UNLESS EXPRESSLY MODIFIED UNDER THIS AGREEMENT, THE TERMS AND CONDITIONS OF THE MOONPAY USA LLC TERMS OF USE (AS MAY BE AMENDED FROM TIME TO TIME, THE "MOONPAY TOU"), INCLUDING WITHOUT LIMITATION THE ARBITRATION AGREEMENT (AS DEFINED IN THE MOONPAY TOU) AND ANY ACCOMPANYING OPT OUT REQUIREMENTS, ARE INCORPORATED HEREIN BY REFERENCE. FOR PURPOSES OF CLARITY, THE TERMS AND CONDITIONS OF THE MOONPAY TOU APPLY TO YOUR USE OF THE MOONPAY SWEET PLATFORM SERVICES.
These MoonPay Sweet Platform User Terms (the “Agreement”) are between MoonPay USA LLC (“MoonPay”, “we”, “us”, or “our”) and you, the individual (“you”). This Agreement (including for the avoidance of doubt the MoonPay TOU incorporated herein by reference) applies to your use of MoonPay’s products and services that are available on the Sweet site currently located at https://sweet.io/ (“Sweet Site”), any third-party branded sites, vanity domains, or microsites operated by Sweet that link to this Agreement (“Branded Sites”), and any mobile applications and services, products and content provided by Sweet, whether through or in connection with the Sweet Site or any Branded Site (individually and collectively, the “Sweet Platform”). In the event of a conflict between this Agreement and the MoonPay TOU, this Agreement governs to the extent of the conflict. MoonPay’s products and services that are available on the Sweet Platform (and which for the avoidance of doubt may include the “Services” as defined in the MoonPay TOU) are referred to as the “MoonPay Sweet Platform Services”.
MoonPay reserves the right to change or modify this Agreement or the Services it offers at any time, in its sole discretion. You agree and understand that by accessing or using the MoonPay Sweet Platform Services following any change to this Agreement, you agree to the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement from time to time to ensure that you understand the terms and conditions that apply when you access the MoonPay Sweet Platform Services.
Notwithstanding anything to the contrary in the MoonPay TOU, MoonPay is the entity providing the MoonPay Sweet Platform Services.
In the course of accessing the MoonPay Sweet Platform Services, you may collect through purchases or other authorized means a digital collectible on the Sweet Platform (a “Digital Collectible” or “NFT” under the MoonPay TOU) and/or sell such Digital Collectible on the Sweet Platform. Except as required by law, all payments for Digital Collectibles are final and not refundable and you may not cancel, reverse or change any purchase order once it has been submitted.
In the event that you sell a Digital Collectible on the Sweet Platform, your Sweet account balance which is issued and redeemed by MoonPay (“Sweet Balances”) will be credited for the amount of such sale (minus any applicable fees and subject to a maximum balance of two thousand dollars ($2,000)). Sweet Balance is not a substitute for real currency, does not earn interest or expire, and subject to Section 7, may only be used to purchase Digital Collectibles sold on the Sweet Platform.
In order to make a purchase on the Sweet Platform, you must have at least one Linked Payment Method associated with your Sweet Platform account. By initiating a purchase with your selected Linked Payment Method, which for the avoidance of doubt, includes your Sweet Balance, you authorize us and/or our applicable third-party service providers, to charge or debit your selected Linked Payment Method for the total amount of the purchase, including without limitation all applicable fees and taxes. Once you confirm a purchase, you cannot withdraw your authorization for that purchase except as permitted by law.
As described in the MoonPay TOU, if your payment is not successful, for example, if your chosen Linked Payment Method has insufficient funds, you authorize MoonPay, in its sole discretion, to either cancel the transaction or to debit your other Linked Payment Methods (including your Sweet Balance) in any amount necessary to complete the transaction on its original terms. In the event of any refund, chargeback, or other adjustment related to a purchase using your Sweet Balance, you authorize us to credit or deduct the amount, as applicable, from your Sweet Credits.
We reserve the right to, in our sole discretion, suspend, delay, redirect, or cancel any transaction at any time and for any reason, including if we suspect potential unlawful or suspicious activity.
Subject to you satisfying our identity verification requirements and subject to availability in your jurisdiction, we may enable you to withdraw all or a portion of your Sweet Balance representing the proceeds of your sales on the Sweet Platform to your external bank account or such other external account as we may permit from time to time. We may utilize processors, banks or other authorized third parties to facilitate transfers to external accounts. When withdrawingSweet Balance, we may deduct the corresponding amount of Sweet Balance upon initiation of the withdrawal request by you, but due to processing times, it may take up to three business days for the funds to settle to your external account. When requesting a withdrawal of Sweet Balance it is your responsibility to provide us with accurate account details for your external account. We are not responsible for funds resulting from withdrawn Balance being provided to the wrong person or account where you provided incorrect account details to us, or in instances otherwise described in our Disputes Handling Policy. Further, we are not responsible for [funds representing the withdrawn amounts] once we provide those funds to the third party for delivery to you at your request. We do not charge a fee in order to withdraw Sweet Balance, however, you may be charged a fee from a third-party and you are solely responsible for such fees. You cannot cancel your withdrawal of Sweet Balance if, before receiving your request for cancellation, we have already sent the corresponding instructions to our bank or payment processor.
If you choose to close your Sweet Balance account, we may require you to take certain additional actions, in order to complete a pending transaction or provide additional information prior to closing your Sweet Balance. If we close your Sweet Balance account, you will no longer be able to receive and hold Sweet Balance or make purchases on the Sweet Platform using your Sweet Balance. You will remain liable and responsible for any and all obligations related to your Sweet Balance account even after the account is closed.
MoonPay may charge a fee for your use of certain features of the MoonPay Sweet Platform Services. You agree to pay any fees associated with your use of the MoonPay Sweet Platform Service. Please see Appendix 1 for details on the fees associated with the MoonPay Sweet Platform Services. We may modify these fees at any time in our sole discretion.
You may view your Sweet Balance account history and records of associated transactions by going to the Sweet Balance link in your Sweet account. You are responsible for reviewing your account history and monthly or quarterly account statements to determine if there are any errors or unauthorized transactions, and for notifying MoonPay of such events, as outlined in our Disputes Handling Policy.
You may not use, acquire, or distribute the Sweet Balance except through the Sweet Platform Services and except as expressly allowed by MoonPay under this Agreement (including the MoonPay TOU). Any attempt to do so constitutes a violation of this Agreement, will render the transaction void, and may result in the immediate suspension or termination of your Sweet Platform account. For purposes of clarity, you may not use your Sweet Balance for international transmittals, peer to peer transfers to other users, or reloads from non-depository sources.
If you are seller and a resident of the states of New York or Hawaii and sell a Digital Collectible on the Sweet Platform, you appoint MoonPay and its third-party payment processor(s) as your agents for the limited purpose of receiving, holding and settling payments for these transactions. A payment received by us from a buyer, on your behalf, satisfies the buyer’s obligation to you in the amount of the payment received, regardless of whether we actually settle such payment to you. Accordingly, in the event that we do not remit the buyer's payment to you as described in this Agreement, your only recourse will be against us and not against the buyer.
To the extent permissible under the rules of any third-party network or self-governing body or governmental authority with jurisdiction over us, you agree that we are not liable for your acts and omissions and you understand that we disclaim any such liability.
In the event that we do not complete a transfer related to the MoonPay Sweet Platform Services for the correct amount or if we do not complete the transaction on time according to this Agreement or our other agreements with you, we will be liable for your damages. However, there are some situations in which we would not be liable. For instance, we will not be liable if:
We have reason to believe that the transaction was initiated without your authorization;
Through no fault of ours, you do not have enough money in your Sweet Balance account to make a transfer;
Circumstances beyond our control (such as fire, flood, loss of Internet connection, payment network outage) prevent us from completing the transaction, despite reasonable precautions that we have taken;
You provided us incorrect information which is needed in order for us to complete your transaction;
Access to or use of your Sweet Balance account has been blocked after you reported your login credentials were lost or stolen;
Our system is not working properly and you knew about the breakdown when you started the transaction;
The transaction is restricted by us, our processor or a financial institution because of potentially unlawful or suspicious activity; or
Your funds are subject to legal process which restricts them from being used or transferred.
There may be other exceptions permitted under state or federal law or included in our agreements with you.
MoonPay Sweet Platform Services are not available for residents of Texas.
In the event that you have a question regarding your Sweet Balance account, you may contact us at https://support.moonpay.com/.
Appendix 1
See below fees MoonPay may charge associated with the MoonPay Sweet Platform Services. We may modify these fees at any time in our sole discretion.
Digital Collectible Purchase Checkout Processing Fee: 4.5% of the transaction amount, with a minimum of $.50.
Withdrawal of Sweet Balance - Bank Transfer: 1% of the transaction amount, with a minimum of $3.99 (or currency equivalent).
Withdrawal of Sweet Balance - Card: 4.5% of the transaction amount, with a minimum of $3.99 (or currency equivalent).
Note: If you sell your Digital Collectible, there is a 5% Marketplace Fee that will be charged and deducted from any payment due to you after sale. This is not a MoonPay fee and MoonPay has no control over this fee. For more information, refer to the NHL Breakaway Marketplace Fee FAQ.
USA TERMS OF USE
EFFECTIVE DATE: June 12, 2026
SECTION 10 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND MOONPAY HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 10 INCLUDES THE ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST MOONPAY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING (EXCEPT AS SET FORTH IN SECTION 10); AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING OR PROPOSED CLASS ACTION LITIGATION.
These Terms of Use (these “Terms” or this “Agreement”) are between, as applicable, the MoonPay entity or entities specified in the table below (“MoonPay”, “we”, “us”, or “our”) and you, the individual (“you”). This Agreement applies to your use of the following MoonPay products and services (“Services”) only:
The ability to purchase, swap and sell Digital Assets through our On Ramp and Off Ramp products (“Ramps Services”);
The ability to add fiat funds to a stored value account through our own website or applications, which may be used to purchase or sell Digital Assets (“Stored Value Services”);
The ability to deposit or receive fiat currency into a unique, reusable account identifier (such as a bank account number, IBAN, routing number, or local payment rail handle) that is programmatically linked to your MoonPay account (“MoonPay Account”) and self-hosted address (defined below) (“Virtual Account Services”); and
The ability to access certain MoonPay and other connected services directly via command line interface (“MoonPay CLI”).
For clarity, if you use only Services provided by one MoonPay entity, this Agreement is between you and the applicable MoonPay entity. However, if you use Services provided by more than one MoonPay entity (for example, if you use MoonPay CLI provided by Launchpad Limited and Ramps Services provided by MoonPay USA LLC), this Agreement is between you and Launchpad Limited with with respect to the MoonPay CLI services that you use, and between you and MoonPay USA LLC with respect to the Ramps Services that you use.
MoonPay Entity
Services
Launchpad Limited
MoonPay CLI
MoonPay USA LLC
Ramps Services
Stored Value Services
Virtual Account and Stablecoin Settlement Services
As with any asset, the value of Digital Assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. PLEASE REFER TO THE DIGITAL ASSET RISK FACTORS AT THE END OF THIS AGREEMENT FOR MORE INFORMATION ABOUT THE POTENTIAL RISKS OF DIGITAL ASSETS.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
If you are using the Services on behalf of a company, organization, or other legal entity (a “Business”), you represent and warrant that you are authorized to bind that Business to these Terms, and that you accept these Terms on behalf of the Business. In this case, references to “you” and “your” shall mean both you as an individual and the Business on whose behalf you are acting.
1. GENERAL.
This outlines who is bound by this Agreement and how.
By accessing the Services, you agree that you have read, understood, and accepted all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and Cookie Policy (collectively, “Supplemental Agreements”). These additional agreements are incorporated by reference to this Agreement (meaning you also agree to them). For example, if you create a user account on MoonPay (“MoonPay Account”), buy or sell any Digital Assets, or use the Services in any other way, you are bound to this Agreement and the Supplement Agreements.
You will see a number of capitalized terms in this Agreement. These capitalized terms have already been defined or will be defined in the sentence in which they are used or in Section 10 at the end of this Agreement
You affirm that you are at least 18 years of age and reside in the United States and in a state that MoonPay serves. You further affirm you have the capacity to enter into this Agreement and are not prohibited from doing so by Applicable Law.
We may from time to time make changes to the terms of this Agreement and any Supplemental Agreement in our sole discretion. Unless specifically indicated otherwise, any change will take effect immediately when the revised Agreement is posted through one of our communication channels (such as our website or mobile or desktop applications, if applicable). We will strive to provide you with advance notice of material changes to this Agreement where possible through email or a notification through the MoonPay platform. It is important that you regularly review this Agreement for updates. The current Agreement that governs your use of the Services will be available via this link. Your use of the Services after the effective date of a change to this Agreement means you have read and accepted these changes. If you do not agree with any changes to this Agreement, you must stop using or close your MoonPay Account.
You may need to accept additional terms in order to use our Services, including terms and conditions of third parties that we may integrate or partner with (“Third Party Partners”). Your agreement with such third parties will govern the terms and conditions of products or services provided by any third parties. We are not responsible for the products or services provided to you by any third party.
Our Services may be accessed through the websites, applications, or user interfaces of Third Party Partners. In such cases, these Terms may be presented to you as embedded within, incorporated into, or provided alongside the Third Party Partner's own terms of use or terms of service. By accepting, acknowledging, or otherwise agreeing to terms that include or incorporate these Terms, whether presented independently by MoonPay or as part of a Third Party Partner's terms, you agree to be bound by these Terms in their entirety, as well as the applicable Third Party Partner's terms. Your acceptance of these Terms through any single Third Party Partner shall constitute your acceptance of the then-current version of these Terms for purposes of all Third Party Partners through which MoonPay's Services are made available and in which these Terms are embedded or incorporated. For the avoidance of doubt, such cross-partner acceptance applies only to the version of these Terms in effect at the time of your acceptance; any subsequent updates to these Terms made in accordance with Section 1(d) above will require your acceptance (including by continued use of the Services through any Third Party Partner) before such updated Terms apply across all Third Party Partners.
MoonPay may, as applicable, cause one or more of its affiliates to perform its obligations set forth herein.
2. ASSESSING THE SERVICES
This outlines how you can access and use our Services.
Subject to your continued compliance with this Agreement, we grant you a revocable, limited, non-exclusive, non-transferable license to access and use the Services. We may terminate this license at any time.
In order to use some of the Services, you will need to satisfy an onboarding process, in accordance with the terms of our Compliance Program.
We reserve the right to require you to provide certain information and related documentation that we may specify in our sole discretion (“Onboarding Information”) in order to use our Services. For example, we may request additional information to verify your identity or source of funds. We may request personally identifiable information such as network address, name, email, residence address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations.You authorize us, directly, or through third parties, to make any inquiries we consider necessary to verify your identity and the information you provide.
In providing the Onboarding Information, you represent and warrant to us that the Onboarding Information is accurate and complete and you agree to immediately update such Onboarding Information in the event of any changes to your Onboarding Information at any time during the onboarding process or while you use the Services.
You agree to update us of any changes to the information that you have provided to us during your onboarding process by no later than 10 days from the date that you became aware of the relevant change. You can update this information through the Help Center on the MoonPay website or write us at MoonPay, 8 The Green, Suite B, Dover, DE 19901 or [email protected].
You shall comply with any request by us for any Onboarding Information or documents from you by no later than 14 days following the date of any such request (the “Onboarding Information Deadline”).
In the event that the requested Onboarding Information is not received by us, including by the Onboarding Information Deadline, you fail to update your information when it changes, you fail to provide accurate information, or we are unable to verify your identity, we reserve the right to limit your use of the Services, including declining attempted transactions, charge you an administration fee and/or suspend, deny or terminate your access to the Services.
USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each individual or business that opens an account or requests credit.
3. PLACING ORDERS FOR DIGITAL ASSETS.
This outlines the process for placing orders for Digital Assets.
Process for submitting orders
The parties agree that MoonPay is the merchant of record in connection with the purchase and sale of Digital Assets as described in this Agreement to the extent such transaction does not expressly involve decentralized finance (“Defi”) functionality. In the event a transaction does expressly involve Defi functionality, MoonPay acts as merchant of record only with respect to (i) any portion of the transaction that directly involves fiat currency; whereas all other Defi activities are conducted onchain between you and other market participants on a peer-to-peer basis
We may offer you the ability to submit offers to purchase and sell Digital Assets for fiat currency or other Digital Assets subject to the terms of this Agreement, including through our On Ramp and Off Ramp products.
You must carefully enter and review all of the order details prior to submitting an offer to purchase or sell Digital Assets, including the quantity and offered price. MoonPay may present you with pricing for your order. If you accept the pricing displayed, you can then accept and submit the order. If you do not accept the pricing displayed, you can choose not to proceed with the order. Once you submit your order, you are bound to the terms of that order. You may not cancel, reverse or change any order once it has been submitted. If an order for a swap fails for any reason, including if we have to requote a swap quote to you because of price volatility and you reject the requote, then there will be an automatic refund to you, minus any applicable network fees.
For orders to purchase Digital Assets, once the order is submitted by you, and accepted by MoonPay, MoonPay will execute a corresponding debit to your selected payment method which is linked to your MoonPay Account (“Linked Payment Method”), which, for the avoidance of doubt, can include other Digital Asset wallets and your MoonPay Balance (if you have more than one Linked Payment Method, you have the option to select a different Linked Payment Method than the last one utilized). By adding a Linked Payment Method, you represent to us that you are the owner or an authorized user of that payment method. In order to purchase Digital Assets, you must have at least one Linked Payment Method associated with your MoonPay Account. By initiating a purchase with your selected Linked Payment Method, you authorize us and/or our applicable third-party service providers, to charge or debit your selected Linked Payment Method for the total amount of the purchase, including without limitation all applicable fees and taxes. In the event of any refund, chargeback, or other adjustment related to your Digital Assets purchase, you authorize us to credit or deduct the amount, as applicable, from your Linked Payment Method. The date and time that you initiate instructions to us to purchase Digital Assets may differ from the date and/or time when the order is executed and your Linked Payment Method is debited.
For orders to sell Digital Assets, once the order is created and accepted and the Digital Assets to be sold are delivered to MoonPay, MoonPay will deposit the proceeds from the sale to your selected Linked Payment Method. The date and time that you initiate instructions to us to sell Digital Assets may differ from the date and/or time when the order is executed and the proceeds from the sale are credited to your MoonPay Account. Residents of the State of New York: You will receive a fixed quote at which you may sell your Digital Assets. If MoonPay receives the Digital Assets in the designated wallet address within the specified time period, MoonPay will execute the sale at the quoted price. If you do not transfer the relevant Digital Assets within the specified time period, or do not send the requisite amount of Digital Assets, the quote will expire and you will need to agree to a revised quote to complete the transaction. Residents of all other U.S. States: You will receive a floating quote that represents an approximate price for your Digital Assets. The actual sale price is subject to change and will be determined by the then-current market value of the Digital Asset at the time MoonPay receives the Digital Assets to be sold. If you send an amount of Digital Assets that is less than the amount you initially agreed to sell, MoonPay will execute a sale of the Digital Assets received at the then-current market value.
Only certain payment methods are able to be linked to your MoonPay Account. Please refer to your MoonPay Account or our website for further information on acceptable payment methods.
MoonPay may impose a minimum holding period for any Digital Assets that you would like to buy or sell, which may last up to seven (7) Business Days. These minimum holding periods are necessary to enable us to carry out fraud prevention measures, to ensure that the fiat currency leg of any given transaction has settled, and to perform other compliance related functions. If MoonPay cannot or does not complete the order for any reason (including, without limitation, suspected fraud, price movement, market latency, order size, or any other reason in MoonPay’s sole discretion), MoonPay may reject the order and notify you of such rejection and you will not be charged for a rejected order.
Notwithstanding anything to the contrary, MoonPay reserves the right to, in its sole discretion, suspend, delay, redirect, or cancel any transaction (including an order submitted by you and accepted by MoonPay) at any time and for any reason. For example, and without limitation, we may do so if we suspect any risk of fraud, crime, breach of this Agreement, or illicit activity. If your payment is not successful, if your payment method has insufficient funds or if you reverse a payment made from funds in your bank account, you authorize MoonPay, in its sole discretion, to either cancel the transaction or to debit your other Linked Payment Methods in any amount necessary to complete the transaction on its original terms. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF) or similar fees charged by your financial services provider, and you will be solely responsible for any related fees. We reserve the right to refuse to process or to cancel or reverse any transaction in our sole discretion, even after funds have been debited from your Linked Payment Method(s), if we suspect the transaction meets any criteria set forth in this Agreement. In such instances, MoonPay will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the canceled transaction.
