The Terms and Conditions described herein constitute a legal agreement (“Agreement”, “Subotiz Accounts Terms” or “Terms”) between you (if your business is a sole proprietorship or you are an individual) or your business (if you are signing up on behalf of a corporation or other legal entity) (the “Merchant”, “you” or “your”) and Xefin Limited, organized under the laws of Hong Kong SAR, with offices at 807A, 8/F, Two Harbourfront, 22 Takfung Street, Hunghom, KL, Hong Kong SAR, and/or its affiliates, as the case may be (“we”, “us” or “our”).

The Subotiz Accounts service (the “Subotiz Accounts Services” or the “Services”) is a cross-border payment and settlement solution as detailed in Schedule 1 for eligible merchants to access a suite of cross-border financial functions, including but not limited to receiving and collecting payments, making payouts and withdrawal, currency conversion, and settlement of international transactions in the Supported Currency. Supported Currency means each currency approved by us and/or the Service Provider from time to time which are supported by the Services.

Using Subotiz Accounts Services is not the same as depositing funds and making transfers to and from a bank account. There may be other safeguarding procedures applicable to your different Global Account of your Account under the region specific terms (if applicable). Funds held for you under these Terms will not earn any interest.

Under the separate Subotiz Platform Terms of Service (the “Subotiz Platform Terms”), we provide you with its all-in-one solution and related products and services that handles all aspects of checkout and billing, catering for global payments, subscription recurring billing and management, invoicing, sales tax compliance, fraud and risk protection, fund management and/or any other services or feature (collectively, the “SubotizPlatform Services”). The Subotiz Platform Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.

We are not banks, payment institutions, or money services business, but are instead a supplier of the Subotiz Platform Services supplied under the Subotiz Platform Terms and of the Subotiz Accounts Services under this Agreement.

The Service Provider is Photon Dance (Hong Kong) Limited, organized under the laws of Hong Kong SAR, which is a technical services provider and may offer the services as an agent of one or more financial institutions (each, a “Financial Services Provider”). The custody, control, processing, payout and withdrawal of funds related of Transactions (as defined below) (“Payment Processing”) is solely carried out by the Service Provider and any of the Financial Services Providers under a separate Photon Pay Connect Member Matrix Service Agreement, including the PhotonPay Master Terms and Conditions and the applicable service terms (collectively, the “Service Provider Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Service Provider Terms, which is the legal agreement between you and the Service Provider.

We are not the party to the Service Provider Terms and are not liable to you in respect thereof. By accepting this Agreement and the Service Provider Terms you are agreeing to the creation of an account with the Service Provider for Payment Processing (the “Service Provider Account”). We reserve the right to decline to provide the Services or open a Service Provider Account for you without specifying a reason. For the avoidance of doubt, no Services shall commence until (a) we have completed our compliance checks; (b) we are satisfied that you are, and continue to be, eligible to use the Services; and (c) you and your Authorised User (if applicable, means any employee(s), contractor or other persons you have nominated as having authority to access the Subotiz Accounts Admin Portal (subject to the permissions they hold) and use the Services as your authorised person) have agreed to be bound by these Terms. We reserve the right to change the Service Provider, subject to the terms of our agreement with the Service Provider. In the event of any inconsistency between this Agreement and the Service Provider Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Service Provider Terms concerning Payment Processing or the Service Provider Account, in which case the Service Provider Terms shall prevail.

The Service Provider’s role is to accept and process payments with respect to sales of your products and services through internet-based transactions, and enable you to further manage and collect payments, exchange funds, send payouts and process related financial transactions (collectively, “Transactions”). The Service Provider facilitates these services through technical infrastructure and operational support but does not act as a bank, trustee, escrow or custodian for you or your payer/payee. The scope of services may be updated or expanded from time to time in accordance with applicable laws and these Terms.

To utilize the Services, you must be a business located in Chinese Mainland, Hong Kong SAR China, the United States, the European Union or the United Kingdom or a resident in Chinese Mainland, as may be amended from time to time.

We hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Subotiz Accounts Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Subotiz Accounts Services or other intellectual property rights except the limited License of use set out above.

You shall not: (i) permit any third party to access the Subotiz Accounts Services, including, but not limited to, your Subotiz Admin on our website (the “Subotiz Admin”), except as permitted herein, and to carry out Transactions; (ii) create derivative works based on the Subotiz Accounts Services; (iii) copy, frame or mirror any part of the content of the Subotiz Accounts Services, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Subotiz Accounts Services; or, (v) access the Subotiz Accounts Services in order to build a competitive product or service.

You assume sole and exclusive responsibility for the use of the Subotiz Accounts Services. You also assume sole and exclusive responsibility for Transactions under the Service Provider Terms. You are solely responsible for verifying the identity of customers and of the eligibility of a presented card used to purchase your products and services, and we do not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. We or the Service Provider may add or remove one or more types of Payment Networks (as defined below) or cards, in their sole discretion, at any time, without prior notice to you.

We will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Subotiz Accounts Services. The Service Provider retains sole and exclusive responsibility for Payment Processing of Transactions, including the collection, settlement and payout of funds, but We will provide reasonable assistance in liaising between you and the Service Provider concerning the Payment Processing services. 

