them, between natural or legal persons or between different acquirers, electronic wallets, or accounts of Digital Assets; and
- Safeguard, custody or manage Digital Assets or the means to access or control them.
Digital Asset Payments
Once your customers make the payment through our solution, their Digital Assets will be transferred from your customer's digital wallet to your receiving digital wallet in B2BINPAY.
From your wallet you will be able to exchange those Digital Assets for fiat currency or for another Digital Asset supported by our solution. Remember that our solution supports only specific types of Digital Assets. It is your responsibility to ensure that your clients make payments using one of the Digital Assets supported by the B2BINPAY platform. The Company shall not be liable for any funds sent in unsupported assets.
For the most up-to-date list of supported Digital Assets, please refer to our official page <https://b2binpay.com/en/available-currencies>
Please note that it is your sole responsibility to ensure that your clients are provided with the correct and valid deposit address for receiving payments. We shall not be liable for any loss of Digital Assets resulting from funds sent to an incorrect, expired, or otherwise invalid address, including addresses not generated or assigned through the B2BINPAY solution.
Digital Wallet Services
B2BINPAY allows you to create two types of digital wallets: **Merchant Wallets** and **Enterprise Wallets**. Both wallets can be created under your single account, each of them is designed to support the storage, receipt, and management of your Digital Assets, with special features and fee structures.
#### Merchant Wallet
When you create a Merchant Wallet, your Digital Assets are held by the Company on an omnibus basis. This means that while your assets are not individually allocated on-chain, you will have a virtual balance representation of your holdings within the B2BINPAY platform.
You may denominate your Merchant Wallet in fiat currencies or Digital Assets supported by B2BINPAY. Our automatic currency conversion functionality enables you to receive payments in any supported Digital Asset, regardless of your wallet’s denomination. Incoming payments are automatically converted into your chosen wallet denomination.
Therefore, the Company is obligated to transfer your funds—whether in Digital Assets or fiat currency—upon your request, submitted through the B2BINPAY Dashboard, in accordance with these Terms and subject to applicable procedures and compliance checks.
Enterprise Wallet
When you create an Enterprise Wallet, your Digital Assets are held in segregated on-chain addresses. Each Enterprise Wallet is assigned a unique blockchain address, ensuring direct visibility, transparency, and traceability of ownership on the blockchain. You may also create multiple deposit addresses under a single Enterprise Wallet for operational flexibility.
Enterprise Wallets can only be denominated in a specific Digital Asset, as the funds are stored directly on-chain. Unlike Merchant Wallets, currency conversion is not supported within the Enterprise Wallet. Accordingly, all transactions involving your Enterprise Wallet must be executed in the same Digital Asset that the wallet is denominated in.
Please note that the creation and maintenance of segregated on-chain addresses may incur additional fees, including gas or network costs incurred by the Company to generate and manage each address.
The Company reserves the right to update or modify the list of supported Digital Assets at its sole discretion and without prior notice. It is your responsibility to regularly review the list to ensure that you and your clients transact only in supported Digital Assets.
Transfers
With B2BINPAY, you can process both incoming and outgoing transactions to and from your Wallet, including but not limited to deposits, payouts, activation fees, and merchant payments. For a complete list of transaction categories, please refer to the Transfer types.
Each transaction is subject to review and confirmation by our Compliance team before processing. You may monitor the transaction status in your Dashboard, which may reflect any of the following states:
- Canceled: The transaction was canceled due to security concerns or because the amount was below the minimum threshold.
- Blocked: The transaction was flagged as suspicious during AML screening and is temporarily held for further compliance verification.
- Failed: The transaction failed at the blockchain level.
- Created: The transaction has been initiated and is pending processing. Status will update shortly.
- Unconfirmed: The transaction has been broadcast to the blockchain but has not yet received the required number of confirmations.
- Confirmed: The transaction has received the required number of confirmations and is successfully completed.
Please note that for Enterprise Wallets, all transactions must be made on the same Digital Asset denomination as the wallet. In contrast, Merchant Wallets support automatic currency conversion, so the transaction currency may differ from the wallet denomination.
