BLOCKPASS MERCHANT TERMS AND CONDITIONS

v 5.2 Last updated 20 February 2020

These Terms and Conditions (hereinafter referred to as “T&Cs” or “Terms”) apply to Blockpass KYC Connect services, and all associated services, provided by Blockpass to Merchants (collectively, the “Services”). By using the Services, you agree to these T&Cs. Please read these Terms, our Privacy Policy, and any other document referred to here.

Blockpass reserves the right to change, modify, add or remove portions of these T&Cs at any time, at its absolute discretion. Your continued use of the Services following the publication of any changes will be deemed as an acceptance of these Terms and Conditions including all changes.

1. Company information

The Services are provided by Blockpass IDN Limited, company number 2566786 and registered address at Suite 1701-02, 17/F, Financial Centre, 308 Des Voeux Road, Central, Hong Kong.

2. Definitions and Interpretation

The following definitions and interpretations apply to these terms.

Definitions:

Blockpass: Blockpass IDN Limited;
Blockpass Marketplace: place on the Blockpass website where users can access third party e-commerce services;
Business day: any day other than Saturday, Sunday or public holiday when banks in Hong Kong are open for business;
Certificate: result of verified information sent to the User. Certificates are generated by Blockpass and can be: (1) based on information sent to us by the User and verified by a third party (Verifier); or (2) information sent to us by the User and verified by us, such as proof of address;
Commencement date: date of acceptance of these T&Cs;
Confidential Information: the terms of this Agreement and any information provided by one party (the “Discloser”) to the other party (the “Recipient”) through the course of this Agreement that relates to the trade secrets of the parties, however recorded or preserved, (i) identified as “confidential”, or (ii) to be understood as confidential in nature by a reasonable business person in relation to clients, suppliers, business affairs, suppliers, intentions and market opportunities, operations, product information, procedures, technology, proprietary information, IP and know-how, trade secrets and software The term “Confidential Information” does not include information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the Recipient, (ii) becomes publicly known and made generally available after disclosure to the Recipient through no action or inaction of the Recipient, (iii) is in the possession of the Recipient, without confidentiality restrictions, at the time of disclosure by the Discloser, or (iv) is independently developed by the Recipient without reference to any Confidential Information;
Control: with respect to a corporation, the right to exercise, directly or indirectly, more than 50 per cent of the voting rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person. The expression ‘change of control’ shall be construed accordingly;
Group: in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company;
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, 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;
Merchant: a company or group subscribing to the Services of Blockpass in accordance with these T&Cs;
Merchant Dashboard: Platform where the Merchant can configure their user onboarding service;
Partners: third party companies and suppliers providing services and products to Blockpass’ merchants;
Promotion or Promotion Terms: period of time of and specific promotional Services offered by Blockpass to the Merchant;
Representatives: employees, directors, agents, officers, advisers, Partners and other representatives of the Company or Company’s Group;
Services: services or products provided by Blockpass to the Merchant;
Submission: when Users submit their information to the Merchant via QR code, web on-boarding or similar method;
Term: These T&Cs shall come into force on the Commencement Date and shall continue in force indefinitely until terminated by either party, subject to termination in accordance with the relevant sections of these T&Cs;
Users: users of Blockpass App, an identity verification application available for iOS and Android;
Verifiers: third party suppliers of verification services.

Interpretation:

Headings shall not affect the interpretation of this document.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal representatives, successors and permitted assignees.
Any obligation on a person not to do something includes an obligation not to agree or allow that thing to be done.
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.
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 and includes all relevant regulations.
A reference to writing or written includes fax and email.
Unless the context otherwise requires a reference to one gender shall include all genders.

3. Services

3.1 Blockpass is a user-centric identity and know-your-customer (“KYC”) solution that provides a platform for Users to be verified and share their verified data with Merchants. Merchants are able to request data from Users as part of their onboarding process including personal documentation and personal information. Those users are also able to verify their information and documentation within the Blockpass application. The verifications include:
1. 3.1.1 identity document verification;
2. 3.1.2 selfie verification;
3. 3.1.3 ongoing monitoring - sanctions screening/PEP screening;
4. 3.1.4 KYC Connect data review in Dashboard including any false positive review;
5. 3.1.5 Proof of address verification;
6. 3.1.6 Blockchain addresses verification;
7. 3.1.7 Jurisdiction check; and
8. 3.1.8 Age check.
3.2 When a verification has been successfully completed the User will receive a Certificate which consists of the results of checks performed by Blockpass or by a Verifier.
3.3 After verification is completed by Blockpass, Users are ready to submit their profile to the Merchant. The profile becomes chargeable upon submission of the information to the Merchant.
3.4 The Merchant will accept or reject a User in accordance with its internal policies. A profile is chargeable when submitted to the Merchant for verification regardless of its acceptance or rejection by the Merchant. Pricing may be changed from time to time at Blockpass’ discretion with reasonable notice to the Merchant.
3.5 Blockpass will provide to the Merchant access to the Blockpass Dashboard where the Merchant can configure their user onboarding service. Blockpass will also enable the Merchant to integrate into their product application programming interface (“API”) so that the Merchant’s Users can sign up, access and use the Merchant’s services.
3.6 Blockpass reserves the right to refuse the provision of the Services - or to suspend ongoing Services - to a Merchant at its absolute discretion in accordance with the relevant provisions in this document.

