Terms - Phenixio

Terms of Service [Draft]

Legal document will be released when the product is launced on Mainnet. You will be notified about the updates on Terms of Service

PHENIXIO INC ("PHENIXIO" or "We" or "Us") is a ####### company based at ###################, registered at the ###################. Our contact email is support@phenixio.com.

PhenixioPay ("Service") is a service developed by PHENIXIO that facilitates the reception of Bitcoin through the Lightning Network.

This agreement ("Agreement" or "Terms") between PHENIXIO and you ("You", "Your" or "User") describes the terms and conditions governing your use of the Service.

By creating an account or clicking a box indicating your acceptance of this agreement, you agree that you have read this agreement and agree to the terms of this agreement.

PHENIXIO reserves the right, at any time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Service. We will communicate changes by posting a new version of the Agreement on https://phenixio.com/terms, and through other communications, at which time such updated Agreement will be immediately effective. Your continued use the Service after these modifications to this Agreement indicates to us that you agree to be bound by the modified Agreement. If you do not agree, you must stop using the Service.

Description of the Service

PHENIXIO has developed an API that can be used to access the Service. You may use the API solely as described in the Documentation (https://phenixio.com/documentation). The Service also provides a dashboard on https://account.phenixio.com/dashboard ("Dashboard") to manage your Account, which we will use to give you information about your Account and your usage of the Service. A secret key permitting access to the API is provided by the Dashboard. You are solely responsible for maintaining the confidentiality of this secret key, and you must not publish or share it with any unauthorised persons.

Using the API, you may create a charge ("Charge") containing a Lightning Network Payment Request ("Payment Request") that your customers can use to pay the Charge through the Lightning Network. Upon payment of the Charge, using the information you have provided in the Dashboard, the Service will send you a notification as described in the Documentation. We will update your Account balance to reflect any proceeds that we receive on your behalf.

You are responsible for:

1. accurately describing the Charge, including its Bitcoin amount, when you create it using our API;
2. transmitting the resulting Payment Request to your customers;
3. providing a confirmation or a receipt for each paid Charge to your customers.

We are not responsible for nor liable to you for Charges that are later subject of a dispute, a refund request, are submitted in error, or violate any laws.
The Dashboard will display the history and the details of the Charges, and other activities. You are responsible for reconciling the information in the Dashboard generated by your use of the Service with your record of your customers transactions, and for identifying any transactions errors.Fees
PHENIXIO provide the Service to you for the fees ("Fees") described on the Pricing (https://phenixio.com/pricing) page. We may modify the Fees at any time, with a 30 days advance notice before it become applicable to you.
You are obligated to pay any and all taxes imposed by any governmental authority, including value added tax. You are responsible for determining, reporting, and remitting any and all taxes in connection with your use of the Service. PHENIXIO is not a seller, it only pays the French VAT on the Fees and therefore disclaims all liability for any fraud that may be made by you in connection with your use of the Service.

Payout

You can withdraw funds from your Account to a Bitcoin wallet that you specify in the Dashboard. The amount of the transfer will be the balance of your Account at the time of the transfer, minus the Fees and amounts owed to us for any reason. Payouts will only be made in Bitcoin. Make sure that you specify a valid Bitcoin address, or a valid Extended Bitcoin Public Key ("Xpub"). We are not responsible for any loss of funds due to an invalid or incorrect address or Xpub.

Payouts can be scheduled to trigger automatically if your balance (including Fees) reaches a configurable threshold that you configure, and can also be triggered manually by the user in which case an additional fee may apply. Payouts are processed daily, and an additional delay may occur before the final transaction is included on the blockchain. The miners network fees for the payout transaction are set and paid by us, and the transaction containing your payout may include outputs to other addresses not related to you, including other users of the Service.

The threshold for automated payouts can only be chosen within boundaries that we set. You understand that automated payouts will not be possible until your balance reaches your configured threshold. You may withdraw your funds at any time, regardless of your current balance, by triggering a manual payout, but in that case an additional fee may be applied.

