TERMS AND CONDITIONS
These Terms and Conditions of Service ("TC") are between you (also referred to herein as "User" or "Customer") and City Pay LLC ("City Pay", "we", "us", and "our"). Please read the TC carefully, as they are binding and govern your use of our services and our website - https://www.CityPay.io/ ("Platform").
By accessing or using our services or Platform, or by creating an account, you agree to the TC.
1. DEFINITIONS
1.1. Words used in the TC shall have the following meaning unless the context otherwise requires:
AML/CFT - anti-money laundering and counter-terrorism financing;
City Pay Coin – Virtual Asset pegged to GEL, USD or EUR to maintain a stable value issued by City Pay;
Communications – any and all communications, including but not limited to notices, agreements, documents, notices and disclosures;
ICO – initial coin offering, the event during which the User can purchase City Pay Coin;
Law – applicable laws of Georgia;
Partner Bank – commercial bank legally operating and registered under the laws of Georgia with which City Pay has established a contractual relationship to facilitate the provision of the Services;
Partner PSP – payment service provider legally operating and registered under the laws of Georgia with which City Pay has established a contractual relationship to facilitate the provision of the Services;
Partner VASPs -– virtual service providers with which City Pay has established a contractual relationship to facilitate the provision of the Services;
Services – storage, buy, sell and exchange of a virtual asset;
Supported Fiat Currency – GEL, USD, EUR;
Supported Merchant – a merchant who has an account on the Platform or a client of the Partner PSPs and which uses the services offered by City Pay;
Supported Virtual Asset – BTC, BTC Lightning, LTC, Polygon USDT, Tron USDT, BCH, BTG, EURT and GELC
VASP – virtual asset service provider
Virtual Asset - a digital representation of value that is interchangeable and not unique, serving as an object for transfer or trade in digital form and used for investment and/or payment purposes. A virtual asset does not include the digital representation of cash, securities, and other financial instruments
Virtual Asset Wallet – User's virtual asset wallet created on the Platform or on the platforms of the Partner VASPs.
2. NO INVESTMENT ADVICE, BROKERAGE OR INSURANCE
2.1. No Investment. For the avoidance of doubt, City Pay does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any payment or transaction is appropriate for you based on your personal objectives, financial circumstances and risk tolerance. Any information provided on the Platform does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the Platform's content as such. City Pay does not recommend that any Virtual Asset should be bought, earned, sold, or held by you. City Pay will not be held responsible for the decisions you make to buy, sell, or hold Virtual Assets based on the information provided by City Pay.
2.1. No Brokerage. City Pay does not broker trades on your behalf. All trades on the Platform are executed automatically, based on the parameters of your order instructions.
2.1. No Insurance. City Pay is not a bank or other depository institution. Your account is not a deposit account or bank account. Your account and Virtual Assets are not covered by insurance against losses or protections of any comparable organization within industry.
3. ACKNOWLEDGEMENT OF RISK
3.1. The value of Virtual Assets may fluctuate, leading to potential gains or losses. There is a significant risk of financial loss when buying, selling, holding, or investing in Virtual Assets. It is advisable to consult your financial advisor, legal, or tax professional to evaluate your specific situation and financial condition, and to determine whether trading or holding Virtual Assets is appropriate for you.
4. Account Setup
4.1. Eligibility. To be eligible to use the Services or the Platform, you must be at least 18 years old.
4.1. Power and authority. By setting up the account on the Platform or using the Services, you confirm that you have the full power and authority to agree to the TC without breaching any other agreements you have made, and that you have not been prohibited from using our Services.
4.1. Registration and Verification. You must register for a City Pay account to use the Services. You will need to complete certain identification procedures through SumSub verification platform before you are permitted to use the Services. By registering or using an account you agree and represent that you have created your account, and you will use your account only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from such third party. You are fully responsible for all activity that occurs under your account.
4.1. Account Management. We may, in our sole discretion, refuse to open an account, suspend or terminate any account, suspend or terminate the sending of Virtual Assets from your account, or suspend or terminate the trading of Virtual Assets in your account in accordance with the Law.
