Paydify - Terms of Use

1. Introduction

a. In these Paydify Terms of Use ('Terms'), 'Paydify', 'we' and/or 'us' refers to BTGT Star Consultancy Limited, the owner and operator of [insert website] (the 'Site'). These Terms apply to you ('You' or 'User') as a user of the Site, including all the products, services, tools and information made available on the Site. Paydify and the Site are not agents or intermediaries of the User, do not store or have access to or control over any tokens, private keys, passwords, accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User.

b. Please read these Terms carefully and ensure that you understand each provision before using the Site. These Terms apply to any person accessing the Site and by using the Site you agree to be bound by them. If you don't want to be bound by them, you should not access the Site. By using the services of Paydify or the Site in any capacity, you agree that you have read and understood these Terms.

c. Any additional terms and documents (including but not limited to the Privacy Policy and any applicable terms), conditions, limitations, disclaimers and obligations contained within and on the Site are incorporated into these Terms by reference.

d. You must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. You represent that, if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind the company or other legal entity to these Terms and you are at least the age of majority where you reside, can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.

e. You are advised to check these Terms periodically to familiarize yourself with any changes to the Terms from time to time. Paydify, in its sole discretion, reserves the right to make changes to our terms of services. Changes are binding on users of the Site and will take effect immediately upon posting. As a user, you agree to be bound by any changes, variations, or modifications to our terms of service and your continued use of the Site shall constitute acceptance of any such changes, variations, or modifications.

2. Site

a. The Site offers interaction methods whereby the User can indicate a transaction the User would like to perform using or in connection with the Paydify services, such as (inter alia) Users using their digital asset holdings to pay for goods and services supplied by approved merchants of Paydify, transfer User digital asset holdings to other Paydify users and/or configuring a User's digital wallet address to be able to receive digital assets.

c. All information and functionality available on the Site is subject to the Terms, and each User hereby acknowledges and agrees to accept and assume the risks described herein when interacting with the Site in this way. You acknowledge and agree that we have no control over any transactions that You may initiate, the method of payment of any transactions or any actual payments of transactions. Paydify has no ability to reverse or refund any amounts paid in error.

3. Access to the Site

a. Access to the Site is provided 'as is' and 'as available' basis only. We do not guarantee that the Site, or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended or restricted, including because of a fault, error or unforeseen circumstances or because we are carrying out planned maintenance.

b. We reserve the right to limit the availability of the Site to any person, geographic area or jurisdiction we so desire and/or to terminate your access to and use of the Site, at any time and in our sole discretion.

c. We may suspend or disable your access to the Site if we consider it reasonable to do so, e.g. you breach these Terms.

d. We may remove or amend the content of the Site at any time. However, some of the content may be out of date at any given time and we are under no obligation to update it. We do not guarantee that the Site, or any content on it, will be free from errors or omissions.

e. We will not be liable to you for any loss or damage you may suffer as a result of the Site being unavailable at any time for any reason.

f. We have no obligation to ensure that the Site is complete and accurate relating to any subject matter.

g. You will comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of the site.

h. As a condition to accessing or using the Site, you:

i. Will only use the Site for lawful purposes and in accordance with these Terms;

ii. Will ensure that all information that you provide on the Site is current, complete, and accurate;

iii. Will maintain the security and confidentiality of access to your cryptocurrency wallet address, including but not limited to your login information, passwords and/or private keys for any wallet applications or devices used in connection with the Site; and

i. As a condition to accessing or using the Site, you will not:

i. Violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended;

ii. Act on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department's Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is)

iii. Act on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Canada (Alberta), Crimea, Donetsk, Luhansk, Cuba, Hong Kong, Iran, North Korea, Singapore, Sudan, Syria, the United States (including the following U.S. Territories: Puerto Rico, Guam, U.S. Virgin Islands, American Samoa and the Northern Mariana Islands and the following U.S. Minor Outlying Islands Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll and Wake Island), Iraq, Libya, Yemen, Afghanistan, the Central African Republic, the Democratic Republic of the Congo, Guinea-Bissau, Haiti, Lebanon, Somalia, South Sudan, or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo;

iv. Use the Site for any purpose that is unlawful;

v. Export, reexport, or transfer, directly or indirectly the Site or its contents in violation of applicable export laws or regulations;

vi. Infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Site;

vii. Misrepresent the truthfulness, sourcing or reliability of any content on the Site;

viii. Attempt to circumvent any content filtering techniques or security measures that we employ on the Site, or attempt to access any service or area of the Site that you are not authorized to access;

ix. Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site to extract data;

x. Introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site;

xi. Post content or communications on the Site that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;

xii. Post content on the Site containing unsolicited promotions, commercial messages or any chain messages or user content designed to deceive or trick the user of the Site; or

xiii. Encourage or induce any third party to engage in any of the activities prohibited under these Terms.

j. You acknowledge that the Site and your use of the Site contain certain risks, and any protocols you interact with are entirely your own responsibility and liability, and that we are not a party to those transactions. Accordingly, you expressly agree that:

i. You assume all risk in connection with your access and use of the Site;

ii. You expressly waive and release Paydify and its affiliates from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Site.