You may revoke our authorization to charge your Linked Payment Method with respect to all future transactions or stop the next recurring transaction (other than recurring transactions that are scheduled to occur in one or fewer Business Days) by visiting buy.moonpay.com/v2/recurring or going to settings icon in your MoonPay Account and navigating to Recurring transactions; selecting the transaction(s) that you would like to cancel, opening the menu by tapping the ellipsis icon, and tapping "Cancel recurring buy". When you close your MoonPay Account, we will cancel any transactions that have not been completed, and you will remain liable and responsible for any and all obligations related to your MoonPay Account, even after the account is closed.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to MoonPay or our applicable third-party service provider for the duration of your business relationship, solely to help us identify you or your wireless device to prevent fraud. See our Privacy Policy for how we treat your data.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT GUARANTEE ANY ORDER YOU SUBMIT WILL BE EXECUTED OR EXECUTED AT ANY PARTICULAR TIME AND WE WILL NOT BE RESPONSIBLE WHATSOEVER FOR ANY DELAYS OR FOR ANY ORDERS THAT ARE NOT EXECUTED.
INTERAC® is available as a Linked Payment Method only for customers located in Canada. INTERAC is a registered trade-mark and the INTERAC logo is a trade-mark of Interac Corp. Used under license.
Limitations on Placing Orders. To submit offers to purchase or sell Digital Assets, you must first establish a MoonPay Account, which may require you to complete certain actions pursuant to our Compliance Program. Your access to a MoonPay Account, and the ability to submit orders for Digital Assets, may not be available in all markets and jurisdictions. We may restrict or prohibit use of a MoonPay Account, including implementing transaction limits, in certain jurisdictions including Restricted Locations, in our sole discretion. We may also update these limitations at any time with or without notice to you.
Unauthorized Orders. You agree that you are solely responsible and liable for keeping your MoonPay Account safe and secure and for maintaining adequate security and control of your login and authentication details (including, but not limited to, your identity, and username). You agree you are solely responsible for any access to and use of the Services and your MoonPay Accounts, notwithstanding that such access or use may have been effected without your knowledge, authority or consent. You are solely responsible for all orders that occur using your MoonPay Account, including any orders and completed transactions that were not authorized by you. When an order occurs using your MoonPay Account credentials, we will assume that you authorized such an order. Except as otherwise provided in Section 4 below, for electronic funds transfers involving your MoonPay Stored Value Account, you agree that MoonPay will not be liable to you for any unauthorized orders, completed transactions or loss or damage resulting from any unauthorized access to your MoonPay Account. If you have reason to suspect that your MoonPay Account login and/or authentication details have become compromised, you are responsible for immediately contacting MoonPay through the Help Center on the MoonPay website or at 888-651-0727 Mon - Fri (9am - 5pm ET).
Mistaken/Accidental Orders. You agree that you are solely responsible and liable for providing correct information to MoonPay regarding your requested Digital Asset order and reviewing the transaction summary page for accuracy before you choose to continue with a transaction. You are solely responsible for all orders that are placed using your MoonPay Account. When an order occurs using your MoonPay Account credentials, we will assume that the order is correct and you authorized such an order. Except as otherwise provided in Section 4 above, for electronic funds transfers involving your MoonPay Stored Value Account, you agree that MoonPay will not be liable to you for any mistaken or accidental orders placed using your MoonPay Account. Once you send Digital Assets to an address, you may lose access to your Digital Assets temporarily or indefinitely. For example, an address may have been entered incorrectly, or an address may belong to an entity that will not return your Digital Assets. Digital Assets mistakenly sent to an address that we do not control may not be recoverable. MoonPay is not responsible or liable for erroneous, accidental, or mistaken Digital Asset transfers that you effectuate. If you have initiated an accidental or mistaken order through MoonPay, you are responsible for contacting MoonPay through the Help Center on the MoonPay website or at 888-651-0727 Mon - Fri (9am - 5pm ET), however, transactions in Digital Assets may be irreversible, and, accordingly, losses due to accidental transactions may not be recoverable.
Fees
MoonPay may charge fees for your use of the certain Services, including entering orders for Digital Assets, service fee, banking rail fee, network fee, or conversion fee (as applicable). MoonPay reserves the right to adjust its pricing and fees and any applicable waivers at any time. A schedule of the types of fees, which may vary on a per transaction basis, can be found on our Pricing and Fees Disclosures page here. If you are referred to us via a Partner Site, you may be charged an ecosystem fee as part of the transaction. We will always notify you of the pricing and fees which apply to your transaction before you authorize the transaction and in each confirmation and/or receipt we issue to you.
You agree that MoonPay may debit fees for orders from the total cost of your order. We charge a MoonPay processing fee related to our costs associated with payment processing, which fee may vary by product and payment method. We may also charge a dynamic network fee, related to our costs associated with asset transfer, and may vary depending on a number of factors, such as network congestion and operational costs. We may also charge an ecosystem fee, on behalf of some, but not all, of our third party partners. All fees will be disclosed to you prior to your acceptance of any order or transaction.
Bank fees charged to MoonPay are netted out of transfers to or from MoonPay. You are responsible for paying any additional fees charged by your financial services provider. If your bank fees exceed the value of the transaction, we may reject the order.
Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of MoonPay Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. MoonPay is not responsible for determining whether taxes apply to your Digital Assets transactions or for collecting, reporting, withholding or remitting any taxes arising from any Digital Assets transactions.
Receipts
You have the right to receive a receipt after each transaction you initiate involving Digital Assets. MoonPay will provide you with a receipt via email after each transaction you place using your MoonPay Account.The receipt will include certain information regarding your transaction such as the amount of Digital Assets you sold/purchased, the amount your Linked Payment Method will be charged for the purchase and any fees imposed on the transaction.
Transaction History
You have the right to obtain information regarding the transactions that you have initiated using your MoonPay Account. You may view your MoonPay Account transactional history within the MoonPay App or within the MoonPay On Ramp Widget.
Wallets
MoonPay does not provide any custodial wallet services. When using the Services, you will be asked to provide us with the address for your digital asset wallet (“Wallet”) Wallet by either: (a) providing a QR code which represents your Wallet address; (b) manually typing your Wallet address; or (c) using a Wallet address provided by Launchpad Limited or a MoonPay partner. You represent and warrant that you are the owner and controller of the Wallet that you link to your account.
By providing us with the address to send purchased Digital Assets, you represent and warrant that you own and control the Wallet. Because you control your Wallet, there is no way for us to help you if you lose control over your Wallet. It is your responsibility to keep your Wallet safe from both theft and inadvertent loss. As the owner of Digital Assets in your Wallet, you bear all risk of loss of such Digital Assets.
You are solely responsible for maintaining the security of your private keys and your Wallets. You acknowledge and agree, without prejudice to any other terms in this Agreement, that you bear all of the risk of any loss of access to your Wallets and any Digital Asset contained in your Wallets. MoonPay is not liable for fluctuations in the fiat currency value of Digital Assets in your Wallets. You are solely responsible for any and all transfer initiations that are initiated through such Wallets and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any transfer initiations. If you lose your keys to your Wallet, you may lose access to your Wallet and any Digital Assets contained in your Wallet.
4. MOONPAY STORED VALUE SERVICES AND MOONPAY BALANCE-SPECIFIC TERMS.
This section outlines terms that are specific to your use of MoonPay’s Stored Value Services, including any MoonPay Balance you may elect to hold with us, to the extent that you participate or request to participate in the Stored Value Services. With respect to the Stored Value Services, in the event of a conflict between this section and another section of this Agreement, this section will prevail.
Creation of a MoonPay Stored Value Account. MoonPay may provide you with the option to create a stored value account issued by MoonPay (the “MoonPay Stored Value Account”), in which you hold fiat funds (your “MoonPay Balance” or “Balance”) and access through the MoonPay website or applications. Information on how you can request a MoonPay Stored Value Account is available here. You can only create a MoonPay Stored Value Account if you have a MoonPay Account in good standing and complete our onboarding process, including collection of identification information and identity verification, as determined at our sole discretion. You can access and manage your MoonPay Stored Value Account and Balance via the MoonPay website and applications, by logging into your MoonPay Account and navigating to your assets or wallets section and selecting “MoonPay balance”. All funds held in your MoonPay Stored Value Account will be held in U.S. dollars.
Funding of Your MoonPay Balance. You can transfer funds to your MoonPay Balance from a valid U.S. bank account that you have linked to your MoonPay Account, or from a valid Venmo or PayPal account that you have linked to your MoonPay Account. We may permit you to transfer funds to your Balance using other Linked Payment Methods from time to time in our sole discretion. We may require that the name on your payment method match your name.
If you request to send funds from your linked bank account or other Linked Payment Method we may allow to your MoonPay Balance, you authorize us to debit such linked account for the amount you are transferring and any applicable fees and to debit or credit the linked account in connection with any errors, claims, or disputes. You authorize us to re-present this transfer request from your linked bank account or other Linked Payment Method, one or more times, or cancel the transaction if the initial transfer is rejected for any reason. When adding funds to your MoonPay Balance, we may debit or charge your payment method as soon as you initiate the transfer, but the funds may not be credited to your Balance until we have received your funds. Your funding transaction cannot be canceled by MoonPay if, before receiving your request for cancellation, MoonPay sent the transaction instructions to its bank or payment processor.
You may also receive funds to your MoonPay Balance if you sell Digital Assets and elect to receive the sale proceeds to your MoonPay Balance. We may also credit your MoonPay Balance in other circumstances, such as in the event of a refund or other funds due from MoonPay to you.
Funds Held on Your Behalf. We (or for customers in Wisconsin, Cross River Bank), will hold all funds related to MoonPay Stored Value Accounts, including your funds Balance, in a custodial account at one or more U.S. FDIC-insured financial institutions separate and apart from our corporate funds and/or invest those funds in accordance with applicable law. MoonPay will not use your funds Balance for its operating expenses or any other corporate purposes. Your MoonPay Balance funds may be pooled with MoonPay Stored Value Account balances of other users and are not eligible for FDIC-pass through insurance. For more information, please visit our Licenses webpage.
Disallowance of Interest. In consideration of using our Stored Value Services, you assign MoonPay the right to earn interest or other earnings on funds that MoonPay holds in its custodial account on your behalf. You will not receive any interest or other earnings on funds held in your MoonPay Stored Value Account.
Use of your MoonPay Stored Value Account.You can use funds held in your MoonPay Stored Value Account (your “MoonPay Balance”) to purchase Digital Assets with MoonPay. You may also transfer your funds to your U.S. bank account or other payment method that we may permit from time to time.
Authorization to Charge Your MoonPay Balance. By opening a MoonPay Stored Value Account, you authorize us, or our payment processor, to charge your MoonPay Balance in the full amount of transactions you request, including any taxes or fees: 1) when you elect to purchase Digital Assets or other goods/services with your MoonPay Balance, 2) in connection with a purchase using a Linked Payment Method, in the event that your original Linked Payment Method is not successful, has insufficient funds or if you reverse a payment made from funds in your bank account, 3) when you elect to transfer your funds to an external account, such as a bank account, 4) in connection with any errors, claims, or disputes, and 5) for amounts you owe to us. In addition, in the event of any refund, chargeback, or other adjustment related to your purchases or transfers, you authorize us to credit your MoonPay Balance.