4.1. Consent to Access, Processing and Storage of User's Personal Data. During the registration process for your account, or at any other time deemed necessary by City Pay, you agree to provide the information we request for identification, provision of Services, AML/CFT purposes, detection of fraud or other financial crimes. You also permit us to maintain a record of this information. The requested information may include personal details such as your name, address, telephone number, email address, date of birth, taxpayer identification number, biometric information and bank account information (such as the bank's name, account type, routing number, and account number). See our Privacy Policy for more information on how we process your personal data and the rights you have in respect of this.
4.1. Access. The Services can be accessed directly through the Platform. During periods of significant volatility or high volume, access to the Services may become degraded or unavailable, potentially causing significant delays in support response times. While we strive to provide excellent service, we do not guarantee uninterrupted availability of the Platform or other Services, nor do we guarantee that any order will be executed, accepted, or remain open. City Pay is not liable for any losses resulting from delays in processing transactions, inability to execute transactions, or lack of timely response from City Pay customer support. Furthermore, City Pay is not liable for any alleged losses you may incur due to a drop or increase in Virtual Asset values or prices.
5. ICO
5.1. City Pay Coin Name: GELC, USDC and EURC
5.1. Pegged Asset: GEL, USD or EUR
5.1. Supported Cryptocurrencies: BTC, BTC Lightning, LTC, Polygon USDT, Tron USDT, BCH, BTG and EURT
5.1. Supported Fiat: GEL, USD or EUR
5.1. Purchase Procedure: User can purchase the City Pay Coin through the Platform by sending the supported cryptocurrencies or supported fiat to the designated wallet or bank account address set out in Section 12.3 of the TC. Upon receipt of payment, the corresponding amount of City Pay Coin will be issued to the User's wallet immediately.
5.1. Limits. Limits of purchase of City Pay Coin will be subject to the agreement between you and City Pay.
6. WALLET SERVICES
6.1. Wallet Services. As part of your account, City Pay will provide you with a Virtual Asset wallet for holding Supported Virtual Assets. City Pay has a provider of wallet software and non-custodial wallet services is (Partner). In particular, Partner provides City Pay with tools to create non-custodial wallets for the Supported Virtual Assets via API and web interface. Partner holds a minority of the cryptographic keys needed to access and manage the wallet, while City Pay remains the holder of the majority keys. Virtual Asset Wallet allows you to store, track, transfer and manage your balances of Supported Virtual Assets.
6.1. Supported Virtual Assets. Your Virtual Asset Wallet created on the Platform is intended solely for proper use of Supported Virtual Assets. Under no circumstances should you attempt to use your Virtual Asset Wallet created on the Platform to store, send, request, or receive any assets other than Supported Virtual Assets. We assume no responsibility in connection with any attempt to use your Virtual Asset Wallet created on the Platform with Virtual Assets that we do not support. You acknowledge and agree that City Pay is not liable for any unsupported Virtual Asset that is sent to a wallet associated with your account on the Platform. City Pay may in its sole discretion terminate support for any particular Virtual Asset.
6.1. Virtual Asset Custody and Title. All Supported Virtual Assets held in your Virtual Asset Wallet are custodial assets held by City Pay for your benefit. However, as set out in Section as a non-custodial wallet service provider Partner holds a minority of the cryptographic keys.
6.1. Ownership. Title to Supported Virtual Assets shall at all times remain with you and shall not be to City Pay. All interests in Virtual Assets we hold for Virtual Asset Wallets are held for Customers, are not property of City Pay, and are not subject to claims of City Pay's creditors. As owner of the Supported Virtual Assets in your Virtual Asset Wallet, you shall bear all risk of loss of such Supported Virtual Assets. City Pay shall have no liability for Supported Virtual Asset fluctuations or loss. None of the Supported Virtual Assets in your Virtual Asset Wallet are the property of, or shall or may be loaned to, City Pay; City Pay does not represent or treat assets in User's Virtual Assets as belonging to City Pay. City Pay may not grant a security interest in the Supported Virtual Assets held in your Virtual Asset Wallet. Except as required by Law, or except as provided herein, City Pay will not sell, transfer, loan, or otherwise alienate Supported Virtual Assets in your Virtual Asset Wallet unless instructed by you.