The Service does not support nor provide any conversion rate between any currency, including cryptocurrency or fiat, and the Bitcoin amount of a Payout or a Charge. In any case, the only currency acknowledged by the Service at any point during your use of the Service is Bitcoin. Any loss of funds that would occur from a variation in the conversion rate would happen outside the Service and would be your sole responsibility.

Registration

To use the Service, you have to create an account ("Account") on our website, and provide a valid email address and create a password. You are solely responsible for maintaining the confidentiality of your password. You are fully responsible for any activity that occur under your Account. You will not disclose your Account credentials, and you will notify us immediately of any unauthorized use of your Account.

Obligations

You may only use the Service if you are at least 18 years old or older, and have the capacity to agree to these Terms.

You warrant that your use of the Service will not violate any applicable laws, regulations, ordinances, rules, codes and orders of governmental authorities having jurisdiction over PHENIXIO and You. You may only use the Service in a lawful manner and for legitimate transactions with your customers.

You are responsible for your relationship with your customers. PHENIXIO is not responsible for the products or services you publicize or sell, or that your customers purchase using the Service. You are solely responsible for the nature and quality of the products and services that you provide, and for delivery, support, refunds, returns. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection to your use of the Service.

Data and Privacy

In order to provide the Service, we collect the following information about you:
* Your email address
* For a company, the name of your company and a physical address
* The Charges that you've created
* The payouts that you've made and the bitcoin addresses and/or Xpub that you've entered in the Dashboard

In accordance with French law relating to computers, files and freedoms of January 6, 1978, nominative information concerning users will be processed automatically. You have a right to access and correct data concerning your information. Automated processing of information, including management of user email addresses has been declared to the Commission Nationale Informatique et Libertés (CNIL).

We will never sell or rent your information to third parties.

Intellectual Property

PHENIXIO, as Publisher of the PhenixioPay Website, grants any person consulting the Website a private, non-collective, and non-exclusive right to use said content.

All data of whatever kind, and namely texts, graphs, logos, icons, images, audio and video clips, trademarks, software and features of the PhenixioPay website, appearing on the Website and on its various versions, are protected by copyright, trademark rights, and all other intellectual property rights, and belong to PHENIXIO.

Under these Terms, you are only permitted to use the Service and the PhenixioPay IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the PhenixioPay IP, without the right to sublicense.

Support

We will provide you support to resolve issues with your Account, and your use of the Service, including a documentation (https://phenixio.com/documenation). You are solely responsible for providing support to your CUSTOMERS regarding any issues related to your products and services. We are not responsible for providing support regarding the usage of the Service to your customers.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email in that sense to support@phenixio.com.

Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to complete all pending transactions, and to stop creating new Charges through the Service. We will pay out any remaining funds owed to you in accordance with the Payout section.

Applicable Law

In any dispute that may arise from the interpretation and execution of these Terms, the parties shall first attempt to reach an amicable settlement. If no amicable settlement can be reached between the parties, the dispute shall be governed by French law, and you agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Service exclusively in the competent court within the jurisdiction of the Paris Court of Appeal ruling under French law.

Warranties

WE PROVIDE THE SERVICE "AS IS", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OF THE SERVICE, EMPLOYEES AND AFFILIATES OF PHENIXIO, COPYRIGHT HOLDERS, OR PHENIXIO BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SERVICE OR THE USE OR OTHER DEALINGS IN THE SERVICE.

YOU AFFIRM THAT PHENIXIO AND ITS ENTITIES DO NOT CONTROL THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.

Liabilities

UNDER NO CIRCUMSTANCES WILL PHENIXIO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY PHENIXIO UNDER THIS AGREEMENT TO YOUR DIRECT AND DOCUMENTED DAMAGES; AND YOU FURTHER AGREE THAT UNDER NO CIRCUMSTANCES WILL ANY SUCH LIABILITY EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO PHENIXIO DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES.