Termos de Serviço

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General

These Terms of Service ("the Terms") are a contract and govern your use of the products, services or any other features, technologies or functionalities (the "Services") provided by Whalestack LLC, a private limited company with registered office at 54 Jedności Street, 65-018 Zielona Góra, Poland, company number 0000970546 and Virtual Asset Service Provider number RDWW-311, (“Whalestack“, we, our, or us) through Whalestack’s website, API or through any other means.

The terms “you” and “your” refer to the Merchant to which we will be providing the Services and the person signing below or otherwise agreeing to the Terms on behalf of the Merchant. Please read the Terms carefully; by using the Services, you agree to the Terms and confirm that you accept them.

By registering with Whalestack, you agree that you have read, understood, and accept all of the terms and conditions contained in this document, as well as our Privacy Policy, KYC/AML Policy and Anti-Fraud Policy.

1. Services

We are a cryptocurrency payment processor. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customer (Purchaser). We are not a crypto exchange or a place to purchase or sell cryptocurrencies. Our Services are only available to businesses that sell a product or services or to registered charitable organizations that accept donations. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Purchaser to Whalestack will be considered the same as payment made directly to you and will extinguish the Purchaser's outstanding obligation, to the extent of the payment.

2. Registration

2.1 General

In order to use the Services, you must open a Whalestack account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company's website. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the Merchant) to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your account registration or to later close your Whalestack account, if you do not provide us with accurate, complete, and satisfactory information.

Whalestack is a registered currency exchange company, providing financial services under Virtual Asset Service Provider number RDWW-311, issued by the General Inspector of Financial Information at the Polish Ministry of Finance. As a regulated business, Whalestack, is required to comply with EU laws, which requires Whalestack to verify merchant identities, maintain records of currency transactions and report certain transactions. In the event that a merchant account is closed by Whalestack or at the request of the Merchant, even without completing the on-boarding process or performing a transaction, records must be held as prescribed by law.

2.2 Password

You will choose a password when registering your account. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others we will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not allow other Merchants to use your account. You may not use anyone else’s password at any time.

3. Sales

3.1 Invoices and Records

You must keep all records needed for fulfilling the goods or services sold to the Purchaser and providing any post-sale support to the Purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration. Whalestack is required to maintain records of all documentation and information collected for your Merchant account for the duration that your account is active, and thereafter for a duration defined by law.

3.2 Customer Verification

Consistent with your local laws and regulations, you are solely responsible for obtaining any information required of those who purchase your goods or services. For instance, if applicable law prohibits a sale to persons under the age of 18 years, you must ensure that a Purchaser is at least 18 years of age. Similarly, if applicable law requires that a Purchaser's identity be verified, you must verify the Purchaser's identity. We will not be responsible for your failure to adequately verify your Purchasers' identities or qualifications.

3.3 Representation and Warranties

Use of the Services is subject to the laws and regulations of the European Union regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will comport with such laws and regulations.

Your use of the Services is also subject to the following important restrictions:

1. You are at least eighteen (18) years old or older and have the right, power and contractual capacity to agree to these Terms.
2. Your use of the Services will not contravene any applicable international, federal, state or local law or regulation, including applicable tax laws and regulations.
3. Your use of the Services will not relate to the following prohibited activities:
   1. Sales of illegal narcotics, research chemicals or any controlled substances;
   2. Sales of items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents;
   3. Sales of ammunition, firearms, explosives, or weapons regulated under applicable law or as determined by us;
   4. Sales of transactions that show the personal information of third parties in violation of applicable law;
   5. Sales of transactions that support pyramid, Ponzi, or other "get rich quick" schemes;
   6. Sales of transactions that are related to cloud-mining;
   7. Sales of transactions that provide credit repair or debt settlement services;
   8. Sales of any services which compete with Whalestack;
4. If your use of the Services relates to one of the following restricted activities, your activities are subject to internal review and you are only allowed to transact when expressly authorized by Whalestack in writing:
   1. Engaged in Foreign Exchange, Money Service Business activities (as defined by the Financial Crimes Enforcement Network of the United States Department of the Treasury) or E-wallets;
   2. Providing Currency exchange services;
   3. Transaction that are associated with purchases of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products;
   4. Transactions that involve gambling or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, unless you have obtained our prior written approval and you and your customers are located exclusively in jurisdictions where such activities are permitted by law.

3.4 Our Right to Reject

We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Purchasers, or other parties to harm. If we reasonably suspect that your Whalestack account has been used for an illegal purpose, you authorize us to share information about you, your Whalestack account, and your account activity with law enforcement.

3.4 Our Right to Inspect

We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your Whalestack account.

4. Third Parties

4.1 Your Use of Third-Party Services

In using the Whalestack website or the Services, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or service providers.

4.2 Security

We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law.

5. How we Collect, Use and Share Information

In order to provide the Services, we may share information about you and your Whalestack account with third parties, including but not limited to your bank and Purchasers.

5.1 Verification of Your Identity

In order to verify the information you submit via the account registration process as detailed in Section 2.1 (General) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.

From time to time Whalestack may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.

6. Our Ownership of the Services and the Whalestack Platform

You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the Whalestack website, the content displayed on the website, and other materials produced by and related to Whalestack (collectively, the Whalestack IP). You are only permitted to use the Services and the Whalestack IP to accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the Whalestack IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Whalestack IP or any portion thereof, or use the Whalestack IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the Whalestack IP, nor shall you translate, reverse engineer, decompile or disassemble the Whalestack IP.

7. Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business ("Merchant Content") to Whalestack's promotional materials and all marketing channels. A third party may use Whalestack's publicly-available Merchant Content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third party terms of use.

You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

8. Checkouts & Settlement

8.1 Charge Generation and Exchange Rate Guarantee

Whalestack's hosted checkout UI or APIs shall be used. To create a charge for your Purchaser, you may post a request to Whalestack to collect a specific amount in your local currency, such as Euros or Real, or in any of the supported cryptocurrencies. Whalestack will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Purchaser. Whalestack calculates the exchange rates and factors in market depth using the Stellar Decentralized Exchange. We guarantee the exchange rate to you as long as the Purchaser pays within the proper time window after the charge is created. Charge timeout information is clearly displayed on each Whalestack checkout. While we guarantee the exchange rate as long as the Purchaser pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect EUR 150, and the Purchaser sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly EUR 150, minus our fee if applicable. We do not, however, guarantee the value of the Euro.

For any payments that are made using the supported blockchains, a checkout is considered complete by us after the payment has a reasonable amount of block confirmations or the transaction is final by the blockchain's design. Whalestack is not liable for settling charges with a payment that never receives sufficient block confirmation.

Whalestack maintains a ledger on the Stellar Network. Funds are tokenized, exchanged, and stored on Stellar. Tokenized funds are held in custodial accounts provided by Stellar anchors and/or their partners.

8.2 Fees

8.2.1 Merchant Fees

We charge a service fee for merchants who have processed more than 50 transactions. Fees are deducted during settlement events on the Whalestack platform (e.g. when a checkout completes). Payouts to assets non-native to the Stellar Network incur an anchor fee to cover associated mining fees during the off-ramp transfer. Payouts to bank accounts incur an anchor fee.

8.2.2 Purchaser Fees

Cryptocurrency transactions may require a miner fee. These miner fees are automatically created by the Purchaser’s wallet and sent to the miner. These miner fees are not Whalestack fees. The miner fees paid to the Network are not returned when a refund is executed.

8.3 Methods of Settlement

We will verify the Purchaser’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by Whalestack until settlement to your bank account or crypto wallet can take place. You can receive a settlement in your local currency, in any of the supported cryptocurrencies, or in a mixture of both. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in Bitcoin, then you assume the volatility risk of the Bitcoin value.

8.3.1 Settlements in Local Currencies

Direct deposit to a bank account in a local currency is available to merchants located in certain countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information. Deposits will be executed by our partnering fiat anchors on the Stellar Network. They will charge you the applicable wire fees. Settlements might be initiated from a bank account held in the name of Whalestack or our partnering fiat anchors. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

8.3.1 Settlements in Supported Cryptocurrencies

Any supported cryptocurrency accepted by Whalestack on your behalf must be settled to a cryptocurrency wallet that you provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address on-demand or selected events (such as completed checkouts). Whalestack is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

8.4 Payment Exceptions

In certain situations when an invoice is not fully paid, overpaid, or contains wrong or missing meta information, it will result in a payment exception. You can resolve payment exceptions from the Whalestack merchant dashboard. If the Purchaser requests a refund for a Payment Exception, Whalestack will deduct anchor fees from the refund amount.

8.4.1 Underpayments

Underpayments occur when the Purchaser sends less than the full amount required to mark the invoice as fully paid. Since the invoice is not fully paid or complete, the funds do not get applied to your merchant ledger. Whalestack will send an email to the Purchaser allowing the Purchaser to request a refund for the partial payment. The Purchaser also has the ability to request a refund of the partial payment directly from the invoice. If you want to accept underpayments, you can enable this in your Whalestack merchant dashboard. In this case Whalestack will adjust the checkout settlement price to the amount paid, instead of refunding the underpayment.

8.4.2 Overpayments

Overpayments occur when an invoice receives excess funds. In cases such as this and when no conversion is required you are credited the full payment amount. The excess funds can be refunded via the Whalestack dashboard or the API. In cases when a conversion is required (when the Purchaser pays in Bitcoin and your request settlement in Euro for example) the excess amount is excluded from the minimum amount required for the conversion and applied to Whalestack's community pool, which is used to counter currency fluctuations and exchange rate volatility across all Merchants and Purchasers using the platform. The Purchaser also has the ability to request a refund of the excess funds from our customer support.

8.4.3 Unclaimed Property

If a payment exception is made and Whalestack receives cryptocurrency, and Whalestack is unable to contact you or the Purchaser and has no record of you or the Purchaser's use of the Services for several years, applicable law may require Whalestack to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Whalestack will try to locate you or the Purchaser using the notification information shown in our records, but if Whalestack is unable to locate you or the Purchaser, it may allocate the funds to its community pool. Whalestack may also be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Whalestack reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

8.5 Certain Deferrals

If we need to conduct an investigation or resolve any pending dispute related to your Whalestack account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.

8.6 Account Information

You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.

9. Refunds and Adjustments

9.1 Refund Procedures

Whalestack can facilitate cryptocurrency refunds on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund denominated in your local currency or in a supported cryptocurrency. You are required to maintain a balance sufficient enough to cover potential refund requests. If you do not have a sufficient balance to make a refund, you might be required to make a deposit or refund the payment through other means.

9.1.1 Refund of Payment Exceptions

Whalestack facilitates cryptocurrency refunds for payment exceptions. In such cases a refund shall be initiated via the Whalestack dashboard. Underpaid payments may alternatively be accepted with a discount, also via the dashboard.

9.2 Disclosure of Your Refund Policy

Whalestack is not responsible for Merchant refund policies. We do suggest Merchants have a clear refund policy for their customers (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided). If refunds are permitted, we recommend you to refund the amount of the initial purchase in the currency in which the item was priced.

9.3 Purchaser Complains

Purchasers filing complaints with Whalestack about a purchase will be forwarded to you for resolution. Whalestack reserves the right to terminate accounts which receive excessive complaints.

9.4 Merchant Complaints

Merchants filing complaints regarding our processing service should complaints via email.

10. Account Termination

10.1 Your Right to Close Your Account

These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 14.11 (Survival). You may close your Whalestack account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.

10.2 Our Right to Close or Suspend Your Account

We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your merchant account does not have a paid transaction for more than twelve consecutive months, Whalestack reserves the right to suspend your account, disabling processing capabilities.

10.3 Effect of Account Closure

If your Whalestack account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.

11. Indemnification

You agree to indemnify Whalestack, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.

12. No Warranties

WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

13. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR Whalestack ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14. Miscellaneous

14.1 Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

14.2 Privacy Policy

Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.

14.3 Severability

Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.

14.4 Waivers

Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

14.5 Entire Agreement

This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only, and shall not be considered in interpreting these Terms.

14.6 Notices

You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.

14.7 Governing Law and Arbitration

This contract in all respects shall be governed by and construed in accordance with the laws of Poland and the European Union, without regard to its conflict of laws principles. Any dispute arising in connection with the interpretation or performance of this contract shall be settled by an amicable solution. If no amicable solution can be reached within a period of 30 days from the date of notice, the parties hereby irrevocably agree that all such disputes shall be settled as per arbitration rules of International Chamber of Commerce (ICC) at London, UK by a sole arbitrator. The language of the arbitration proceeding shall be English.

14.8 Amendment

We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your Whalestack account per the termination section of this agreement and discontinue your use of the Services.

14.9 Force Majeure

Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

14.10 Survival

The provisions of Sections 3.3 (Representations and Warranties), 4.2 (Security), 6 (Our Ownership of the Services and the Whalestack Platform), 7 (Advertising), 8.5 (Certain Deferrals), 11 (Indemnification), 12 (No Warranties), 13 (Limitation of Liability), and 14.7 (Governing Law and Arbitration) shall survive the termination of these Terms.

[Last updated: March 16th, 2021]