MoonPay App Terms of Service

Last Updated: 28/11/2022

Eighteenth September Limited is a company organised and existing under the laws of the Seychelles, and having its principal place of business at Suite 108, Premier Building, Victoria, Mahe, Seychelles and is registered under number 207216 (“Eighteenth September” or “we” or “us” or “our”).

These Terms of Service (these “Terms”) govern your use of the Services. These Terms, together with additional information about the Eighteenth September App, can be found on the website that is accessible via www.moonpay.com (the “Site”). These Terms are separate from and in addition to the relevant general terms of use entered into by you with certain other MoonPay group entities (the “MoonPay General Terms”) if you choose to use their services.

(i) Agreement to Terms

By clicking “I Agree” or by accessing the Application or using any or all of the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not access or use the Services.

(ii) The Services

Eighteenth September makes available to users certain software services accessible via either a mobile device application or a web browser, known as the Eighteenth September App (commonly known as the MoonPay App) (the “Wallet Application” or “App”). Our provision of the App to you constitutes the “Services”.

The App allows you to interact with a non-custodial wallet.  This means that we do not host custody of your Crypto assets, instead you custody your Crypto assets yourself, and the App helps you to do that. If your use of the App is blocked, or you wish to cease using the Services, we may share instructions for you to access through other providers your Crypto assets custodied by you, but we have no obligation to do so.

The App enables users to (i) send and receive digital assets, cryptocurrencies, cryptoassets and/or non-fungible tokens (each of which is referred to as “Crypto assets”)to and from other wallets; (ii) showcase data from non-fungible tokens, including but not limited to images and collection names; and (iii) carry out any other activities based on other functionality that Eighteenth September may add to the App from time to time.

(iii) Privacy and Cookies Policy

Please refer to the MoonPay App Privacy and Cookies Policy, which can be found at moonpay.com/legal/app_privacy_policy for information on how we collect, use and disclose information from our users of the App.

We use cookies that are strictly necessary to operate the Site and/or the App, which you consent to by using the App.  Please refer to the MoonPay App Privacy and Cookies Policy for further information at moonpay.com/legal/app_privacy_policy.

You acknowledge that your use of the Services is subject to, and that we will collect, use and/or disclose your information (including any personal data that you provide to us or which we may otherwise acquire) in accordance with, our Privacy Policy.  You further acknowledge that (subject to our obtaining any required consents for the use of cookies), our Privacy and Cookies Policy will govern our use of cookies.

(iv) Changes to Terms or Services

We may modify the Terms at any time at our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are posted on the Site. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

(v) Who May Use the Services

Eligibility

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law, or are currently or previously have been barred from using any other services provided by a MoonPay group company.

Registration and Your Information

If you want to use the Services you’ll have to create an account (“Account”) via the App. You agree that you won’t disclose your Account credentials to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these terms.

(vi) Feedback

We welcome feedback, comments, ideas, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by contacting us at [email protected]. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

(vii) Content Ownership, Responsibility and Removal

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

Eighteenth September and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws. You agree not to remove, alter or obscure any copyright, trade mark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

(viii) Rights in the App, Site and Services Granted by Eighteenth September

The App and Services are proprietary to Eighteenth September and its licensors and must not be used other than strictly in accordance with these Terms. Eighteenth September grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to use the App for the purposes of accessing and using the Services in accordance with these Terms.

(ix) Rights in User Content Granted By You

In order to operate and provide the App and Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, distribute, create derivative works of, display, and perform any content that you upload, submit, store, send, or receive on the App or through our Services (the “User Content”). The rights you grant in this license are for the limited purpose for us to operate and provide the App and the Services. Additional information about your privacy and how we use User Content is available in the Eighteenth September Privacy Policy.

You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the intellectual property rights or any other rights of any third party.

You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as your profile picture) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(x) Fees

The App is currently free of charge. We reserve the right to change our fee policy at our discretion with notice. We will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.

(xi) Acceptable Use and Eighteenth September’s Enforcement Rights

You agree not to use the App and/or the Services in ways that:

• Violate, misappropriate, or infringe the rights of Eighteenth September, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
• Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes;
• Involve publishing falsehoods, misrepresentations, or misleading statements, including impersonating someone;
• Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark;
• Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialling, and the like;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content;
• Disguise your location through IP proxying or other methods;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

You may not download the App or use the Services if 1) you are (either now or in the future) in, under the control of, or a national or resident of Russia, Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions (“UNSCR”), HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List or Entity List, HM Treasury's financial sanctions regime, including as any of the foregoing may be updated or amended from time to time; or (2) you now or in future intend to supply any Services to Russia, Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime, including as any of the foregoing may be updated or amended from time to time.