4. Promotions available to Merchants

4.1 Blockpass may offer a promotional period (“Promotion Period”) or promotional terms ("Promotional Terms") to the Merchant at its absolute discretion. Any details of Promotions will be confirmed separately.
4.2 Upon expiration or cancellation of the Promotion the terms of this Agreement shall solely govern the relationship between the parties.
4.3 Promotions are based on the fair use of the Services and Blockpass reserves the right to cancel any available Promotion upon written notice to the Merchant and with immediate effect if upon Blockpass’ reasonable opinion:
1. (a) the Merchant misuses the Services during the Promotion or its performance causes undue financial burden to Blockpass;
2. (b) the Merchant uses the promotional services outside the agreed scope;
3. (c) the Merchant’s behaviour may bring a reputational risk to Blockpass;
4. (d) the Merchant generates or encourages the regeneration of fraudulent profiles or any other form of spam; or
5. (e) the Merchant does not cooperate with Blockpass or make use of the Services available via the Promotion within reasonable time.
4.4 Blockpass reserves the right to cancel the Promotion at any time based on the above without compromising any section of these T&Cs.
4.5 Blockpass may terminate the Promotion unilaterally and without cause with a week written notice to the Merchant.

5. AdPASS services

Blockpass offers the ability for Merchants to advertise their services to the existing Blockpass user network via an AdPASS Offer (“Offer”). There are no outright costs for the Merchant on AdPASS however a commission may be agreed by the Parties. If the Offer involves access to a regulated product or service Blockpass reserves the right to not receive any commission for bringing new customers to the Merchant. At times Blockpass may also offer a rebate to its Users. In this context a rebate refers to paying back to the User a portion of the fees or charges that they might have paid to a Merchant. Blockpass pays this rebate with part of the commission received from the Merchant. The AdPASS service consists of Blockpass collecting materials and information from the Merchant and creating a specific page on its Marketplace where the Offer can be displayed to Blockpass Users. The terms of the Offer are explained on that page. Based on the above the following conditions apply to Merchants using the AdPASS Service:

5.1 The terms of the Offer and commission involved shall be agreed by the Parties separately and Users must meet all requirements to be eligible. The Offer will be added to the Blockpass Marketplace with a unique link provided by the Merchant where Users can be identified for commission purposes.
5.2 The Merchant shall:
1. 5.2.1 Provide accurate information on the terms of the Offer and services to be provided to Users;
2. 5.2.2 Undertake to deliver the Offer to the Users in a timely manner;
3. 5.2.3 Undertake to comply with any rebate offered by Blockpass to the Users as a result of the agreed Offer;
4. 5.2.4 Notify Blockpass on a monthly basis, unless otherwise agreed, on the number of Users accessing the Offer, amount of revenue generated and where applicable commission due to be paid to Blockpass;
5. 5.2.5 Pay any commission due to Blockpass in a timely manner and upon receipt of invoice from Blockpass
5.3 The Merchant takes full responsibility for the terms of the Offer, their execution and delivery of any applicable advantage/discount to Users.
5.4 The Merchant takes full responsibility for the payment of the agreed commission to Blockpass and undertakes to indemnify Blockpass for any financial losses arising from the Merchant’s non compliance with these Terms.
5.5 The Merchant warrants and represents that they are the licence holder and own their intellectual property. The Merchant grants Blockpass a personal, non-exclusive licence to use the Merchant’s intellectual property to the extent necessary in connection with the Offer.
5.6 The Merchant will indemnify, defend and hold harmless, Blockpass, its officers, employees, agents and subcontractors against all liabilities, damages, losses, costs or expenses (including legal fees) brought against Blockpass for infringement of third party’s trademark, copyright, patent or other intellectual property right, or misappropriation a third party’s trade secret.
5.7 Blockpass reserves the right to request an audit with regards to the number Users accessing the Offer/revenue generated or any other relevant information.
5.8 Subject to the Dispute Resolution clauses in these T&Cs, any dispute arising out of AdPASS service, which may include the commission payable, shall be addressed by representatives of the Parties confidentially and amicably.

6. Services provided by our Partners and Verifiers

Some of the Services/Products may be provided by Partners and Verifiers.

Partners

6.1 Where services are provided by a Partner, the Merchant may be required to sign a separate agreement with the Partner and accept their terms and conditions of business before proceeding.
6.2 The separate agreement between the Merchant and the Partner shall define the terms and conditions of business for the provision of the relevant services and Blockpass accepts no liability for the performance or quality of the services provided by the Partners and therefore shall not be held liable for any failure, liability, cost, expense or loss.
6.3 Where an element of the Service is provided, supported and/or facilitated by a Partner other than Blockpass, Blockpass shall not be responsible for such element of the Service not provided, supported and/or facilitated by Blockpass. If any disputes arise between the Merchant and such Partner, Blockpass would endeavour to facilitate for such dispute to be resolved pursuant to Clause 29.3 and Clause 29.4 of this document.

Verifiers

6.4 Blockpass uses third party verifiers for the provision of services and it will endeavour to obtain and maintain the latest versions of the Verifiers’ applications and services.
6.5 Blockpass reserves the right to unilaterally substitute the Verifiers at any time, at its absolute discretion, with notice to Merchants when applicable.
6.6 Should Blockpass change its Verifiers, or should Verifiers not be able to perform its duties per these Terms, Blockpass shall endeavour to procure alternative and comparable vendors to fulfil the obligations set forth, when possible.
6.7 Blockpass shall make reasonable efforts to minimize any consequent disruption to the Merchant and will provide prompt notice of any discontinuation or interruption in the provision of the services. Blockpass shall make reasonable efforts to collaborate with the Merchant in the event Blockpass cannot remediate any disruption by the Verifiers.