You assume sole and exclusive responsibility for providing customer service or support to your customers for any and all issues related to your products and services. We act as an independent service provider to you under these Terms. We are not your trustee or the agent or trustee of any sender that you receive payments from or any payee that you make payouts to via the Services. We do not guarantee or ensure that a buyer or seller will complete a transaction with you and we make no representation or warranty as to any products and services provided or the delivery thereof. We assume no liability to or in respect of any products, services or any other part of your business and are in no way liable for the goods or services which you have sold or obtained, as applicable, including without limitation any defect, disruption, failure or unavailability of or relating to such goods and services. You shall address all queries and resolve any disputes regarding such goods and services with the relevant buyer or supplier. You authorise us to execute the transactions and payments as instructed by you in accordance with these Terms.

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Services, or for collecting, reporting or remitting any taxes arising from any Services. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Subotiz Accounts Services, including the reporting and payment of any taxes arising in connection with Subotiz Accounts Services. If you are required to deduct any tax from a payment to us, you must increase the amount payable so that we receive the amount that should have been received if no deduction had been required.

If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use an eligible Card. You will provide an informational slip or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law.

We maintain commercially reasonable administrative, technical, and physical procedures to protect all personal information relating to you, your customers, and any payees or other third-party recipients that may receive funds through the Services from unauthorized access, accidental loss, or modification. We cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.

You are solely responsible for the security of all data that you collect, store, process, or transmit through your website, platform, or systems. You must comply with all applicable laws and industry standards regarding the handling of personal, financial, card, and transaction information (“Data”), including PCI-DSS (and PA-DSS, if applicable). Upon request, you must promptly provide evidence of your PCI-DSS/PA-DSS compliance and ensure that any service providers you use for storing or transmitting card information are also compliant. You must never store CVV data. You are responsible for complying with all Payment Network Rules, and we may request additional security measures or modify these requirements at any time.

If we believe that a security breach, personal data breach, or other compromise of data may have occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us and, at our’s discretion, to the Service Provider, its Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.

Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, our Data Processing Agreement, and the Service Provider’s Privacy Policy. Our Privacy Policy and Data Processing Addendum are hereby incorporated into this Agreement. You agree that our Privacy Policy and the Service Provider’s Privacy Policy may be modified at our or the Service Provider’s option, if necessary, and you will check each Privacy Policy on a regular basis.

We will at all times comply with the provisions of applicable data protection law. By asking us to provide you with Subotiz Accounts Services, you will be providing us with personal and transaction information which includes personal data and historical transaction information and records. We will collect, use, disclose, and manage the personal data and transaction information and records provided to (a) conduct CDD/KYC and other checks as part of our due diligence process (including using third party to verify the information you provide); (b) comply with any requirements under applicable laws, or if applicable, requirements of Financial Services Providers to which we are subject from time to time; (c) determine how best to provide Subotiz Accounts Services and manage our risks in doing so; (d) prevent money laundering, terrorism financing, fraud or financial crime; and (e) send you notifications that will inform you about new product features and promotions. You explicitly agree that we may transfer personal data and transaction information related to you and your business to our Service Provider and its Financial Services Providers (if applicable) in order to perform these Terms and provide Subotiz Accounts Services to you.
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We will notify you (within a reasonable time frame) if we receive a request from a person to have access to, or to erase that person’s personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement. You acknowledge that such requests may be subject to independent legal retention or confidentiality requirements, as permitted by the GDPR.

We will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, helping you to comply with any data subject access requests (within the relevant timescales set out in applicable data protection legislation), and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).

You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.

You warrant that all Data and entries delivered to us by you will (a) be correct in form, (b) contain true and accurate information, (c) be fully authorized, and (d) be timely under the terms and provisions of these Terms. You consent to the exchange of your information between the account you have established through the Subotiz Platform Services and the Subotiz Accounts Services established under this Agreement.

In order to process, use, record, and disclose your personal information, information related to your business, and Data, we or our agents may transfer such information to and receive it from the Service Provider, its Financial Services Provider, or their respective agents and, in so doing, we may transmit or possess it outside of your jurisdiction.

Additionally, in order to provide the Subotiz Accounts Services, we use a variety of third party “sub-processors” that fall into many broad categories—for example, we use sub-processors to help us: (i) protect you and us from potentially risky transactions, security threats, or fraud; (ii) perform administrative tasks; (iii) deliver portions of the Subotiz Accounts Services (e.g., third parties that work with us to actually process credit card payments); (iv) develop and improve our products and the Subotiz Accounts Services; (v) generate analytics or other information relating to the Subotiz Accounts Services; and, (vi) build our technical infrastructure (e.g., using cloud storage providers or information security vendors). By using the Subotiz Accounts Services, you consent to our use of sub-processors, which is described in more detail in our Privacy Policy.

If you give us personal data about someone else, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you undertake that we may rely on you to obtain such other persons' consent for disclosing their personal data to us which we will use in accordance with the terms of these Terms. You are required to show them information about these provisions so that they may understand the manner in which their personal data may be collected, used and disclosed when you use Subotiz Accounts Service. Further, you represent that we will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with the Subotiz Accounts Services as described in our Privacy Policy.

If you receive information about others through the Subotiz Accounts Services, you must keep it confidential and use it only as permitted. You may not share or use such information for marketing without express consent, and you may not disclose any data except as needed to process a Transaction.