Deposits
We call deposits to invoices that have been generated to proceed a payment and are associated with some of your wallets. You may generate a multiple unique deposit address for your wallets through B2BINPAY Frontend, in which you will only be able to receive payments in Digital Assets.
From there you may also request payouts in fiat currency or initiate conversions into other supported Digital Assets via the B2BINPAY platform. Please note that your Wallet is not a deposit account and is not covered by any deposit protection or insurance scheme in any jurisdiction in which we operate. However, the Company follows industry best practices and applies robust security measures to safeguard your Digital Assets. Importantly, your Digital Assets are always stored and managed separately from the Company’s own assets at all times.
If you attempt to deposit any unsupported Digital Asset, you may permanently lose such asset. The Company assumes no liability for losses resulting from deposits of Digital Assets that are not supported or accepted by the B2BINPAY platform.
At our sole discretion, we may choose to attempt to identify and return the unsupported asset. However, we are under no obligation to do so. If we decide to proceed with recovery, we may charge a recovery fee to cover the costs and efforts involved.
Payouts
B2BINPAY enables you to initiate various types of payouts from your wallets, including but not limited to:
- Digital Asset transfers;
- Fiat withdrawals; or
- Internal transfers between wallets under the same ownership.
All payouts are subject to Anti-Money Laundering (AML) checks and other compliance verifications. Please note that this process may take additional time, and transactions may not be processed automatically until verification is successfully completed. Transactions flagged during these checks may be temporarily blocked pending further review.
You are responsible for ensuring the accuracy of payout details, including recipient addresses and amounts. We will not be liable for losses resulting from the incorrect payout information provided by you.
Custody Wallet
You can create a new Custody Wallet in order to use the Custody Wallet Services. This wallet is created in addition to your existing Merchant and/or Enterprise wallets. Each Custody Wallet relates to only one Digital Asset.
In order to use Custody Services for several Digital Assets you need to create a separate Custody Wallet for each such Digital Asset.
Digital Assets can be sent to the Custody Wallet only from existing Merchant and/or Enterprise Wallets. In case that the Digital Assets are being transferred from the Enterprise Wallet, the transfer can only be done in a Digital Currency that is currently being held on the Enterprise Wallet.
In case that the transfer is being made from the Merchant Wallet, the transfer can be done in a Digital Currency that is currently being held on the Merchant Wallet, or you can choose to exchange it for a different Digital Currency and to top up the Custody Wallet with such different currency — in which case the exchange fee shall be applied prior to the transfer.
Custody Wallet Services are only provided in relation to certain Digital Assets. Make sure to always check our web page and the list of supported Digital Assets.
You can also initiate a withdrawal of Digital Assets from your Custody Wallet by filing a withdrawal request specifying the exact Digital Asset you wish to withdraw, the amount you wish to withdraw, and the designated withdrawal address.
The withdrawal requests can only be initiated via the B2BINPAY Frontend.
The main point of Custody Wallet Services is the secure withdrawal process — the nature of which is such that the withdrawals will take more time than regular withdrawals. In case you do not understand the withdrawal process, or that you consider that the instant availability of funds is crucial for your business, you should not use Custody Wallet Services.
You may at any time request a withdrawal, and this withdrawal will be processed by our time in a professional and timely manner. However, the withdrawal approval process will include a video verification of the person making the withdrawal request. This additional step will add to the security of your Digital Assets, however it inherently makes the withdrawal process slower.
If you choose that every withdrawal needs to be confirmed by two persons on your side, the withdrawal will only be approved once the video identification of both such persons has been completed.
After the video verification and additional AML/CFT checks are completed the subject Digital Assets will be promptly sent to the designated Digital Asset address.
The withdrawals will only be approved after the designated withdrawal address has passed our AML/CFT checks.
Segregation of funds
Any fiat currency you deposit with us from time to time will be segregated from the Company’s own funds. Such segregation is achieved by placing your funds with our partnered banks and electronic money institutions (EMIs), where they are held in fiduciary capacity for your exclusive benefit.
