Vendor terms & conditions

This user agreement is between you (referenced herein as “you”, “your”, or “user”) and Merov Companies and their affiliates (collectively, "Merov.io", Merov, we, us, our). This user agreement (the “Agreement”) governs your use of the services provided by Merov described below (the “Services”) accessible through the Merov website, mobile application, white-label services, and the API (the “Surfaces”). By accessing, using, or attempting to access or use the services, you acknowledge and agree that you have read, understood, and accepted all of the terms and conditions contained in this agreement as well as our Privacy Policy. If you do not agree, you may not access or use the services and must immediately cease any use of the services. We may amend this agreement from time to time by posting a revised version of this agreement to the site and may do so without advance notice to you. Accordingly, please review the agreement posted at this location periodically. Each time you use the services, you agree to be bound by the terms of the agreement in effect at the time of your use thereof. If you do not agree to the revised terms, you are not permitted to use the services.

This agreement contains important provisions including an arbitration provision that requires you and Merov to resolve all disputes by binding arbitration or mediation between buyers/sellers unless you choose to opt out of such provision. Please see the section titled “dispute resolution” below. Unless you opt out of the arbitration/mediation agreement, you waive your right to trial by jury, and you will not be able to bring any claims in state or federal court.

As explained in further detail in the section below entitled “e-sign disclosure and consent,” authorization to electronically receive any communications (defined below) is a condition of access to and use of the services, meaning that if you revoke your consent to receive such communications electronically you understand that you may not continue to access or use the services.

As with any asset, the value of digital currencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding digital currencies is suitable for you in light of your financial condition. Merov 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.

Part A: General Terms

The Services

Merov offers a variety of services to users, each of which is described in the applicable part of this agreement. These include the core services (part B), which allows a user to exchange and transmit fiat and digital currency for the peer-to-peer exchange of goods and services using the site. We do not offer services in all jurisdictions. Additional information regarding the services may be available and obtained through the site. The services, and certain aspects of the services, may, as applicable, be delayed, restricted, forfeited, or ultimately unavailable due to certain laws and regulations governing our services as well as certain circumstances and conditions associated with your use of the services.

Eligibility. In order to use the services, you must be a resident of a jurisdiction we serve and be at least eighteen (18) years of age (or the applicable age of majority and contractual capacity in the jurisdiction in which you reside).

Identity Verification

In order to use the services, you agree to provide us with the information we request for the purposes of verifying your identity and detecting potential money laundering, terrorist financing, fraud or other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the services. Your access to the services and the limits that apply to your use of the services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Merov or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your daat. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide to us changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. See our Privacy Policy for how we treat your data.

OFAC screening and Sanctions

Merov complies with the economic sanctions programs administered by the U.S. Department of the treasury’s office of foreign assets control (“OFAC“). As part of the identity verification process, Merov will check your information against the OFAC specially designated nationals and blocked persons list (“SDN List“) and ensure that you are not operating in a jurisdiction subject to sanctions. Merov will periodically check the information you provide to us against the SDN list to comply with our obligations under federal law. Merov is not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.

Prohibited Activities

You are responsible for complying with applicable law, including state and federal laws and regulations regarding money laundering, terrorist financing, and money transfer and remittance. You are responsible for understanding and abiding by the laws and regulations of each jurisdiction in which you use the services.

Service Limitations

Except as required by law, we may, without notice and without liability to you, suspend or terminate access to, or refuse to provide, any services at any time in our sole discretion, including with limitation:

If we believe, in our sole discretion, you directly or indirectly use, or attempt to use, the services for any unlawful or improper purpose;

If we believe you have engaged in any activity that is prohibited on the site;

If you provide any incomplete, incorrect or false information to us;

If you attempt to tamper, hack, modify or otherwise corrupt the security or functionality of the site or the services;

If we believe that your use of any method of payment is unauthorized, or if your method of payment does not have sufficient available funds (or credit, as applicable), or that has expired, or if your method of payment is declined or your payment is blocked or reversed for any reason;

If you have breached any portion of this agreement;

If we determine such action is necessary to comply with this agreement, any of our policies, procedures or practices, or any law, rule or regulation; and/or

Fees

Merov charges certain fees for the services, which are described in the applicable part of this agreement. Any fees imposed will also be displayed to you as part of the transaction process. Merov is not responsible for any fees charged by a third party.

Errors and Refunds

Merov may provide refunds in certain circumstances in its sole discretion. If you believe an error has occurred or you would like to cancel your transaction, please contact us at support@merov.io.

