PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE AND THE SERVICES

What’s in these terms?

These terms are the legally binding terms and conditions for:

• accessing and using this Site;
• the licensing and use of the Services by you; and
• protection of the Software (including our rights, title and interest in the Software).
• These terms are comprised of 3 parts:
• Part 1, which sets out specific terms for accessing and using this Site;
• Part 2, which sets out specific terms regarding the licensing and use of the Services by you and protection of the Software; and
• Part 3, which sets out general terms applicable to both the access and use of the Site, the licensing and use of the Services and protection of the Software.

These terms shall form part of, and be incorporated into, the Commercial Agreement (if any).

Definitions used in these terms

“API” has the meaning set out under the Commercial Agreement.

“API Documentation” has the meaning set out under the Commercial Agreement.

“Commercial Agreement” means the agreement signed between us and you which sets out the commercial terms under which you will license and use the Services, and which incorporates these terms.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Purpose” has the meaning set out under the Commercial Agreement.

“Services” means the subscription services provided by us to you under this these terms and the Commercial Agreement via the Site, the API or any other website or application notified to you by us from time to time, as more particularly described on the Site or in the API Documentation.

“Site” means our website https://www.midchains.com/pay/.

“Software” has the meaning set out under the Commercial Agreement.

“us” means MCP MIDCHAINS PAY DMCC, a free zone company incorporated in the DMCC (Dubai, UAE) with DMCC licence no. DMCC-843073 and primary address Unit No: 208-A, The Dome Tower Plot No: JLT-PH1-N1, Jumeirah Lakes Towers, Dubai, UAE; and “we” and “our” have corresponding meanings.

“you” means the person using this Site and includes the person who is our counterparty under the Commercial Agreement; and “your” and “yourself” have corresponding meanings.

Interpretation

In the Commercial Agreement and / or these terms, unless the context otherwise requires:

• words in the singular shall include the plural and in the plural shall include the singular;
• a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and
• any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

In the case of conflict or ambiguity between any provision contained in the body of the Commercial Agreement and any provision contained in these terms, the provision in the body of the Commercial Agreement shall take precedence (to the extent of the conflict or ambiguity).

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

Where the Commercial Agreement and / or these terms refers to a matter which requires a party’s consent, such consent may be given, withheld or delayed in the absolute discretion of that party, except as expressly provided otherwise under the Commercial Agreement and / or these terms.

A reference to writing or written excludes fax but includes email.

Where these terms refer to other terms and conditions (for example, the terms and conditions of our Privacy Policy), we shall have the rights and benefits of other entities within the MidChains Group referred to in those terms and conditions.

By using this Site you accept these terms

By using this Site and / or signing the Commercial Agreement, you confirm that you accept these terms and that you agree to comply with them.

Other than for the purposes of browsing this Site to learn more about us and our products and services, you must not use this Site, or the Services unless you have also signed a Commercial Agreement with us.

If you do not agree to these terms, you must not use this Site or the Services.

We recommend that you print a copy of these terms for future reference.

There are other terms that apply to you

These terms of use refer to the following additional terms, which also apply to your use of this Site and the Services:

• Our Privacy Policy – https://www.midchains.com/privacypolicy/.
• Our Cookie Policy – https://www.midchains.com/cookiepolicy/, which sets out information about the cookies on this Site.

We may make changes to these terms

We may amend these terms from time to time. Every time you wish to use this Site or the Services, please check these terms to ensure you understand the terms that apply at that time.

Who we are and how to contact us

This Site is operated by us.

To contact us, please email pay@midchains.ae, or telephone our customer service line on +971 (0)4 456 0593.

PART 1 – TERMS FOR ACCESSING AND USING THIS SITE

We may make changes to this Site

We may update and change this Site from time to time in our absolute discretion, either to reflect changes to our products and services, our users’ needs and our business priorities, or any other reason whatsoever.

We may suspend or withdraw this Site

We do not guarantee that this Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of this Site for business and operational reasons.

You are responsible for ensuring that all persons who access this Site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another person. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under any legally binding agreement between us.

Who is this Site intended for

This Site is intended for use by businesses (including online merchants and payment services providers) who have significant knowledge and experience in the online payments, crypto-currency, digital assets and financial transactions sectors. It is not intended for consumers or any other such individuals.

This Site is not intended for use in, or by users in, the United States of America or the People’s Republic of China. There may be other countries, and users resident in those countries, which this Site is not intended for use in or by (including sanctioned countries and individuals). We may refuse or restrict access to this Site or the Services in any country at any time without notice.

We do not represent that content available on or through this Site (including the Services) is appropriate for use or available in any country or location. By continuing to access, view or make use of this Site, the Services and any related content and services, you hereby warrant and represent to us that the content available on or through this Site (including the Services) is appropriate for use in your country or location. If it is not appropriate, you must immediately discontinue use of this Site, the Services and any related content and services.