You are required to obey all laws, rules, and regulations applicable to your use of the Services (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any card to provide cash advances to cardholders; (ii) submit any Transaction for collection of payment that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Subotiz Accounts Services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (v) use the Subotiz Accounts Services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or, (vi) work around any of the technical limitations of the Subotiz Accounts Services or our checkout, use any tool to enable features or functionalities that are otherwise disabled in the Subotiz Accounts Services, or decompile, disassemble, or otherwise reverse engineer the Subotiz Accounts Services, except to the extent that such restriction is expressly prohibited by law.

You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from the Subotiz Accounts Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Subotiz Accounts Services or Subotiz checkout, use any tool to enable features or functionalities that are otherwise disabled in the Subotiz Accounts Services, or decompile, disassemble, or otherwise reverse engineer the Subotiz Accounts Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Subotiz Accounts Services, prevent access to or use of the Subotiz Accounts Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the Subotiz Accounts Services except as expressly allowed under this section.

We reserve the right to not provide the Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other Subotiz or Service Provider agreement, or exposes you, us, the Service Provider, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Account.

Payment Networks means card scheme operators and any other card or payment networks whose rules apply to transactions processed by the Service Provider. The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network rules (the “Payment Network Rules”). You are required to comply with all applicable Payment Network Rules. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Service Provider Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.

You agree that we can provide disclosures and notices that we deem appropriate regarding the Subotiz Accounts Services to you by posting such disclosures and notices in your we Admin, emailing them to the email address listed in your Subotiz Account, mailing them to the address listed in your Subotiz Account or other means that we deem reasonable and appropriate. You must check your email address you provide to us and your Subotiz Admin from time to time to stay informed of all disclosures and notices we sent to you, and you shall ensure the email address is valid and can be capable of receiving and sending messages. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Subotiz Admin or emailed to you, unless we receive notice that the email was not delivered. You should diligently read and review all disclosures and notices we sent to you and you shall bear all responsibility for all consequences resulting from your failure to check any disclosures and notices in a timely manner.

We may use automated telephone dialing, text messaging systems, and email to provide messages to you about your Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number that you have given us and to play pre-recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications even if information is communicated to an unintended recipient. You understand that when you receive such calls or electronic communications you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.

In accordance with our risk management and control policies and procedures, we are entitled to deem any person that has opened and maintained a separate Account with us as your Associated Member if we reasonably believe that you are, directly or indirectly, Controlled by, Controlling or under the common Control with that person. Once a person is deemed as your Associated Member, you acknowledge and agree that we are entitled to consider your Account is linked with that person's Account, and you shall be jointly and severally liable for all the Services transactions, acts or omission of your Associated Members in respect of the Associated Members' use of their membership accounts. “Associated Member” means any person or entity that maintains a separate Global Account with us and is reasonably determined by us to be under common Control with you or otherwise affiliated with you in connection with the Services. For the purposes of this definition. “Control” means the direct or indirect power to direct or influence the management or policies of a person or entity, including through ownership of more than fifty percent (50%) of the voting rights or other equivalent means.

The Subotiz Accounts Services are only made available to residents or businesses in Chinese Mainland, Hongkong SAR China, the United States, the European Union and/or the United Kingdom, that operate a business selling goods and services, as may be amended from time to time. We strictly prohibit using the Subotiz Accounts Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity. The Subotiz Accounts Services are intended to enable payment transactions for business-related and commercial activities. You may not use the Subotiz Accounts Services for non-commercial, personal, family, or household purposes. We retain the right to suspend any and all transactions initiated for personal reasons.The Payments Services are only made available to persons in the United States, Canada, Hongkong SAR China, the United Kingdom and/or France, that operate a business selling goods and services. You may not use the Payments Services for non-commercial, personal, family, or household purposes. To use Subotiz Payments for your business, you are required to register for a Subotiz Payments Account. When you register for a Subotiz Payments Account, we will collect information such as your name (if you are a sole proprietor), your business or trade name, your address, email, phone number, business identification or registration number, and certain other information that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners or principals.

To use Subotiz Accounts Services for your business, you are required to register for an account (the “Account”) and complete the due diligence. Unless we agree otherwise, you can only have one Account. Otherwise, you shall be fully responsible for all the losses caused. If we discover that you have more than one Account without our explicit agreement, we may, at our discretion, merge or close any duplicate profiles, or terminate the provision of Subotiz Accounts Services to you. Once you have created your Account, you can submit a request to open your Global Account by providing the necessary information. Global account means a unique account ledger registered under your name and which records the amount of funds collected from your payers by the Services for you as part of the Collection Services (the “Global Account”). You may access the Global Account through the Subotiz Accounts with your credentials. The Global Account is merely a tool to track, record and reconcile funds, it is not a bank account , offshore account or deposit-taking account.

By registering for Account and use of the Services, you agree to these Terms (as amended from time to time). To the extent that you use any of the Services, you may have to accept additional or supplementary terms, as notified to you when you register for such Services. The additional or supplementary terms shall be deemed to form part of these Terms.