Your fiat funds are not used for proprietary trading, lending, or any other activity for the benefit of the Company. The use of client funds for Company operations is strictly prohibited.
Ownership of Digital Assets
None of the Digital Assets held in your wallets are owned by the Company, loaned to the Company, or subject to claims by the Company’s creditors. We do not represent or treat the Digital Assets in your account, or those of any other customer, as our property.
However, you acknowledge that in the event of insolvency or legal proceedings, a court may take a different view and determine that such assets are subject to the claims of the Company’s creditors, despite our intended treatment.
The Company does not grant any security interest over the Digital Assets in your account and will not use, sell, loan, pledge, hypothecate, or otherwise dispose of your Digital Assets except:
- As instructed by you;
- As required by a valid court order; or
- As otherwise permitted under these Terms, including by sending them to a third party exchange to be exchanged for another type of Digital Asset.
We make no representation or warranty that any Digital Asset in your account is free of existing security interests, liens, or other encumbrances that may arise from third-party actions.
Account Registration and Security
In order to access and use B2BINPAY Services, you must complete the registration process and create an account with us (the “Account”). During the process of creating your Account your grant and warrant that you have provided us with accurate, complete, and up-to-date information as requested.
You agree to cooperate fully with all identity verification procedures requested by us and to provide all documentation and information required for compliance with Know Your Customer (KYC) and Anti-Money Laundering (AML) obligations under applicable law.
You are solely responsible for maintaining the confidentiality and security of their Account credentials, including login details, passwords, API keys, and any authentication data. You shall implement commercially reasonable measures to protect against unauthorized access.
You are required to pass the KYC verification.
If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, we have the right to send to you a notice to demand corrections or terminate all of B2BINPAY Services.
We strongly recommend you to enable Two-Factor Authentication (2FA) to enhance the security of your Account. If you enable these authentication factors, you are responsible for securely managing all 2FA tokens and backup methods. Please remember that you are entirely responsible for maintaining the confidentiality of your login credentials at all times. The Company will never request your password or any other authentication information. Any request for such information should be considered suspicious and reported to us immediately.
Any activity conducted through your Account shall be deemed to have been performed by yourself. We shall not be liable for any unauthorized access or use of the Account resulting from your own failure of maintaining adequate security measures.
You agree to notify us immediately upon becoming aware of any actual or suspected unauthorized access or use of the Account or any security breach related to B2BINPAY Services.
Never share the details of your transaction, including, but not limited to, your B2BINPAY ID, the transaction hash, recipient address and/or e-mail related to a B2BINPAY account, with anyone except B2BINPAY representatives. The Company will not request specific information about user accounts, transactions or other personally identifiable data from you unless:
1. The information is requested to help complete a transaction initiated by you;
2. The information is requested to efficiently process your enquiry; or
3. It is legally required e.g. in connection with the AML/KYC procedure.
You should ascertain that your transactions and/or account details are not disclosed by ensuring that you do not knowingly or accidentally share, provide or facilitate unauthorized use of it.
Fees and Payments
In consideration for the use of B2BINPAY Services, you acknowledge that you are aware of and have agreed to the applicable fees as published on our website at <https://b2binpay.com>, or as otherwise communicated to you through valid communication channels.
The onboarding process may require the payment of a one-time setup fee, which covers compliance checks, account configuration, and initial activation of B2BINPAY Services (the “Onboarding Fees”). These fees will be disclosed to you during the onboarding process. By continuing with the onboarding process, you acknowledge and agree to the applicable Onboarding Fee.
We will issue invoices to you for the Onboarding Fee and any applicable transaction fees. Invoices are payable within the timeframe stated therein. Failure to make payment in accordance with the invoice terms may result in suspension or termination of access to B2BINPAY Services.
