If you do not agree with these Terms, you may not access or use the Website or the App or any Services provided on the Website or in the App. All information and Services provided on the Website are provided on a strictly "as-is" basis without any warranty whatsoever.
Please leave the Website and do not create an Account if you do not agree with the terms and conditions laid down below.
1. Definitions and interpretation
1.1.1. The following capitalized definitions when used in this Agreement shall have the following meanings:
(a) Agreement shall mean present Terms and Conditions as well as any annexes to them;
(b) Agreement Form shall mean special terms and conditions agreed between IvendPay and the Merchant;
(c) Business day shall mean any day except Saturday, Sunday and national holiday;
(d) Cryptocurrency shall mean digital asset owned by the Client and used to make Cryptocurrency Payment via IvendPay Platform for the Merchant’s services and/or products;
(e) Cryptocurrency Payment shall mean payment made with Cryptocurrency;
(f) Cryptocurrency Wallet shall mean an IT solution that allows the Merchants and the Clients send and respectively receive (and in specifically cases hold) Cryptocurrency.
(g) Fee shall mean the fee payable by the Merchant to IvendPay for the provision of the Services, as provided in clause 4 of these Terms and Agreement Form.
(i) IvendPay Platform shall mean an online platform created by IvendPay that offers Services of acceptance cryptocurrencies as a payment method in exchange for Merchant’s goods or services.
(j) IvendPay Website shall mean the website https://ivendpay.com including all its sub-domains.
(k) Parties shall mean IvendPay and the Merchant;
(l) Services shall mean any services, provided on the IvendPay Platform by the Company, included but not limited, services of acceptance cryptocurrencies as a payment method in exchange for Merchant’s goods or services.
(m) The Client shall mean any natural person or legal person to which the Merchant shall provide services and/or sell products for which the payment shall be handled via IvendPay Platform;
(n) The Merchant or You shall mean legal entity who shall use Ivendpay Platform for its business purposes;
1.2.1. References to Sections and Articles, unless stated or the context required otherwise, shall be construed as references to Sections and Articles of these Terms.
1.2.2. References to Schedules, unless stated or the context required otherwise, shall be construed as references to Schedules of this Agreement.
1.2.3. References to legal acts (if any) shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such legal act.
1.2.4. In these Terms:
(a) words importing the masculine gender include the feminine and the neuter and vice versa;
(b) words in the singular include the plural and vice versa;
(c) references to persons shall include legal persons, unincorporated associations and partnerships, in each case whether or not having a separate legal personality;
(d) words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
2.1. These Terms constitute a legally binding agreement between the Merchant and IvendPay.
2.2. These Terms apply to any and all Services, information, texts, and other products, offered on the Website and in the App by IvendPay.
2.4. You cannot use the Website and/or the App and create the Account if you have not read, understood, and accepted all the provisions of these Terms.
2.5. IvendPay may change, remove, or add the context of the Terms and reserves the right to do so in its sole discretion. All new and/or revised provisions of the Terms take effect immediately and apply to your use of the Website, the Account and the Services from that date on. Please, check these Terms regularly to be aware of all current provisions of these Terms.
2.6. IvendPay may notify you about significant changes in these Terms. This can be done by posting a notification on the Website or sending you an e-mail (if appropriate).
3. IvendPay Services
3.1. IvendPay provides the Merchant with the access to IvendPay Platform which enables the Merchant to accept cryptocurrencies as a payment for goods and services they provide.
3.2. The Merchant grants IvendPay permission to receive cryptocurrencies and temporary hold them, as well as deduct the applicable Fees and other costs on the Merchant’s behalf. IvendPay is authorized to take any and all necessary or desirable actions to provide Services and comply with any relevant laws and these Terms.
3.3. The Merchant instructs IvendPay to convert the payment of the purchase price in cryptocurrencies by the use of IvendPay’s software and application programming interface (API) on behalf of the Merchant.