When you register for Subotiz Accounts, we may collect and verify certain information about you and your business as required for account opening, compliance, risk management and ongoing monitoring purposes. Such information may include, without limitation: your name (if you are a sole proprietor or individual), your business or trade name, country of incorporation or establishment, countries in which you conduct sales, registered and business addresses, email address and phone number; business identification, registration or incorporation certificates; annual return or equivalent corporate filings (where applicable); business operation information and supporting materials; information and identification documents of your legal representative(s), including identity documents and residential address; information and identification documents of your ultimate beneficial owner(s), including nationality, identity documents, residential address and ownership or shareholding structure; and any other information we reasonably require to verify your identity, business activities and compliance with applicable laws and regulations.

You warrant that any information supplied by you during the due diligence process is complete, accurate and lawfully disclosed to us, and you undertake to provide us with updated information if there is any change to your profile or other due diligence information provided by you. You must cooperate with our requests (or those of our third service partners) so that we can enable your use of the Subotiz Accounts Services, to identify or authenticate the identity of you or any Authorised User, or validate your funding sources, withdrawals or payouts. This may include asking you for more information to help us identify you or your Authorised User or any of your directors, partners and/or ultimate beneficial owners.

You may register as an individual (sole proprietor) or as a corporation or other legal entity. If you register as a corporation or other legal entity, you must be authorized to act on behalf of such entity, have the authority to bind the entity to this Agreement, and you must agree to this Agreement on behalf of such entity. If you have so agreed, the term "Merchant", “you” or “your” will mean you, the natural person acting as a business, if you are a sole proprietor, or if you have registered as a corporation or other legal entity, it will mean that entity. You confirm you are acting on your own account, not on behalf of any other person or legal entity. If you are entering into these terms as trustee of a trust, you must disclose that to us. We will deem any use of the Services, including any transfers into and out of the Account, to have been carried out by you as the principal.

You understand that by registering for an Account, you are also registering for a Service Provider Account under the Service Provider Terms and that you are simultaneously providing your information to us for the purpose of opening an Account, and to the Service Provider for the purpose of establishing your Service Provider Account.

You must cooperate with our requests (or those of our Service Providers) so that we can enable your use of the Services, to identify or authenticate the identity of you, your director, legal representative or beneficial owner or any Authorised User, or validate your funding sources or Payouts. This may include asking you for more information to help us identify you or your Authorised User or any of your directors, legal representatives and/or ultimate beneficial owners. We reserve the right to close, suspend, or limit access to your Account and/or your access to the Services if we are unable to obtain or verify the information to our satisfaction.  You authorize us to retrieve additional information about you from third parties and other identification services. We reserve the right to hold funds in your Account while awaiting the information requested above. 

After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Subotiz Accounts Services. We may verify any information we receive about you and your Authorised Users ourselves or through third party sources. You consent to and will ensure that all of your directors, legal representatives, ultimate beneficial owners and Authorised User (as appropriate) will consent to and authorise us or our third party service providers to carry out such verification. You and your Authorised User consent to us sending your information to any third party supplier to carry out the verification. We reserve the right to close, suspend, or limit access to your Subotiz Accounts Admin Portal and/or your access to the Services if we are unable to obtain or verify the information to our satisfaction. We will notify you once your Subotiz Accounts has been either approved or deemed ineligible for use of the Subotiz Accounts Services.

By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for using Subotiz Accounts.

You agree that we are permitted to contact and share information about you and your application (including whether you are approved or declined), your Account, and the Service Provider Account with the Service Provider and other third parties in order to perform the Subotiz Accounts Services. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the Subotiz Accounts Services; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and, (iv) to conduct our and their risk management process.

By registering for Subotiz Accounts, you are confirming that you are either a legal resident of Chinese Mainland or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in Chinese Mainland, Hong Kong SAR China, the United States, the United Kingdom or the European Union, which may be amended from time to time. You confirm that you will satisfy these requirements.

You or any party that owns or controls you, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the U.S. government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), United Kingdom, the European Union, Hong Kong SAR China, Chinese Mainland and United Nations, or other applicable government authority.

You are not residing, working or conducting business in any country restricted by the U.S. Office of Foreign Assets Control, or subject to sanctions imposed under applicable laws. We may in our sole discretion decide to discontinue or restrict our services to residents of other countries at any time and without prior notice.

The following activities are prohibited or restricted from using the Subotiz Accounts Services. Prohibited and restricted business categories may be imposed by law or through the Payment Network Rules, by us or the requirements of the Service Provider’s Financial Services Providers. The types of activities listed below are representative but not exhaustive. If you are uncertain as to whether your activity is prohibited or restricted or have questions about how these requirements apply to you, please contact us. We may add to or update the restricted activities at any time.

The following are restricted activities and you must not:

(1). use the Subotiz Accounts Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, funding of terrorist organizations, unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by applicable laws. We will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;

(2). use the Subotiz Accounts Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;

(3). breach these Terms or any other agreement or policy that you have agreed with us;

(4). create more than one Account per legal entity or individual without our prior written consent;

(5). without limiting (1) above, use the Subotiz Accounts Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, legal services, political or religious organisations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;

(6). infringe any copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

(7). act in a manner that is defamatory, libellous, threatening or harassing when using the Subotiz Accounts Services;

(8). provide us with false, inaccurate or misleading information;

(9). use the Subotiz Accounts Services to engage in debt-collection activities;

(10). refuse to cooperate in an investigation or provide confirmation of your identity or any information requested by us;

(11). conduct your business or use the Subotiz Accounts Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to us, to third parties or to you;