7. Data collection

7.1 Blockpass collects information (including personal data) on the Users in accordance with our Privacy Policy available on the Blockpass website.
7.2 For the purpose of these T&Cs, each party is an independent data controller in its own right of any personal data in its possession or under its control.
7.3 If a party considers that the purpose for the collection of personal data and/or the relationship between them no longer corresponds to the intention of the parties stated in this document, then it shall promptly notify the other party and the parties shall discuss and agree in good faith such steps that may be required to confirm the parties’ intentions.
7.4 Blockpass is a Hong Kong incorporated company and shall comply with the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486 of the laws of Hong Kong) (as amended, repealed, replaced or supplemented from time to time) (“PDPO”) with regard to its processing of personal data.
7.5 The Merchant shall comply with all laws relating to data protection, data privacy and/or information security which are applicable to its processing of personal data (in each case as amended, repealed, replaced or supplemented from time to time), including but not limited to the PDPO - for Hong Kong based Merchants - and all other applicable rules and regulations with respect to personal data protection (“Personal Data Protection Laws”), and shall provide its users with an appropriate privacy policy, the form and content of which observes the requirements of those laws and which (in particular) provides for Blockpass’ processing of personal data as anticipated by these T&Cs.
7.6 To the extent it (or any of its subcontractors) processes any personal data as anticipated here, in relation to such processing each party shall (and shall procure that all its subcontractors shall):
1. 7.6.1 Have in place, and continue to have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to such personal data;
2. 7.6.2 Take all practicable steps to ensure the accuracy and protection of collected personal data;
3. 7.6.3 Train employees and agents responsible for handling collected personal data;
4. 7.6.4 Contractually require third party data processors to comply with all Personal Data Protection Laws, and adopt security measures to protect collected personal data;
5. 7.6.5 Notify the other party promptly when it becomes aware of or reasonably suspects the occurrence of any potential or actual personal data breach affecting personal data supplied by the other party;
6. 7.6.6 Where any data subject exercises any right(s) (including access, correction and erasure), promptly notify the other party to the extent that any action is required, or information is required from the other party for the fulfilment of such right(s); and
7. 7.6.7 Provide reasonable co-operation and information reasonably requested by the other party for the following purposes:
  1. (a.) Fulfilment of that other party’s obligation to respond to requests for exercising any data subject's right(s); and
  2. (b.) Investigation of any personal data breach and the fulfilment of any related notification obligations.

8. Obligations of Blockpass

Blockpass undertakes to supply the Services in accordance with these T&Cs and it shall:

8.1 Provide the Services with reasonable care and skill and according to industry’s best practices and standards in the profession and trade;
8.2 Provide information and assistance on the use of the platform to the Merchant when requested;
8.3 Use reasonable commercial endeavours to transmit user data from the platform to the Merchant for sign up;
8.4 Ensure all employees and representatives involved in providing the Services have adequate skills and experience;
8.5 Keep the Merchant reasonably informed of any delays or difficulties in the provision of the Services and provide information regarding the Services, when reasonably requested; and
8.6 Liaise with the Merchant with regards to public announcements and marketing communications.

9. Obligations of Merchant

9.1 Merchant shall:
1. 9.1.1 Integrate Blockpass to its platform for identity verification services on the on-boarding of customers in a timely manner and following Blockpass’ instructions;
2. 9.1.2 Submit payment information, when applicable, and pay all fees in connection with the Services in a timely manner;
3. 9.1.3 Provide all material information necessary in an accurately and timely manner and co-operate with Blockpass in all matters relating to the provision of the Services;
4. 9.1.4 Use commercial reasonable endeavours to ensure that any data furnished, transmitted and/or uploaded to the Blockpass platform is true, correct and complete. In the event the Merchant is aware of any change and/or update in the data, the Merchant shall promptly notify Blockpass of such change and/or update in the data and in any event within ten (10) days from such change and/or update;
5. 9.1.5 Perform its due diligence procedures in accordance with these T&Cs and when applicable;
6. 9.1.6 Maintain a level of cyber security at all times in accordance with industry’s best practices and make sure security measures to their platform are in place to avoid compromising Blockpass’ platform. If the Merchant fails to comply with its obligations and performance of Services is delayed, Blockpass will not be liable for any costs, charges and losses sustained by the Merchant and may be entitled to recover additional costs, charges or losses it may incur arising directly or indirectly from such failure, prevention or delay;
7. 9.1.7 Fully comply with the ongoing obligations included here, in any promotion or offer agreed with Blockpass and any applicable policies issued by Blockpass and communicated to the Merchant, such policies to be amended from time to time at Blockpass’ absolute discretion;
8. 9.1.8 Inform Blockpass immediately in writing of any non-compliance; and
9. 9.1.9 Comply with all applicable laws and regulations in force in the relevant jurisdiction or any other regulation which governs the nature of their services and the Services provided as set out in these T&Cs, including but not limited to, Personal Data Protection laws.
9.2 Merchant shall not:
1. 9.2.1 Use reverse engineering or other techniques to access logic, internal data structures or internal services utilised by the software of Blockpass or otherwise translate, reverse-engineer, decompile, disassemble or copy any source code or underlying ideas or algorithms of the API by any means;
2. 9.2.2 Provide, licence or transfer or grant any rights in the API, in full or in part, to or for the benefit of any third party otherwise than any authorised users of the Merchant as may be approved by Blockpass who have accepted the terms and conditions of Blockpass;
3. 9.2.3 Modify, adapt, incorporate into or with other websites, or create a derivative work of any part of the API; and
4. 9.2.4 Interfere with or disrupt the API or the servers or networks providing the API, or tamper with the information, or transmit, inject or introduce or permit to transmit, inject or introduce to the API any virus, worm, Trojan horse or any other code or software that is harmful, of a malicious nature, or may or is intended to damage the operation of, monitor the use of, the API, the Blockpass platform, or any hardware, software, or equipment of Blockpass.