6.1. Control. User controls the Virtual Assets held in their Virtual Asset Wallet created on the Platform. At any time, subject to outages, downtime, Protocol requirements, time to conduct blockchain operations to fulfill your request, and other applicable policies.
7. CONVERSION AND TRANSFER SERVICES
7.1. Exchange. User may initiate a request to exchange the Supported Virtual Assets which the User has in their Virtual Asset Wallet created on the Platform or on the platform of the Partner VASPs to the Supported Fiat Currency. For that purpose, the User shall provide accurate and complete information, including the amount of Supported Virtual Assets to be exchanged, Virtual Asset Wallet address and the bank account details for the transfer of respective Supported Fiat Currency. Upon successful exchange of the Supported Virtual Assets to the Supported Fiat Currency, City Pay will transfer the Fiat to the User's designated bank account. The User is responsible for providing accurate bank account details. City Pay shall not be liable for any losses resulting from incorrect bank account information provided by the User. The transfer of respective fiat to the User's bank account may take a certain amount of time, depending on the banking system and processing times of the User's bank.
7.1. Initiating Conversion with Supported Merchant. Users can initiate a conversion of their Supported Virtual Assets to the Supported Fiat Currency in order to acquire goods or services from the Supported Merchant through (1) City Pay's POS terminal on which the User may scan QR code that will connect the User to its Virtual Asset Wallet created on the Platform or on the platform of the Partner VASPs; (2) link (3) E-commerce website of the Supported Merchant.
7.1. Transfer to Supported Merchant. Once City Pay converts the User's Supported Virtual Assets to the Supported Fiat Currency, respective fiat amount will be transferred to Partner PSP or Partner Bank which will transfer the respective amount to the Supported Merchant's account.
7.1. Transaction Fees. Transaction fees may apply and will be disclosed at the time of the transaction.
7.1. Conversion Rates. Exchange and conversion rates are determined by CityPay at the time of the transaction and may vary.
7.1. Revocation. When you give us instructions to convert the Supported Virtual Assets to the Supported Fiat Currency you cannot withdraw your consent to that transaction.
7.1. Unauthorized and Incorrect Transactions. When a Virtual Asset conversion occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us through the communication channels set out in Section 10.1. It is important that you regularly check your Virtual Asset Wallet and your transaction history to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. Reporting an unauthorized transaction does not guarantee that City Pay will be able to reverse the transaction or reimburse you for the transaction.
7.1. Reversals and Cancellations. You cannot cancel, reverse, or change any initiated transaction marked as complete or pending.
7.1. Buying Other Virtual Assets. Users may purchase Supported Virtual Assets using other Supported Virtual Assets through the Platform. To initiate a purchase, Users must select the desired Virtual Asset to purchase and specify the Virtual Asset to be used for payment. The Platform will provide a quote for the exchange rate and any applicable fees at the time of the transaction request. Exchange rates and fees are subject to change and may vary based on market conditions. Upon confirming the transaction, the specified amount of the Virtual Asset used for payment will be deducted from the User's Virtual Asset Wallet. The purchased Virtual Asset will be credited to the User's Virtual Asset Wallet upon successful completion of the transaction. We recommend customers to send a small amount of Supported Virtual Assets as a test before sending a significant amount of Supported Virtual Assets.
7.1. Refund and Charge Back. In case the Supported Merchant initiates refund on the Platform, the Customer will receive City Pay Coin equal to the refunded amount to their account minus transaction fee.
8. GENERAL OBLIGATIONS
8.1. Password Security. You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Platform or the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your account by third-parties and the loss or theft of any Virtual Assets held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your account in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your account. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of City Pay. We further assume no responsibility for your failure to follow or act on any notices or alerts that we may send to you.
