Terms and Conditions

Last Update: 08 Aug, 2021

Citypay provides the Software solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with them. By using the Software You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You are a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into this Agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms. This Software functions as a free and open source. The Software does not constitute an account where We or other third parties serve as financial intermediaries or custodians of Your cryptocurrencies(s). While the Software has undergone beta testing and continues to be improved by feedback from the open-source user and developer community, We cannot guarantee there will not be bugs in the Software. You acknowledge that Your use of this Software is at Your own discretion and in compliance with all applicable laws. You are responsible for safekeeping Your passwords, private key pairs, PINs, and any other codes You use to access the Software.

This is a binding Agreement between Citypay Bilgisayar Teknolojileri ticaret Limited Sirketi (hereinafter referred as “Citypay” or “We”) and the person, persons, or entity (“You” or “Your”) using the service, Software, or application (“Software”).

Rights and Obligations

Citypay provides the Software solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with them. By using the Software You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You are a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into this Agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms.

This Software functions as a free and open source. The Software does not constitute an account where We or other third parties serve as financial intermediaries or custodians of Your cryptocurrencies(s).

While the Software has undergone beta testing and continues to be improved by feedback from the open-source user and developer community, We cannot guarantee there will not be bugs in the Software. You acknowledge that Your use of this Software is at Your own discretion and in compliance with all applicable laws. You are responsible for safekeeping Your passwords, private key pairs, PINs, and any other codes You use to access the Software.

IF YOU LOSE ACCESS TO YOUR ACCOUNT, HAVE NOT SEPARATELY STORED PASSWORD, OR LOST ACCESS TO THE MEANS OF RECOVERING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY CRYPTOCURRENCY YOU HAVE ASSOCIATED WITH THAT ACCAUNT WILL BECOME INACCESSIBLE. All transaction requests are irreversible. The authors of the Software, employees and affiliates of Citypay, copyright holders, and Citypay cannot retrieve Your private keys or passwords if You lose or forget them and cannot guarantee transaction confirmation as they do not have control over the network.

Intellectual Property

We retain all right, title, and interest in and to the Content and all of Citypay’s brands, logos, and trademarks, including, but not limited to, Citypay, Citypay – Secure Bitcoin Accaunt, Citypay App, Citypay Prepaid Card, and variations of the wording of the aforementioned brands, logos, and trademarks.

Binding Agreement

The terms and provisions of this Agreement are binding upon Your heirs, successors, assigns, and other representatives. This Agreement may be executed in counterparts, each of which shall be considered to be an original, but both of which constitute the same Agreement.

You assume any and all risks associated with the use of the Software. We reserve the right to modify this Agreement from time to time.

Terms of Use

These Merchant Terms of Use ("the Terms") govern your use of the products, services or any other features, technologies or functionalities (the "Services") provided by Citypay. (Citypay, we, our, or us) through Citypay’s website, API or through any other means. The terms “you” and “your” refer to the merchant to which we will be providing the Services and the person signing below or otherwise agreeing to the Terms on behalf of the merchant. Please read the Terms carefully; by using the Services, you agree to the Terms and confirm that you accept them.

1. The Services

We are a cryptocurrency payment processor. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customer (Purchaser). We are not a crypto exchange or a place to purchase or sell cryptocurrencies. Our Services are available to businesses that sell a product or services or to registered charitable organizations that accept donations. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Purchaser to Citypay will be considered the same as payment made directly to you.

2. Registration

2.1 Generally

In order to use the Services, you must open a Citypay account. When you open an account, we will ask you for contact information such as your name, phone number, (which is optional) email address. We will also ask you for information on your business, in particular your business’s legal name, industry your business operates in, and your company's website (which is optional). In this regard, the detailed information is provided in provision 5.1. (Verification of Your Identity)

The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you, including but not limited to, any person signing below or otherwise agreeing to the Terms on behalf of the merchant.

2.2 Guarding your Password

You will choose a password when registering your account. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others, 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 not allow other merchants to use your account. You may not use anyone else’s password at any time.

3. Your Sales

3.1 Invoices and Records

You must keep all records needed for fulfilling the goods or services sold to the Purchaser and providing any post-sale support to the Purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration. Citypay is required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter.