(xii) Third Party Materials

The Services and App may contain links to third-party services (“Third Party Materials”). To the extent that we provide access to Third Party Materials, this is only as a convenience, and we do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Materials (including any related websites, crypto apps, resources or links displayed therein). We make no warranties or representations, express or implied, about any such linked Third Party Materials, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites, applications, or resources.

(xiii) Termination and Suspension

We may terminate or temporarily suspend your access to and use of the App and Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by following the account closure instructions in the App. Upon any termination, discontinuation or cancellation of Services or your Account, (i) all rights and/or licences granted to you under these Terms shall immediately cease and terminate and you shall immediately cease the use and/or access of the App, Services and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Feedback, Content Ownership, Responsibility and Removal (save for the subsection “Rights in Content Granted by Eighteenth September”), Termination, Warranty Disclaimers, Limitation of Liability, Governing Law and Jurisdiction, and General Terms.

Note that upon termination we may share instructions for you to access your Crypto assets through other providers, but we have no obligation to do so.

(xiv) Warranty and Service Disclaimers

The App and Services are provided on an “as is” and “as available” basis, with no further promises made by us around availability or fitness for purpose. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the App or Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

Eighteenth September makes no representation or warranty that the App and Services are applicable or appropriate for use by customers in all jurisdictions and it is your responsibility to ensure compliance with the laws of any relevant jurisdiction of your residence.

All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms to the fullest extent permitted by applicable law.

You understand and agree that Eighteenth September does not manage or control the underlying protocols that enable Crypto assets and non-fungible tokens to be issued and transferred. Accordingly you understand and agree that Eighteenth September is not responsible for the operation of those underlying protocols and cannot therefore influence or be responsible for how those underlying protocols operate, or whether or not they operate.

You further understand and agree that, once an instruction has been initiated by you on the App, that instruction will be irreversible by us or by you.  We are not responsible for any incorrect or unauthorised instructions that you submit via the App, and you expressly agree that we are entitled to act on all such instructions received without further verification, immediately at the time they are received.

(xv) Limitation of Liability

This section sets out Eighteenth September's entire financial liability (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer:

• arising under or in connection with these Terms;
• in respect of any use made by you of the App or Services or any part of them; and
• in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

Except as expressly and specifically provided in these Terms, Eighteenth September disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the App, Site or Services, their use and the results of such use.

Nothing in these Terms excludes the liability of Eighteenth September:

• for death or personal injury caused by Eighteenth September negligence;
• for fraud, fraudulent misrepresentation or fraudulent misstatement; or
• any statutory liability not capable of limitation.

Subject to the above, Eighteenth September will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, loss or corruption of data, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, punitive, indirect or consequential loss costs, damages, charges or expenses however arising under these Terms or for any loss, damage or corruption of any Crypto asset or non-fungible token as a result of the instructions, acts or omissions of you. This shall include any losses attributable to a failure by you to keep secure any security details, access credentials, public or private keys, or other information relating to App and access to it.

(xvi) Right of Withdrawal

You have 14 (fourteen) calendar days to exercise your right of withdrawal from these Terms, without having to justify any reason or pay any penalty. This withdrawal period begins on the day after you first create an Account on the App.

Any Services, orders or purchases which are fully performed before a withdrawal cannot be reversed.

You must notify your withdrawal request to us within the allotted period by email to [email protected].

If you exercise your right of withdrawal, these Terms will be terminated at no cost to you and your Account will be terminated in accordance with clause (xi) above.

(xvii) Governing Law and Jurisdiction

These Terms will be governed by, and construed in accordance with, the laws of England and, subject to any overriding legal requirements, the parties irrevocably submit to the exclusive jurisdiction of the English Courts. This Agreement and any information or notifications that you or we are to provide should be in English.

(xviii) General Terms

These Terms constitute the entire and exclusive understanding and agreement between Eighteenth September and you regarding the App, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Eighteenth September and you regarding the App, Services and Content. If any provision of these Terms is held invalid or unenforceable that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the App and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Eighteenth September. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

These Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version prevails.

(xix) Contact Information

If you have any questions about these Terms or the Services, please contact us at [email protected].