Third Party Delays or Errors

Merov is not responsible for any delays or errors in the provision of the services by third-parties using the Surfaces.

Notice

Any notice required to be given by Merov under this agreement, or otherwise, may be provided to you by email to support@merov.io. Merov may broadcast, distribute or display notices or messages through the site or via email to inform you of changes to this agreement, the services, the Privacy Policy or other matters of importance. Such broadcasts, distributions or displays of information shall constitute notice to you. Your continued use of the site or the services subsequent to such notification shall be deemed an acknowledgement and acceptance thereof.

All collection, sharing, and use of data regarding access to the site and usage of the services is governed by our Privacy Policy.

Intellectual Property

Merov reserves all rights in and to the Surfaces and services and all related intellectual property. “Merov,” and all associated logos, trademarks or other identifiers displayed within the site are the sole property of Merov or its licensors. You acknowledge that, as between you and Merov, all rights, title and interest, including all copyright, trademark, patent, trade secret and other intellectual property or proprietary rights, related to the site (including all modifications, improvements, upgrades, and derivative works thereof) belong exclusively to Merov. You shall honor and comply with any and all contractual, statutory or common law rights of Merov, as well as any applicable third parties, arising out of or relating to the provision or use of the site or services.

Interactions with Third Parties

Any website that is accessible via link embedded in the site that redirects you from the site are not within Merov’s control and we are not responsible for the content, products, services, or terms of any linked website. All such websites are subject to the terms, conditions, policies, and procedures of the owners of such websites and not this agreement. Accordingly, Merov hereby expressly disclaims and shall not have any liability or responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on any such websites accessible through links on the site.

Termination

Merov, in its sole discretion, may suspend or terminate your access to or use of the services, for any reason, including, without limitation, if we receive a facially valid subpoena, court order or other binding order from a government authority requiring us to do so or if we believe you have violated this agreement, in letter or in spirit. Merov may also, in its sole discretion, discontinue providing the services, or any part thereof, with or without notice. All provisions of this agreement which, according to their terms or their nature, should survive termination, including, without limitation, provisions with respect to limitation or liability and disclaimer of warranties, shall survive.

Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold Merov, its affiliates, and its parent, subsidiaries, officers, employees, contractors, service providers, agents, directors, managers, equity owners, successors and assigns (collectively, the “Merov group”), as applicable, harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your use of the services, the violation of this agreement by you, the infringement by you (or anyone accessing the site using your account) of any intellectual property or other right of any person or entity or violation of any applicable law or regulation.

Limitation of Liability

In addition, to the fullest extent permitted by law, Merov shall not be liable for any indirect, incidental, special or consequential damages, including but not limited to damages for loss of profits, use, data or other intangibles, even if Merov has been advised of the possibility of such damages, including damages resulting from (i) the use or the inability to use the services; (ii) the cost of procurement of substitute services; or (iii) unauthorized access to your account or alteration of your account or data. You specifically agree that Merov is not responsible or liable to you or anyone else for any loss of, on, or through the site or the services, or for any infringement or violation of your rights by any other party, including but not limited to intellectual property rights, rights of publicity, or rights of privacy. Merov is not liable for any changes in value in digital currency or fiat currency. Merov’s total liability to you for breach of contract and for any and all other claims (including tort claims) arising out of or in connection with this agreement, the site or the services, shall not exceed the total amount of all payments made by you to Merov hereunder. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, therefore some of the above limitations may not apply to you.

Disclaimer of Warranties

You expressly agree that your use of the site and services are at your sole risk and expense and subject to this agreement, any applicable law, and any additional terms and conditions imposed by any issuer of digital currency or other third party. The Surfaces and services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Merov expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement or any other implied warranty under the uniform computer information transactions act as enacted by any state. Merov makes no warranty that the site or services will meet your requirements, or that the site or services will be uninterrupted, timely, secure, or error free. Merov makes no warranty regarding any transactions entered into through the site. No information, whether oral or written, obtained by you from the Merov group shall create any warranty not expressly made herein.

General Terms

This agreement constitutes the entire agreement between you and Merov and governs your use of the services, superseding any prior agreements between you and Merov with respect to your use of the site and services. You may also be subject to additional terms and conditions that may apply when you use third party services in conjunction with your use of the services, and you represent and warrant that you will comply with all such additional terms and conditions.

Governing law and Disputes

This agreement is governed by and construed in accordance with the laws of the state of Delaware, excluding its conflicts of laws provisions.

Waiver

Merov’s failure to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Merov in writing.