In case that we agree in advance payment of the Onboarding Fee, and you fail to make it within sixty (60) calendar days from the date of invoice issuance, we reserve the right to:
1. Terminate B2BINPAY Services unilaterally; or
2. Change the financial conditions of B2BINPAY Services.
Following notice of the Company’s exercise of its right under Section 4.4(ii):
- If you subsequently make the Onboarding Fee payment based on the changed financial terms, such payment shall constitute your irrevocable acceptance of the new financial conditions;
- If you fail to make the Onboarding Fee payment after an additional sixty (60) calendar days, we may repeat the actions described in Section 4.4 at each 60-day interval until payment is received.
We reserve the right to withhold access to B2BINPAY Services or your Account until you have paid the Onboarding Fee and successfully completed the KYC process according to our internal policies and requirements. If you have made the payment but you fail to complete the KYC process, provide all necessary documents, or delays beyond fourteen (14) banking days from the date that you have initiated the onboarding process with us, you may be entitled to a partial refund equal to 50% of the Onboarding Fee.
Once the KYC procedure is successfully completed and B2BINPAY Services are activated, the Onboarding Fee becomes non-refundable.
All transfer-related charges incurred during fund movements to or from your Accounts — including returns and currency exchanges — shall be borne solely by yourself. These may include charges imposed by financial institutions such as banks, payment processors, and similar entities.
We reserve the right to revise its pricing or payment terms at any time. Any such changes shall be communicated through valid communication channels and shall become effective as of the date specified. If you do not accept the revised terms, we may terminate the provision of B2BINPAY Services and any other ancillary service in accordance with the applicable provisions. The most recent commission rates and financial terms are available on our web page.
All processing charges are applied automatically. In the event of delays due to system malfunctions, we may retroactively deduct applicable charges from your Accounts. If your Account’s balance is insufficient, we may suspend B2BINPAY Services until full settlement is made.
As stated in Section 2.1.4.3 we may choose to attempt to identify and return the unsupported asset. If recovery is technically feasible, you agree to pay us a recovery fee of no less than USD 200 per transaction. Final costs will be determined case by case after internal review. This fee may be withheld directly from the Digital Asset involved in the improper deposit attempt.
The exchange rates for your Digital Assets displayed in your Dashboard are indicative and may fluctuate within seconds due to market volatility. Accordingly, you acknowledge and accept that the final amount received may differ from the amount initially displayed.
You may process payouts to your End Users, you acknowledge that each transaction is subject to applicable exchange rates at the time of execution and the corresponding amount will be deducted from your Account balance.
You acknowledge that the minimum deposit and payout values for each Digital Asset is as specified on our website. You agree to monitor these values and understand that any deposit below the specified minimum will not be processed through our Solution.
Risk Disclosure
You acknowledge and understand that the use of Digital Assets and related services involves significant risks, including but not limited to:
- High price volatility and market unpredictability;
- Potential for total loss of value;
- Regulatory uncertainty and legal changes;
- Technological failures, cyber-attacks, and hacking;
- Irreversible transactions;
- Liquidity risks and limited market availability.
You agree to assume full responsibility for all risks associated with the use, exchange, transfer, and storage of Digital Assets through our platform.
Online services provided by us are inherently subject to operational risks including, but not limited to: system errors, data transmission failures, unauthorized intrusions, and internet-based threats. While we maintain security protocols and safeguards, it does not guarantee complete protection against such risks.
You are solely responsible for evaluating and understanding the nature of Digital Assets and the associated risks. We do not offer financial, investment, legal, or tax advice and make no warranties or representations as to the suitability of Digital Assets for your purposes.
You understand that Digital Asset transactions are not reversible. Therefore, you will bear full responsibility for ensuring transaction details are accurate prior to submission.
We shall not be liable for any losses resulting from the risks described above, including fluctuations in Digital Asset value, delayed transactions, loss of access credentials, or security breaches not attributable to us.
While we take all reasonable efforts to maintain the integrity and security of the B2BINPAY solution, no system is immune to evolving threats, and you accept that interruptions or failures may occur outside of our own control.
Prohibited Activities
You agree to use the B2BINPAY Services only for lawful purposes and in compliance with these Terms, all applicable laws and regulations, and any policies communicated by us.