4. Third Party Links

a. The Site may contain hyperlinks or references to third party websites. Any such hyperlinks or references are provided for your information and convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them.

b. The display of any hyperlink and reference to any third-party website does not mean that we endorse that third party's website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site. References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including programs developed or operated by third parties, may be used by Users in connection with the Site. In addition, third parties may offer promotions related to the Site. Paydify does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Paydify from all liability arising from User's use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Paydify shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

5. Disclaimers

a. We do not guarantee that the Site will be secure or free from bugs or viruses.

b. You are responsible for configuring your information technology, computer programs and platform in order to access the Site. You should use your own virus protection software.

c. We cannot promise that the use of the Site, or any content taken from the Site, will not infringe the rights of any third party.

d. The content and materials available on the Site are for informational purposes only and are not intended to address your particular requirements. In particular, the content and materials available on the Site does not constitute any form of advice or recommendation by us, should not be regarded as an offer, solicitation, invitation or recommendation to make any sort of financial or other transaction. We recommend that you seek independent advice from financial and technological experts before making any such decision.

e. Nothing included in the site constitutes an offer or solicitation to sell, or distribution of, investments and related services to anyone in any jurisdiction.

f. From time to time, reference may be made to data we have gathered. These references may be selective or may be partial. As markets change continuously, previously published information and data may not be current and should not be relied upon.

g. Paydify or third parties may utilize experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, 'smart contracts,' consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in connection with the Site or systems about which the Site provides information. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.

6. Dispute Resolution

a. Any dispute, controversy, difference or claim between you and Paydify (and/or any of its Affiliates) arising out of, in connection with, or relating in any way to: (a) these Terms, including the existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity thereof; (b) your relationship with Paydify (and/or any of its affiliates) as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms); and (c) any dispute regarding non-contractual obligations arising out of or relating to these Terms, or your relationship with Paydify (and/or any of its affiliate), shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ('HKIAC') under the HKIAC Administered Arbitration Rules in force when arbitration is commenced. The arbitral award shall be final and binding. The arbitration provisions set forth in this clause will survive termination of these Terms.

b. You and we agree that:

(i) the law of this clause is Hong Kong law;

(ii) the seat of arbitration will be Hong Kong;

(iii) the arbitration proceedings will be conducted in English;

(iv) unless you and we agree otherwise, the number of arbitrators will be 1 and that arbitrator must have relevant legal and technological expertise;

(v) if you and we do not agree on the arbitrator to be appointed within 15 working days of the dispute proceeding to arbitration, the arbitrator shall be appointed by HKIAC;

(vi) the arbitrator may conduct only an individual arbitration and may not:

consolidate more than one individual's claims;

preside over any type of class or representative proceeding; and

preside over any proceeding involving more than one individual.

c. Any claim to be brought by you arising out of or related to these Terms must commence arbitration proceedings strictly within one year after such claim arises failing which it shall be irrevocably time-barred. Time-barred claims mean that there is no longer any lawful right to assert such claims nor to commence any formal legal action.Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) or equitable relief in any jurisdiction.

d. You agree that any dispute arising out of or related to these Terms of Use:

(i) is personal to you and Paydify; and

(ii) will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

e. If any portion of this clause is found to be unenforceable or unlawful for any reason:

(i) only the unenforceable or unlawful provision shall be severed/deleted;

(ii) severance of the unenforceable or unlawful provision should have no impact whatsoever on the remainder of this clause or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this clause; and

(iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims should be stayed pending the outcome of any individual claims in arbitration.

7. General

a. The Site is being provided on an 'AS IS' and 'AS AVAILABLE' basis. To the fullest extent permitted by law, Paydify is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the User's own risk.

b. Notwithstanding anything to the contrary contained on the Site, in these Terms, or in any other agreement or publication, Paydify shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any User or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Paydify has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.

c. Each User shall defend, indemnify, compensate, reimburse and hold harmless Paydify (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) User's use of, or conduct in connection with, the Site; (b) User's violation of these Terms or any other applicable policy or contract of Paydify; or (c) User's violation of any rights of any other person or entity. All provisions of these Terms which disclaim or limit obligations or liabilities of Paydify shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Paydify.

d. We may perform any of our obligations, and exercise any of the rights granted to us under these Terms through a third-party. We may assign any or all our rights and obligations under these Terms to any third-party.

e. We reserve the right at all times to cooperate with any governmental or law enforcement investigation or to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in our sole and absolute discretion.

f. If any clause or part of any clause of these Terms is found to be void, unenforceable or invalid, then it will be severed from these Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these Terms.

g. No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.

h. If any of the provisions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.

i. All disclaimers, indemnities and exclusions in these Terms shall survive termination of the Terms and shall continue to apply during any suspension or any period during which the Site is not available for you to use for any reason whatsoever.

j. These Terms and the documents referred to in them set out the entire agreement between you and us with respect to your use of the Site, and the services provided via the Site and supersede any and all prior or contemporaneous representations, communications or agreements (written or oral) made between you or us.