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These Terms and Conditions (“Terms”) govern the use of the USD Accounts provided by AstroPay Global (IOM) Limited (“AstroPay”, “we”, ”us”, ”our”) which are facilitated through a custodial brokerage account provided by Atomic Brokerage LLC (“Account Provider”). By accessing or using these USD Accounts, you (“you”, ”your”, “User”) agree to comply with and be bound by these Terms. The services described in these Terms are facilitated by the Account Provider for AstroPay.
These Terms supplement the AstroPay Terms and Conditions (the “General Terms”) accepted by you for the usage of your Astropay Wallet, which remain in effect. In the event of any inconsistency or discrepancy between these Terms and the General, these Terms shall prevail, followed by the General Terms.
By using the USD Accounts, you acknowledge that you have read, understood, and agree to be bound by these Terms and the General Terms.
FBO Account: A custodial brokerage account in the name of AstroPay for the benefit of (“FBO”) AstroPay’s Users, which is not a personal account held in the User's name. Your funds are pooled with funds from other AstroPay Users and are held separately from AstroPay’s corporate funds. While the account is pooled, the transaction instructions will reflect the User’s details.
Transfer Instructions: The set of details and authorizations provided by the bank to the client, specifying the recipient's account details, transaction amount, and any relevant routing codes such as ACH, SWIFT or Wire.
Transfer Services: The suite of financial services provided by AstroPay that enables Users to receive funds through ACH, SWIFT, Wire, and/or any other method or rail AstroPay may enable from time to time for USD Accounts. These Transfer Services allow Users to receive payments through USD Accounts made available by AstroPay, with the Account Provider facilitating the process.
USD Account: A designated account number assigned to a single User for facilitating transfers in USD within the FBO account. This account is not a personal account held in the User's name but serves as a transaction gateway where the User's details are reflected in all Transfer Instructions to ensure proper identification.
Wallet: A digital wallet account on AstroPay’s systems that is specific to you, where we record your available balance, data relating to your transactions and other information, from time to time.
Upon your request through our Website & App, your acceptance of these Terms, and your compliance with our KYC standards, AstroPay will facilitate the provision of a USD Account for you and one or more Transfer Instructions that can be used for receiving funds in USD.
2.1 Receiving Funds Using USD Accounts
Funds sent to a User through the Transfer Services, will be deposited into the pooled FBO Account in the name of AstroPay FBO AstroPay Users . These funds will subsequently be credited to the User's Wallet in an equivalent amount. The USD Account made available to facilitate the Transfer Services will be used exclusively to receive the funds and remain with a 0 USD ending balance. The User’s name will be reflected as the payee in the transaction details. By initiating a transaction, the User agrees that any incoming funds will be deposited into the FBO Account for processing before being credited to the User’s Wallet.
2.2 FBO Account
The FBO account is a custodial brokerage account in the name of AstroPay FBO AstroPay’s Users held by the Account Provider/Custodian. While the account is pooled, the instruction for each transaction will reflect the details of the individual User. This ensures that the User’s name is properly identified in all Transfer Instructions.
The available funds associated with your AstroPay USD Account are owned by you and held in a custodial brokerage account provided by Atomic Brokerage LLC for the sole benefit of AstroPay customers. Your funds are combined with the funds of other AstroPay Users in a custodial brokerage account and invests those funds in a cash sweep program. AstroPay will receive the interest on these investments. You are aware that you will not receive any interest or other return on funds held in the custodial brokerage account and you agree that any earnings on funds in the custodial brokerage account belong to AstroPay. These pooled amounts are held apart from AstroPay's corporate funds, and AstroPay will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy.
Your funds in the custodial brokerage account may be, subject to certain conditions, eligible for Federal Deposit Insurance Corporation (FDIC) pass-through insurance but eligibility is not guaranteed. Your funds in the custodial brokerage account are not eligible for protection by the Securities Investor Protection Corporation (SIPC). If you would like more information about the cash sweep program or the program banks, please contact AstroPay.
2.3 Eligible Transactions. Agent-of-Payee Appointment and User Declaration.
(a) Appointment of Agents of Payee. You (in this Section, the “Payee”) hereby appoint AstroPay and Atomic Brokerage LLC (in this Section, the “Appointed Agents”) as your agents for the limited purpose of receiving payments from your employer, customers or other payors for goods or services you provide. This appointment is pre-existing and in writing as of your acceptance of these Terms and remains in effect until your USD Account is closed.
(b) Discharge-upon-Receipt. You authorize the Appointed Agents to hold themselves out to payors as authorized agents to receive such payments on your behalf. You agree that receipt of funds by any Appointed Agent constitutes receipt by you and fully discharges the payor’s payment obligation to you to the extent of the amount received.
(c) User Declaration. Eligible Transactions Only (Sale of Goods/Services). The pay-in feature may be used only for payments for goods or services owed to you and are lawful in nature. You hereby declare that all funds received through this feature represent payments made by third parties in consideration for goods or services provided by you, and not for wallet-funding transfers, nor any other purpose. AstroPay and/or the Account Provider may block, return, or re-route non-eligible payments.
(d) Geographic Availability; Restricted States
The payment services are offered only in jurisdictions where such services may be lawfully provided. Atomic Brokerage LLC does not accept or process payments originating from certain U.S. states or jurisdictions (“Restricted States”). Restricted States include New Jersey, Kansas, Alaska, Georgia, South Dakota, Connecticut, Nevada, and Washington. The list of Restricted States may change from time to time.
If a payment is initiated from a Restricted State, or if the Company later determines that a payment originated from a Restricted State, the payment will not be completed and any funds received will be returned to the payer without interest, less any non-refundable fees where permitted by law.
Users must comply with all Applicable Laws, regulations, and policies (including United States financial regulations) when using the USD Accounts and the Transfer Services. Users are responsible for performing necessary compliance checks and screenings, adhering to all anti-money laundering and terrorist financing regulations.
4.1 User Authentication
AstroPay may implement any type of security measures to verify the identity of Users and protect against unauthorized access. Users are required to comply with such security measures and shall be responsible for any breach of security resulting from their failure to do so.
4.2 Suspicious Activity Monitoring
AstroPay reserves the right to monitor all transactions for suspicious activity. Any transactions deemed suspicious may be delayed, blocked, or reversed at AstroPay's sole discretion. Users agree to cooperate with any investigation related to such activities.
4.3 Security Breach Notification
Users must immediately report any suspected security breaches or unauthorized access to their USD Accounts. In the event of any security breach affecting User data or funds, AstroPay will promptly notify the affected Users and take necessary steps to mitigate the impact of the breach.
5.1 Know Your Customer (KYC) and Anti-Money Laundering (AML)
Users must comply with all KYC and AML requirements as stipulated by AstroPay. AstroPay reserves the right to request additional documentation or information to verify the identity of Users and the legitimacy of their transactions.
5.2 Sanctions and Export Control
Users must ensure that their use of the USD Accounts and the Transfer Services does not violate any applicable sanctions or export control laws. AstroPay reserves the right to terminate or suspend the USD Accounts and the Transfer Services if any such violations are detected.
6.1 Force Majeure Events
AstroPay shall not be liable for any delay or failure in the performance of its obligations under these Terms if such delay or failure is due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, strikes, or interruptions in internet or communications services.
6.2 Notification and Mitigation
In the event of a force majeure occurrence, AstroPay will promptly notify Users of the nature and expected duration of the event and take reasonable steps to mitigate its impact.
Users agree to indemnify and hold harmless AstroPay, the Account Provider and their affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with: Users’ access to or use of the USD Accounts and the Transfer Services.
8.1 Direct Damages.
If we fail to comply with these Terms, we shall be responsible for loss or damage you suffer that is a result of our breach of these Terms or our negligence, but we shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us when you activated your USD Accounts or when requested the Transfer Services. We do not in any way exclude or limit our liability for:
Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
Fraud or fraudulent misrepresentation.