You shall not use, or permit others to use, B2BINPAY Service or your Account for any of the following prohibited activities:
- Engaging in or facilitating any unlawful or fraudulent activity;
- Using B2BINPAY Services or your Account to launder funds or finance terrorism;
- Providing access to sanctioned individuals, entities, or jurisdictions;
- Operating as a mixer, tumbler, or using similar privacy-enhancing tools intended to obfuscate transaction origins;
- Facilitating transactions related to illegal narcotics, weapons, human trafficking, child exploitation, or any other criminal activity;
- Attempting unauthorized access to the B2BINPAY solution, including using automated tools or scripts;
- Modifying, reverse engineering, or interfering with the performance or security of B2BINPAY Services;
- Distributing unsolicited communications (spam), pyramid schemes, or similar deceptive practices;
- Misrepresenting identity or affiliation with any person or entity;
- Transferring or sharing API credentials, login data, or access tokens without authorization;
- Disabling or bypassing Two-Factor Authentication (2FA) protections where applicable;
- Failing to conduct required KYC checks on End Users when required by applicable law or by us.
We reserve the right, at our sole discretion, to investigate any activity that it suspects may be in breach of these Terms. We may suspend or terminate the provision of B2BINPAY Services and close your Account without prior notice if such breach is confirmed or reasonably suspected.
You shall be liable for any damages, losses, or regulatory exposure resulting from a breach of this Section. We may report suspected illegal activity to relevant law enforcement or regulatory authorities without previous notice.
Payment Review
In order to comply with internal anti-money laundering and counter-terrorism financing (AML/CTF) procedures and applicable laws and regulations, we reserve the right, at our sole discretion, to conduct a Payment Review of:
- Any payment received into your Account(s); and/or
- Any payment information submitted to us.
If payment is subject to Payment Review, we may, at our own sole discretion:
- Place a hold on the transaction; and
- Request any additional information or documentation from you that deemed necessary to complete the review in accordance with AML/CTF obligations.
We are under no obligation to process the transaction until the review is complete and satisfactory. Therefore, we have a right to put on hold any transaction and to block any Digital Asset if we have any suspicions in the frames of AML/KYC procedures. Upon successful completion of the AML/KYC verification, the transaction that was put on hold may be processed.
If funds are returned to you or your End Users as a result of a Payment Review, we reserve the right to deduct the following from your Account:
- Any fees incurred by us for processing the return of funds; and
- A fee for internal procedures, including investigation and monitoring, ranging from USD 50 to USD 100 per returned transaction, depending on the risk level associated with you.
Blocked amounts that are returned shall be converted using the exchange rate valid at the moment of return.
Suspension and Termination
You may request the termination of the B2BINPAY Service at any time via your account's admin panel. Once the termination request is submitted, you will be required to confirm your intent through a verification process initiated by our system.
Certain functionalities may be immediately suspended upon submission of your termination request. It is your sole responsibility to inform your End Users that your deposit address will no longer be active. If you continue to receive payments to your deposit address after requesting the termination of the B2BINPAY Service, we will continue to apply the applicable fees.
We shall not be liable for any Digital Assets sent to a deactivated or closed account, nor for any loss of funds resulting from such deposits. Furthermore, we will not have any obligation to recover or refund such funds.
Following termination, your payout functionality will remain active to allow you to withdraw your remaining Digital Asset balance or transfer it to another address.
We may suspend or terminate your access to B2BINPAY Service at any time with a 30 days notice period.
Additionally, the Company may terminate your access to B2BINPAY Services with immediate effect, without prior notice, if:
- You provide us with false, misleading, or materially inaccurate information;
- You fail to make required payments or complete KYC procedures;
- You or your End Users are involved in or suspected of engaging in fraud, money laundering, terrorism financing, or other illegal activities;
- Your activity poses a regulatory, reputational, or security risk for us;
- Your Account becomes subject to legal, regulatory, or enforcement action;
- You fail to comply with these Terms or violates applicable laws or any of our policies;
- If we are required by law, regulation, or order of a competent authority;
- Your transactions originate from or are directed to sanctioned or high-risk sources (e.g., darknet services, mixers, embargoed jurisdictions).
