Terms and Conditions

These Terms and Conditions ("Agreement") set out the legally binding relationship between CloudBitPay ("Licensor," "we," or "us") and any individual or legal entity ("Licensee," "you") who obtains a licence to use the CloudBitPay software platform. The following definitions apply throughout this Agreement. "Software" means the complete CloudBitPay application suite and all its components, including the CloudBitPay system. "Product Key" is the unique alphanumeric code used to activate and evidence the right to use the Software. "Authorised Users" are individuals permitted to operate the Software under the Licensee's supervision. "Administrator" is the primary account holder who has control over settings and user permissions but cannot alter the underlying program code. "Licence Fee" is the one-time, non-refundable payment in cryptocurrency required to activate the licence. "Confidential Information" means any scientific, technical, financial, commercial, or other non-public information — including trade secrets and know-how — that has actual or potential commercial value by virtue of not being publicly available. "256-bit encryption" refers to the cryptographic algorithm using a 256-bit key that underlies the Software's security architecture. "Mnemonic phrase" (also called a seed or recovery phrase) is the series of 24 words used to back up and restore a cryptocurrency wallet within the Software. "Effective Date" is the date the Licensee accepts this Agreement; "Term" is the period for which the licence is granted; "Governing Law" is the law of St. Vincent & the Grenadines; "Intellectual Property Rights" are all rights in creations of the mind held by the Licensor; and "Warranty," "Indemnification," "Audit Rights," "Liability Limitations," "Upgrades/Updates," and "Termination" each carry the meanings ascribed to them in the relevant sections below. The Licensor grants the Licensee a non-exclusive, non-transferable, worldwide licence to install and use the Software for the Licensee's internal business purposes, except in jurisdictions where applicable law prohibits such use. The Software may not be used for any unlawful activity. This Agreement, the Product Key, and all associated documentation are personal to the Licensee and may not be sublicensed, resold, or redistributed. Electronic acceptance of this Agreement — by checking the box marked "I accept the terms and conditions" — carries the same legal force as a handwritten signature, and the Agreement takes effect from that moment, remaining in force indefinitely until terminated in accordance with its terms. The parties agree to conduct document management electronically, with electronically executed documents holding equal legal weight to their physical counterparts.

The Licensor will deliver the Product Key together with all necessary installation files, setup instructions, and API documentation to the Licensee's nominated email address or other agreed channel, enabling integration of the Software with the Licensee's digital infrastructure. The Licensee must ensure that the Software is installed and operated in compliance with the following minimum environment requirements: server running Debian 11 (Linux); CPU with at least 8 cores; 16 GB RAM; 256 GB SSD. The graphical interface (GUI) may be installed on any Windows or Mac machine with network access to the server. If a virtual environment such as AWS is used, it must be a dedicated VDS with fixed, reserved resources equivalent to the above; the hypervisor must not be overloaded, and it is strictly prohibited to modify the VM configuration (CPU, RAM, disks, snapshots, or migration) while the Software is running, as this may cause failures or data loss. To enable secure GUI-to-server connection, the Licensee must provide the server IP address to the Licensor, who will generate and deliver the required certificate. Non-compliance with these requirements may result in malfunction, service disruption, or data loss, for which the Licensor accepts no liability. Any actions performed using the Licensee's Product Key are deemed to have been carried out by the Licensee, who bears sole responsibility for all such actions and their consequences. The Licensor will provide technical support via a dedicated Telegram channel and is committed to resolving faults attributable to its own systems promptly. The Licensor may also suspend the Licensee's access temporarily in the circumstances described below, or modify the Software at any time, with details of updates communicated to the Licensee accordingly. Regarding pricing: the Licensee shall purchase a licence key via a one-time, non-refundable cryptocurrency payment at the rate communicated at the time of purchase, which may vary subject to promotions or discount programmes. As a complimentary bonus, the Licensor will credit the Licensee's CloudBitPay billing balance with an equivalent amount in cryptocurrency at the applicable CloudBitPay exchange rate; these funds may be used only to pay for the Licensor's services, are non-refundable, non-exchangeable, non-withdrawable, carry no independent monetary value, and do not constitute an advance payment. Full pricing details are set out in the Appendix to this Agreement.

