Terms of Service

These Terms of Service are an agreement between you and Vezmo Technology, Inc. (“Vezmo”, “we”, “us”), a Delaware corporation. “You” means the business that opens a Vezmo account. The person who accepts these terms for it confirms they are authorised to bind the business, including to arbitration, and agrees personally to “Disputes and arbitration” for claims about the Services. They are not personally liable for the business’s debts, unless the business is a sole proprietorship or they sign a separate guarantee. These terms cover our website, app, APIs and SDKs, and every Vezmo service (the “Services”).

Depending on what you use, these also form part of your agreement:

If documents conflict, the terms for a specific service apply to that service, then these Terms, then our policies. But these sections of these Terms apply to every Service and every document listed above, and win over anything different in them unless that document names the section it replaces: “Fees and taxes”, “Payments, payouts and reserves”, “Fraud, holds and investigations”, “Limitation of liability”, “Disputes and arbitration”, “Governing law” and “Changes to these terms”. For sales where Vezmo is merchant of record, for card-network and settlement purposes only, the Seller Agreement applies over the VezmoPay Merchant Agreement. Where a partner requires you to accept its own terms for a service, those govern only your relationship with that partner, not with Vezmo. Where another Vezmo document refers to our “Terms & Conditions”, it means these Terms of Service.

Our Privacy Policy and Cookie Policy explain how we handle personal information, and our Complaints Policy how we handle complaints. They are notices, not part of this agreement.

If you only pay a business through a Vezmo checkout or payment link, the Terms of Sale and our Privacy Policy apply to that payment, not these Terms.

Give us accurate, complete information and keep it up to date. Keep your sign-in details, passkeys and devices secure. You are responsible for everything done through your account, including by team members you invite and the roles you give them.

Tell us at once if you think someone has accessed your account without permission.

The law and our partners require us to know who we work with. Before you can use payments, Vezmo Accounts, stablecoin or cards, and at any time afterwards, we may ask you to verify your business, its owners and directors, and the people using it. This can include ID documents, a video selfie, business documents, and information about your customers, your income and where your funds come from.

Answer our requests truthfully and by the deadline we give. If you don’t, or we can’t verify you, we may limit or pause Services, hold payouts, or close your account. We may check what you tell us with third parties, such as identity and screening services and public registries.

You confirm, each time you use the Services, that:

If any of this stops being true, tell us at once.

We may add, change, pause or stop any feature or Service, or change how it works, at any time. If we stop a paid Service you use, we give you at least 30 days’ notice. We may act sooner, or at once, where the law, a court, a regulator, a partner or a card network requires it, or to protect you, others or Vezmo from fraud, security or legal risk. Features marked as beta, preview or early access are provided as they are, and may change or end at any time without notice.

We decide, at our discretion, whether to approve you for a Service, which features and limits you get, and whether to keep offering them. We don’t have to give reasons where the law or a partner prevents it.

Vezmo is a financial technology company, not a bank. Banking, stablecoin and card services are provided by regulated partners & Banks, such as payment processors, account and money-movement providers, stablecoin providers, card issuers and card networks. Parts of the Services are provided under our partners’ licences, not Vezmo’s.

Money in your Vezmo Accounts balances is held by our partner banks or other licensed financial institutions, not by Vezmo, and belongs to you (see “Who holds your money”). No Vezmo balance is a deposit with Vezmo, and none is covered by the FDIC or any other deposit insurance scheme.

You have no separate agreement with our partners unless we ask you to accept their terms, and they have no direct liability to you under these terms. You authorise us to share your information with our partners so they can provide their part of the Services and meet their own legal duties. We may add or change partners. Where the law requires us to tell you which partner provides a Service, we will.

Our partners and the card networks set rules we must follow. Vezmo is responsible to you for the Services, including parts our partners carry out on our instructions, within the limits in these terms. If a partner delays, limits or refuses something for its own legal or risk reasons, we tell you it was a partner decision where we are allowed to, press your case where we can, and pass on anything we recover for you. We are not responsible for a partner decision we couldn’t reasonably prevent.

Your money may be held together with other customers’ money in pooled accounts at our partners. Any interest or other benefit on pooled money belongs to us or our partners, not to you. You appoint Vezmo as your limited agent only to give our partners instructions for your business and keep records; our duties are only those these terms set out, and to the extent the law allows, we are not your trustee or fiduciary.

Your “balance” is the money held for your business in one currency. Your “available balance” is the part you can use now: your balance less holds, reserves and amounts you owe. A “hold” stops you using money for a time. A “reserve” is money kept back to cover refunds, chargebacks and amounts you may owe.