In addition, we may suspend your Account and disable processing capabilities if the Account remains inactive (i.e., no successful transactions) for more than six (6) consecutive months. We may subsequently terminate B2BINPAY Service by giving prior written notice.
Upon termination:
- You shall cease using B2BINPAY Services and the Account, so you shall make sure that all outstanding obligations to us and your End Users are fulfilled;
- We shall close your Account(s) and return any remaining funds, subject to applicable fees and supporting documentation;
- If your End Users mistakenly send funds to closed Accounts, and those funds are successfully deposited into your closed Account we will reserve the right to charge you the applicable transaction fee related to the receipt and handling of those funds;
- Termination does not affect your liability for any breach of these Terms or any accrued obligations prior to the termination date.
We shall not be held responsible for any business disruption, losses, or third-party disputes resulting from the suspension or termination of B2BINPAY Service.
Intellectual Property Rights
Under these Terms you are granted the right to access and use B2BINPAY solutions. By exercising such rights, you expressly acknowledge and agree to honor the intellectual property right and copyright obligations associated with B2BINPAY Service. We retain all rights, title(s), and interest in any of its technology, including all worldwide intellectual proprietary rights.
All intellectual property rights that are owned or controlled by us, or our affiliates or our licensors, at the commencement of B2BINPAY Services, will remain under our ownership or control, and/or our affiliates and/or our licensors throughout this Term and thereafter.
You shall, upon our request and/or upon termination of B2BINPAY Services, deliver promptly to us the records and materials in relation to our intellectual properties.
The intellectual property rights related to the product(s) and/or service(s), offered by us, belong to the Company.
You hereby grant to us and our affiliates a worldwide, non-exclusive, transferable, revocable (at will), sublicensable, royalty-free license to use your names, logos, trademarks, service marks, or any other distinctive signs (collectively, the “Marks”), including associated artwork, designs, slogans, text, and other marketing elements, as established under this Terms.
We and our affiliates are authorized to display your Marks on our websites, in press releases, and in other promotional materials or contexts, at their sole discretion.
You represent and warrant that you possess all necessary rights to the Marks and that the Marks and any related materials comply with all applicable laws and do not infringe any intellectual property rights or other rights of third parties.
We and our affiliates may use your name for as long as it would not objectively be considered to be harmful to your reputation or would not objectively be considered likely to lead any person to reduce their level of business with you.
Notwithstanding this right, you may request us to cease using your Marks at any time via a Valid Communication Channel, in which case we agree to remove the Marks from our promotional materials within a commercially reasonable period, not to exceed thirty (30) days following receipt of your request.
Limitation of Liability
B2BINPAY Services are provided “as is” and “as available,” without any express or implied warranties of any kind. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted access, or security.
You acknowledge and agree that we shall not be liable for any:
- Loss of profits, revenues, or business opportunities;
- Loss of data or access credentials;
- Indirect, incidental, special, punitive, exemplary, or consequential damages;
- Damages arising from cyberattacks, system failures, or acts of third parties;
- Errors in Digital Asset transactions or delays caused by network congestion, blockchain conditions, or external platforms;
- Acts or omissions by you, including the sharing of login credentials, disabling of 2FA, or improper use of B2BINPAY Services;
- Losses incurred by you, including those arising from Digital Asset price fluctuations, caused by a hold or delay due to Payment Review procedures; nor
- Losses incurred due to the use of unsupported Digital Assets, including where funds are lost as a result of being sent to incompatible addresses.
You are solely responsible for ensuring the legality of its activities and compliance with applicable regulations in its jurisdiction. We do not act as a fiduciary, custodian, investment advisor, or tax agent on your behalf or your clients.
Our total aggregate liability under or in connection with these Terms shall not exceed the total fees paid by you to us in the three (3) months preceding the event giving rise to the claim, less any processing or service costs already incurred.
Nothing in these Terms shall limit or exclude liability for fraud, willful misconduct, gross negligence, or any liability that cannot be excluded under applicable law.
Indemnification
You agree to indemnify, defend, and hold us harmless our affiliates, officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:
- Any breach of these Terms or violation of applicable laws or regulations;
- Any use or misuse of B2BinPay Service by you or your End Users, including but not limited to incorrect use of reusable address, incorrectly constructed transactions etc.;
- If you fail to complete required compliance obligations (e.g., KYC/AML);
- Any third-party claim resulting from the use that you make of B2BINPAY Services, including infringement of intellectual property rights or unauthorized disclosure of information; and
- Errors, misrepresentations, or omissions in the information provided by you.
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with us in asserting any available defenses.
Governing Law and Dispute Resolution
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of El Salvador, without regard to its conflict of law principles.
You and us have agreed to attempt, in good faith, to resolve any dispute or claim relating to these Terms through amicable negotiations. If the dispute cannot be resolved within thirty (30) days from the date one Party notifies the other of such a dispute, either Party may submit the matter to formal legal proceedings.
Any legal action, suit, or proceeding arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of El Salvador. Each Party hereby irrevocably submits to such jurisdiction and waives any objection based on venue or forum non conveniens.
To the extent permitted by law, each Party waives its right to a trial by jury in connection with any action or proceeding arising out of or relating to these Terms.
Miscellaneous
Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and communications, whether oral or written.
Amendments
We may amend these Terms at any time by providing notice through the Website or valid communication channels. Continued use of B2BinPay Service following such notice constitutes acceptance of the revised Terms. If the Client does not agree to the updated Terms, they must discontinue use of B2BinPay Service.
Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.
Survival
The provisions of these Terms which by their nature should survive termination shall remain in effect even after your access to the Services is terminated or your account is closed. This includes, but is not limited to, the following clauses:
- Clause 2.1.5 – Payouts
- Clause 4.1, 4.8, 4.9, 4.10, and 4.13 – Fees and Payments
- Clause 5 – Risk Disclosure
- Clause 6 – Prohibited Activities
- Clause 8 – Suspension and Termination
- Clause 9 – Intellectual Property Rights
- Clause 10 – Limitation of Liability
- Clause 11 – Governing Law and Dispute Resolution
These provisions shall survive and remain legally binding following the termination or expiration of these Terms for any reason.
Please note that some of the mentioned clauses will only be applied in case that you still have funds in your terminated account, or if you mistakenly receive funds to your terminated account.
No Waiver
No failure or delay by either Party in exercising any right, power, or remedy under these Terms shall operate as a waiver of any such right or remedy. A waiver must be in writing and signed by the waiving Party.
Assignment
You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of us. We may assign our rights or delegate our obligations to any of our affiliates or successors without notice.
Force Majeure
We will not be liable for any failure or delay in the performance of our obligations under these Terms if and to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, civil unrest, government restrictions or actions, labor disputes, cyberattacks, power outages, or failures of internet, telecommunications, or blockchain infrastructure (a “Force Majeure Event”).
If a Force Majeure Event occurs:
1. The affected Party shall promptly notify the other Party in writing, specifying the nature, scope, and anticipated duration of the Force Majeure Event;
2. The affected Party shall use all reasonable efforts to mitigate the impact and duration of the Force Majeure Event;
3. The affected Party shall have no liability for failure to perform obligations that are directly prevented by the Force Majeure Event during its continuation; and
4. Upon cessation of the Force Majeure Event, the affected Party shall use reasonable endeavors to promptly resume its affected operations and obligations.
If the Force Majeure Event continues for more than ninety (90) consecutive calendar days, either Party may terminate these Terms with immediate effect by providing written notice to the other Party.
Relationship of the Parties
Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between us. Each of us acts solely as an independent contractor.
Communication
Unless otherwise agreed in writing, all official communications between us shall be made through valid communication channels, including email, ticketing system, or dedicated Slack channel, as applicable. You are responsible for ensuring availability and monitoring of such channels.
Taxes
You are solely responsible for determining and fulfilling any tax obligations arising from the use of B2BINPAY Services, including reporting and remittance to the appropriate tax authorities. We do not provide tax advice and we shall not be liable for any tax consequences incurred by you.