8.1. Website Accuracy. The Platform may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions.
8.1. Accurate Information. It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if we send you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we shall be deemed to have provided the communication to you.
9. SUSPENSION AND CANCELLATION
9.1. Our Right to Suspension, Termination and Cancellation. We may suspend, restrict, or terminate your access to any or all of the Services, and/or deactivate or cancel your account(s), with immediate effect for any reason at our sole discretion in accordance with the Law and are under no obligation to disclose the details of our decision to take such action with you. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your account for any reason in our sole discretion, may be based on confidential criteria that are essential to our AML/CFT and other risk management and security policies. You agree that we are under no obligation to disclose the details of its AML/CFT, risk management and security procedures to you. You will be permitted to transfer Supported Virtual Assets or funds associated with your Virtual Asset Wallet(s) within a reasonable time after account deactivation or cancellation unless such transfer is otherwise prohibited under applicable law.
9.1. Your Right to Suspension, Termination and Cancellation. You may at any time suspend or cancel your account on the Platform. If you have virtual assets on your balance, you must withdraw them in accordance with our procedures and instructions. Failure to do so will grant us the right to retain the assets for a specified period.
10. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS AND DISPUTE RESOLUTION
10.1. Contact Us. If you have feedback or questions, contact us via our customer support or through the following communication channels:
Email: contact@citypay.io
TEL: +995 598 52 20 00
Chat: Citypay.io
Address: Georgia, Tbilisi, Saburtalo District, Mikheil Tamarashvili Avenue, N 13T, Floor 2, Block "A", Office Space
10.1. Complaint Process. If you have a complaint with City Pay, you agree to first contact City Pay through our support team to attempt to resolve any such dispute amicably.
10.1. Court. If we cannot resolve the dispute through our support, you agree to refer the dispute to the courts of Georgia for final resolution of the dispute.
11. LIABILITIES AND INDEMNIFICATION
11.1. If you have a dispute with one or more users of our Services, you release City Pay, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold City Pay, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of the TC or your violation of any law, rule or regulation, or the rights of any third party.
12. GENERAL PROVISIONS
12.1. Amendment. We may amend or modify the TC at any time by posting the revised agreement on the Platform. The revised TC shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of revised TC constitutes your acceptance of such revised TC. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.
12.1. Communication. You agree and consent to receive electronically all Communications that we provide in connection with your account(s) and your use of Services. We will provide these Communications to you by posting them on the Platform, emailing them to you at the primary email address listed in your profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
12.1. Bank Account. City Pay's bank account details are as follows:
Bank: Bank of Georgia JSC
Bank Account Number: GE248G0000000161522353
12.1. Entire Agreement. The TC comprise the entire understanding and agreement between you and City Pay as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of the TC), between you and City Pay.
12.1. Headings. Section headings in the TC are for convenience only and shall not govern the meaning or interpretation of any provision of the TC.
12.1. Privacy. Please read our Privacy Policy for information about how we collect, use, and share your personal information. Our Privacy Policy is incorporated into the TC by reference.
12.1. Severability. If any provision of the TC shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local or state government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of the TC shall not be affected.
12.1. Survival. All provisions of the TC which by their nature extend beyond the expiration or termination of the TC, including, without limitation, sections pertaining to suspension or termination, account cancellation, general use of the Platform, disputes with City Pay, and general provisions, shall survive the termination or expiration of the TC.
12.1. Governing Law. You agree that the laws of Georgia will govern the TC and any dispute.
12.1. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
12.1. Relationship of the Parties. City Pay is an independent contractor for all purposes. Nothing in the TC is intended to or shall operate to create a partnership or joint venture between you and City Pay, or authorize you to act as agent of City Pay.
12.1. Language. The TC is provided in Georgian and English. In case of discrepancy, Georgian shall prevail unless otherwise agreed between the Parties.