10. Representations and warranties

The Merchant represents, warrants and covenants to Blockpass that:

10.1 It is a company duly incorporated and validly existing;
10.2 The person signing up for the Services has authority to bind the Merchant to these T&Cs;
10.3 It has full power and authority to conduct its business and it is duly authorised to exercise the rights and fulfil the obligations hereunder and use the Services;
10.4 The services provided by the Merchant are in accordance with the laws and regulations of each jurisdiction they have presence;
10.5 It will comply with all applicable laws and regulations, conform to public policy and carry out ethical business practices;
10.6 The provision of data to Blockpass and/or its Group, consultants, Partners and subcontractors (if any) under this Agreement, to the extent personal data is concerned, is in compliance with all applicable laws and regulations and any data protection principles therein. The Merchant must arrange all consents and approvals that are necessary for Blockpass and/or its Group, consultants, Partners and subcontractors (if any) to access the data;
10.7 It will cooperate with Blockpass in all matters relating to integration and implementation of the Services, including offering clear, accurate and timely information when requested by Blockpass;
10.8 It will comply with all other agreements entered into by the Merchant with Blockpass or any Partner, including any Promotion Terms or AdPASS offers;
10.9 It complies with anti-money laundering and any financial regulation policies in place in the relevant jurisdictions;
10.10 It does not and will not conduct any illegal activity;
10.11 It has applied all safety and security measures necessary for the safe integration of the Blockpass platform to their services;
10.12 Any offer added to Blockpass Marketplace by the Merchant will be accurate and fair and the Merchant undertakes to fulfil their responsibility with regards to the offer;
10.13 All information supplied by the Merchant
(a) is true, accurate, complete, valid and not misleading,
(b) if amended, the Merchant will notify Blockpass immediately,
(c) in relation to its identity, such as email address, a contact telephone number, contract address, postal code, are valid, accurate and up-to-date, and Blockpass will be able to reach the Merchant via such information,
(d) does not infringe upon any third party’s rights and interests;
10.14 Any data collected from Users by the Merchant will be fully authorised by the User; and
10.15 It shall conduct business in good faith, and not carry out or permit to be carried out on Blockpass’ platform any fraudulent or malicious acts, engaging unfair competition or disturb the normal operations or business process of Blockpass.

11. Disclaimers

11.1 To the maximum extent permitted by applicable law, the Services are provided “as is” and on an “as available” basis, with no representations, warranties, promises or guarantee whatsoever or agreement of any kind, express or implied, as to their functionality, quality or fitness for purpose.
11.2 To the maximum extent permitted by applicable law, we hereby disclaim all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, non-infringement of third party rights, and freedom from computer virus or other harmful code. We do not warrant that any information provided by Blockpass is accurate, complete, or useful. Blockpass does not warrant that access to the platform will be uninterrupted or that there will be no delays or failures, or that our Services will be operational, error-free, secure or safe at all times. The Merchant acknowledges that
1. (a) Blockpass shall not be liable for any software defects or malfunctioning,
2. (b) Blockpass does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities,
3. (c) Blockpass is not responsible for any delays, delivery failures, or other damage resulting from such problems,
4. (d) Blockpass is not responsible for any issues related to the performance, operation or security of the Services that arise from the end user’s content, applications or third party content, and
5. (e) Blockpass does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of third party content or services, and disclaims all liability arising from or related to third party content or services.

11.3 Blockpass does not guarantee that:

(a.) the Services will be performed error-free or uninterrupted, or that Blockpass will be able to correct all Service errors,
(b.) the Services will operate in combination with the user’s content or user’s applications, or with any other hardware, software, systems, services or data not provided by Blockpass, and
(c.) the Services will meet the requirements, specifications or expectations of the Merchant and/or the end-users. In no event shall Blockpass be liable as a result of any events or failure or delay in providing the Services caused by third parties (including, without limitation, internet connection failure, computer system failures, communication failures, power failures, computer viruses, hacking, strikes, labour disputes, riots, insurrection, fires, floods, storms, explosions and war).

11.4 To the maximum extent permitted by applicable law, in no event will Blockpass be responsible or liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, breach of trust, breach of fiduciary duty or otherwise, for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, investment opportunities, data use, goodwill or other intangible losses) regardless of whether Blockpass has been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out of or in connection with:

(a) the use of the platform or any Services associated with it;
(b) any provision of or failure to provide the Services associated with these T&Cs;
(c) any reliance on, or decision made on the basis of, information or material provided by Blockpass;
(d) any acts, omissions, statements or representations of any third party, including but not limited to any other third party provider of Blockpass verification services, or any other Blockpass party;
(e) any matter affecting the utility, legitimacy, legality or characterisation of the platform or any associated services caused by circumstances beyond Blockpass’ reasonable control;
(f) unauthorised access, use or alteration of the platform;
(g) the failure of the software code of any of the smart contracts to operate in a manner that is consistent with these T&Cs.