Force Majeure

No party shall be liable for failure or delay in performing obligations set forth in this agreement, and no party shall be deemed in breach of such obligations, if such failure or delay is due to natural disasters or any cause reasonably beyond the control of such party.

Third party beneficiaries

The provisions of this agreement are solely for the benefit of you and Merov, and, except as specifically provided herein, no third party (including creditors of any party) may seek to enforce, or benefit from, these provisions, or seek redress for any breach or other damage, alleged or proved, under this agreement.

Modification of terms

Merov reserves the right to modify or discontinue all or any portion of the services with or without notice to you. Merov will not be liable to you if we modify or discontinue all or any portion of the services. Merov may change the terms and conditions of this agreement at any time in its sole discretion. Your continued use of the site or the services subsequent to such modification shall be deemed an acknowledgment and acceptance thereof.

Assignment

You may not assign any rights and/or licenses granted under this agreement. We reserve the right to assign our rights without restriction, including without limitation to any Merov’s affiliates or subsidiaries, or to any successor in interest of any business associated with the services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. In the event that Merov is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Relationship of the Parties

Merov is an independent contractor for all purposes. Nothing in this agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Merov to be treated as partners, joint venturers, or otherwise as joint associates for profit, or either you or Merov to be treated as the agent of the other.

Contact information

If you have any questions regarding this agreement and/or the site, please ontact Merov at support@merov.io.

E-sign Disclosure Consent

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: (i) 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; (ii) customer service communications; (iii) Privacy Policies and notices; (iv) changes to this agreement, (v) statements, information and records regarding your transactions; (vi) information regarding the debiting or charging, as applicable of your selected payment method; (vii) any and all legally required error resolution policies, and responses to claims filed in connection with your access to or use of the services; (viii) any other communications related to your access to and/or use of the services, and (ix) 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.”

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 e-mail, (ii) by access to a web site that we will designate in an e-mail notice we send to you at the time the information is available, or (iii) to the extent permitted by law, on the site 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 e-mail 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 e-mail account or a commercially available internet browser.

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.

Part B: Merov Core Services

This part B provides the terms of use applicable to your use of the core services (defined below) and is part of this agreement. Unless otherwise specified herein, the terms of part A are incorporated into this part B.

Description of core services

Merov enables users to: (i) exchange fiat and/or digital currency for the exchange of goods and services; (ii) Merov provides escrow services to facilitate the sale of goods and services for vendors and customers, and (iii) Merov provides value added services including storage, cleaning, repair, and checkout of electronic goods sold on the marketplace.

Eligibility

In order to use the core services, you must have and use a valid account. For more information, see section 2 below for account creation and validation.

Service Limitations

Except as required by law, we may, without notice and without liability to you, suspend or deactivate your account (defined below), or otherwise suspend or terminate access to, or refuse to provide, the core services at any time in our sole discretion, including without limitation:

If we determine that your account is inactive, or if your account has been subject to excessive (as determined in our sole discretion) reversed or rejected transactions or chargebacks.

You agree that we will not be held responsible or liable to you or any other person for such action except as required by law. The above are in addition to those scenarios set forth in section 3(b) of part a.

Your Account

In order to use the core services, you must create an account with Merov (“account”). In order to create an account, you agree to follow the process set forth in section 2 of Part A. If you are creating an account on behalf of an entity, you confirm that you are authorized to enter into this agreement on behalf of such entity.

Account security

You are responsible for maintaining the confidentiality of your account credentials and are fully responsible for any and all activities that occur under your account. You agree to notify Merov immediately if you know or suspect unauthorized use of your account or any other security breach you know or suspect, such as loss, theft, unauthorized disclosure or use of your account or password. Merov is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords, private keys, or any unauthorized use of your account. While Merov has endeavored to create a secure and reliable site and core services, you should understand that the confidentiality of any communication or material transmitted to/from the site or core services over the internet or other form of global communication network cannot be guaranteed. Accordingly, Merov is not responsible for the accuracy, reliability, or security of any information transmitted to or from the site or core services.

Wallets

Upon creation of your account, Merov will provide you with the ability to create listings of products and service for sale or purchase. Upon a successful agreement of sale, Merov provides digital currency wallets to enable escrow services. You can use the core services and your Merov escrow wallet to transfer digital currencies according to the agreed upon transaction.

Any fiat or digital currency held in your Merov escrow wallet is not insured to you by the federal deposit insurance corporation, the securities investor protection corporation, the financial services compensation scheme or other government or private insurance entity.