You must keep your account details safe

If you choose, or you are provided with, a username, password, user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.

If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at pay@midchains.ae.

How you may use material on this Site

We are the owner or the licensee of all Intellectual Property Rights in this Site and in the material published on the Site. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may not print, modify, copy or otherwise reproduce this Site and the material published on this Site.

Our status (and that of any identified contributors) as the authors of content on this Site must always be acknowledged (except where the content is user-generated).

You must not use any part of the content on this Site for commercial purposes without obtaining a licence to do so from us and / or our licensors.

If you breach these terms, your right to use this Site will cease immediately.

No text or data mining, or web scraping

You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to this Site or any services provided via, or in relation to, this Site. This includes using (or permitting, authorizing or attempting the use of):

• Any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of this Site or any data, content, information or services accessed via the same.
• Any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this section should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

This section shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

Do not rely on information on this Site

The content on this Site is provided for general information only. It is not intended to amount to advice on which you should rely. You acknowledge and agree that we are not providing you with any financial advice or services, including providing any service which is a regulated financial activity under any applicable law.

You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on this Site.

Although we make reasonable efforts to update the information on this Site, we make no representations, warranties or guarantees, whether express or implied, that the content on this Site is accurate, complete or up to date.

We are not responsible for websites we link to

Where this Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of this Site, including to social media pages, video-sharing sites, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on this Site do not represent our views or values.

How to complain about or report content

If you become aware of any material that could comprise or be connected to unlawful activity, please contact us immediately on https://www.midchains.com/support/.

If you wish to complain about any other content, please contact us on https://www.midchains.com/support/.

How we may use your personal information

We will only use your personal information as set out in our Privacy Policy – https://www.midchains.com/privacypolicy/.

Uploading information to this Site

You shall ensure that any information you upload to this Site:

• shall comply with all applicable laws and standards including, without limitation, the laws and cultural norms of Dubai and the UAE as applied in Dubai;
• shall be true and correct and not misleading, or be uploaded with the intention of misleading or subverting any applicable law or standards;
• shall be your information and not infringe the rights of any other person including, without limitation, any Intellectual Property Rights; and
• shall not be uploaded for or on behalf of any other person, unless you are an officer, representative or employee of that person and are acting in accordance with that person’s express or implied consent.

You are solely responsible for securing and backing up your information and content on the Site ad API.

Rights you are giving us to use information you upload

Any information or other content you upload to this Site and API will be considered non-confidential and non-proprietary. When you upload or post information or content to this Site, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, distribute, display that information or content for the purposes of this Site, the Services, our business and any Commercial Agreement between us.

We are not responsible for viruses and you must not introduce them

We do not guarantee that this Site, the API, the Services or the Software will be secure or free from bugs or viruses.

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

You must not misuse this Site or the Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to this Site, the server on which this Site is stored or any server, computer or database connected to this Site. You must not attack this Site via a denial-of-service attack or a distributed denial-of service attack. We may report any breach of these terms to the relevant law enforcement authorities and we may co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Site and Services will cease immediately.

Rules about linking to this Site

You may not link to our home page without our written consent. We reserve the right to withdraw such consent without notice.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to this Site in any website that is not owned by you.

This Site must not be framed on any other site, nor may you create a link to any part of this Site other than the home page.

PART 2 – TERMS FOR USING THE SERVICES AND PROTECTION OF THE SOFTWARE

Scope of use

In relation to the licensing of Services and the Purpose under the Commercial Agreement:

• use of the Software shall be restricted to use of the Software as integrated in or underlying the Services via the Site or API in object code form for the Purpose (which shall not include allowing the use of the Services or Software by, or for the benefit of, any person other than you and your employees engaged in the Purpose for the Purpose); and
• you may not use the Services or Software other than as specified in the Commercial Agreement (including these terms) without our prior written consent, and you acknowledge that additional fees may be payable on any change of use approved by us.

Restrictions on use of and dealing with the Services and Software

You will not (and shall not permit any third party to):