12. Third party links

Where Blockpass provides links from its website/platform to other sites and resources provided by third parties, Blockpass has no control over the content of such providers and accepts no responsibility or liability for them or for any loss or damage that may arise.

13. Fees and exchange rates

13.1 Pricing information will be provided on the Merchant Dashboard. Invoices will be issued monthly in arrears.
13.2 Blockpass reserves the right to modify the Services which may include changes in pricing. Blockpass will do so with reasonable notice to the Merchant and the continued use of the Services will be deemed as acceptance of such changes.
13.2 Payment in PASS tokens is available for PASS VERIFY Services only. For KYC Connect you are free to pay in US Dollars. For discounts on volume or payments in cryptocurrencies please contact our sales team at sales@blockpass.org
13.3 Blockpass reserves the right to make changes to the discounts at its absolute discretion with reasonable notice to the Merchant.
13.4 Blockpass reserves the right to change the price of the products at its absolute discretion. The Merchant will be notified in advance of such changes.
13.5 If Fees are not paid within the time stated Blockpass reserves the right to:
1. 13.5.1 Charge interest on the overdue sum which shall accrue each day at a rate equivalent to 4% a year;
2. 13.5.2 Services may be suspended until payment has been made in full;
3. 13.5.3 Any other remedies in the relevant jurisdiction.
13.6 For cryptocurrency exchange rate (if applicable) at the time of payment, parties shall refer to the applicable exchange rate published by Coinmarket Cap on its website at https://coinmarketcap.com/ by default unless otherwise agreed. For fiat currencies parties should use mid-market rate provided by xe.com on its website https://www.xe.com at the time of payment.
13.7 The market rate for PASS tokens will be the most liquid rate at the time payment is made.

14. Obligations of confidentiality

14.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, distributors, pricing, exchange rates, redemption rates, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by this clause. Except with the prior written consent of the other party, the parties shall:
1. 14.1.1 not disclose, broadcast, edit, display or make available Confidential Information to any third parties;
2. 14.1.2 not copy, reduce to writing or otherwise record any Confidential Information;
3. 14.1.3 not use, reproduce, transform or store Confidential Information in an externally accessible computer or electronic retrieval system outside its usual place of business;
4. 14.1.4 keep separate the Confidential Information from all documents and other records;
5. 14.1.5 apply suitable security measures to protect Confidential Information.
14.2 Parties may disclose Confidential Information to their representatives for the provision of the Services. Parties shall ensure representatives are informed of the nature of information before disclosure and that they comply with these Terms.
14.3 Parties may disclose Confidential Information only to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the disclosing party as much notice of such disclosure as possible.
14.4 The Recipient shall not use the Discloser’s Confidential Information for any purpose other than to exercise its rights or perform its obligations under these T&Cs. Upon termination of this Agreement this clause will remain in effect for three years.

15. Public announcements

15.1 Blockpass reserves the right to disclose the existence of this commercial relationship for marketing purposes which may include the use of logos and other marketing materials. Any further public statements must be made on mutually agreeable terms only.
15.2 The parties are prevented from disclosing any of these Terms, whether expressly covered by a confidentiality clause or otherwise.
15.3 The parties agree to maintain a respectful working relationship and not to make any disparaging comments against each other.

16. Intellectual Property

16.1 During the provision of the Services and after its termination, all existing and future Intellectual Property Rights contained in the Blockpass platform and Services shall belong to Blockpass. This includes, but it is not limited to:
1. (a.) The knowhow and processes of the identity verification software;
2. (b.) Any developments and updates to the Blockpass App, Blockpass ecosystem and platform, including any new features, products and services added to the platform;
3. (c.) Identity certificates generated via additional checks;
4. (d.) PASS Tokens and their functionalities.
16.2 Blockpass hereby grants the Merchant a non-exclusive licence to use the name, logo and platform of Blockpass for the sole purpose of these T&Cs. Such licence is not transferable without express written consent of Blockpass.
16.3 The Merchant warrants that it shall not infringe any third party rights and it shall not register, or attempt to register, any of the Intellectual Property Rights as their own.
16.4 For purposes of publicity the Merchant authorises Blockpass to use the Merchant’s logos, website address, trade names, and trade/service marks for marketing purposes in accordance with these T&Cs.
16.5 The Merchant agrees to indemnify Blockpass and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by Blockpass, or for which it may become liable, with respect to any claim for infringement of Intellectual Property Rights or other claims relating to the Services.
16.6 The Merchant shall not, without prior written approval of Blockpass, use any intellectual property or information of Blockpass or any third party (including but not limited to the trademark, logo, domain name or any proprietary intellectual property published on Blockpass’ platform).
16.7 For services provided by our Partners all Intellectual Property matters shall be governed by a separate agreement between the Merchant and the Partner.

17. Ownership of data

Blockpass owns all right, title, and interest (including but not limited to the copyright, ownership rights and usage right) in all data, records, information and materials of any kind that is created, developed, prepared or, derived from its platform. Such data, records, information and materials include but are not limited to the web-pages, entire content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs, advertisements and promotional materials.