Negative Balance/Amounts Owed. If a deposit of funds made to your MoonPay Balance (e.g., via linked bank account or other Linked Payment Method) is rejected, reversed, or otherwise fails for any reason, including due to insufficient funds, account closure, or fraud or you otherwise owe amounts to MoonPay, we reserve the right to recover the equivalent amount from your account. In cases where the reversal results in a negative balance in your MoonPay Balance, you agree to immediately remit funds to bring the negative balance to zero upon notice of the negative balance. Failure to do so may result in account restrictions, including suspension of trading and withdrawal functionality. If your MoonPay Balance does not contain sufficient funds to cover the negative balance or other owed amount owed to MoonPay, we reserve the right to debit the necessary amount directly from one or more of your Linked Payment Methods without prior notice for the amount of the negative balance or owed amount. The authorizations under this Section remain effective for 90 days after you cease to be a MoonPay user.
Revocation of Your Authorization. You may revoke our authorization to charge your MoonPay Balance with respect to future transactions (other than recurring transactions set to occur within one Business Day) by closing your account, as described below.
Recurring Purchases of Digital Assets.
We may enable you to purchase Digital Assets on a recurring basis using your MoonPay Balance or other Linked Payment Method that we authorize from time to time. By enrolling in recurring Digital Asset purchases, you authorize us to debit your MoonPay Balance or other Linked Payment Method at the frequency and in the amount, including applicable fees, that you specified at the time of enrollment until you cancel.
Your enrollment in recurring purchases will continue until you cancel. You may cancel your recurring Digital Assets purchases by going to settings icon in your MoonPay account, navigating to Recurring transactions and selecting the transaction(s) that you would like to cancel.
If as of one Business Days before the scheduled recurring purchase date, your MoonPay Balance is insufficient to cover the full amount of the recurring purchase, we will inform you via email that you need to add additional funds to your MoonPay Balance in order for your recurring purchase to be completed. If you fail to transfer sufficient funds into your MoonPay Balance to cover the cost of the recurring purchase, we will cancel the recurring purchase.
For all recurring Digital Asset purchases, we will provide notice to you one Business Day before the purchase is initiated. After the recurring Digital Asset purchase is completed, we will provide notice of the completion. If there are insufficient funds in your MoonPay Balance at the time of the scheduled purchase, we will notify you that the transaction was unsuccessful.
The amount that you may be charged in connection with your recurring purchase will not change. However, the amount of Digital Assets you receive for your recurring purchase is based on current market price and fees at the time of the recurring purchase.
If you have told us in advance to make regular payments for the purchase of Digital Assets out of your MoonPay Balance or other Linked Payment Method, you can stop any of these payments. Here's how:
Call us at 888-651-0727; Mon - Fri (9am - 5pm ET), or contact us through the Help Center on the MoonPay website, in time for us to receive and process your request before the payment is scheduled to be made (we recommend one Business Day prior to the next scheduled transaction). If you call, we may also require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop a recurring purchase one Business Day or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. If you request to cancel a specific recurring purchase for a Digital Asset, we will cancel all future recurring purchases for that Digital Asset. You will need to re-enroll in recurring purchases if you wish to continue making recurring purchases from your MoonPay Balance or other authorized Linked Payment Method for that Digital Asset. However, if you have more than one recurring purchase set up (i.e. different recurring purchases for different Digital Assets), cancelling one recurring purchase only cancels future recurring purchases for that Digital Asset. If you want to cancel a recurring purchase for a different Digital Asset, you will need to separately cancel that recurring purchase.
Withdrawing Funds From Your MoonPay Balance to an External Account. Subject to limitations we may establish, you can transfer all or a portion of the funds from your MoonPay Balance to an external account that we permit, which may include a linked U.S. bank account (a “withdrawal”).To withdraw funds to an external account, you must be the named account holder of both the MoonPay Stored Value Account and the external account. We may delay a withdrawal, in certain situations, including if we need to confirm that you have authorized the withdrawal, the withdrawal appears suspicious, or if other payments to your MoonPay Stored Value Account have been subject to a reversal.
If you request to withdraw funds from your MoonPay Balance to an external account, you authorize us to debit your MoonPay Balance for the amount you are withdrawing and any applicable fees and to send those funds to the external account you have designated. When transferring funds from your MoonPay Balance, we may debit or charge your MoonPay Balance as soon as you initiate the transfer, but the funds may not immediately settle to your external account.
MoonPay may utilize processors, banks or other authorized third parties to facilitate withdrawals to external accounts. MoonPay is not responsible or liable to you for funds provided to the wrong party or account, where you provided incorrect instructions or account details, or as otherwise described in Section 10 (Dispute Resolution). Your transaction cannot be canceled if, before receiving your request for cancellation, MoonPay sent the transaction instructions to its bank or payment processor.
Fees. MoonPay may charge fees for your use of certain features of the MoonPay Stored Value Account. Please see Appendix I MoonPay Stored Value Account Balance Short Form Disclosure and Appendix II MoonPay Stored Value Account Balance Long Form Disclosure for information on the fees associated with your MoonPay Stored Value Account. See Section 3 (Placing Orders for Digital Assets) for fees associated with placing orders for Digital Assets (including to or from your Stored Value Account).
Limitations on Your Use of the Stored Value Services. We may impose and update limits on your use of the Stored Value Services, including but not limited to, your ability to utilize the Stored Value Services, the amount or number of transactions in a given period, the size of balances you may hold, hours of availability, and/or payment methods you may use to add funds to or receive withdrawals from your MoonPay Stored Value Account. Transaction limits may vary depending on the specific payment methods used, verification steps you have completed, and other factors.
If we believe that you are using the Stored Value Services in a way which violates or is likely to violate this Agreement, applicable law, or facilitates or furthers any illegal activity, we reserve the right to, in our sole discretion, suspend, delay, redirect, or cancel any transaction involving your MoonPay Balance or suspend, terminate or limit your access to the Stored Value Services. Subject to the exceptions described in this Agreement, including Section 8 (Indemnification and Limitations of Liability), Section 10 (Dispute Resolution), and applicable law, we are not liable for any delay in making funds available to you.
If we take action in connection with your use of the Stored Value Services, such as terminating or suspending your MoonPay Stored Value Account, we will attempt to notify you via email and will transfer unrestricted funds maintained on your behalf to you, to the extent permitted by law, this Agreement and our policies. To request information in connection with an account limitation, suspension or termination, you should contact us (see contact information below). We may be restricted by law/regulation or a governmental authority from disclosing certain information to you regarding our decisions impacting your use of Stored Value Services.
Account Statements. We will provide a monthly statement of your Stored Value Services activity electronically via email or via the MoonPay platform. If no transaction has occurred in the past month, you will receive your statement quarterly. Also, if there has been no activity related to the Stored Value Services within the past six (6) months, your Stored Value Services will be deemed “inactive” and no account statement will be provided until you use the Payment Services, which will re-trigger “active” status.
Unauthorized Transactions / Errors. When a transaction occurs using your credentials, we will assume that the information you provided is complete and accurate in all respects and you authorized the transaction, unless you notify us otherwise. You are solely responsible for maintaining adequate security and control of your credentials or any other code, device, or password that you use to access the Stored Value Services. You should not share or provide access to your credentials to any other person.
You are responsible for promptly reviewing your transaction history and periodic statements to determine if there may be any errors or unauthorized transactions, and for promptly notifying MoonPay of such events. If you believe that an unauthorized transaction has occurred or that a transaction was incorrectly carried out, you must contact us as soon as possible at 888-651-0727; Mon - Fri (9am - 5pm ET), contact us through the Help Center on the MoonPay website; or write us at: MoonPay, Inc., 8 The Green, Suite B, Dover, DE, 19901. Reporting an unauthorized transaction does not guarantee that we will be able to recredit your account.
Subject to this Agreement, we are not responsible for any errors or omissions that you make in connection with any of your transactions through the Stored Value Services.
Promptly notify MoonPay of any discrepancies observed on your statement or receipt, or if you require further clarification. This notification must be submitted within sixty (60) days from the date of issuance of the initial statement displaying the relevant potential error.
It is important to note that initiating a chargeback or reversal with your financial institution pertaining to a MoonPay payment does not constitute a formal notification of any discrepancy. To notify MoonPay:
Provide your name and email address.
Describe the error or the transfer you are unsure about, and explain as clearly as you can and why you believe it is an error or why you need more information.
Provide the dollar amount of the suspected error.
After receiving a notice of error from a customer, MoonPay will:
Promptly initiate an investigation of the oral or written notice of error.
Complete the investigation within 10 Business Days. If MoonPay needs more than 10 Business Days to complete the investigation(s), we may extend up to 45 calendar days, if the following is completed:
MoonPay provides provisional credit for the amount of the alleged error within 10 (ten) Business Days of receipt of the notice of error; and
MoonPay informs the customer, within two (2) Business Days after the provisional crediting, of the amount and date of the credit and gives the customer full use of the funds during the investigation.
If no error occurred or an error occurred in a manner or amount different from that described by the customer, the following procedures are followed in addition to the applicable procedures above:
MoonPay will include an explanation of the results of the investigation and note the customer's right to request the documents that were relied on in making the determination. MoonPay may provide copies of such documents upon request.
If provisional credit was granted and some or all of the credit is debited, MoonPay notifies the customer of the date and amount of the debiting. MoonPay notifies the customer that the customer's account will be debited five (5) business days from the date that the notice is transmitted, specifying the calendar date on which the debiting will occur.
Liability and Error Resolution Obligations. In the event that we do not complete a transfer related to the Stored Value Service for the correct amount or if we do not complete the transaction on time according to this Agreement or our other agreements with you, we will be liable for your damages. However, there are some situations in which we would not be liable. For instance, we will not be liable if:
We have reason to believe that the transaction was initiated without your authorization;
Through no fault of ours, you do not have enough money in your MoonPay Stored Value Account to make a transfer;
Circumstances beyond our control (such as fire, flood, loss of Internet connection, payment network outage) prevent us from completing the transaction, despite reasonable precautions that we have taken;
You provided us incorrect information which is needed in order for us to complete your transaction;
Access to or use of your MoonPay Stored Value Account has been blocked after you reported your login credentials were lost or stolen;
Our system is not working properly and you knew about the breakdown when you started the transaction;
The transaction is restricted by us, our processor or a financial institution because of potentially unlawful or suspicious activity; or
Your funds are subject to legal process which restricts them from being used or transferred.
There may be other exceptions permitted under state or federal law or included in our agreements with you.
Except as otherwise expressly provided in this section, the indemnification and liabilities section of this Agreement applies to our provision and your use of the Stored Value Services.