8.2 Indirect Damages Disclaimer
Except as provided in Clause 8.1, we shall not be liable under or in connection with these Terms for:
Any loss of profits, business, revenue, or savings (actual or anticipated), loss of agreements or contracts, loss of opportunity, loss of data, or loss of, or damage to, goodwill or reputation, to the extent that is caused by a failure in the USD Accounts or in the Transfer Services
8.3 Liability for Unauthorized Transactions
Except as provided in Clause 8.1, we shall not be liable for losses relating to any unauthorised transactions resulting from the use of lost or stolen USD Account details or misappropriation of your USD Account, except to the extent that the relevant loss is caused by our breach of these Terms or our failure to authenticate a transaction in accordance with our then published authentication documentation. Otherwise, as set out in the preceding sentence, you shall be liable for losses relating to any unauthorised transactions resulting from the use of lost or stolen USD Account details or misappropriation of your USD Account.
8.4 Liability for Unforeseeable Events
Notwithstanding Clause 8.6, and except as provided in Clause 8.1, we shall not be liable for any unauthorised or incorrectly executed transactions in the event that the transaction was affected by circumstances beyond our reasonable control or where we acted in accordance with a legal or regulatory obligation.
8.5 Rights to Freeze or Offset
Notwithstanding anything to the contrary in this Agreement, we have the rights to (i) freeze the funds transferred to your USD Account and refuse to transfer funds out of your USD Account; or (ii) offset any funds in your USD Account by using your balance in a different currency, if:
AstroPay, acting reasonably, determines that doing so: (i) is likely necessary or prudent to: (1) comply with Applicable Law; or (2) preserve or protect AstroPay’s legal rights or remedies; or (ii) would likely assist with an investigation by AstroPay or any governmental authority; You have breached this Agreement; or You have any unsatisfied debts, obligations, or liabilities to AstroPay.
8.6 Technical Issues and Improper Conduct
Situations, such as internet connectivity issues, latency, or other technical errors, may arise that could cause transactions on AstroPay to not reflect usual business rules accurately. You shall not take advantage of these situations or other errors, bugs, or malfunctions of the Services, or otherwise take any abusive or manipulative trading actions that would provide you with undue commercial advantage or would otherwise not be in good faith. If AstroPay, acting reasonably, determines that you have breached this Clause, AstroPay may: (a) reverse all transactions that are related to such breach; (b) cancel any transaction that is related to such breach; (c) suspend or close your USD Account; or (d) freeze and set-off accordingly any funds available.
8.8 Survival
This Clause shall survive the cancellation of these Terms.
Users agree to AstroPay’s collection, use, and sharing of their personal information as described in the Privacy Policy. Users must comply with all applicable data protection laws and regulations in their use of the USD Accounts and the Transfer Services.
AstroPay reserves the right to terminate or suspend access to the USD Accounts and the Transfer Services at any time, with or without notice, for any reason, including but not limited to a breach of these Terms, or the General Terms. Upon termination, Users must immediately cease all use of the USD Accounts and the Transfer Services and return or destroy all confidential information obtained through the services.
These Terms shall be governed by and construed in accordance with the laws of Isle of Man. Any disputes arising out of or relating to these Terms shall be resolved in the courts of Isle of Man.
AstroPay reserves the right to amend these Terms at any time. Users will be notified of any changes, and continued use of the USD Accounts and the Transfer Services constitutes acceptance of the amended Terms.
13.1 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
13.2 Waiver
The failure of AstroPay to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
13.3 Entire Agreement
These Terms constitute the entire agreement between AstroPay and the User regarding the use of the USD Accounts and the Transfer Services and supersede all prior agreements between the parties regarding the subject matter herein.
13.4 Assignment
Users may not assign or transfer any of their rights or obligations under these Terms without the prior written consent of AstroPay. AstroPay may assign or transfer its rights and obligations under these Terms without restriction.
13.5 Complaints handling
If you wish to make a complaint or a question about the USD Accounts, You can email us at support@astropay.com, with brief details of your complaint and the phone number and email address associated with your AstroPay Account or request our complaint form and send to our service email address on the form.
13.6 Notices
You accept and agree that we may serve notices to you in writing to the email address and/or mobile number linked to your AstroPay Account. You may amend the same from time to time. You agree that we may provide you with notices and other disclosures in connection with your USD Account by email or by posting notices on the website or mobile app.