(12). facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

(13). use an anonymizing proxy;

(14). use any robot, spider, other automatic device, or manual process to monitor or copy our technology without our prior written permission;

(15). interfere or attempt to interfere with our provision of the Subotiz Accounts Services;

(16). take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;

(17). use another merchant's Subotiz Accounts Services;

(18). use the Subotiz Accounts Services in a manner that we believe may be a violation of any applicable Payment Network Rules, card association or network rules, or applicable laws;

(19). use the Subotiz Accounts Services to trade foreign exchange for speculative purposes or for foreign exchange arbitrage;

(20). refuse or fail to provide further information about you or your business activities that we may reasonably request;

(21). conduct your business or use the Subotiz Accounts Services in a manner that leads us to receive a disproportionate number of claims; 

(22). behave in a threatening or abusive manner, or any other manner deemed unacceptable by us to our employees, consultants or other representatives;

(23). engage in unlicensed or impermissible trading (e.g., buying, selling, importing, exporting, re-exporting, or the facilitation thereof) of goods, services, software, or technology subject to the trade restrictions or sanctions imposed by the United States, United Kingdom, the European Union, Hong Kong SAR China, Chinese Mainland and United Nations, or any other country or jurisdiction whose laws Subotiz Accounts Services may be subject to;

(24). engage in any other industries or activities deemed to be illegal/controlled/restricted activities in any applicable jurisdiction to which Subotiz Accounts may be subject; or

(25). engage in any other industries that we deem to fall outside of Subotiz Accounts's risk appetite from time to time.

You agree not to directly contact the underlying Financial Services Providers supporting Services directly. Any direct contact with such Financial Services Providers may result in the immediate termination of your use of the Services.

You must ensure that you and anyone acting for you (including Authorised Users, employees, agents, consultants, and subcontractors):
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(a) comply with all applicable anti-bribery laws, including but not limited to the Hong Kong Prevention of Bribery Ordinance, the UK Bribery Act 2010, and the U.S. Foreign Corrupt Practices Act;
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(b) do nothing that would cause us to breach such laws;
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(c) do not offer, give, request or accept bribes, including to or from public officials;
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(d) maintain compliance procedures, including training and measures to prevent and detect violations;
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(e) provide reasonable assistance, at our request and cost, for any compliance or investigation requirements; and
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(f) promptly notify us of any allegations or investigations involving sanctions, fraud, bribery, corruption, or other unlawful conduct.

You will indemnify us for all losses, liabilities and expenses arising from your breach of this clause.

We reserve the right to carry out any necessary checks relating to money laundering, terrorism financing, fraud or other illegal activity before authorizing any incoming transfers, refunds or withdrawal of funds or value, including returning any funds or value to you after you have closed your Subotiz Accounts Service. Withdrawals and transfers to, from or for you may be rejected for any reason, including reasons related to compliance with applicable laws or the risk management policies or procedures of Subotiz Accounts, the Service Provider or the Financial Service Provider. We will be under no obligation to disclose the reason for the rejection. In the event we seek to revoke, cancel, refund, recall or amend the Subotiz Accounts Services transaction under this clause, you agree that you shall remain responsible for our Fees, any applicable fees or charges imposed by our Service Providers or exchange rate differences involved in reversing, recalling, amending or cancelling the transaction.

You agree to pay the fees for using the Services that are set out in your Subotiz Accounts Admin Portal, including fees displayed at the time of a Transaction, or as otherwise agreed by the parties, which are incorporated herein by reference (the "Processing Fees" or “Fees”).  The Fees are charged separately depending on the Service you use. The Fees shall be collected from you by the Service Provider on our behalf in accordance with the terms of the PhotonPay Connect Member Matrix Service Agreement.

You are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Subotiz Accounts Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

We reserve the right to change the Fees at any time, subject to a notice period to you in accordance with Section A17 and and the revisions will take effect from the date we notify you that they will apply. If you continue to use the Subotiz Accounts Services and the Service Provider Services, then you are deemed to have accepted the change in Fees contemplated by such notice.

You acknowledge that any refund, reversal, or returned Transaction may be subject to fees or deductions imposed by banks, intermediary banks, or other financial institutions (“Intermediary Fees”). Such fees are determined solely by those third parties and are not controlled or known in advance by us or the Service Provider. As a result, the refunded amount you receive may be less than the original payment amount. Intermediary Fees are your sole responsibility, and we will not reimburse or be liable for any such fees or resulting shortfalls. We may rely on the amount actually received from the relevant financial institutions as final for refund purposes.

Notwithstanding the above, certain third-party service providers and changes of the pricing for providing certain functions or features of the Services from the third-party service providers may be beyond our control and not easily predictable or foreseen in advance. In the event of a price change by third-party service providers, we reserve the right to adjust our Fees accordingly and such adjustments may take effect simultaneously with the third-party price change or at another time we deem reasonable. We will make commercially reasonable efforts to notify you of any Fees changes in advance of the adjusted Fees taking effect.
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In addition to the Fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Subotiz Accounts Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.

As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into the Subotiz Accounts, and your any other bank accounts associated with your Subotiz Accounts, and in any funds processed using the Subotiz Accounts Services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.