You agree to pay the fees for your plan and the Services you use, as shown on our Pricing pages and in the app. Transaction fees are shown before you confirm a transaction where possible. We may take fees from your balances or payouts, or charge your payment method on file.

Our Pricing pages summarise our fees. If they differ from the fee shown in the app before you confirm a transaction, the fee shown in the app applies. We may change our prices and fees. We give you at least 30 days’ notice before we raise a fee or add a new fee for a Service you already use. Lower fees, fees for new Services, and changes a partner or card network imposes on us may apply sooner. Fees you have paid are not refundable unless we say otherwise or the law requires.

A monthly fee for a Service is charged each month while that Service is active, including while payouts are on hold. If your balance can’t cover a fee, the fee is owed and taken from the next money that comes in, before any payout.

You are responsible for your taxes, including deciding which taxes apply, collecting them, filing returns and paying them. We may give information about you and your transactions to tax authorities, and send you tax forms, where the law requires. We don’t give tax advice.

If you accept payments, you confirm that your business is lawful and accurately described to us, that you are allowed to sell what you offer and accept payment for it, and that you will follow card-network rules and data security standards, including PCI DSS.

To recover anything you owe us or our partners, including fees, refunds, chargebacks, reversals, fines and negative balances, you authorise us to take it, or to instruct our partners to take it, from any of your balances, payouts or reserves, in any currency; place or extend a reserve; and charge a card or debit a bank account only where you have authorised us to. If we convert currency to recover an amount, we use our rate at the time and show it in your records. If that doesn’t cover it, you still owe the rest, payable on demand.

You grant Vezmo a security interest in your balances and reserves to secure what you owe. You also pay our reasonable costs of collecting what you owe, including collection agency and legal fees. These rights continue after your account closes.

If we receive a court order, levy, garnishment or similar legal demand about your account, we may hold, freeze or pay out funds as it requires, without first challenging it, and may charge you our reasonable costs of responding.

You must follow the Acceptable Use Policy. Never use Vezmo for anything illegal, fraudulent or deceptive, to accept or move money for others (unless we agree in writing), or for a business that needs our approval without getting it. If Vezmo is merchant of record for your sales, for card-network and settlement purposes only, the Prohibited Products Policy also applies.

We and our partners monitor accounts and transactions, using people and automated and AI-based risk systems. If we suspect, in good faith, fraud, a scam, forged or edited documents, unauthorised access or transactions, money laundering, sanctions breaches, prohibited activity, unusual activity, a high risk of disputes or losses, or a breach of these terms, we may, at our discretion and without notice: freeze or limit your account; pause any Service; hold your balances, payments and payouts; refuse, delay, reverse or return transactions; place or increase a reserve; ask for more information; close your account; and report the activity to our partners and the authorities.

We may keep funds held for as long as the risk lasts: to finish our review, to cover refunds, chargebacks, fines and other amounts you may owe, and as long as the law or a partner requires. We use held funds to pay amounts that have become due, and release the rest when the risk has passed. Where we’re allowed to, we tell you about a hold or a refused transaction, usually when we place it or soon after. We may not be able to tell you why.

Taking these steps in good faith is not a breach of these terms, and Vezmo is not liable for any loss they cause you, including a payment or payout that is delayed or not made.

You agree that our sign-in and confirmation steps (passwords, two-step codes, passkeys, API keys and similar) are a commercially reasonable security procedure for your account. Any instruction we receive through them, such as a payment, a send, a change of payout details or an API call, is treated as your instruction and binds you, even if someone else gave it, unless we failed to follow those steps or acted in bad faith. If you turn off two-step sign-in or decline a security option we offer, you accept the added risk.

You are responsible for keeping your credentials, devices and API keys secure and for everyone you give access to. We are not liable for losses caused by someone using your credentials, devices or keys.

Our records of your transactions, balances, fees, instructions and acceptance of terms are presumed correct unless you show they are wrong.

Check your transactions, payouts, fees and statements. If you think something is wrong, tell us within 60 days of the date it appears in your account. If you don’t, it is treated as correct, and you give up any claim about it, except where the law gives you longer.

If we credit you money by mistake, you must return it, and we may take it back from your balances.

We may do anything we reasonably believe is needed to comply with the law, sanctions, a court or regulator, or the rules of our partners and the card networks, or to protect against fraud or financial crime. Doing so is not a breach of these terms, even if it delays, limits or prevents a Service or a transaction.