18. Indemnification

The Merchant shall indemnify and hold harmless Blockpass, its Group and their respective directors, officers, employees, agents, affiliates and any person related to the company against any and all losses, liabilities, costs, expenses, claims, damages or actions (including all legal fees, disbursements, costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) (collectively, the “Losses”), which they may incur or which may be made against them arising out of, in relation to or in connection with the Merchant’s breach of any of the obligations, representations and warranties or undertakings contained in these T&Cs, including but not limited to data protection regulations and any reckless, negligent, wilful or fraudulent acts or failure to act.

19. Limitation of liability

19.1 The restrictions on liability in this clause apply to every liability arising under or in connection with these T&Cs, including but not limited to liability in contract, tort (including negligence), misrepresentation, and restitution or otherwise.
19.2 All warranties, conditions and representations of any kind implied by statute or law are excluded from this Agreement, except otherwise expressly provided.
19.3 In no event shall Blockpass, the Group or its partners be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, profits, data, trading losses whether in an action in contract, tort (including but not limited to negligence) or otherwise, even if they have been advised of the possibility of such damages, arising out of it in any way connected with the use of or inability to use the Services.
19.4 The above includes, without limitation, any damages caused by or resulting from information that contains mistakes, omissions, errors, defects, interruptions or delays in transmission or any failure of performance, resulting from any act.
19.5 Subject to paragraphs (a) and (b) below, if Blockpass is, for any reason, held liable for any of the above, Blockpass’ total liability to the Merchant shall not exceed the total amount of fees payable under these T&Cs. Nothing limits any liability which cannot legally be limited, including liability for:
1. (a) death or personal injury caused by negligence;
2. (b) fraud or fraudulent misrepresentation.
19.6 The following types of loss are wholly excluded by Blockpass:
(a) Indirect or consequential loss; 2. (b) Loss of profits or prospects; 3. (c) Loss of sales or business; 4. (d) Loss of contracts or Agreements; 5. (e) Loss of anticipated savings; 6. (f) Loss of use or corruption of software, data or information; 7. (g) Loss of or damage to goodwill.
19.7 Unless the Merchant notifies Blockpass that it intends to make a claim in respect of an event within the notice period, Blockpass shall have no liability for that event. The notice period for an event shall start on the day on which the Merchant became, or ought reasonably to have become aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

20. Suspension of the Services

20.1 Blockpass may, without prejudice to any other right or remedy, and without giving notice (where lawful to do so), suspend, limit or cancel the Services to the Merchant without penalty and with immediate effect:
1. 20.1.1 where the Merchant becomes bankrupt; or
2. 20.1.2 where, and for the period during which, a service or equipment which the Merchant is contractually required to source in order to make use of the Services, is suspended or terminated and the Merchant does not or cannot procure substantially equivalent provision, support or facilitation from another provider in order that Blockpass is able to continue to provide the Services in an uninterrupted, safe and or lawful manner; or
3. 20.1.3 where sums payable by the Merchant exceed the permitted limit; or
4. 20.1.4 where Blockpass has reasonable grounds to suspect that the services are being used fraudulently or otherwise illegally; or
5. 20.1.5 where any agreed mechanism for payment for any due charges fails and/or is cancelled by the Merchant without Blockpass's prior agreement; or
6. 20.1.6 where the Merchant uses Equipment in a manner which is unsafe; or
7. 20.1.7 where the Merchant makes improper use of the services under relevant regulation; or
8. 20.1.8 where the actions of the Merchant
9. (a.) threaten the integrity of Blockpass's ecosystem or the network of a third party through or by which Blockpass provides the Services to the Merchant;
10. (b.) jeopardise any service by Blockpass to any of its customers;
11. (c.) threaten the integrity of Blockpass’ reputation within the industry.
20.2 Blockpass may (without prejudice to any other right or remedy in this Agreement) suspend, limit or cancel the relevant Services to the Merchant with immediate effect where any of the below faults occur and the Merchant fails to remedy the fault or breach as soon as possible and in any event within seven (7) days after the date that Blockpass notifies the Merchant in relation to such fault or breach:
1. 20.2.1 where the Merchant fails to satisfy Blockpass that it remains credit worthy following a credit check undertaken by Blockpass; or
2. 20.2.2 where the Merchant is in material breach of any term of these T&Cs.
20.3 Blockpass may, without prejudice to any other right or remedy, and without giving notice (where lawful to do so), suspend, limit or cancel the services to the Merchant without penalty and with immediate effect where Blockpass is ordered to do so by a competent Authority in the relevant jurisdiction.
1. 20.3.1 Blockpass agrees not to act unreasonably as regards any suspension or limitation of the services to the Merchant.
2. 20.3.2 In circumstances where a suspension is imposed Blockpass will contact the Merchant prior to, or contemporaneously with, suspension to provide a technical explanation of the need to limit or suspend the services; and an opportunity for the Merchant to take corrective action that in Blockpass's opinion is satisfactory.
20.4 In the event that the services cannot be provided due to an unforeseen event, Blockpass shall, as soon as it becomes aware of the fact that such service cannot or is not provided notify the Merchant. Any such notification shall contain an estimate of the anticipated period in which the services will not be provided and contain sufficient information in order to allow the Merchant to determine what, if any, measures may need to be taken.
20.5 Notwithstanding any suspension, limitation or cancellation of the services under the clauses above, the Merchant shall remain liable for all charges due under in accordance with the Merchant Information Form.