Closure of Your MoonPay Stored Value Account. You may close your MoonPay Stored Value Account at any time. Closure of your MoonPay Stored Value Account will not cause your MoonPay Account to close, however, if you choose to close your MoonPay Account, we will close your MoonPay Stored Value Account. When you close your MoonPay Stored Value Account, we may cancel any transactions that have not been completed, and you will remain liable and responsible for any and all obligations related to your MoonPay Stored Value Account, even after the account is closed.
Transfer / Account Closure Limitations. In certain cases, we may not transfer funds out of your MoonPay Stored Value Account or close your MoonPay Stored Value Account if there are any pending issues, including, but not limited to, if you have an open dispute or claim, if your account is subject to any holds, to comply with the request of law enforcement or any regulatory authority if required by law, or to comply with our other legal or regulatory obligations. If you have a balance in your MoonPay Stored Value Account, you must transfer any funds to another account (i.e. your bank account) before we will complete the closure of your MoonPay Stored Value Account.
Abandoned Property. In connection with the provision of the Stored Value Services, we may hold funds or other property that is owned by you. In the event that your property is deemed abandoned, in accordance with our legal obligations under unclaimed property laws, prior to closing your MoonPay Stored Value Account and escheating your property to the appropriate state or jurisdiction, we will attempt to notify you and provide you with an opportunity to retrieve your property. If, after we have escheated your property, you would like to claim your property, please contact the applicable state’s unclaimed property administrator.
5. STABLECOIN SETTLEMENT- AND VIRTUAL ACCOUNT-SPECIFIC TERMS.
We may provide you with access to virtual accounts and stablecoin settlement services (collectively, the “Iron Services”). A virtual account is a unique payment account reference, such as a bank account number, IBAN, routing number, or local payment rail handle assigned to you within an internal ledger system (“Virtual Account”).
Virtual Accounts let you convert fiat funds for a MoonPay-supported Digital Asset from your bank account directly to your self-hosted wallet. Virtual Accounts also let you receive fiat funds from a bank account of a third party and will convert those funds to a MoonPay-supported Digital Asset, connected to your self-hosted wallet., Virtual Accounts also act as a vehicle to deliver fiat funds to a pre-approved bank account.
When fiat funds are received into a Virtual Account, they are automatically processed by us or our Bank Partner for the purpose of converting the funds into a MoonPay-supported Digital Asset and delivering it to your designated wallet address A Virtual Account is not a bank account in your name. It is a reference account maintained by us with our Bank Partner solely to support such funding and conversion activities.
You may not use your Virtual Account for purposes other than those expressly permitted under these Terms. We do not hold funds in your Virtual Account on your behalf, and as such no interest will ever accrue as a result of your usage of your Virtual Account. Any funds we or our Bank Partner hold while processing your Virtual Account transactions are not protected by the Federal Deposit Insurance Corporation (FDIC), or Securities Investor Protection Corporation (SIPC), or another insurance.
Use of a Virtual Account is limited to individuals who are at least 18 years of age (or the age of majority in their jurisdiction or residence) and legal entities acting through an authorized representative who has the authority to bind the entity to these Terms.
When you use a Virtual Account to receive, fund or settle a transaction that involves the conversion of fiat funds into digital assets (or vice versa), MoonPay is the merchant of record for the conversion. Our Bank Partner only provides the payment account infrastructure and does not itself act as your counterparty.
You authorize us and our service providers to debit or credit your linked payment methods and accounts to complete funding, conversion, settlements, adjustments, chargebacks, returns, and fee collection related to transactions initiated via a Virtual Account. Transactions funded via a Virtual Account are subject to payment-network and bank return rules. We may reverse, debit, or recover amounts previously credited if a return or reversal occurs. Fiat funds sent to a Virtual Account may be subject to bank or payment-network settlement times, return windows, or review holds. Processing times cannot be guaranteed.
A minimum transaction amount of one dollar ($1.00) or its equivalent in other supported currencies or virtual assets applies to all transactions initiated through the Iron Services. Any transaction request below this threshold will not be executed. You acknowledge that if you initiate a transaction below this minimum threshold, it may be automatically rejected and not processed. MoonPay shall bear no responsibility for such non-executed transactions, and shall not refund or compensate such rejected requests.
Access to and use of a Virtual Account is subject to our compliance and risk management requirements, including applicable know-your-customer and anti-money laundering obligations. We may request additional information or documentation from you at any time, as reasonably required to satisfy our compliance obligations and you agree to provide it promptly. We may decline to issue a Virtual Account, or suspend or terminate your access to a Virtual Account, at our sole discretion, including if we determine that your information is incomplete, inaccurate, outdated, or if we identify activity that presents compliance, legal, or security concerns.
In connection to fiat funding and settlement flows, we may place holds, delays, or restrictions on funds received into or disbursed from a Virtual Account as necessary to satisfy compliance, fraud prevention, or risk management requirements. We are not responsible for any losses or damages you incur as a result of such holds, delays, or restrictions, and you agree that no interest will accrue on any funds subject to such actions. We do not and cannot impose holds, reversals, or restrictions on Digital Assets once they have been delivered to a non-custodial wallet.
Certain aspects of the Iron Services may require acceptance and/or knowledge of additional terms or agreements (“Iron Third Party Terms”), particularly those provided by Third Party Partners, as a condition for using the Iron Services. The applicable Iron Third Party Terms in connection with the Iron Services are set forth at https:///iron.xyz/provider-terms. By continuing to use the Iron Services, you acknowledge and agree that you have reviewed, accept, and consent to be bound by, these Terms and the Iron Third Party Terms. If you do not agree to these Terms or the Iron Third Party Terms, you must stop using the Iron Services immediately.
We rely on third-party banks, payment networks, and service providers to provide the Virtual Account services. We are not responsible for delays, errors, or losses caused by such third parties, except as required by applicable law. We do not guarantee that any funding, conversion, or settlement initiated via a Virtual Account will be executed, or executed at any particular time or price. We are not responsible for delays or for transactions that are not executed.
If a Virtual Account is issued or held with Cross River Bank, HiFi Bridge acts as the applicable Third Party Provider for those services. By using such Virtual Account, you agree to enter into and be bound by HiFi Bridge’s separate terms and conditions.
If a Virtual Account is issued or held with Lead Bank, Lead Bank serves as the applicable Third Party Provider for those services.
You acknowledge and agree that we do not control and are not responsible for the acts or omissions of any Third-Party Provider, including any bank maintaining Virtual Accounts.
Once Digital Assets are broadcast to the blockchain to the non-custodial wallet you designate, the transfer is irreversible and outside our control. You are solely responsible for ensuring that all payment instructions, wallet addresses, and account information you provide are accurate and complete. We are not responsible for losses arising from your provision of incorrect or incomplete information
By using the Iron Services described in this Section 5, you acknowledge and agree that each transaction will incur fees. These fees may include (i) a transaction fee, which is a percentage based charge on the transaction amount that may comprise both our fee and the fee of the platform from which you access the Iron Services, (iii) a banking rail fee, which is a per-transaction fee covering the costs of sending payment to, or receiving payments from, the Iron Services, (iv) a network fee which covers the costs associated with the transfer of a Crypto-Asset and may vary depending on a number of factors, such as network congestion and operational costs, and (v) in the event that MoonPay must convert any local currency to USD, we may charge an exchange rate up to 10% of the transaction value, which will vary based on the local currency. You understand that any non-stablecoin transaction will be processed at the prevailing market rate at the time of the transaction, which may fluctuate due to external factors. By using the Iron Services, you expressly consent to the Fees. Fees applicable to transactions through the Iron Services are disclosed prior to confirmation of each such transaction. Further fee disclosures regarding the Iron Services can be found at https://iron.xyz/iron-fee-disclosures.
You are prohibited from using a Virtual Account in any manner that would cause us or our service providers to violate applicable economic sanctions, export control, or anti-terrorist financing laws.
Terms Regarding ACH Origination.This section applies to the extent you open or use a US dollar-denominated Virtual Account, or otherwise send or receive payments via the Automated Clearing House (“ACH”) network through MoonPay USA LLC (“MoonPay USA”) or its financial institution partners. By using ACH functionality, you agree to the following terms governing ACH origination.
Authorization to Originate ACH Entries. You authorize MoonPay USA LLC, and its financial institution partners, to originate electronic fund transfers (“ACH Entries”) to or from your designated account(s) in accordance with the payment instructions you provide through MoonPay’s platform or APIs. This authorization includes the right for MoonPay to credit or debit such accounts as necessary to process transactions, correct errors, or resolve disputes. This authorization will remain in effect until revoked in accordance with MoonPay USA’s procedures and applicable law.
Agreement to Be Bound by Nacha Rules. You agree that all ACH Entries originated through MoonPay USA shall be governed by and comply with the Nacha Operating Rules and Guidelines, as amended from time to time (the “Nacha Rules”). You acknowledge that MoonPay USA and its bank partners rely upon your compliance with the Nacha Rules and that your failure to comply may result in suspension or termination of ACH services.
Compliance with Applicable Law. You represent and warrant that all ACH Entries initiated through MoonPay USA will comply with all applicable laws and regulations of the United States, including but not limited to those issued by the Office of Foreign Assets Control (OFAC), the U.S. Department of the Treasury, and any other applicable federal or state authority. You agree not to initiate any Entry that violates U.S. laws or the Nacha Rules.
Transaction Restrictions and Limits. MoonPay USA may, in its sole discretion, limit the types of ACH Entries that may be originated, including restrictions on debit or credit entries, SEC codes, transaction types, frequency, or dollar amounts. MoonPay USA may also refuse to process or suspend any ACH Entry that it reasonably believes is fraudulent, unauthorized, or otherwise violates this Agreement or applicable law. MoonPay USA’s determination under this section shall be final and binding.
6. MOONPAY CLI-SPECIFIC TERMS.
This section outlines the terms that govern your use of, and interactions with, certain MoonPay services directly from your command-line interface (“CLI”).
Authentication.
MoonPay CLI Access. Use of MoonPay CLI requires authentication through the MoonPay CLI portal (the “MoonPay CLI Portal”) by providing an email address and a one-time password (“OTP”). The OTP establishes a session permitting the CLI to submit requests on your behalf. OTP authentication depends on time-limited credentials and third-party communication systems, and you may be required to reauthenticate periodically. MoonPay does not guarantee continuous availability of authenticated sessions and is not responsible for interruptions to your use of MoonPay CLI. MoonPay may implement temporary authentication restrictions, which may delay or prevent session establishment.
MoonPay Account. Certain MoonPay products and services require an active MoonPay Account subject to user onboarding in accordance with Section 2. Where a MoonPay Account would ordinarily be required when accessed through any other interface, the same requirements apply when accessed through the CLI. MoonPay products and services accessed through MoonPay CLI remain subject to all applicable MoonPay terms, policies, disclosures, and other documents and requirements.