To the extent permitted by law and the Service Provider’s rules, we may collect any obligations you owe us under this Agreement by requesting that the Service Provider deduct the corresponding amounts from the Security Deposit (as that term is defined below), from any funds payable or disbursed to you (including withdrawals or payouts), or invoice you for those amounts. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received or disbursed for such Transaction.

If these amounts are not sufficient to meet your obligations to us or if you fail to pay invoiced amounts when due, we may, to the extent permitted by applicable law and the rules of the Service Provider, charge the payment method associated with your Subotiz Accounts (i.e. the bank account associated with the Collection Service) or your Authorized Payment Method (as defined in the Subotiz Platform Terms), for any amounts owed to us. For the avoidance of doubt, this includes if the balance of any Supported Currency in your Account shows that you owe us an amount of funds for any reason or has a negative balance or any sums you have borrowed from us, we may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance. If the amount owed to us is in a currency which is different to the currency we hold in your Account, we shall convert the amount to the currency of the amount you owe us by applying such exchange rate as determined by us at our absolute discretion. We do not need to notify you of this conversion occurring. We may also deduct the amounts you owe us from using the Services, as well as from other sources of funds you obtain from other activities, and by deducting funds from any withdrawals or payout you attempt to make.

Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

Further, to the extent applicable law permits, we may deduct, recoup or set off, or request that the Service Provider deduct, recoup or set off any amounts that you or your affiliates owe to us or our affiliates under this Agreement or any other agreement you have entered into with us or our affiliates, from: (a) any Global Accounts associated with your Account or your affiliates’ Account that we determine in a reasonable manner, including the Service Provider Account and the Security Deposit; (b) funds payable by us or our affiliates to you or your affiliates (if any).

In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees and other third-party charges.

You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to us by you. Such communication may be made by us or by anyone on its behalf, including, but not limited to, a third-party collection agent.

We reserve the right to require you to pay a certain amount of security deposit (the “Security Deposit”) based on your business profile, creditworthiness, and risk exposure. Security Deposits are amounts of money set aside to cover chargebacks, refunds, default losses, liquidated damages and/or unpaid fees or other payment obligations under this Agreement as required by the Service Provider. We, in our discretion, based on the underwriting and risk policies and requirements of the Service Provider, will set the terms of your Security Deposit and notify you of such terms, which may require that a percentage of the funds received for a Transaction are held and then released later on a scheduled basis, a specific minimum amount of money are held for a period of time or at all times, additional amounts are required or such other restrictions that we and/or the Service Provider deem necessary in our sole discretion. We, in our discretion, may elect to change the terms of the Security Deposit at any time, for any reason, based on your payment processing history and as requested by our Service Providers. If you are liable for any amounts owed to us, we may immediately remove and deduct such amounts from your Security Deposit. Should the remaining amount of the Security Deposit fall below the required amount after such deduction, you shall replenish the shortfall in full within five (5) Business Days.

You agree that: (i) you are not entitled to any interest or other compensation associated with the Security Deposit; (ii) you have no right to direct the Security Deposit; (iii) you have no legal interest in those funds; and, (iv) you may not assign any interest in those funds.

(1). If abnormal transactions are identified, or multiple failures of transactions occur, or your transaction is in breach of regulatory requirements, or we believe that you may have breached these Terms, we may take action to protect ourselves and any other third parties, including but not limited to: (a) closing, suspending, or limiting your access to any or all of the Subotiz Accounts Services; (b) informing any court or any governmental, banking, taxation or other regulatory authority or similar body, or any other parties impacted by your actions; (c) fully or partially reversing any transaction; (d) immediately increase our Fees; (e) requiring you to pay a certain amount of Security Deposit based on your transaction and risk profile; (f) withholding, refusing, or delaying any funds received, exchanged, or transmitted; and/or (g) directly deducting the losses or liquidated damages payable to us from the balance of your and/or your affiliates's Account of the Services and/or security deposit and requiring you to replenish any unremedied losses within thirty (30) days upon our written notice.

(2). We are required under applicable laws to review your Transactions undertaken, including verifying the source of funds and background and purpose of underlying transactions in relation to funds received or processed for you. We may also be requested by the Service Providers to investigate the underlying Transaction with respect to any Transactions we received or processed for you. You undertake and agree that you will promptly, and in any event within the timeframe specified in our written notice of receiving our request, disclose or provide underlying transaction information related to each payment collected or processed for you in connection with the Services, or other information as required by us, or any persons acting on our behalf, from time to time for our compliance with applicable laws. If the information required by us is not satisfactorily provided within such a time period, we may not undertake any transactions on your behalf, or continue business relations with you. We may also be required to disclose any information you have provided to us to relevant authorities, including sanction authorities. You agree to comply with applicable laws and sanctions relating to anti-money laundering or counter-terrorism financing measures. Neither we, nor any of our affiliates, or any agents acting on our behalf would be liable for any loss arising out of any action taken, or any delays or failure by us in carrying out our relevant obligations under Applicable Laws.

In case of a (i) bona fide unauthorised payment or (ii) payment that was incorrectly executed due to an error by us, we may at your request refund the payment amount including all fees deducted, as long as you notify us of the unauthorised or incorrect payment without undue delay, and at the latest within ninety (90) days from the date of the transaction. This shall not apply if, in our sole discretion, you failed to comply with the provisions of these Terms. You may be required to provide us with documented evidence relating to the unauthorised payment. We will have full discretion whether or not to refund the unauthorised payment, including on the basis of the documented evidence provided as aforesaid, and subject to other conditions that may apply. We shall not be liable for any unauthorised or incorrect transactions which are not caused by us.

In case of any incorrect or misdirected but authorised payment, we shall take reasonable measures to assist you with tracing and, if reasonably possible, recovering such payments, but we shall not be liable for any payments that cannot be recovered or any fees or foreign exchange losses incurred in the process of assisting you.

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance or by signing a written contract) and continues so long as you use the Subotiz Accounts Services or until terminated by you or by us.

You may terminate this Agreement by closing your Subotiz Accounts at any time by following the instructions in your Subotiz Admin. We may terminate this Agreement and close your Subotiz Accounts at any time, for any reason, upon notice to you in accordance with Section A17 above. We may suspend your Subotiz Accounts and your access to the Subotiz Accounts Services and any rights in respect of your Subotiz Accounts, or terminate this Agreement, at any time, for any reason, including if: (a) we determine that you may be ineligible for the Subotiz Accounts Services because of the risk associated with your Subotiz Accounts, including, without limitation, significant credit or fraud risk, or for any other reason; (b) you do not comply with any of the provisions of this Agreement or the Service Provider Terms, or government authority requirement; (c) upon request of the Payment Network, the Service Provider, or government authority; (d) you enter an insolvency event; (e) you do not respond in a timely manner to our request for your business information or do not provide us adequate time to verify and process the updated information set forth in Section D12 of this Agreement; or (f) we determine that your use of the Subotiz Accounts Services (i) is or may be harmful or presenting unacceptable risk to us, the Service Provider, or any third party; (ii) increases, or may increase, the rate of fraud that we observe; (iii) degrades, or may degrade, the security, privacy, stability, or reliability of the Subotiz Accounts Services; (iv) enables, facilitates, or may enable or facilitate illegal or prohibited transactions; or (vi) is or may be unlawful. Termination of the Service Provider Terms may, at the discretion of us, result in a termination of this Agreement. Termination of this Agreement shall entitle us to cause the Service Provider to terminate the Service Provider Terms.

If the Service Provider terminates the Service Provider Terms or indicates its intention to do so, or if you elect to cease processing with such Service Provider, we have the right, but not the obligation, to offer you a substitute payment Service Provider that is integrated with the Subotiz Accounts. Upon your acceptance of the terms of service of such substitute payment Service Provider, they shall be deemed to have replaced the Service Provider contemplated herein, provided that your liabilities to the Service Provider herein shall not be diminished on account of accepting the terms of the substitute payment Service Provider.

Upon termination and closing of your Subotiz Accounts, we will immediately discontinue your access to the Subotiz Accounts Services. You agree to complete all pending Transactions, stop accepting new Transactions through the Subotiz Accounts Services, and agree that any pending Instructions (as defined below) submitted but which have not been executed, will be deemed such services being terminated. All Fees become due and payable upon Termination. Instruction means any and all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions), whether automated or not, submitted by or for you to us in respect of your use of the Subotiz Accounts Services.

Upon termination you agree: (i) to immediately cease your use of the Subotiz Accounts Services; (ii) to discontinue use of any our or Service Provider trademarks and to immediately remove any our or Service Provider references and logos from your website and/or physical location, if applicable; (iii) that the license granted under this Agreement shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Subotiz Accounts Services, or any termination or suspension of the Subotiz Accounts Services, or deletion of your information or account data; and, (vi) that you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the Subotiz Accounts Services prior to termination.

You will not be refunded the remainder of any Fees that you have paid for the Subotiz Accounts Services if your access to or use of the Subotiz Accounts Services is terminated or suspended. Any funds in the Financial Services Provider’s custody will be paid out to you subject to the terms and arrangement for the Service Provider.

Termination does not relieve you of your obligations as defined in this Agreement, and the Service Provider may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.

The ending of the Services shall not affect your obligation and responsibility to cooperate with investigation as reasonably required by us and to provide the necessary information and transaction vouchers, in respect of any abnormal transactions or potential risks that have arisen during your past use of the Services.

Termination of this Agreement will not necessarily terminate your Subotiz Platform Terms, unless we determine otherwise.

The Subotiz Accounts Services are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Subotiz Accounts Services are protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide Intellectual Property Rights (as defined below) in the Subotiz Accounts Services and all copies of the Subotiz Accounts Services. This Agreement does not grant you any rights to our trademarks or service marks.

For the purposes of this Agreement, “Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Subotiz Accounts Services (“Ideas”). By submitting any Idea, you agree that it is provided voluntarily, without restriction or expectation of compensation, and that we may use, disclose or exploit such Idea without any obligation to you. You acknowledge that we may already be developing or using similar ideas independently or from other sources.

Nothing in this Agreement shall serve to diminish your liability under the Service Provider Terms or Subotiz Platform Terms. You are obliged to fulfill your obligations under this Agreement and those under the Service Provider Terms and Subotiz Platform Terms.

Insofar as we become liable to the Service Provider or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Service Provider Terms, the Subotiz Accounts Services, the Payment Processing services, or the Payment Network Rules, you agree to indemnify and hold us harmless from and against any and all such liabilities.