Each digital currency wallet consists of an account established for you on our books and records, which shows the amount of each type of digital currency that we hold on your behalf. We maintain separate wallets for the various digital currencies we offer. We hold these digital currencies in a pooled manner on your behalf and maintain a sub-account ledger noting the amount of each digital currency we hold for you. We securely store our private keys, which we use to access your digital wallet, conduct transactions and transfer digital currency to and from your digital wallet.

You can only add digital currency to your escrow wallet according to a confirmed purchase on the Merov platform. The Merov escrow wallet can not be used to store cryptocurrency outside the scope of a transaction. You can transfer digital currency into the escrow wallet from an external, third-party provided digital currency wallet (an “external wallet”) or (ii) receive digital currency in settlement of an approved transaction from the escrow wallet into a wallet address you specify. You may transfer digital currency to your escrow currency wallet by logging into your account and navigating to the payments method settings page to see your deposit addresses and to transfer digital currency to your escrow wallet from one or more external wallets. Once that transfer request is submitted to us, Merov creates a transaction transferring the requested digital currency from your external wallet to the unique address associated with the escrow wallet and submits the transfer to the blockchain for validation. Upon validation and transfer of the digital currency from the external wallet to our escrow wallet identified by the unique address, Merov is notified with the relevant amount and type of digital currency. All of these steps usually take place immediately.

Transferring digital currency from your Merov wallet

You may NOT transfer digital currency from your escrow wallet to an external wallet. In the event a purchase agreement does not complete successfully, Merov will reverse the transaction and return the funds stored in our escrow wallet to you by initiating the requested transfer by submitting the authenticated transaction to the blockchain for validation. Upon validation, the return of the relevant digital currency from our escrow wallet to your external wallet is complete.

Taxes

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the core services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your account(s).

Security Interest

As security for the performance of your obligations under this agreement, you grant to Merov a lien on, and security interest in and to, any balance held in your Merov escrow wallet(s).

Fines, Fees, and Other Penalties

Your responsibility to Merov for fines, fees and other penalties. You are responsible for and agree to pay to Merov any fines, fees, levies or other amounts that may be imposed by any governmental entity or other third party as a result of your use of the services or violation of this agreement. Merov will promptly notify you of any such amounts due, the cause thereof and the parties involved. The rights in this section 8 are in addition to the other rights and remedies in this agreement, including section 12 of part A (indemnification).

Fees

Merov may charge: (i) a percentage-based fee, which is disclosed to you prior to each transaction; and (ii) a transfer fee, which is disclosed to you prior to each request to each transaction. Your financial institution or external wallet provider may also impose a fee to transfer currency to your Merov escrow wallet(s). Merov is not responsible for any fees charged by a third party. In addition, it is your responsibility to ensure you have sufficient funds or digital currency in your designated bank account or external wallet to complete any transfer(s) to your Merov escrow wallet(s). You are responsible for any non-sufficient funds or overdraft fees imposed by third parties.

Termination

You may terminate your account at any time and for any reason by submitting a request to support@merov.io. Merov will notify you by email when your account is closed. Upon termination, your right to use the core services and access to your account will immediately end. Merov, in its sole discretion, may suspend or terminate your account or use of the core services, for any reason, including, without limitation, if we receive a facially valid subpoena, court order or other binding order from a government authority requiring us to do so or if we believe you have violated this agreement, in letter or in spirit. Merov may also, in its sole discretion, discontinue providing the core services, or any part thereof, with or without notice. Any balance in your Merov escrow wallet(s) will be returned to you upon terminating your account.

Part C: Digital Goods and Services

Merov has partnered with certain third-parties who offer marketplaces or other platform for the purchase and sale of digital goods and services. Merov has no control over and is not responsible for any activity conducted by you or other parties. You acknowledge and agree that you are solely responsible and liable for your use of digital good or services, and all of your related acts or omissions. Merov makes no representations or warranties, express or implied, written or oral, made by or on behalf or in connection with any digital good or service, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security suitability or fitness for any particular purpose, workmanship or technical quality of any NFT.

Purchase and Sale

You are solely responsible for verifying the rights and authenticity of any digital good or service you purchase, as well as any included transfer of rights, rights to sell, interest in copyrights, and other intellectual property rights applicable to any digital good or service purchased through Merov Surfaces. Merov is not responsible for and does not verify any descriptions of digital goods and services provided on Merov Surfaces. To the fullest extent permitted by law, Merov disclaims all warranties and liabilities with respect to any digital good or service purchased through Merov Surfaces. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through Merov Surfaces, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.