Session Credentials and Local Storage. Following successful authentication through the MoonPay CLI Portal, MoonPay may issue a session token, access token, or similar authentication credential (individually and collectively, “Session Credentials”) enabling the CLI to submit requests on your behalf without requiring re-authentication for each command.
The CLI may store Session Credentials locally on your device. Session Credentials are device-bound and should not be shared.
Any person with access to the device or environment in which the Session Credentials are stored may be able to perform actions associated with your MoonPay Account. You are solely responsible for maintaining the security of your devices, terminals, shell environments, environment variables, and local files in which Session Credentials may reside.
MoonPay does not control your local environment and is not responsible for unauthorized activity resulting from compromise, malware, remote access software, shared workstations, exposed repositories, or other user-side security failures.
You must promptly terminate active sessions and reauthenticate if you believe your Session Credentials have been exposed or your device has been compromised.
MoonPay may invalidate Session Credentials at any time.
Actions Performed via MoonPay CLI. Your use of MoonPay CLI authorizes MoonPay to rely on any instructions submitted using valid Session Credentials as an instruction submitted by you.
Non-Custodial Wallet and Key Management. Upon initial configuration of MoonPay CLI, you will be prompted to generate a cryptographic key pair and associated blockchain wallet (the “CLI Wallet”). The CLI Wallet is generated locally on your device and private keys remain exclusively within your local environment. MoonPay does not create, receive, store, transmit, or otherwise have access to your private keys, seed phrases, or signing material. YOU MUST SAVE YOUR PRIVATE KEYS TO ENSURE YOU CAN ACCESS YOUR CLI WALLET.
MoonPay CLI may interact with certain MoonPay and other connected services by submitting requests associated with the CLI Wallet and, where applicable, by transmitting transactions that you authorize and sign using your locally held private keys. MOONPAY DOES NOT CUSTODY DIGITAL ASSETS ASSOCIATED WITH THE CLI WALLET AND DOES NOT HAVE THE ABILITY TO RECOVER, RESET, OR RECONSTRUCT YOUR PRIVATE KEYS.
You are solely responsible for safeguarding your private keys, seed phrases, backups, and any device on which the CLI Wallet is stored. Loss, theft, or compromise of your private keys will result in permanent loss of access to the CLI Wallet and any digital assets held in it. MoonPay will not be able to restore access or reverse transactions.
Any transaction, signature, authorization, or instruction submitted using the CLI Wallet will be deemed authorized by you. MoonPay may rely on cryptographic verification of a signature as conclusive evidence of your approval of the associated action, subject to MoonPay’s internal compliance and security procedures.
Automated Use and Scripting. MoonPay CLI is designed to permit programmatic and automated interaction with MoonPay services, including through scripts, schedulers, agents, trading bots, or other software processes (“Automated Systems”) controlled or instructed by you. You may use Automated Systems to submit instructions through MoonPay CLI, provided such use complies with all applicable terms and policies.
MoonPay CLI may interoperate with or facilitate access to third-party software, networks, or services. Those third parties operate independently of MoonPay and are governed by their own terms and policies. For convenience, MoonPay may provide links or references to certain third-party terms in the MoonPay CLI repository README. You are solely responsible for reviewing and complying with any applicable third-party terms when using MoonPay CLI in connection with external services.
You are solely responsible for all actions initiated by any Automated System you configure, deploy, or permit to operate using your authenticated session, Session Credentials, or MoonPay Account. MoonPay does not monitor the intent, logic, frequency, or correctness of instructions submitted through MoonPay CLI and has no obligation to detect errors, unintended transactions, repeated submissions, or abnormal behavior caused by your Automated Systems.
MoonPay acts only on instructions received and does not exercise discretion, judgment, or investment decision-making on your behalf. Submission of instructions through Automated Systems does not create any advisory, fiduciary, brokerage, or agency relationship beyond execution of user-initiated requests.
MoonPay may, in its sole discretion and without any prior notice to you, modify or update the MoonPay CLI, and/or implement rate limits, safety checks, transaction caps, geographic restrictions, or temporary holds. MoonPay may reject, delay, or suspend CLI requests where it determines such actions are appropriate. Such modifications or controls may affect Automated Systems and MoonPay is not responsible for resulting interruptions, partial execution, inconsistent outcomes, financial losses, or damages.
You must design your Automated Systems to handle failures, rejected requests, and partial responses safely. MoonPay does not control your Automated Systems and is not liable for losses arising from your Automated Systems.
Local Environment and Execution Risk. MoonPay CLI is software that executes within your local computing environment and may interact with external systems based on instructions you provide. MoonPay does not control or instruct your operating system, terminal configuration, installed dependencies, network routing, storage locations, or any other aspect of your local environment.
You acknowledge that use of command-line software inherently involves the execution of user-provided commands, piping of output to other programs, modification of local files, handling of environment variables, and interaction with third-party software and services. MoonPay is not responsible for the effects of commands you run, how you use CLI, or how other software on your device interprets or uses CLI or its output.
You are responsible for reviewing commands before execution, protecting sensitive information displayed in terminal output, and ensuring that your use of MoonPay CLI does not expose private keys, credentials, wallet addresses, configuration files, or other confidential data. MoonPay does not access or recover data stored locally on your device and cannot reverse local system changes.
MoonPay is not liable for damage to hardware, software, data, accounts, or external systems arising from local execution, misconfiguration, incompatible dependencies, malicious package, clipboard interception, shell history retention, remote access tools, or other characteristics of your computing environment.
7. PROHIBITED USE.
This outlines some of the things you cannot use the Services for.
You may not use your MoonPay Account or any of the Services to engage in the following categories of activity (“Prohibited Use”):
Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where MoonPay conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information.
Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the MoonPay platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the MoonPay platform, other MoonPay Accounts, computer systems or networks connected to the MoonPay platform, through password mining or any other means; use MoonPay Account information of another party to access or use the MoonPay platform, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's MoonPay Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of MoonPay.
Abuse Other Users: Interfere with another individual’s or entity's access to or use of any MoonPay Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the MoonPay platform about others, including without limitation email addresses, without proper consent.
Fraud: Activity which operates to defraud MoonPay, MoonPay users, or any other person; provide any false, inaccurate, or misleading information to MoonPay.
Unlawful Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are unlawful.
Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of MoonPay intellectual property, name, or logo, including use of MoonPay trade or service marks, without express consent from MoonPay or in a manner that otherwise harms MoonPay or the MoonPay brand; any action that implies an untrue endorsement by or affiliation with MoonPay.
Forbidden Activity: Transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law.
Unacceptable Activity: Transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.8. REPRESENTATIONS AND WARRANTIES
8. REPRESENTATIONS AND WARRANTIES.
This outlines the representations you are making to us.
You represent and warrant to us that you: (a) are not located in, under the control of, or a resident of any Restricted Location or any country to which the United States has embargoed goods and services; (b) are not identified as a “Specially Designated National” by the United States Treasury Department; and (c) will not use the Services if you are prohibited by any Applicable Law from doing so.
If you use the MoonPay CLI, the MoonPay CLI Portal, any other services described in Section 7, or Automated Systems, you represent and warrant to us that you have the knowledge and technical know-how to use those services.
When accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you shall not:
use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
use or attempt to use another person’s MoonPay Account;
attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;
develop any third-party applications that interact with our Services without our prior written consent;
provide false, inaccurate, or misleading information; or
encourage or induce any other person to engage in any of the activities prohibited under this Agreement.
We endeavor to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. We cannot and provide no guarantee whatsoever to the timeliness, accuracy or completeness of any information (whether pricing, exchange rate or otherwise) provided in connection with any Digital Asset or your holding or trading of or in the same. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility and you assume all liability for any such decisions or actions.
MOONPAY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY MOONPAY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, (A) REGARDING THE CONTENTS OF THE SERVICES, INFORMATION AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES, ANY HYPERLINKS TO THIRD PARTY WEBSITES, OR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE SERVICES, OR ANY WEBSITE LINKED TO THE SERVICES (B) THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT MOONPAY MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT MOONPAY’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF MOONPAY OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
9. INDEMNIFICATION AND LIMITATIONS OF LIABILITY.
This outlines the responsibility and liability between us.
You agree to indemnify and hold harmless MoonPay, its affiliates, subsidiaries, directors, managers, members, officers, employees, and other customers, from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or MoonPay Account in connection with: (a) use of the Services; (b) breach of this Agreement or any other agreement or policy; (c) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; (d) violation of any Applicable Law; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify MoonPay for claims or losses arising out of MoonPay’s gross negligence or willful misconduct as determined by final order of a court of competent jurisdiction. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this Agreement.
Limitation of Liability
MoonPay shall not be liable to you or anyone else for any loss caused in whole or part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from the negligence of MoonPay or contingencies beyond its control in procuring, compiling, interpreting, computing, reporting, or delivering the Services thereon or the information therein. In no event will MoonPay be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of the Services or the information therein.
IN NO EVENT SHALL MOONPAY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR MORE THAN THE LOWER OF (I) THE VALUE OF THE DIGITAL ASSET AT ISSUE AND (II) $20,000 USD
IN NO EVENT SHALL MOONPAY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF MOONPAY HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU BASED ON YOUR JURISDICTION OR THE GOVERNING LAW.
UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY DIGITAL ASSETS AS DAMAGES, OR SHALL YOU BE ENTITLED TO SPECIFIC PERFORMANCE OR ANY OTHER SIMILAR REMEDY. YOU AND WE AGREE THAT ANY CALCULATIONS OF DAMAGES BASED IN ANY WAY ON THE VALUE OF DIGITAL ASSETS SHALL BE BASED ON THE LOWEST VALUE OF THE DIGITAL ASSETS DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH VIRUSES, NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE EVENT (INCLUDING BUT NOT LIMITED TO (I) ACTS OF GOD, NATURE, COURT OR GOVERNMENT; (II) FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS; (III) ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM MOONPAY IS NOT RESPONSIBLE; (IV) DELAY, FAILURE, OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD PARTY SERVICES AND SITES; (V) STRIKES, LOCK-OUTS, LABOUR DISPUTES, WARS, TERRORIST ACTS AND RIOTS; AND (VI) VIRUSES, MALWARES, OTHER MALICIOUS COMPUTER CODES OR THE HACKING OF MOONPAY’S SYSTEMS).
THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Any and all of our indemnities and warranties (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth in this Agreement. Nothing in this Agreement excludes or limits liability which may not be limited or excluded under Applicable Law.
10. GENERAL PROVISIONS.
This outlines general and miscellaneous terms that apply to your use of the Services.