You agree to indemnify and defend us, our affiliates, and their respective employees, agents and service providers (each, a “Subotiz Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Subotiz Entity, and you agree to fully reimburse the Subotiz Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks, or any other liability we incur that results from your use of the Subotiz Accounts Services; (iii) negligent or willful misconduct of your directors, legal representatives, owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers; or, (v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Service Provider or any Payment Network.

We will have the final decision-making authority with respect to Claims, including, without limitation, claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. You will not receive a refund of any Fees paid to us.

Without limiting any other provision of these terms, if we have funded or arranged to fund all or part of any Exchange or Payout Services on your instruction, and you have cancelled or failed to fully fund that Exchange or Payout, you will indemnify us on demand against any losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

You represent and warrant to us that: (i) if you are a sole proprietor or an individual , you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use the Subotiz Accounts Services and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and, (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).

You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fide transaction by you; (ii) any Collection Transaction submitted by you will accurately describe the goods and/or services sold and delivered to a customer; (iii) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers; (iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by you through the Subotiz Accounts Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use the Subotiz Accounts Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Subotiz Accounts Services; and, (vii) any information you provide to us will be accurate and complete.

THE SUBOTIZ ACCOUNTS SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SUBOTIZ ACCOUNTS SERVICES IS AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SUBOTIZ ACCOUNTS SERVICES OR FROM: (I) US; (II) THE SERVICE PROVIDER, SUPPLIERS OR LICENSORS OF US OR THE SERVICE PROVIDER; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SUBOTIZ ACCOUNTS SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS OR PAYEE WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SUBOTIZ ACCOUNTS SERVICES IS ACCURATE, RELIABLE OR CORRECT; (II) THE THE SUBOTIZ ACCOUNTS SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE THE SUBOTIZ ACCOUNTS SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THE SUBOTIZ ACCOUNTS SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, (VI) THE SUBOTIZ ACCOUNTS SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SUBOTIZ ACCOUNTS SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SUBOTIZ ACCOUNTS SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER US, THE SERVICE PROVIDER, NOR THE FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY MONITOR ANY OF YOUR TRANSACTION.

IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SUBOTIZ ACCOUNTS SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SUBOTIZ ACCOUNTS SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SUBOTIZ ACCOUNTS SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SUBOTIZ ACCOUNTS SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SUBOTIZ ACCOUNTS SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SUBOTIZ ACCOUNTS SERVICES; (IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SUBOTIZ ACCOUNTS SERVICES; (V) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SUBOTIZ ACCOUNTS SERVICES; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF WE OR THE SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

WE MAKE NO REPRESENTATIONS THAT THE SUBOTIZ ACCOUNTS SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. THOSE WHO ACCESS OR USE THE SUBOTIZ ACCOUNTS SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE ENTIRELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO, EXPORT AND IMPORT REGULATIONS.

You agree that any disputes arising out of or relating to this Agreement or the Subotiz Accounts Services shall be resolved in accordance with this Section D9. This Agreement is governed by the laws of Hong Kong SAR except for any security interest created pursuant to Section C2 above, which will be governed by and construed in accordance with the laws of the applicable country, state, province, territory, or other jurisdiction in which such security interest is registered, and in each case without regard to its choice of law provisions to the contrary. Any dispute arising out of or relating to this Agreement or the Subotiz Accounts Services shall be submitted to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in Hong Kong, in accordance with the HKIAC Administered Arbitration Rules in force at the time of submission.

We may, or may direct the Service Provider to respond to and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. The Service Provider or any applicable Financial Services Provider may deliver or hold any funds or any Data as required under such Legal Process, even if you are receiving funds or data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

Headings are included for convenience only and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Subotiz Accounts Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to such notice through email, in your Subotiz Admin, or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Subotiz Accounts Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction. Certain services, functionalities, or obligations under this Agreement may be performed or fulfilled by our affiliates.

You must ensure that all information in your Subotiz Accounts Admin Portal, including details of Authorised Users, is accurate and kept up to date. If we determine that any information is outdated or inaccurate, we may request updated information or require you to complete the verification process again. You must provide the requested information as soon as possible and no later than ten (10) Business Days, or any shorter timeframe stated in our written notice. While we verify your information, your transaction or monetary limits, restrictions or conditions on your use of the Subotiz Accounts Services may be adjusted and your access to the Subotiz Accounts Services may be suspended. We are not liable for any losses arising from your failure to maintain current information or your inability to use the Subotiz Accounts Services as a result.

You agree to give us at least thirty (30) days’ prior written notice before changing your products or service types, business or trade name, or any other information reasonably requested by us or the Service Provider. This information is required to comply with applicable laws and regulatory requirements, assess your business and financial standing, evaluate risk exposure, and determine your ability to perform under this Agreement.

This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns.

You may be offered services, products, and promotions provided by third parties and not by us. If you decide to use these third-party services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Subotiz website may contain links to third-party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. You agree that your access to any such website is at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.

No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Sections C1 or D5, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.

These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and us with respect to the provision of the Subotiz Accounts Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Subotiz or Service Provider agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of us and our vendors and suppliers and sets forth your exclusive remedies with respect to the Subotiz Accounts Services and your access and use of the Subotiz Accounts Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity, is cumulative and concurrent, and in addition to every other right.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.