3.2 Customer Verification

Consistent with your local laws and regulations, you are solely responsible for obtaining any information required of those who purchase your goods or services. For instance, if applicable law prohibits a sale to persons under the age of 18 years, you must ensure that a Purchaser is at least 18 years of age. Similarly, if applicable law requires that a Purchaser's identity be verified, you must verify the Purchaser's identity. We will not be responsible for your failure to adequately verify your Purchasers' identities or qualifications.

3.3 Representation and Warranties

Use of the Services is subject to the laws and regulations of the Turkey regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will comport with applicable laws and regulations.

Your use of the Services is also subject to the following important restrictions:

1. You are at least eighteen (18) years old or older and have the right, power and contractual capacity to agree to these Terms.
2. Your use of the Services will not contravene any applicable international, local law or regulation, including applicable tax laws and regulations.
3. Your use of the Services will not relate to the following prohibited activities:
   1. Sales of narcotics, research chemicals or any controlled substances;
   2. ammunition, firearms, explosives (including fireworks), or weapons regulated under applicable law or as determined by us; or
   3. transactions that show the personal information of third parties in violation of applicable law;
   4. any services which compete with Citypay;
   5. Sales of Kratom or Nootropics

3.4 Our Right to Reject

We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Purchasers, or other parties to harm. If we reasonably suspect that your Citypay account has been used for an illegal purpose, you authorize us to share information about you, your Citypay account, and your account activity with law enforcement.

3.5 Our Right to Inspect

We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your Citypay account.

4. Third Parties

4.1 Your Use of Third-Party Services

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

4.2 Security

We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, 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.

5. How we Collect, Use and Share Information

In order to provide the Services, we may share information about you and your Citypay account with third parties, including but not limited to your bank and Purchasers.

5.1 Verification of Your Identity

Citypay sets two different verification levels and procedures for different Services. This verification levels vary from each other by its nature, as long as, we request different information for each level.

On Verification Level One - If merchant uses only crypto and executes transactions related to cryptocurrencies, in this particular case, Citypay for account registration establishes Simple Verification procedure. In which case, Citypay will ask you information, such as Name of Company and Industry your business operates in.

In this regard, you should acknowledge that amount of crypto enrolled on your Citypay account remans on balance. It is solely your discretion and responsibility to use and dispose existed balance, Citypay excludes its accessibility and ability to interfere with your discretion to dispose its funds.

On Verification Level Two – If you desire to receive funds in traditional currencies, in such case you should undergo second level verification. In which case Citypay request from you to provide information regarding Bank Account, Company registration or ID number, Telephone number and email address. Furthermore, any information Citypay considers relevant in case by case bases.

6. Our Ownership of the Services and the Citypay Website

You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the Citypay website, the content displayed on the website, and other materials produced by and related to Citypay (collectively, the Citypay IP). You are only permitted to use the Services and the Citypay IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non- transferable license to use the Citypay IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Citypay IP or any portion thereof, or use the Citypay 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 the Citypay IP, nor shall you translate, reverse engineer, decompile or disassemble the Citypay IP.

7. Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") to Citypay's promotional materials and all marketing channels. A third party may use Citypay's publicly-available Merchant Content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third-party terms of use.

You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

8. Invoices & Settlement

8.1 Invoice Generation and Exchange Rate Guarantee

To create an invoice for your Purchaser, you may post a request to Citypay to collect a specific amount in your local currency, such as Dollars, or Euros, or in any other currencies. Citypay will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Purchaser. We guarantee the exchange rate to you as long as the Purchaser pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each Citypay invoice.

We guarantee the exchange rate as long as the Purchaser pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. We do not, however, guarantee the value of any currency. In this regard, you acknowledge and agree that, if within abovementioned time window the value of currency reduces by 5% Citypay does not exchanges/converts the transmitted cryptocurrencies into requested traditional currencies. In particular, you will receive coins (cryptos) on your balance, not exchanged amount of money.

For any payments that are made using the bitcoin blockchain, an invoice is considered complete by us after the payment has six (6) block confirmations. You have the option to inform your Purchaser earlier about the status of the invoice; please note that Citypay is not liable for settling invoices with a payment that never receives six (6) block confirmations. Citypay employs techniques to detect payments that are at risk of never receiving six (6) blockchain confirmations, however these measures do not completely eliminate the risk associated with unconfirmed payments.