3.4. Payments by the Merchant’s Client to IvendPay will be considered the same as payments made directly to the Merchant. IvendPay collects cryptocurrencies to Merchant’s Account exclusively for the Merchant and on behalf of the Merchant. The Merchant retains ownership of the cryptocurrencies that IvendPay holds for his benefit.
4.1. IvendPay will charge a 1% Fee over the total amount of the value of each Cryptocurrency payment made by Merchant’s Client via IvendPay Platform. IvendPay shall have the right to collect the Fee immediately upon execution of the transaction by deducting it from the amounts to be transferred to the Merchant’s Wallet.
4.2. IvendPay may, at its sole discretion, reduce the Fee depending on the volume of transactions carried out by the Merchant via IvendPay platform. In this case, the Parties shall negotiate the Fee and it shall be specified in the Agreement Form.
5. Usage of IvendPay Platform
5.1. Registration and verification procedures
5.1.1. In order to start use IvendPay Platform the Merchant should register the Account at IvendPay Platform and complete verification procedure.
5.1.2. During registration procedure the Merchant shall choose a password for the Account at IvendPay Platform. The Merchant shall be responsible for maintaining the confidentiality of the password and Account access credentials. The Merchant shall notify IvendPay immediately if it becomes aware of any unauthorized use of the password or Account or any other breach of security which may compromise the password or the Account. Merchant may not allow third parties or unauthorized users to use the Merchant’s Account.
5.1.3. IvendPay shall provide IvendPay Platform and other software (if any) “as is” and without any warranty of any kind, except as provided in the Agreement. It shall be the responsibility of the Merchant to determine if IvendPay Platform is suitable for a specific purpose and to apply the necessary safety precautions.
5.2. Accepting Cryptocurrency via IvendPay Platform
5.2.1. Any Client that shall have a wallet holding Cryptocurrency installed on its device shall be entitled to make the Cryptocurrency Payment via IvendPay Platform.
5.2.2. The following steps shall be carried out by the Merchant and the Client to make the Cryptocurrency Payment via IvendPay Platform:
(a) The Merchant shall open IvendPay Platform and indicate the amount of the payment in Fiat Currency. The Merchant shall be solely responsible to enter the correct information (in relation to the Cryptocurrency Payment) on IvendPay Platform. The Merchant hereby confirms and warrants that the Merchant understands that the Merchant shall not be entitled to issue any complaints to IvendPay regarding incorrect payment, unless incorrect payment resulted from IvendPay Platform failure;
(b) The Merchant shall select the required Cryptocurrency and IvendPay Platform will automatically calculate the payable equivalent amount in the selected Cryptocurrency;
(c) The Client shall open the Client’s wallet holding Cryptocurrency and scan the QR code generated by the Merchant via IvendPay Platform in order to make Cryptocurrency Payment.
(d) If the Cryptocurrency Payment is successful, the confirmation of such Cryptocurrency Payment is displayed on IvendPay Platform and the respective amount is added to the Merchant’s wallet.
5.3. Prohibited Use of IvendPay Platform and Prohibited Business
5.3.1. In connection with Merchant’s use of IvendPay Merchant agrees not to engage in the following Prohibited Uses. This list is non-exhaustive, and Company reserves the right to modify it at any time. Company has sole discretion to determine whether an activity falls into one of these categories:
(a) Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation; activity which would publish, distribute or disseminate any unlawful material or information.
(b) Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other customers’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Services; use information of another party to access or use our computer systems, networks or sites, except in the case of specific Merchants which are specifically authorized by a user to access such user's Account and information; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of IvendPay; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.
(c) Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
(d) Fraud: Actions which operate to defraud us, our users, or any other person; provide any false, inaccurate, or misleading information to us.
(e) Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of any IvendPay intellectual property, name, or logo, including use of IvendPay trade or service marks, without express consent from IvendPay or in a manner that otherwise harms IvendPay or any IvendPay brand; any action that implies an untrue endorsement by or affiliation with IvendPay.
5.3.2. Prohibited Business. In addition to the Prohibited Uses, the following categories of businesses, business practices, and items for sale are prohibited from the Services.
(a) Drugs and drug paraphernalia (e.g., narcotics, controlled substances, and any equipment designed for making or using drugs);
(b) Weapons, munitions, gunpowder and other explosives (including fireworks)
(c) Toxic, flammable, and radioactive materials;
(e) Substances designed to mimic illegal drugs;
(f) Sexually explicit content;
(g) Sexually-related services;
(h) Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;
(i) Items used for speculation or hedging purposes (such as derivatives);
(j) Credit and collection services;
(k) Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents, including counterfeit or unauthorized goods;
(l) Products and services with varying legal status from state to state;
(m) Transactions that disclose the personal information of third parties in violation of applicable law;
(n) Transactions related to cloud-mining.
6. Relationship between the Merchant and the Client
6.1. The Merchant shall be responsible to complete the Client’s order in a timely and due manner and in the quality that is usually expected to such services and/or products. The Merchant shall ensure the accuracy and appropriateness of the information provided by the Merchant to the Client, including, but not limited to the information about the services and/or products provided by and invoices issued by the Merchant.
6.2. No contractual relationship will arise between IvendPay and the Merchant’s Client out of Merchant’s use of the Services. Merchant will therefore be solely responsible for any and all consumer protection regulations that may apply in the relationship with Merchant’s Client.
6.3. The Merchant is responsible for any obligations regarding the Client due diligence and origin of funds for their customers and associated purchases, according to their jurisdictional obligations.
6.4. The Merchant shall undertake to receive and process any claims from the Clients relating to the Merchant’s services and/or products. Such claims shall be settled directly between the Merchant and the Client and should not involve IvendPay.
6.5. The Merchant should satisfy the Client’s claim for refund if it corresponds to the contractual provisions established between the Merchant and the Client. IvendPay is not liable for Merchant’s failure to satisfy Client’s claim for refund. The Merchant can ask IvendPay to make a refund to the Client’s Wallet on behalf of the Merchant by sending the request to [email protected]. Refunds on fulfilled invoices must be requested within 6 months following the original transaction.
6.6. The Merchant shall, at the Merchant’s expense, indemnify, defend and hold harmless IvendPay (including its officers, directors, employees, agents and sub-contractors (if any)), its affiliates and clients against any loss, cost, expense or liability (including, but not limited to attorney’s fees and awarded damages) arising out of claims that the usage of IvendPay Platform and/or acceptance of cryptocurrency payment infringe or violate the rights of the Clients or any third parties associated to the Clients.
7. Representations and Warranties
7.1. The Merchant represents and warrants that:
7.1.1. The individual accepting these Terms on behalf of the Merchant is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant hereto;
7.1.2. The Merchant has all necessary right, power, authority and ability to enter into and fulfil obligations under this Agreement.
7.1.3. The Merchant’s bbusiness entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify;
7.1.4. The Merchant shall ensure that use of IvendPay Platform does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to the Merchant based on the jurisdiction(s) in which the Merchant operates the business and serve the customers;
7.1.6. The Merchant will be solely responsible for obtaining any information required by its customers, as well as their eligibility;
7.1.7. The Merchant will fulfil all obligations to each of its own customers and will resolve any dispute or complaint directly with its own customers;
7.1.8. All information that the Merchant has provided to us, and may from time to time provide to us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete.
7.2. IvendPay represents and warrants that:
7.2.1. IvendPay has the right, power and authority to enter into this Agreement and to grant the rights contemplated in this Agreement and to supply the Services to the Merchant;
7.2.2. IvendPay will comply with laws and regulations applicable to the operation of its business and performance of its obligations under this Agreement.
7.2.3. IvendPay will provide the Services with reasonable care and skill;
7.2.4. IvendPay does not warrant or represent that the Services will be free from errors and interraptions.
8. Use of and rights to trademarks
8.1. All rights to the trademarks of IvendPay Platform and any other software (if any) provided by IvendPay to the Merchant shall belong to IvendPay.
8.2. The Merchant shall be entitled to use IvendPay’s trademarks in connection with its marketing of products and/or services that can be paid for through IvendPay Platform (e.g. to use stickers at the Merchant’s place, in other marketing material). The trademarks shall not be used for any other purpose unless otherwise agreed in writing with IvendPay. The trademarks must always be displayed in their original, correct layout.
8.3. The use of the trademarks must not violate the IvendPay’s rights to the trademarks and must not create the impression that the products and/or services are sponsored, produced, offered, sold or otherwise supported by IvendPay.
8.4. The Merchant shall have no other rights – such as ownership or intellectual property rights – to the trademarks beyond to the above-mentioned right of use.
8.5. On expiry or termination of this Agreement, the Merchant shall cease its use of the trademarks.
9. Intellectual property rights
9.1. IvendPay shall be the owner of IvendPay Platform and any other applications (if any) provided by IvendPay. Proprietary rights and other intellectual property rights that may be attached to IvendPay Platform and any other application (if any) provided by IvendPay shall belong exclusively to IvendPay.
9.2. This Agreement shall not be an author’s agreement or proprietary rights agreement. The Merchant shall gain no author’s rights, proprietary rights or the rights attached to the author’s rights or proprietary rights or any other rights that would constitute intellectual property rights in relation to IvendPay Platform and/or other applications except the right to use IvendPay Platform and/or application (if any) provided by IvendPay as required under this Agreement.
9.3. Any and all modifications of IvendPay Platform and/or any other applications (if any) provided by IvendPay developed during the term of the Agreement shall be safeguarded under provisions of Art. 9.1.
9.4. In relation to Arts. 9.1 – 9.3, the Merchant shall not:
9.4.1. make any copies IvendPay Platform and/or other applications provided by IvendPay other than permitted under the Agreement and to the extent that it is required to exercise the Merchant’s rights (if any such rights shall be assigned) under the Agreement;
9.4.2. modify, adapt, reverse engineer, decompile or disassemble, create derivative works of, publish, distribute or commercially exploit IvendPay Platform and/or other applications provided by IvendPay;
9.4.3. remove any copyright or proprietary notices on IvendPay Platform and/or other applications (if any) provided by IvendPay; nor
9.4.4. use, distribute or disclose confidential, personal or sensitive information within the content of IvendPay Platform and/or other applications (if any) provided by IvendPay without appropriate authority;
9.4.5. make any unlawful or unauthorized use of IvendPay Platform and/or other (if any) provided by IvendPay (including attempt to gain unauthorized access, introducing any computer virus or malware or inhibiting their operation).
9.5. In the event of any of the above situations indicated in Arts. 9.4.1– 9.4.5, the Merchant shall be liable to reimburse any direct and indirect damage and losses of IvendPay related to such event. Notwithstanding the foregoing, any such event shall constitute a material breach of the Agreement and shall grant IvendPay the right to immediately terminate the Agreement irrespective of the terms and conditions of the termination indicated in the Agreement and to block any access to IvendPay Platform and other applications (if any) provided by IvendPay if IvendPay shall consider that necessary to safeguard IvendPay’s intellectual property and to avoid any further damages and losses of IvendPay.
10. Data protection
10.2. IvendPay commits to respect and preserve all Merchant’s rights as data subject at all times.
10.3. IvendPay commits to protect Merchant’s personal data and disclose it only when it is necessary to execute this Agreement or it is required by the Agreement or applicable law. Merchant expressly authorizes IvendPay to store, process, use and transmit to third parties the information required to execute this Agreement.
10.4. The Merchant confirms that it has entered correct data about itself in every required form and that afterwards, when changing or adding any data at the Website, the Merchant will enter only correct data. The Merchant is obliged to inform IvendPay in writing immediately in case any information IvendPay holds about the Merchant is inaccurate or not up to date or the Merchant believes that any of the information about the Merchant is collected, used and stored by us in a manner not compliant with applicable laws.
10.5. The Merchant shall bear any losses that occur regarding to the submission of invalid/incorrect data.
10.6. By executing the Agreement, both Parties confirm and warrant to another Party that the respective Party has any and all required consents to obtain, manage, store or use in another way of personal data in relation to performance of the Agreement.
10.7. Each Party hereby shall undertake to reimburse another Party for any direct and indirect damages and losses that the injured Party may suffer in relationship to improper, illegal or unlawful use of personal data of the default Party.
11. Monitoring, fraud, etc.
11.1. IvendPay shall be entitled to monitor the Merchant’s transactions.
11.2. The Merchant shall be contacted and the matter shall be investigated if such monitoring shall reveal significant deviations from normal activity at the Merchant’s or within the Merchant’s industry, or if IvendPay, for any other reason whatsoever, shall suspect that fraud has occurred, or if the reported level of fraud is higher than what IvendPay shall consider to be normal. In such cases, IvendPay shall be entitled, including, but not limited to, with immediate effect, to withhold settlement, and/or to suspend or terminate the Agreement.
12.1. IvendPay will use its best efforts to provide secure operation of IvendPay Platform.
12.2. IvendPay has implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure.
12.3. The Merchant shall use its best efforts to prevent unauthorized use of the Services, its account, or of any Documentation. In case the Merchant becomes aware that any security details have been compromised or if the Merchant becomes aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting he/she/it and/or IvendPay (together a ‘Security Breach’), the Merchant must notify IvendPay as soon as possible by email and continue to provide accurate and up to date information throughout the duration of the Security Breach.
12.4. In case of violation of Merchant’s account's security, IvendPay reserves the right to suspend access to the account with the previous notice to the Merchant. IvendPay is not responsible for losses incurred due to such a suspension of access to the account.
13.1. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT IVENDPAY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE IVENDPAY PLATFORM, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. FOR CUSTOMERS CONTRACTING WITH IVENDPAY WHILE THIS LIMITATION OF LIABILITY DISCLAIMS LOST PROFITS AND OTHER INDIRECT DAMAGES, IVENDPAY PLATFORM DOES NOT OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN NO EVENT IVENDPAY WILL LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF IVENDPAY PLATFORM.
IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE USE OF IVENDPAY PLATFORM OR THESE TERMS EXCEED THE FEES EARNED BY IVENDPAY IN CONNECTION WITH MERCHANT’S USE OF IVENDPAY PLATFORM DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13.2. Force Majeure
13.2.1. Notwithstanding the foregoing, IvendPay shall not be liable for losses incurred as a result of failure to comply with its obligations in connection with circumstances beyond IvendPay’s control. Even in areas where stricter liability rules prevail, IvendPay cannot be held responsible for losses incurred as a result of:
(a) breakdown of or lack of access to IT systems, or of damage to the data maintained in these systems as a result of any of the reasons listed below, irrespective of whether IvendPay or a third party is responsible for the operation of such systems;
(b) a power supply failure or failure in IvendPay’s systems, legislative or administrative interventions, natural disasters, war, revolution, civil unrest, sabotage, terrorism or vandalism (including virus attacks and computer hacking);
(c) strikes, lockouts, boycotts or blockades, regardless of whether the conflict is directed against or was started by IvendPay, regardless of the cause of such conflict. The foregoing also applies if the conflict only affects portions of IvendPay and other circumstances that are beyond IvendPay’s control.
14. Termination of the Agreement
14.1. Unless otherwise shall be agreed in the Agreement form, the Agreement will continue in force until either Party terminates it.
14.2. Both Parties shall be entitled to terminate the Agreement with 3 (three) months’ written notice.
14.3. IvendPay shall be entitled, with immediate effect, to terminate the Agreement if:
14.3.1. at the time the Agreement was entered into, the Merchant provided inaccurate or incomplete information about the Merchant;
14.3.2. The Merchant shall be in material breach of the Agreement;
14.3.3. Merchant’s breach of the Agreement continues, and such breach shall not be remedied by the Merchant within the time limit specified in writing by IvendPay;
14.3.4. Merchant’s activities shall include illegal activities, such as unauthorized gambling and illegal pornographic images, etc.;
14.3.5. The Merchant shall become subject to debt collection action or shall be entered in a debtors’ register;
14.3.6. in IvendPay’s opinion, the Merchant’s activities or actions shall be damaging or may damage the image/reputation of IvendPay;
14.3.7. Merchant shall go into liquidation, shall be subject to compulsory winding-up or otherwise ceases activities or commences cessation proceedings;
14.4. Merchant shall be liable to reimburse all and any IvendPay’s direct and indirect damages and losses that were suffered regarding termination of the Agreement on any of the grounds indicated in Art. 14.3.
14.5. If IvendPay Platform has not been used for six months, IvendPay may terminate the Agreement without notice.
14.6. Even if the Agreement shall be terminated, it shall remain valid in respect of outstanding claims at the time of the Agreement’s expiry.
15. Confidential information
15.1. Parties shall be obliged to treat all information relating to the contractual relationship between the Merchant and IvendPay as confidential. The duty of confidentiality shall apply unless otherwise agreed and in cases where a party shall be required to disclose such information by law, regulation or a decision taken by public authority, or where the information in question shall be already publicly available and this fact cannot be attributed to the other party’s breach of contract.
15.2. IvendPay shall be entitled to disclose information about the Merchant to the technical subcontractors and other companies, provided that such disclosure shall be required in order for IvendPay to fulfil its obligations under the Agreement.
15.3. Section 15 shall also apply once the Agreement shall come to an end or is terminated.
16. Governing law and dispute resolution
16.1. These Terms will be governed by and interpreted in accordance with the laws without reference to conflict of law or choice of law provisions.
16.2. All disputes arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the ordinary courts in UEA.
17.1. Entire Agreement. This Agreement shall contain the entire agreement between the Parties hereto with respect to the relationship contemplated herein, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by and completely expressed by it. The Parties shall execute any other instruments or documents or perform any other acts that shall be or may be necessary to effectuate and carry on the purposes set forth in this Agreement.
17.2. Amendments. IvendPay reserves the right to exercise its discretion at any time to amend these Terms and Conditions by publishing an updated text of the Terms and Conditions on the Website. If after the publishing of the updated text of the Terms and Conditions on the Website Merchant will continue using IvendPay Platform it shall be deemed that the Merchant agrees with the amended Terms and Conditions and undertakes to be bound by them. IvendPay should notice the Merchant about any amendments.
17.3. Assignment. Each Party shall not be entitled to assign or in any other way transfer the rights and obligations arising out of this Agreement or related to this Agreement to a third party, whether in whole or in part without another Party’s prior written consent.
17.4. Waiver. Any failure or delay by any Party in exercising any right or remedy in one or many instances shall not prohibit a Party from exercising it at a later time or from exercising any other right or remedy. No part of this Agreement may be waived, modified, amended, or supplemented in any manner whatsoever except by a written document signed by authorized officers of the Parties.
17.5. Invalidity. If any provision of this Agreement shall be found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain valid and in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal whilst maintaining or giving effect to its commercial intention.
17.6. Effect. All provisions of this Agreement, which by their nature shall be intended to continue, shall survive termination, including terms relating to exclusions and limitations of IvendPay’s liability, intellectual property restrictions and reimbursement of damages.
17.7. Accrue rights. Termination of this Agreement or the Services shall not affect accrued rights and obligations of IvendPay and the Merchant except unless such rights were accrued unlawfully or in breach of this Agreement.
17.8. Enforceability. No provisions of this Agreement shall be intended to be enforceable by any other person other than the Parties of this Agreement.
17.9. Governing law. This Agreement shall be governed by the Lithuanian law. Lithuanian courts shall have exclusive jurisdiction to hear any disputes arising out of or in connection to this Agreement.
17.10. Language. This Agreement has been made in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
17.11. Counterparts. This Agreement may be executed in counterparts, all of which taken together will constitute one single agreement between the Parties.
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