21. Termination

21.1 Either party may terminate the provision of the Services upon prior written notice of thirty (30) days to the other party.
21.2 Blockpass reserves the right to unilaterally terminate the provision of the Services without notice or explanation and with immediate effect when:
1. 21.2.1 The Merchant commits a breach of the terms of these T&Cs and such breach is not immediately remedied;
2. 21.2.2 The Merchant provided any false, fraudulent or forged documents or materials to Blockpass;
3. 21.2.3 The Merchant disclosed or used personal data in a manner which is not compliant with applicable laws;
4. 21.2.4 Blockpass becomes aware the Merchant is in breach of any law or regulation in the relevant jurisdiction;
5. 21.2.5 Blockpass becomes aware the Merchant is conducting illegal activities or regulated activities without the applicable licences;
6. 21.2.6 Blockpass becomes aware the Merchant’s conduct in the course of carrying out its business may be detrimental to Blockpass;
7. 21.2.7 The Merchant commits any action that may bring Blockpass into disrepute;
8. 21.2.8 The Merchant suspends or threatens to suspend its business;
9. 21.2.9 The Merchant enters into administration, liquidation or any arrangement with its creditors which will affect the performance of the Services;
10. 21.2.10 The Merchant financial position deteriorates to such an extent that keeping the terms of these T&Cs becomes unviable.
21.3 Termination shall not affect any accrued rights or remedies to which Blockpass is entitled.
21.4 Blockpass shall have no obligation to maintain any data or information relating to the Merchant (including, without limitation, the Merchant’s account with the Blockpass platform) or forward any such information to any third parties. Blockpass shall assume no liability to the Merchant or any third parties in connection with Termination.
21.5 Regardless of the cause for Termination, the Merchant shall remain fully and solely liable for all of its liabilities accrued prior to Termination.
21.6 Upon Termination all monies outstanding shall be paid. All surviving provisions shall remain in full force.

22. Notices

22.1 Any notice or notification in any form to be given under these T&Cs shall be:
1. (i) sent by email; or
2. (ii) sent by registered letter or delivered in person.
22.2 Notice will be deemed given on the date of receipt, if sent by email, on the date of transmission unless an error message occurs, and if sent by registered post, two (2) business days after being posted. For international post, five (5) business days after being posted.
22.3 Notices shall be sent to Blockpass at:

Att: Legal Department
Blockpass IDN Limited
Suite 1701-02,
17/F, Financial Centre
308 Des Voeux Road, Central
Hong Kong

and/or to:

legal@blockpass.org

23. Force majeure

23.1 If either party is unable to perform or delays to perform its obligations under these T&Cs due to events beyond its reasonable control (including but not limited to, acts of God, accident, fire, floods, hurricanes, endemic, pandemic (such as avian flu), riots, civil commotion, malicious damage (other than malicious damage caused by employees of the relevant party or its group), acts of war, terrorism, hostilities, acts of third parties (but excluding acts of a party’s own subcontractors), breakdown of network or public utilities, and acts of government and parliamentary authority (any such event, an “Event of Force Majeure”), it shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause and the party encountering such events shall not be liable thereto, provided that the affected party shall promptly notify the other party and take reasonable measures to minimise the impact of the Event of Force Majeure on such party.
23.2 Where the effects of an Event of Force Majeure persist for 90 days or more, the party unaffected by the Event of Force Majeure may terminate the Services immediately upon written notice to the other party.

24. Third party rights

The Services governed by these T&Cs are personal to and are made solely for the benefit of Blockpass and the Merchant and shall not create or give any rights to or purport to confer any benefit on any third parties whatsoever. The application of the Contracts (Rights of Third Parties) Ordinance and/or any comparable law in any jurisdiction giving to or conferring on third parties the right to enforce any term of these T&Cs is expressly excluded and no terms of these T&Cs are, or intended to be, enforceable by any person not being a party to it. The rights of Blockpass and the Merchant to terminate, rescind, or agree any amendment, waiver, variation or settlement are not subject to the consent of any third party.

25. Pass Verification Rewards

When further KYC checks are needed, Blockpass and Merchant may reach an agreement for further KYC checks with the issuance of certificates to the User. For such additional services the parties may agree a reward in PASS tokens. The rate applied and conditions of rewards shall be determined by Blockpass at its absolute discretion and separate to these T&Cs.

26. General provisions

26.1 Relationship of the Parties.

The relationship of the parties is that of an independent contractor. In all matters relating to these T&Cs each party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one party shall not be considered employees or agents of the other party. Except as otherwise provided herein, no party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other party. Nothing in these T&Cs is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the parties or persons referred to herein.
26.2 Variation

These T&Cs may be modified or amended by Blockpass at its absolute discretion. Any provision contained here may only be waived by a document duly signed by the Party waiving such provision.
26.3 Non-Severability

Should any part or provision of these T&Cs be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions shall nonetheless remain valid and continue to have their full legal force. In this case, the parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these T&Cs are found to contain any gaps or omissions.
26.4 Waiver

The failure of any of either party to enforce any of the provisions hereunder or any rights with respect thereto shall not constitute a waiver of such provisions or rights or in any way affect the validity of these T&Cs.
26.5 No Assignment

The Merchant may not assign or transfer any of its rights or obligations in whole or in part under these T&Cs to any third party without the prior written consent of Blockpass. Blockpass may assign or transfer any and all rights and obligations under these T&Cs to its affiliate(s). This Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.
26.6 Public Announcements

No press releases or other public announcement concerning these T&Cs shall be made by either party unless the form and text of such announcement shall first have been approved by the other party, except for any announcements based on reporting duties under applicable laws and regulations.
26.7 Entire Terms and Conditions

These T&Cs, including the Schedules (when applicable), constitute the entire agreement between the parties hereto, and shall replace any previous oral or written agreement or condition between the parties. Any amendment or supplement shall be in writing and become effective only upon acceptance. The Merchant may be subject to additional agreements when using the services of a Partner.
26.8 Survival

Any provisions of these T&Cs relating to Intellectual Property Rights, obligations of confidentiality, obligations to indemnify, post termination matters, or terms by their nature survive the expiration or termination shall survive Termination for three years.
26.9 Inadequacy of damages

Without prejudice to any other rights or remedies that Blockpass may have, both parties acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of these T&Cs by the Merchant. Accordingly, Blockpass shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of these T&Cs.

27. Governing law and jurisdiction

27.1 These T&Cs and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.
27.2 Subject to the provisions in Clauses 28 and 29, each party irrevocably agree that the courts of the Hong Kong Special Administrative Region shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs or its subject matter or formation (including non-contractual disputes or claims).

28. Dispute resolution

28.1 Subject to Clause 29, any and all disputes (including non-contractual disputes or claims) arising out of or in connection with these T&Cs, including any question regarding its existence, validity or termination, shall be kept confidential and submitted to the Hong Kong International Arbitration Centre (“HKIAC”) for arbitration according to the HKIAC Rules in effect at the time of the notice of arbitration, which rules are deemed to be incorporated by reference into this clause.
28.2 Each party will notify the other party in writing of any arbitrable dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the dispute informally. Any such notice must include:
1. (a.) the claiming party’s name, postal address, email address and telephone number;
2. (b.) a description in reasonable detail of the nature of the basis of the dispute; and
3. (c.) the specific relief that the party is seeking.
4. 28.2.1 If the parties cannot agree how to resolve the dispute within thirty (30) days after the date the notice is received by the applicable party, then either party may, as appropriate and in accordance with this Clause, commence an arbitration proceeding.
5. 28.2.2 The number of arbitrators shall be one.
6. 28.2.3 The seat or legal place of arbitration shall be Hong Kong.
7. 28.2.4 The language to be used in the arbitral proceedings shall be English.
8. 28.2.5 The governing law of this arbitration agreement shall be the substantive law of Hong Kong Special Administrative Region.
28.3 All hearings shall be held in private, unless the parties to these T&Cs agree otherwise in writing.
28.4 The parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the arbitration created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a state court or other legal authority.
28.5 If any dispute arises in connection with circumstances relating to these T&Cs, appropriately senior representatives of the parties with authority to settle the dispute will, within thirty (30) days of a written request from one party to the other, meet in a good faith effort to resolve the dispute in accordance with 28.2.
28.6 If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation to settle such a dispute and will do so in accordance with the Hong Kong Mediation Centre (HKMC) Mediation Procedure. Unless otherwise agreed between the parties within fourteen (14) days of notice of the dispute, the mediator will be nominated by HKMC. To initiate the mediation a party must give notice in writing (“ADR Notice”) to the other party to the dispute, referring the dispute to mediation. A copy of the request should be sent to HKMC. Unless otherwise agreed, the mediation will start not later than twenty-eight (28) days after the date of the ADR Notice.
28.7 No party may commence any arbitration or court proceedings in relation to any dispute arising out of these T&Cs until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

29. Internal dispute resolution procedure

Blockpass is committed to providing quality service for its Merchants therefore it aims to deal with disputes in a transparent, confidential and efficient manner.

29.1 If any dispute arises in connection with the services provided by Blockpass according to these T&Cs, Blockpass shall have fourteen (14) days from the date of notification by the Merchant to address the dispute and propose a resolution.
29.2 If the Merchant is unsatisfied with Blockpass’s response it has the right to initiate formal dispute resolution proceedings in accordance with Clause 28.
29.3 When the dispute is related to the services provided by our Partners, Blockpass shall act as a mediator in the dispute. Within fourteen (14) days of a written request from one party Blockpass shall contact the appropriately senior representatives of the parties with authority to settle the dispute and arrange a meeting for a resolution. Parties shall meet in a good faith effort to resolve the dispute.
29.4 Failing to reach an agreement as stated in Clause 29.3 the Merchant shall revert to the dispute resolution procedure in the separate agreement signed with the Partner.

30. Process agent

30.1 The parties agree that any writ, judgement or other notice of legal process in connection with any such legal action or proceedings shall be deemed to have been validly served on a party if they are served on the process agent whose name and present address are set out in the Merchant Information Form and the service will be deemed to have been acknowledged by that party if it is acknowledged that process agent.
30.2 Each party hereby irrevocably agrees that if its process agent ceases to have an address in Hong Kong or ceases to act as his / its process agent it shall appoint a new process agent in Hong Kong acceptable to the other party and will deliver to the other party within seven (7) days a copy of a written acceptance of appointment by the process agent. If at any time any of the parties appoints a new process agent, it shall give notice to the other party of such appointment and until such time service on the process agent last known to the other party shall be deemed to be effective service.

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