If you sell through Vezmo, you are responsible for what you offer: accurate listings, prices and claims; delivering as described; customer support; refunds; and following the law, including consumer protection, licensing and tax laws. Vezmo does not guarantee the quality, delivery or outcome of anything sold through it.

Vezmo is not a party to the sale between a buyer and a seller. Where Vezmo acts as merchant of record, it does so for card-network and settlement purposes only, as the Seller Agreement and Terms of Sale describe; the seller remains the supplier.

If your business buys through Vezmo, review what you are buying and the seller’s terms, and raise problems with the seller first.

Disputes between you and your customers, suppliers, recipients or other users are between you and them. You release Vezmo and its partners from claims arising from those disputes, except claims caused by our own breach of these terms, gross negligence or wilful misconduct. If you are in California, you waive California Civil Code §1542 for these claims, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Contracts, proposals, templates, bookkeeping, reports and similar tools help you run your business. They are not legal, accounting or tax advice, and you remain responsible for your documents, records and filings. Check that a document meets the law where you and the other party are before you rely on it.

If you use our APIs, SDKs or webhooks, keep your API keys secret, follow our documentation and rate limits, and don’t use them to build a service that resells Vezmo or accepts payments for others. We may change or retire API versions with reasonable notice, and suspend keys that put the Services at risk.

Vezmo owns the Services, our software, designs, trademarks and content. We give you a limited, non-transferable right to use them under these terms. Don’t copy, modify, resell or reverse engineer them, except as the law allows.

You own your content. You give us a licence to host, copy, process and display it as needed to provide and secure the Services. If you send us feedback, we may use it without owing you anything.

You may connect other services to Vezmo, such as accounting software or email. Their terms apply to your use of them, and we are not responsible for them.

You can ask to close your account at any time, in the app or by asking us. We stop new activity when you ask, and finish closing once what you owe is paid and open disputes are resolved. You can’t close an account to avoid an investigation.

We may close your account, or stop a Service for you, for any reason, with 30 days’ notice. We may suspend or close it at once if you break these terms, if the law, a regulator, a partner or a card network requires it, if we can’t verify you, if your account is inactive, or if we reasonably believe your account creates a risk of loss or fraud, or of a breach of the law, partner rules or card-network rules. You can ask us to review the decision through our Complaints Policy, but the decision is ours.

After closure we pay your available balance to an account in your business’s name once our checks are complete, less what you owe, and may hold funds as “Payments, payouts and reserves” describes. You lose access to your content, so download what you need first; we keep records as the law requires.

If your account has no activity and no sign-in for 2 years, we may close it after trying to reach you. If we can’t pay you money held for you, we will try to contact you, including before it is reported. Where unclaimed property law requires, the holder sends it to the state of your last known address or, if that address is outside the United States or unknown, to the state where the holder is incorporated (for Vezmo, Delaware). You can then claim it from that state.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT THE LAW ALLOWS, VEZMO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DON’T PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ANY TRANSACTION OR PAYOUT WILL HAPPEN BY A CERTAIN TIME, OR THAT BUYERS, SELLERS, PARTNERS, BANKS, CARD NETWORKS OR OTHER USERS WILL MEET THEIR OBLIGATIONS.

Vezmo is not your fiduciary, trustee or adviser. Nothing we show you is financial, legal, tax or investment advice.

In this section, “Vezmo Parties” means Vezmo, its affiliates and partners, and their directors, officers, employees and agents.

TO THE EXTENT THE LAW ALLOWS, THE VEZMO PARTIES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, GOODWILL, DATA OR BUSINESS OPPORTUNITY, EVEN IF THEY WERE TOLD THESE WERE POSSIBLE.

THE VEZMO PARTIES ARE ALSO NOT LIABLE FOR LOSSES CAUSED BY: HOLDS, RESERVES, FREEZES, DELAYS, REVERSALS OR CLOSURES MADE IN GOOD FAITH UNDER THESE TERMS; ACTS OR FAILURES OF PARTNERS, BANKS, CARD NETWORKS, BLOCKCHAINS OR OTHER THIRD PARTIES THAT VEZMO DOES NOT CONTROL; EXCHANGE-RATE MOVEMENTS; INSTRUCTIONS OR DETAILS YOU GAVE US; OR THE USE OF YOUR CREDENTIALS, DEVICES OR API KEYS.

THE VEZMO PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS, EVERY SERVICE TERM OR THE SERVICES, TOGETHER, IS LIMITED TO THE GREATER OF THE FEES YOU PAID VEZMO IN THE 3 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE FIRST CLAIM, OR US$100.