The Licensee's obligations include: paying the Licence Fee punctually; keeping the Product Key confidential; maintaining strict confidentiality over the mnemonic phrase created upon first login, recognising its critical importance to wallet security; using the Software solely for its intended lawful purpose and in compliance with all applicable laws, including data-protection legislation, for which the Licensee must obtain all necessary consents; protecting all information received from the Licensor; and verifying the status of every cryptocurrency transaction on the blockchain explorer before acting on it or raising any claim, since the blockchain explorer is the only authoritative source. The following are strictly prohibited: unauthorised use of the Software outside the scope of this licence; copying, sharing, selling, or granting access to the Software to third parties without authorisation; and any modification, adaptation, decomplication, or reverse engineering of the Software or attempt to derive its source code. These prohibitions are mandatory and must be replicated in any agreements the Licensee enters into with third parties. Integration of the Software into the Licensee's own services or websites is permitted provided the Software's original functionality is not altered. For late payment of the Licence Fee, a daily penalty of 0.3% of the overdue amount will accrue. After 30 days of non-payment the Licensor may suspend access without prior notice, and after 40 days the Licensor may terminate the Agreement unilaterally. The Licensor may also terminate following two or more material breaches of this Agreement. Either party may terminate by giving the other at least 40 calendar days' written notice. Upon termination, all outstanding obligations survive. Disputes that cannot be settled amicably will be resolved under the laws of St. Vincent & the Grenadines before its courts. Force majeure events — including fires, floods, earthquakes, military actions, and epidemics — suspend the affected party's obligations for their duration; if they persist beyond three months, either party may terminate by written notice. The party affected must notify the other within five days of the event; failure to do so forfeits the right to rely on force majeure.

Both parties undertake to keep all Confidential Information — including business structure, income and debt levels, market methods, client and employee data, counterparty information, negotiation details, databases, and the terms of this Agreement and its annexes — strictly private throughout the Term and for one hundred years thereafter. Confidential Information may be disclosed only with the prior written consent of the owning party, or as required by law, in which case the other party must be notified promptly. Unlawful disclosure obliges the disclosing party to compensate the other for all resulting losses in full. The following risk disclosures are an integral part of this Agreement. By accepting the Product Key, the Licensee acknowledges full understanding of the risks of using the Software for cryptocurrency processing, including: potential failures, interruptions, errors, or delays in processing digital-currency transactions; hardware, software, or internet-connectivity issues affecting the Software; the risk of malware infecting the server; the possibility of unauthorised third-party access to sensitive information on the Licensee's server; and unforeseen vulnerabilities or changes in blockchain networks. The Licensor is not responsible for: user errors such as forgotten passwords, incorrect transactions, or inaccurate wallet addresses; server malfunctions or data loss; unauthorised access to the Software; software bugs or errors beyond the warranty terms; third-party cyber-attacks including viruses, phishing, or hacking; the Licensee's failure to secure wallet addresses and private keys; disruptions to data transfer; delayed, erroneous, incomplete, or lost data processing; or any inability to access the Software. The Licensor's total aggregate liability for all damages under this Agreement shall not exceed USD 1000. The Software is provided "as is" and "as available" with no guarantees of continuous availability, error-free operation, or fitness for any particular purpose. The Licensor expressly disclaims all express and implied warranties, including non-infringement, merchantability, and fitness for purpose. Any verbal or written advice from the Licensor's staff or agents creates no additional liability or warranty. This Agreement, together with its Appendices, constitutes the entire agreement between the parties, supersedes all prior discussions and arrangements, and may be amended by the Licensor posting an updated version on its website or within the Software. Each party is responsible for the accuracy of its own contact, payment, and tax details and must promptly notify the other of any changes.