The following definitions apply in these Conditions:
Agreement: the agreement between SatoshiPay and the Content Provider for the supply of Services in accordance with these Conditions and the Specifications;
Browser Wallet: a blockchain browser wallet created in a Customer’s browser;
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5;
Content Provider: as defined in clause 2 below;
Content Provider Wallet: a blockchain browser wallet used by the Content Provider to receive payments of Digital Currency (less the Fees) from Customers;
Content: as defined in clause 2 below;
Customer as defined in clause 2 below;
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;
Digital Currency: as defined in clause 5 below;
Fee: as defined in clause 4 below;
FCA: the Financial Conduct Authority;
FSMA: the Financial Services and Markets Act, 2000;
GDPR: General Data Protection Regulation ((EU) 2016/679;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and 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 use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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;
PSR: the Payment Services Regulations 2017 (SI 2017/752);
RAO: the Financial Services and Markets Act, 2000 (Regulated Activities) Order 2001 (SI 2001/544);
SatoshiPay,we or us: SatoshiPay Limited, a company incorporated and registered in England and Wales with company number 09366948, whose registered office and principal place is at Hill Dickinson Llp, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, United Kingdom;
SatoshiPay Widget: a Customer-facing gateway to a distributed ledger in the form of a widget;
Services: the services supplied by SatoshiPay to Content Providers as set out in these Conditions;
Specification: the description or specification of the Services provided by SatoshiPay to the Content Provider.
SatoshiPay is an innovative micro-payment service offering a frictionless way to pay for content on the internet. Producers and publishers of digital content (together Content Providers) use SatoshiPay to sell individual and/or fragments of their content (Content) in return for small digital cash payments from their users (Customers). SatoshiPay uses blockchain technology to transfer payments directly from Customers to Content Providers. SatoshiPay builds on top of the blockchain or other distributed ledger technologies to lower overall transaction costs, and does not take custody of any Customer funds.
You can contact us by writing to the business address given above or by email to firstname.lastname@example.org.
3. Our Services
SatoshiPay will provide the following Services (subject to the Specification):
The SatoshiPay Widget: SatoshiPay will deliver and operate the necessary software libraries and communication functionality to enable micropayments to be made based on the distributed ledger protocol through web browsers; and
The Browser Wallet (the private key necessary to move the funds held in the Browser Wallet is created in the Customers’ sandboxed browser environment and will never be disclosed to us or any other third party, including the Content Provider.)
4. Costs of Services
SatoshiPay shall be entitled to deduct a fee from each digital payment received through the SatoshiPay Widget (the “Fee”). SatoshiPay reserves the right to increase the Fee on an annual basis with effect from each anniversary of this Agreement.
5. Regulatory Considerations
SatoshiPay and the Satoshipay Widget is not a general-purpose blockchain wallet for permanent or temporary storage of digital currencies, a digital currency exchange, a digital currency marketplace or any other service to purchase, sell or convert digital currencies. In providing the Services, SatoshiPay will not be carrying on a regulated activity under section 19 FSMA or the RAO and is not required to be authorised or regulated by the FCA to provide the Services. The Services do not constitute a payment service (as defined in the PSR) and SatoshiPay does not qualify as a payment service provider (as defined in the PSR). The digital currency (being the digital representation of value as transferrable units of account which can be used for payments on the distributed ledger network) to be used by Customers to pay for Content through the SatoshiPay Widget (Digital Currency) does not have the legal status of currency or money. The Digital Currency does not constitute a transferable security (as defined in the FSMA) and does not qualify as a specified investment (as defined in the RAO). The Services and payment by Users for Content through the SatoshiPay Widget do not constitute any of the payment services or non-cash foreign currency transactions set out in the FCA handbook. The exchange of Digital Currency for money or any other form of currency does not constitute an exchange of currencies and is not supervised by the FCA or HM Revenue and Customs.
6. Prohibited Use of our Services
You shall only use the Services for the purpose of facilitating the sale of Content. You shall not use the Services for any activity prohibited by any applicable law or regulation (whether in the jurisdiction governing this Agreement or any other jurisdiction) including any acts relating to money laundering, as specified under section 18 of the Terrorism Act 2000, or any of the acts specified under sections 327,328, and 329 of the Proceeds of Crime Act 2002, or any other act which would constitute a material violation of any other applicable law or regulation. You represent and warrant to us that your use of our Services will not (i) relate to the sale or purchase of illegal drugs, narcotics, research chemicals, medicines or any controlled substances; (ii) infringe or violate any copyright or trademark; (iii) relate to the sale or purchase of goods or services restricted from trade by the decision of any competent authority; (iv) relate to the sale or purchase of ammunition, firearms, explosives, knives or any other weapon; (v) relate to illegal high yield investment schemes, “Ponzi” schemes or any other similar scheme; (vi) relate to the sale or purchase of pornography or goods and services which relate to pornography; (vii) relate to the sale and purchase of alcohol. SatoshiPay may suspend the Services without prior written notice, should the Services be used in contravention of this clause 6 and/or should the Service be used for any other purpose which, in SatoshiPay’s absolute discretion, would amount to a prohibited use of the Services. Further details of prohibited use of the Services are set out in the Specifications.