• use any information provided by us or otherwise obtained by you to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it;
• access or use all or any part of the Services, Software or other information provided by us or otherwise obtained by you to create, provide or build a product or service which competes with the Services, Software or our business;
• access, store, distribute or transmit any viruses, Trojan horses or worms, or any material during the course of your use of the Services, Site or API that is threatening, harmful, unlawful, defamatory, obscene, infringing, harassing, offensive or which otherwise is contrary to the laws and cultural norms of Dubai and the UAE as applied in Dubai;
• download, extract or make copies of the Software, whether for the purposes of backing-up the Software or any associated data or information or otherwise, and you will take steps on a best practice basis to prevent unauthorized downloading, extraction or copying;
• duplicate, create derivative works from, frame, mirror, republish, display, transmit, distribute, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software, or otherwise reduce the Software to human-perceivable form, in whole or in part, in any form or media or by any means;
• except for the Purpose, use the Services and/or Software to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Software available to any third party except in accordance with the Commercial Agreement and in undertaking the Purpose;
• attempt to obtain, or assist third parties in obtaining, access to the Services and / or Software, other than as provided under the Commercial Agreement;
• permit any unauthorised access to, or use of, the Services and/or the Software (in the event of any such unauthorised access or use you shall promptly notify us);
• sub-license, assign or novate the benefit or burden of the Commercial Agreement in whole or in part;
• allow the Software to become the subject of any charge, lien or encumbrance; and / or
• deal in any other manner with any or all of your rights and obligations under this agreement, without our prior written consent.

Our dealing with the Commercial Agreement

We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under the Commercial Agreement (including these terms), provided we give written notice to you.

Record keeping and inspection

You will:

• keep a complete and accurate record of your use of the Services and its users, and produce such record to us on request from time to time;
• notify us as soon as you become aware of any unauthorized use of the Services or the Software by any person; and
• permit us to inspect and have access to any premises (and to the computer equipment located there) at or on which the Services are being used, and all associated records, for the purposes of ensuring that you are complying with the Commercial Agreement (including these terms), provided that we provide reasonable advance notice of such inspections, which shall take place at reasonable times.

We do not grant any other rights or interests

For the avoidance of doubt:

• other than as expressly set out in the Commercial Agreement (including these terms), nothing in the Commercial Agreement (including these terms) shall be interpreted as granting you any license, right, interest or benefit in connection with the Services or Software or any other asset of ours, including any other Intellectual Property Right we own or license (for example, any of our trademarks or branding);
• unless we provide our prior written consent, you must not disclose, advertise or promote any association between us, our business, the Purpose, the Services and / or the Software;
• the license granted under the Commercial Agreement is non-exclusive and we may grant the same or a similar license to any third party whatsoever, regardless of the nature of the third party’s business or location of that third party or its business, or whether that business is your competitor; and
• nothing in the Commercial Agreement (including these terms) shall prevent or restrict any business, undertaking or activity conducted by us prior to the date of the Commercial Agreement or your first access of this Site (whichever is earlier).

Confidentiality and publicity

You undertake that you shall not at any time during the term of the Commercial Agreement, and for a period of two years after termination or expiry of the Commercial Agreement, disclose to any person any confidential information concerning our business, assets, affairs, customers, clients or suppliers or of any member of our group of companies, except:

• to your employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under or in connection with the Commercial Agreement (including these terms). You will ensure that your employees, officers, representatives, contractors, subcontractors or advisers to whom you disclose our confidential inf
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided you give us reasonable prior notice of such disclosure and inform any third party to whom such disclosure is made of the confidential nature of the information disclosed.

You shall not use our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with the Commercial Agreement (including these terms).

You will not make, or permit any person to make, any public announcement or press release concerning the Commercial Agreement (including these terms) without our prior written consent.

Intellectual Property Rights

You acknowledge that all Intellectual Property Rights in our business, the Services and the Software (including any maintenance updates or new versions, but excluding any third party software) belong and shall belong to us, and you have no rights in or to any Intellectual Property Rights in:

• our business whatsoever; and
• the Services or Software, other than the right to use the Services in accordance with the terms of the Commercial Agreement (including these terms).

If you obtain (other than from us in accordance with the terms of the Commercial Agreement) or discover, whether by virtue of making, devising or otherwise acquiring, any improvement and / or Intellectual Property Right in our business, the Services and / or the Software you shall promptly notify us in writing, giving details of the improvement and / or Intellectual Property Right, and shall provide any further information we request to enable us to evaluate the improvement and / or Intellectual Property Right.

Ownership of any such improvement and / or Intellectual Property Right shall vest in, or be transferred to us (or, as applicable, the third party software owner), irrespective of you having obtained or discovered it, and you shall, upon demand, take all steps as may be required by us to give effect and protect such ownership or transfer.

We may at our expense and at our option defend you or settle any claim or action brought against you alleging that the Services or Software (or any part thereof) as used in accordance with the terms of the Commercial Agreement (including these terms) infringes the Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim. For the avoidance of doubt, the foregoing terms shall not apply where the Claim in question is attributable to your use of the Services (or any part thereof) other than in accordance with the Commercial Agreement (including these terms), use of the Services in combination with any hardware or software not supplied or specified by us (if the infringement would have been avoided by the use of the Services not so combined) or use of a non-current version of the Services.