In connection with using the Services, you access or view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content. We have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
Unless otherwise indicated by us, the Services and any other material or content provided by MoonPay, and all intellectual property rights therein, are the property of MoonPay or our licensors or suppliers. We do not give any implied license for the use of the contents of the Services. You accept and acknowledge that the material and content contained in or delivered by the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Services as set forth in this Agreement. Any rights not expressly granted in this Agreement to use the materials contained on or through the Services are reserved by MoonPay in full.
If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Services (“Feedback”), we may use this Feedback for any purpose and without any obligation to you. By providing us with Feedback, you give us a worldwide, perpetual, irrevocable, transferable, sublicensable, fully-paid and royalty-free license to use and exploit in any manner any and all Feedback. By submitting Feedback, you waive any legal or other rights to the fullest extent permitted under law. In responding to Feedback, we shall use commercially reasonable efforts to supply email-based support services, but cannot guarantee immediate responses, especially during times of high volume.
While using our Services, you may obtain or otherwise become aware of Confidential Information about us. You may only use this Confidential Information as necessary to exercise your rights or perform your obligations in this Agreement. You agree to hold the Confidential Information in strict confidence, and to take reasonable steps to protect this Confidential Information from being accessed by unauthorized individuals, entities or other third-parties. You agree to not copy or reverse engineer, or remove any proprietary markings from any Confidential Information. You may share our Confidential Information with legal, governmental or regulatory authorities only if required by Applicable Law to do so, provided you will notify us of the request, if Applicable Law allows it.
A party’s failure or delay to enforce, or partially enforce, any provision of this Agreement shall not be construed as a waiver of any rights.
In no event shall a party be considered in breach of this Agreement to the extent the party’s obligations are prevented or delayed, directly or indirectly, by a Force Majeure Event, and the party’s period of time for performance shall be extended until such event has ended.
In the event that any provision of this Agreement is unenforceable under Applicable Law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
This Agreement shall be binding on your successors, heirs, personal representatives, and assignees. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent of MoonPay, which may be withheld at MoonPay’s sole discretion. We may assign rights or delegate duties under this Agreement at our sole discretion.
You and MoonPay are independent contractors for the purposes of this Agreement. Nothing in this Agreement shall create any partnership, joint venture, agency, or consultancy.
This Agreement, along with the Supplemental Agreements, constitute the entire agreement among the parties with respect to the subject matter described in this Agreement and shall.
For technical support requests only, contact us through the Help Center on the MoonPay website. For purposes other than technical support requests, you may contact us by registered post or courier: 8 The Green, Suite B, Dover, DE 19901. For Law Enforcement requests please direct your official document to our compliance team here. Please note, however, that all formal legal documents and claims must be formally and properly served on the correct MoonPay entity according to Applicable Law.
This Agreement and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to conflict of law rules or principles of the State of New York, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 10 or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York County in the State of New York, and the United States, respectively, sitting in the State of New York.
11. DISPUTE RESOLUTION.
This outlines how disputes are handled between us.
THIS SECTION 10 OF THIS AGREEMENT WILL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.” Please read this Section 10 carefully. It requires that any and all claims between you and MoonPay be resolved by binding arbitration or in small claims court and, to the extent permitted by applicable law, prevents you from pursuing a class action or similar proceeding in any forum. If you are outside the United States, and attempt to bring a claim in one of those countries, arbitration is required for determination of the threshold issue of whether this Section 10 applies to you, as well as all other threshold determinations, including residency, arbitrability, venue, and applicable law. If your country of residence does not enforce arbitration agreements, the mandatory pre-arbitration dispute resolution and notification and prohibition on class actions or representative proceedings provided below still apply to the extent enforceable by law.
Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services, to any advertising or marketing communications regarding MoonPay or the Services, to any products or services sold or distributed through the Services that you received, or to any aspect of your relationship or transactions with MoonPay, will be resolved by binding arbitration, rather than in court, except as otherwise required by law or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or MoonPay may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or MoonPay may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. You may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
CASES HAVE BEEN FILED AGAINST MOONPAY—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.
IF YOU AGREE TO ARBITRATION WITH MOONPAY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST MOONPAY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Informal Resolution. You and MoonPay agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and MoonPay therefore agree that, before either you or MoonPay demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. For sake of clarification only, the informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify MoonPay that you intend to initiate an informal dispute resolution conference, email [email protected], providing your name, telephone number associated with your MoonPay account (if any), the email address associated with your MoonPay account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Arbitration Rules and Forum
This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to Section 10.4. If this notice is being sent to MoonPay, it must be sent by email to the counsel who represented MoonPay in the informal dispute resolution process, or if there was no such counsel, then by mail to General Counsel, at [address]. The arbitration will be conducted by ADR Services, Inc. under its rules and pursuant to the terms of this Agreement. Once the notice certifying completion of the informal dispute resolution conference has been served, the party seeking to arbitrate must then file their arbitration demands with ADR Services, Inc. The demand must include (A) the name, telephone number, mailing address, and email address of the party seeking arbitration; (B) a statement of the legal claims being asserted and the factual bases of those claims; (C) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (D) the signature of the party seeking arbitration. Disputes shall be subject to ADR Services, Inc.’s most current version of its Arbitration Rules, available as of February 3, 2023 at https://www.adrservices.com/services/arbitration-rules or by calling ADR Services, Inc. at 310-201-0010. The fees that shall apply to arbitrations administered by ADR Services, Inc. are set forth on ADR Services, Inc.’s website, available as of February 3, 2023 at https://www.adrservices.com/rate-fee-schedule/. Specifically, the fees set forth in ADR Services, Inc.’s Mass Consumer Non-Employment Arbitration Fee Schedule shall apply when twenty (20) or more arbitration claims are filed which: (X) involve the same or similar parties; (Y) are based on the same or similar claims which arise from the same or substantially identical transactions, incidents, or events requiring the determination of the same or substantially identical questions of law or fact; and (Z) involve the same or coordinated counsel for the parties. In all other circumstances, the fees set forth in ADR Services, Inc.’s General Fee Schedule shall apply, except that MoonPay will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. Payment of all filing, administration, and arbitration fees will be governed by ADR Services, Inc.’s rules. If the arbitrator finds that you cannot afford to pay ADR Services, Inc.’s filing, administrative, hearing, and/or other fees and cannot obtain a waiver of fees from ADR Services, Inc., MoonPay will pay them for you. Any finding that a claim or counterclaim violates the standards set forth in Federal Rule of Civil Procedure 11 shall entitle the other party to recover their attorneys’ fees, costs, and expenses associated with defending against the claim or counterclaim. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68 or a state or local equivalent, if applicable, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made.
Arbitrator Powers. The arbitrator, and not any federal, state, provincial, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law, except with respect to Section 10.8 below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court. All disputes regarding the payment of arbitrator or arbitration-organization fees, including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court or arbitration administrator. The arbitration will decide the rights and liabilities, if any, of you and MoonPay. Except as expressly agreed to in Section 10.9 of this Agreement (Batch), the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the arbitrator shall preclude oral discovery of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and MoonPay.
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MOONPAY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and MoonPay are instead electing to have all disputes resolved by arbitration, except as specified in Section 10.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 10.9 OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MOONPAY AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS EXCEPT AS SET FORTH IN SECTION 10.9. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN SECTION 10.9. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers set forth in Section 10.9 is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or MoonPay from settling claims on a class, collective, or representative basis.
Batch Arbitrations. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 100 or more similar arbitration demands against MoonPay, presented by or with the assistance or involvement of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period: (A) the parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); (B) claimants’ counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider; (C) the arbitration provider shall provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch; and (D) the arbitration provider shall send one set of disclosures per batch and will set up one Arbitration Management Conference per batch. You agree to cooperate in good faith with MoonPay and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in San Francisco, California or, if the parties prefer, by video conference. The parties may also agree to conducting arbitration based on written submissions alone.
Opt Out. MoonPay’s updates to this Agreement do not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a version of this Agreement, and did not validly opt out of arbitration. MoonPay will continue to honor the valid opt outs of customers who validly opted out of the requirement to use arbitration in a prior version of this Agreement. If you are a customer who creates a MoonPay Account for the first time on or after the effective date of this Agreement, you may opt out of this Arbitration Agreement. If you do so, neither you nor MoonPay can force the other to arbitrate as a result of this Agreement. To opt out, you must notify MoonPay in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your MoonPay username (if any), the email address you currently use to access your MoonPay account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: [email protected]. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
Survival. This Arbitration Agreement will survive any termination of your relationship with MoonPay.
Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if MoonPay makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to MoonPay.
Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable, and the remainder of the Agreement shall be unmodified.
12. E-SIGN DISCLOSURE AND CONSENT.
This outlines your agreement to electronically sign agreements.
Scope of Communications to Be Provided in Electronic Form. You understand and agree that we may provide you with any or all of the following types of communications electronically: (a) legally required disclosures, notices and other communications associated with your access to or use of the Services, including, but not limited to information about fees or charges, and any and all legally required pre- and post-transaction disclosures; (b) customer service communications; (c) privacy policies and notices; (d) changes to this Agreement, (e) statements, information and records regarding your transactions; (f) information regarding the debiting or charging, as applicable of your selected payment method; (g) any and all legally required error resolution policies, and responses to claims filed in connection with your access to or use of the Services; (h) any other communications related to your access to and/or use of the Services; and (i) with your consent, marketing and other promotional communications (collectively, “Communications”).
Communications in Writing. All Communications in either electronic or paper format from us to you will be considered “in writing.” You should print or download for your records a copy of this Agreement and any other Communication that is important to you.
Method of Providing Communications to You in Electronic Form. All Communications that we provide to you in electronic form will be provided either (i) via email, (ii) by access to a web site that we will designate in an email notice we send to you at the time the information is available, or (iii) to the extent permitted by law, on the MoonPay website or via SMS text message. You agree to promptly review all Communications sent to you, and that these are reasonable procedures for sending and receiving electronic communications.
How to Update Your Records. To receive electronic Communications, at the time that you first use the Services, you must provide us with a true, accurate and complete email address and your contact information, and you must promptly notify us of any changes to this information. You can update information (such as your email address) through the Site.
Hardware and Software Requirements. In order to access, view, and retain electronic Communications that we make available to you, you must have an electronic device that enables access to your email account or a commercially available Internet browser. You may wish to utilize a device that is capable of storing or printing the Communications for your records.
Requesting Paper Copies. If you have consented to receive electronic Communications, we will not send you a paper copy of any Communication unless we deem it appropriate to do so. You can obtain a paper copy of an electronic Communication by printing it yourself. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically. You may obtain a paper copy of any legally-required Communications and or agreements. You may request such a paper copy by visiting the Help Center on the MoonPay website or write us at MoonPay, 8 The Green, Suite B, Dover, DE 19901. or contacting us at [email protected].
How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by visiting https://support.moonpay.com/hc/en-gb or contacting us at [email protected]. Any withdrawal of your consent to receive electronic Communications will be effective only after we have received your request for withdrawal and have a reasonable period of time to process such request. In the meantime, you will continue to receive Communications in electronic form. By withdrawing your consent, you will no longer be able to use the Services. Withdrawing consent to receive marketing communications only does not preclude use of the Services, however. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected, and your previous electronic records will remain accessible for such period as is required under law and in a form that allows the record to be accurately reproduced to all persons who are entitled under law to access the record.
Federal Law. You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that you and we both intend that the E-Sign Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.
Termination/Changes. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.
13. DEFINITIONS.
This outlines some of the capitalized terms used in this Agreement.
“Business Day” means any day on which the customer can conduct business through MoonPay.
“Compliance Program” means the requirements set by MoonPay for collecting, verifying, recording and reporting information about you, upon first accessing certain Services and on an ongoing basis, whether for our business risk-management purposes or to comply with legal requirements applicable to us.
“Confidential Information” includes information about the our business, including product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to you in connection with your use of the Services, and all other information that you knew, or reasonably should have known, was Confidential Information. Confidential Information includes trade secrets as defined under applicable law (which includes the Uniform Trade Secrets Act). Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of this Agreement; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.
“Digital Asset” means any digital asset, tokenised asset, and virtual currency. Digital Asset does not include a derivative of a virtual currency, or a security, as defined under Applicable Law.
“Force Majeure Event” means any event beyond the party’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, failure in bank performance, or equipment or software malfunction including network splits or “forks” or unexpected changes in a computer network upon which the Services rely.
“MoonPay Account” means an account in a customer’s name kept by MoonPay for the benefit of such a customer for use in connection with the Services. For the avoidance of doubt, no MoonPay Account is associated with a Wallet unless on terms explicitly set out in this Agreement the Wallet is linked to one of the foregoing services.
“On Ramp” means the service offered by MoonPay whereby the customer is able to purchase Digital Assets with major fiat payment methods or swap for other Digital Assets, subject to sanctions, AML / CFT and anti-fraud controls. Once a customer “Buy Order” has been properly authorized, MoonPay delivers the purchased Digital Assets to the wallet address nominated by the customer, subject to internal controls.
“Off Ramp” means the service offered by MoonPay whereby the customer sells Digital Assets to Moonpay or swap for other Digital Assets, subject to sanctions, AML/CFT and anti-fraud controls. For a “Sell Order”, once Digital Assets to be sold are received, MoonPay promptly converts the Digital Assets into the user’s desired fiat currency and remits to their bank account, or to the desired Digital Asset, in the case of a swap.
“Restricted Location” means any country, US state and territory not supported by MoonPay, in addition any sanctioned country according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union and any EU Member State, HM Treasury (UK) or equivalent authority.
14. DIGITAL ASSET DISCLOSURES AND RISK FACTORS.
This outlines some of the risks with Digital Assets.
As with any asset, the value of Digital Assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should perform research prior to purchasing Digital Assets and carefully consider whether buying, selling, trading or holding Digital Assets is suitable for you in light of your financial condition.
A schedule of the types of MoonPay fees, which may vary on a per transaction basis, can be found on our Pricing and Fees Disclosures page here. If you are referred to us via a Partner Site, you may be charged a dynamic fee as part of the transaction. We will always notify you of the pricing and fees which apply to your transaction before you authorize the transaction and in each receipt we issue to you.
Digital Assets are not money/legal tender, not currently recognized as legal tender by the United States, are not backed by the United States government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections or any other insurance or guarantee against loss by an agency of the United States. Digital Assets are not insured by a private insurance policy held by MoonPay to protect against theft or loss. Further, any surety bond that MoonPay is required by state regulators to maintain for the benefit of its customers may not be sufficient to cover all losses incurred by its customers. For the avoidance of doubt, MoonPay does not hold or custody your Digital Assets.
Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Once you send Digital Assets to an address, you may lose access to your Digital Assets temporarily or indefinitely. For example, an address may have been entered incorrectly, or an address may belong to an entity that will not return your Digital Assets. Digital Assets mistakenly sent to an address that we do not control may not be recoverable. MoonPay is not responsible or liable for erroneous, accidental, or unauthorized Digital Asset transfers that you effectuate.
Some Digital Asset transactions may be immediately effective when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
The nature of Digital Assets may result in an increased risk of fraud, theft, hack or cyber attack.
MoonPay may provide educational information about Digital Assets in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided through the MoonPay Services does not constitute investment, tax, legal, or other professional advice. MoonPay does not recommend, suggest, advise or endorse that you purchase or sell Digital Assets, or make any purchase of any good or service. Before engaging in any transaction or any other activity, you should consult a qualified professional. MoonPay is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.
You acknowledge that (a) you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for you; (b) you are familiar with the operation of Digital Asset buying, selling and trading, and have the experience required to use the Services; and (c) you assume all liability and responsibility for determining whether using the Services is legal in your jurisdiction and you agree to not use any of the Services if your use is illegal or otherwise prohibited or limited by any rule or regulation. Your use of the Services requires you to assume all attendant risks and MoonPay expressly disclaims any and all liability or responsibility for any such risks. In this Agreement, we list some of the potential risks of your use of the Services and Digital Assets but this list is not intended to cover all potential risks or otherwise be comprehensive and you acknowledge that you may be subject to and liable to significant other potential risks.
The nature of Digital Assets means that any technological difficulties experienced by MoonPay may prevent your access to or use of your Digital Assets.
Hardware, software or connections required to interact with a Digital Assets network might fail or succumb to malware, unauthorized access or malicious attacks. Third parties may obtain unauthorized access to the Services, including, but not limited to, your public and private keys. MoonPay shall not be liable or responsible whatsoever for any communication failures, disruptions, errors, distortions or delays or other potential adverse events or adverse consequences you may experience when using the Services, however caused.
Unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. MoonPay has no control over any cryptocurrency network and shall not be liable or responsible whatsoever for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions or other potential adverse events or adverse consequences you may experience.
When placing an order to buy or sell a Digital Asset, your order will be promptly executed at the price as offered by MoonPay. MoonPay does not make any representation, warranty or guarantee that the prices offered by MoonPay are fair market value, and may, at times, be materially higher or lower than prices available on other platforms or Digital Asset exchanges. The price you are offered by MoonPay may depend on the affiliate partner you purchase through and upon the size of your order. Additionally, the timing of transactions may be affected by matters in the blockchain and the application of the relevant protocols. MoonPay shall not be liable or responsible whatsoever for any such price differences or other potential adverse events or adverse consequences you may experience. Under certain market conditions you may find it difficult to liquidate a position. In such circumstances, the market may not have sufficient demand to meet your request to execute such a transaction.
Legislative, judicial and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets. It is possible that in the future, certain laws, regulations, policies or rules relating to Digital Assets may be implemented, which would directly or indirectly affect or restrict your interaction with MoonPay and your ability to use, transfer or exchange Digital Assets.
The value of a Digital Asset may be derived from the continued willingness of market participants to exchange fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset be materially adversely impacted, otherwise disappear or declines or collapses for an extended period of time.
There can be no assurance that a person who accepts a Digital Asset as payment today will continue to do so in the future.
The volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant losses over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable. The price (which can go up or down and even drop to zero) and liquidity of Digital Assets have been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
By using the Services, you agree that the persons that maintain your accounts and any third parties that interact with your credentials or account data in connection with our service are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our services (including negligence), except to the extent such liability cannot be limited under Applicable Law.
Third parties providing data make no warranties of any kind related to the data provided by our services, whether express, implied, statutory, or otherwise. No data provided by us is an official record of any of your Digital Asset accounts.
15. STATE DISCLOSURES.
U.S. state regulatory disclosures and license information can be found on our Licenses webpage, which is incorporated by reference to this Agreement.
Appendix I - MoonPay Stored Value Account Balance Short Form Disclosure
No overdraft/credit feature.
Your funds are not FDIC or NCUA insured.
For general information about prepaid accounts, visit cfpb.gov/prepaid.
Find details and conditions for all fees and services in the MoonPay Stored Value Account Balance Long Form Disclosures, see below or call 888-651-0727; Mon - Fri (9am - 5pm ET),, or visit the Help Center on the MoonPay website.
Appendix II - MoonPay Stored Value Account Balance Long Form Disclosure
List of all fees for MoonPay Stored Value Account Balance:
Your funds are not FDIC or NCUA insured. Accordingly, should MoonPay USA LLC go bankrupt or otherwise become insolvent, you are not protected by FDIC or NCUA deposit insurance, and could lose some or all of your MoonPay Stored Value Account balance.
No overdraft/credit feature.
Contact MoonPay USA LLC by telephone at 888-651-0727; Mon - Fri (9am - 5pm ET), through the Help Center on the MoonPay website; or write us at: MoonPay, Inc., 8 The Green, Suite B, Dover, DE, 19901.
For general information about prepaid accounts, visit cfpb.gov/prepaid. If you have a complaint about a prepaid account, call the Consumer Financial Protection Bureau at 1-855-411-2372 or visit cfpb.gov/complaint.
See Section 3 (Placing Orders for Digital Assets) for fees associated with placing orders for Digital Assets (including to or from your Stored Value Account).
Termination and Suspension. MoonPay USA may suspend or terminate your ability to originate ACH Entries at any time, with or without prior notice, if (a) required to comply with the Nacha Rules, (b) necessary to comply with applicable law or regulation, or (c) you breach any provision of these Terms, the Nacha Rules, or applicable law. Termination shall not affect MoonPay USA’s right or obligations that accrued before such termination and shall not relieve you of liability for any ACH Entries initiated prior to termination.
Audit and Compliance Rights. MoonPay USA and its financial institutional partners reserve the right, upon reasonable notice, to audit your compliance with these Terms and the Nacha Rules. You agree to provide reasonable cooperation and information in connection with any such audit or investigation related to ACH activity.
Survival. The obligations under this section shall survive termination of your relationship with MoonPay USA to the extent necessary to comply with the Nacha Rules or applicable law.
If ADR Services, Inc. is not available to arbitrate, the parties will mutually select an alternative arbitral forum. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. You may choose to have the arbitration conducted by telephone, video conference, or in person in the county where you live or at another mutually agreed location. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by applicable law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.
If the arbitration award includes any injunction or a monetary award that exceeds $100,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. ADR Services shall administer the appeal consistent with the JAMS Optional Arbitration Appeal Procedures, available as of February 3, 2023 at https://www.jamsadr.com/appeal/.