These limits don’t apply to money Vezmo has received for you and owes you, to loss caused by our fraud, gross negligence or wilful misconduct, to death or personal injury caused by our negligence, or wherever the law doesn’t allow them. They don’t make Vezmo responsible for money a partner holds and fails to pay. You can’t recover more than once for the same loss.

You will defend and compensate Vezmo, our partners, and our and their officers and employees for claims, losses, fines, penalties, chargebacks and costs (including reasonable legal fees) arising from your business and what you sell, your breach of these terms or the law, your breach of card-network rules or anyone’s rights, disputes, refunds or reversals on your transactions, and taxes on your activity, or from information you gave us about other people, except to the extent the loss is caused by our breach of these terms, negligence or wilful misconduct.

We may choose to control the defence of any claim you must cover, and you will help us as we reasonably ask. You may not settle such a claim without our written consent.

Talk to us first. Before starting any claim, email legal@vezmo.com with your name, the email on your account, what the dispute is about and what you want. A complaint about the same issue under our Complaints Policy counts as this notice. We both try in good faith to resolve it for 45 days from when we receive it.

Binding individual arbitration. If we can’t resolve it, you and Vezmo agree that any dispute relating to these terms or the Services is decided by final, binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, if either of us is outside the United States, the International Centre for Dispute Resolution’s International Arbitration Rules), in English, seated in Wilmington, Delaware, under the Federal Arbitration Act. If the administrator decides its Consumer Rules apply to you, they apply. The case is decided on documents or by video unless the arbitrator decides an in-person hearing is needed. Filing, administration and arbitrator fees are paid as the administrator’s fee schedule for those rules sets out. The arbitrator or court will award the winning party its reasonable legal fees and costs. The arbitrator decides all questions about whether a dispute must be arbitrated, including this section’s scope, validity and enforceability, except that a court decides disputes about the “Class action and jury waiver” and “Many similar claims” paragraphs and whether another agreement replaced this one. Either of us may instead bring an individual claim in small claims court, or ask a court for a temporary order to keep things as they are until the arbitrator can act.

Class action and jury waiver. In arbitration or in court, you and Vezmo bring claims only individually, never as a plaintiff, class member or representative in any class, collective or representative action, and an arbitrator may not combine claims of different customers or award relief to anyone but the individual claimant. In court, you and Vezmo each give up the right to a jury trial. If this paragraph can’t be enforced for a particular claim (for example, a claim for public injunctive relief), only that claim goes to court, and it waits until the individual claims are arbitrated. Opting out of arbitration doesn’t opt you out of this paragraph.

Many similar claims. If 25 or more similar claims are filed by or with the help of the same lawyers or organisation, the American Arbitration Association’s Mass Arbitration Supplementary Rules apply. Each claim stays an individual arbitration. Claims may be handled in batches, and the time limit below is paused for any claim from when we are told about it until it can go ahead.

Time limit. Where the law allows, either of us must start a claim within one year after the claiming party knew or should have known of it, or it is barred. The time is paused while we try to resolve the dispute under “Talk to us first” and, for money we hold, until we tell you it has been released or applied. If the law that applies to you doesn’t allow this limit, its own time limits apply.

Changes to this section. A change to this section doesn’t apply to a claim either of us told the other about in writing before the change. You can reject a change to this section by emailing legal@vezmo.com within 30 days of our notice; the earlier version then keeps applying to you. This section covers disputes about events before this version too, except disputes already filed or told to us. If you opted out of arbitration before, you stay opted out.

Opting out. You can opt out of arbitration by emailing legal@vezmo.com within 30 days of first accepting these terms (or, for existing customers, within 30 days of this version taking effect) with your name, the email on your account and a clear statement that you opt out. Opting out does not affect the rest of these terms.

These terms are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-law rules. For anything not decided by arbitration, the state and federal courts in Delaware have exclusive jurisdiction, and you agree not to object to them as an inconvenient forum. Vezmo is incorporated in Delaware, and you agree that Delaware has a substantial relationship to these terms.

We may change these terms. We post every change here with a new date and version. For a change that is bad for you, we give you at least 30 days’ notice by email or in the app. Changes for new features, or that are neutral or good for you, may take effect sooner. If the law or a partner requires a change sooner, we give you as much notice as we can.

A change never applies to a dispute already told to us or filed. If you don’t agree to a change, you can ask to close your account or stop the affected Service before it takes effect, free of charge; the old terms then keep applying while we close it and release your funds. If you keep using the Services after it takes effect, you accept the change.

We communicate with you electronically, as the Electronic Communications Consent describes. To raise a complaint, follow our Complaints Policy.