If any third party makes a Claim, or notifies an intention to make a Claim against you, any of our foregoing obligations are conditional on us electing to defend you or settle a Claim or action brought against you, and you:

• as soon as reasonably practicable, giving us written notice of the Claim, specifying the nature of the Claim in reasonable detail;
• not making any admission of liability, agreement or compromise in relation to the Claim without our prior written consent;
• giving us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and
• taking such action as we may reasonably request (at our reasonable cost) to avoid, dispute, compromise or defend the Claim.

If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense:

• procure you the right to continue to use the Services (or any part thereof) in accordance with the terms of the Commercial Agreement (including these terms);
• modify the Services so that it ceases to be infringing;
• terminate the Commercial Agreement immediately by notice in writing to you and refund any of the fee you have paid under the Commercial Agreement that relates to the period after termination.

This section “Intellectual Property Rights” constitutes your exclusive remedy and our only liability in respect of Claims and, for the avoidance of doubt, is subject to the section “Limitation of Liability” below.

PART 3 – GENERAL TERMS

Compliance

You will not breach any applicable laws or regulations in using this Site or the Services and otherwise exercising your rights and undertaking your obligations under the Commercial Agreement (including these terms), including export control, data protection, anti-money laundering, sanctions, terrorist funding and anti-bribery laws.

Limitation of liability

We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• special damage even if we are aware of the circumstances in which such special damage could arise;
• loss of profits;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• loss or corruption of data; or
• wasted expenditure.

Our total liability in relation to your use of the Services, whether in contract, tort (including negligence) or otherwise and whether in connection with the Commercial Agreement (including these terms), shall in no circumstances exceed a sum equal to 50% of the total fee under the Commercial Agreement received by us from you in the 12 months preceding the date of our breach, or the date your other such cause of action accrues, to which the liability relates.

You agree that, in entering into the Commercial Agreement or accessing this Site or the API, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the Commercial Agreement (including these terms) or, if you did rely on any representations, whether written or oral, not expressly set out in the Commercial Agreement (including these terms) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of the Commercial Agreement (including these terms). Without limiting the generality of the foregoing, you acknowledge and agree:

• the Software incorporates third party software and we are not liable for your use of, or reliance on, such third party software, as incorporated in or used in conjunction with, the Services, this Site or the API;
• the use of this Site, the API, the Services or the Software may be interrupted, subject to error or unable to be used or accessed from time to time, or that this Site, the API, the Services or the Software may not meet any cybersecurity requirements (and we give no undertakings or warranties in this regard);
• we are not liable for your use of or reliance on any content displayed on this Site or the API;
• that you accept responsibility for the selection of the Site, the API and the Services to achieve the Purpose and its intended results and that the Site, API and Services have not been developed to meet your individual requirements; and
• all other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into the Commercial Agreement (including these terms), whether by statute, common law or otherwise, are hereby excluded, to the maximum extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

Indemnity

You will indemnify us for, and hold us harmless against, any and all costs, expenses, liabilities, suits and claims of whatsoever nature connected with:

• your breach of these terms and / or the Commercial Terms;
• you, or your officers, representatives or employees, breaching any applicable law or committing a criminal act; or
• your, or your officer’s, representative’s or employee’s, negligence or willful misconduct.

Miscellaneous

• A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
• Except as expressly provided in the Commercial Agreement (including these terms), our rights and remedies are in addition to, and not exclusive of, any rights or remedies provided by law.
• The Commercial Agreement (including these terms) contain the whole agreement between the parties relating to the subject matter thereof and supersede all previous and contemporaneous agreements, arrangements and understandings between you and us, whether written or oral, relating to that subject matter.
• No variation of the Commercial Agreement (excluding these terms) shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
• If any provision or part-provision of the Commercial Agreement (including these terms) is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Commercial Agreement (including these terms). If any provision or part-provision of the Commercial Agreement (including these terms) is deemed deleted you and us shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
• The Commercial Agreement (including these terms) may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
• A person who is not a party to the Commercial Agreement (including these terms) shall not have any rights to enforce any term of the Commercial Agreement (including these terms).
• Nothing in the Commercial Agreement (including these terms) is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us an agent of the other, or authorize either you or us to make or enter into any commitments for or on behalf of the other (except as expressly provided in the Commercial Agreement (including these terms)).
• You confirm you are acting on your own behalf and not for the benefit of any other person, unless you are an officer, representative or employee of that person and are acting in accordance with that person’s express or implied consent.
• We shall not be in breach of the Commercial Agreement (including these terms) or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond our reasonable control. The time for performance of such obligations shall be extended accordingly.

Which laws apply to these terms?

These terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by the laws of Dubai and the UAE as applied in Dubai.

Any dispute arising out of or in connection with these terms, including any question regarding the existence of an agreement between us and you, or the validity or termination of any such agreement, shall be subject to the exclusive jurisdiction of the Courts of Dubai.