7. Changes to our Services
SatoshiPay does not own or control the underlying software protocols which govern the operation of the Digital Currencies. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Services you acknowledge and agree that (i) SatoshiPay is not responsible for the operation of underlying protocols for the Digital Currencies and that SatoshiPay makes no guarantee of their functionality, security or availability; (2) the underlying protocol which govern the operation of the Digital Currencies are subject to sudden changes in operating rules and/or other events and/or transformations and that such changes may materially affect the value, function, and/or the name of the Digital Currency used by Customers through the SatoshiPay Widget. In such an event, you agree that SatoshiPay may suspend the Services (with or without advance warning to you) and that SatoshiPay may, in its sole discretion, (a) configure or reconfigure its systems or (b) decide not to support (or cease supporting) the changed protocol entirely and/or the Digital Currency resulting from such event.
8. Access and Availability
You agree that SatoshiPay may suspend the Services or refuse transactions through the SatoshiPay Widget (with or without advance warning to you). Following a suspension all Digital Currency remaining in a Customer’s Browser Wallet will be unlocked and will be available as soon as possible after such suspension.
9. Minimum terms and conditions with your Customers
You undertake to include the following information in your terms and conditions with your Customers before making the Services available through your website or app:
a description of SatoshiPay and the Services;
that a fee will be deducted from each digital payment received through the SatoshiPay Widget;
In no event will we, or our suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any direct, indirect, special, incidental, consequential, exemplary or punitive damages; (ii) 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 our Services; (iii) the cost of procurement for substitute products or services; (iv) for interruption of use or loss or corruption of data; (v) for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of our Services, or any information contained therein; (vi) for any amounts that exceed the Fees received by SatoshiPay for Content sold by you under this Agreement during the 180 day period prior to the cause of action. SatoshiPay shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You will be provided with a private key which will allow you to access your Content Provider Wallet. You must keep your private key safe and treat such information as confidential and not disclose it to any third party. Without your private key you will be unable to access the Content Provider Wallet. SatoshiPay shall have no liability for your loss or corruption of your private key or for any damage, loss or injury resulting from the loss of your private key or inability to use, or unavailability of your Content Provider Wallet.
11. Our Representations and Warranties
SatoshiPay specifically disclaims any implied warranties of merchantability, fitness for a particular purpose or non-infringement in respect of the Services. SatoshiPay does not warrant or guarantee that (i) the Services are accurate, reliable or correct; (ii) the Services will meet your requirements; (iii) the Services will be available at any particular time or location, uninterrupted, error-free, without defect or secure; (iv) any defect or error will be corrected; or (v) that any defects or that the Services are free of viruses or other harmful components. SatoshiPay does not warrant, endorse, guarantee or assume responsibility for any product or services advertised or offered by a third party. SatoshiPay does not have control of or liability for, goods or services that are paid for using the Services.
12. Our Intellectual Property
All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Content Provider) shall be owned by SatoshiPay. SatoshiPay grants to the Content Provider, or shall procure the direct grant to the Content Provider of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement for the purpose of receiving and using the Services in its business. The Content Provider shall not sub-license, assign or otherwise transfer the rights granted in this clause 12.
13. Data protection and data processing
13.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
13.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Content Provider is the data controller and SatoshiPay is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
13.3. Without prejudice to the generality of clause 13.1, the Content Provider will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to SatoshiPay for the duration and purposes of the Agreement.
14.1. Governing Law and Jurisdiction
This Agreement is governed by, and shall be construed in accordance with, English law. The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.
Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
The Content Provider shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement. SatoshiPay may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
Unless any applicable law, regulatory requirement or mandatory standards or codes of practice of any competent authority require an alternative method of communication, you agree that SatoshiPay may electronically provide or make available to you (as relevant) any communication as contemplated by this Agreement by (i) posting it or making it otherwise available on the SatoshiPay website at https://satoshipay.io; or (ii) pushing notifications through the Services. If you wish to withdraw your consent to receiving electronic communications, you should contact SatoshiPay at email@example.com. Any withdrawal of your consent will be effective four weeks after SatoshiPay receives your email.
We may change or add to these Conditions at any time. To avoid unnecessary costs, we may make a change or addition without telling you in advance: (i) if you will benefit from the change; (ii) if a regulator makes us make a change or addition at short notice, in which case we will notify you after the change or addition has been made. For all other changes or additions we will give you at least  days’ written notice of the change or addition.
If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provision shall, to the extent required, be deemed not to form part of this Agreement, and the other provisions shall remain valid, legal and enforceable.
You agree to indemnify and hold harmless SatoshiPay and its respective directors, officers, employees and agents against any and all claims, costs, losses, damages, judgment, tax assessments, penalties, interest and expenses arising out of any claim, action, audit, investigation or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set out in this Agreement; (b) your wrongful or improper use of the Services and/or (c) your violation of any applicable law.
14.8. Entire Agreement