8.2 Fees

8.2.1 Merchant Fees

We charge service fees for merchants, depending on requested service nature and amount of transactions.

8.2.2 Purchaser Fees

Network Costs

Citypay may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These Network Costs are included in the invoice total and are paid by the Purchaser. Purchaser has the discretion to decide to pay or not pay an invoice after it has been created.

Miner Fees

Cryptocurrency transactions may require a miner fee. These miner fees are automatically created by the Purchaser’s wallet and sent to the miner. These miner fees are not Citypay fees. If a Purchaser would like to learn more about the applicable fees, please view our payment fee details. We reserve the right to change our fee structure and pricing. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change. Current pricing information is provided on the Citypay website at citypay.io.

8.3 Available Methods for You to get Money

Citypay provides two methods for You to receive money on Citypay account:

1. You are entitled to receive money in designated currency in which you will be paid for.
2. You are entitled to convert/exchange the amount of transaction in currency which is suitable for you. (on cryptocurrency, or traditional currency)

We will verify the Purchaser’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by Citypay until transfer to your bank account can take place. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in bitcoin, then you assume the volatility risk of the bitcoin value.

DISCLOSURE: While there are also material risks from accepting various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments including Litecoin and Dogecoin), Citypay is disclosing the following material risks of virtual currency.

Your Bank Account

If you wish to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

Supported Cryptocurrency

Any supported cryptocurrency accepted by Citypay on your behalf must be settled to a cryptocurrency wallet that you provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address. Citypay is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

Settlement Minimum

Citypay does not establish settlement minimum for merchants who use provided Services.

8.4.1 Underpayments, Overpayments and Orphan Payments

Underpayments occur when the Purchaser sends less than the full amount required to mark the invoice as fully paid. Overpayments occur when an invoice receives excess funds. Orphan Payments occur when a transaction is received outside the time window referenced in Section 8.1 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in Citypay’s system as an unresolved payment. To resolve orphaned payments, you can mark orphan payment as resolved manually.

In this regard, it is important to bear in mind that, the exact amount of transaction and its frequency are controlled by You. Its solely your discretion and responsibility to control money flow on your Citypay account. You agree and acknowledge that Citypay excludes and restricts its responsibility and liability for any losses or damages caused by such cases.

8.4.4 Unsupported Payments

For an overview of the currently supported cryptocurrencies, please refer to citypay.io. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for UP. Purchasers should not pay any Citypay invoice or send UPs to a Citypay address. If a Purchaser transmits a UP, the Purchaser may lose any perceived value in the UP. Additionally, the Merchant and the Purchaser agree that Citypay assumes no responsibility whatsoever in respect to that UP and the Merchant and the Purchaser will not be able to recover the UP from Citypay. Citypay assumes absolutely no responsibility whatsoever in respect to UPs.

8.5 Certain Deferrals

If we need to conduct an investigation or resolve any pending dispute related to your Citypay account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.

8.6 Account Information

You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

9. Indemnification

You agree to indemnify Citypay, 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: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.

10. No Warranties

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.

11. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR CITYPAY ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES 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 LAW IN THE APPLICABLE JURISDICTION.

12. Miscellaneous

12.1 Taxes

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

12.2 Privacy Policy

Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

12.3 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.

12.4 Severability

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

12.5 Waivers

Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

12.6 Entire Agreement

This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only, and shall not be considered in interpreting these Terms.

12.7 Notices

You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.

12.8 Governing Law;

This Agreement will be governed by and construed in accordance with the laws of the Turkey without reference to conflict of law or choice of law provisions. If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the courts located in Turkey. You agree that the dispute shall be held in the Turkey. You agree that the Judge will apply the laws of the Turkey consistent with the applicable law, and will honor and agree to all applicable statutes of limitation. Court proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this court clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect.

12.9 Amendment

We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your Citypay account per the termination section of this agreement and discontinue your use of the Services.

12.10 Force Majeure

Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, 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.

12.11 Survival

The provisions of Sections 3.3 (Representations and Warranties), 4.2 (Security), 6 (Our Ownership of the Services and the Citypay Website), 7 (Advertising), 8.5 (Certain Deferrals), 9 (Indemnification), 10 (No Warranties), 11 (Limitation of Liability), and 12.8 (Governing Law; Arbitration) shall survive the termination of these Terms.