Terms and Conditions: Digital Wallet

This document contains important terms and conditions applicable to any entity accessing or using SellersFX Payments Services (the “Customer” or “you”/ “your”). By creating, accessing, and using SellersFX Payments Services, you accept and agree to be legally bound by these Terms and Conditions as set forth herein (“Terms and Conditions”). You may also be prompted to affirmatively agree and accept these Terms and Conditions electronically or in writing.

These Terms and Conditions shall be effective and legally binding once you have agreed to its terms in the methods described above (“Effective Date”). The Terms and Conditions shall be effective until the it is terminated.

Please note that the terms and conditions may be updated from time to time electronically through SellersFunding’s portal. Other than any material changes to these Terms and Conditions in which we would notify you of, you are responsible for making yourself aware of the terms set forth in these Terms and Conditions. Your acceptance of these Terms and Conditions also confirm that you fully understand the contents of these terms that govern the SellersFX’s services. To the extent that you do not understand any of the terms set forth, please feel free to reach out to us or consult legal advice from a legal professional.

 

1. Disclosures and Important Information

 

1. SellersFunding Corp. (“SellersFunding”) is a corporation incorporated under the laws of the State of Delaware. SellersFunding acts as a global introducer to Currency Cloud who provide the services as described herein in these Terms and Conditions
2. These Terms and Conditions specifically address obligations and rights when you are using SellersFX Payments Services as defined below. Prior to applying for these SellersFX’s services, you have already agreed and accepted the general Terms of Use and Privacy Policy that could be found here. To the extent you wish to use additional SellersFunding’s services, you may have to accept additional terms and conditions as notified to you when you register for or use such services.
3. In the event of a breach of these Terms and Conditions, you shall be liable to SellersFunding or Currency Cloud and shall indemnify SellersFunding or Currency Cloud from any claims that may arise from issues with third parties.
4. SellersFX Payments Services is provided by The Currency Cloud Ltd (licensed by the Financial Conduct Authority in the United Kingdom – reference number 900199) (“Currency Cloud”), operating in partnership with Community Federal Savings Bank (charter no 717528). Please make sure to refer to Currency Cloud’s Terms of Use as you are also bound and deemed to accept their terms while using SellersFX Payments Services. Currency Cloud’s Terms of Use can be referenced in Exhibit A below.
5. Please further note that SellersFunding or Currency Cloud may use its affiliates, subsidiaries, other related entities or third-party service providers to provide SellersFX Payments Services.

1. SellersFX Payments Services Definition and Disclosure

1. SellersFX Payments Services is defined as the services of send and receive payments to and from verified sources or senders from a designated account (“Digital Wallet”) and withdrawing funds from the balance of your Digital Wallet into your local bank account.
2. As Currency Cloud provides SellersFX Payments Services, SellersFX Payments Services may be subject to limitations as set forth by Currency Cloud’s jurisdictional scope. Factors that may limit SellersFX Payments Services include, but are not limited to, the regulatory oversight of Currency Cloud’s business, your business, and your physical location, the sources and destination of your funds, and other related limitations by the reasonable considerations of Currency Cloud and/or SellersFunding regarding the offering of such services.
3. Any funds held by Currency Cloud on your behalf in a virtual account are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other deposit protection scheme. Currency Cloud may comingle and hold your balance with the balances or funds of other customers in one or more pooled accounts held by Currency Cloud at one or more banks (each such account, a “Pooled Account”).Currency Cloud will have sole discretion as to the maintenance and establishment of Pooled Accounts and you will not have any right to or be entitled to make any deposits or draw funds from any Pooled Account. All funds received for the benefit of the customers, including in connection with the virtual account service, are held separately from Currency Cloud corporate funds and will not be used for operating expenses or for any business purposes other than for Currency Cloud to provide you money transmission services. Additionally, Currency Cloud will not voluntarily make these funds available to creditors in the event of bankruptcy. You will not receive and are not entitled to any interest or other earnings on your Balance or any other funds held in a Pooled Account. In consideration of your using our Services, you irrevocably assign to us all rights and legal interest to any interest or earnings attributable to funds associated with your Balance that are held in a Pooled Account.
4. In offering SellersFX Payments Services, you authorize SellersFunding and/or Currency Cloud to process the funds for you to hold, send or receive funds in accordance to your requests as managed through the SellersFunding Portal. Neither SellersFunding nor Currency Cloud have any relations between you and other parties you wish to send to, receive from, and/or withdraw from.

• Creation of Your Digital Wallet

1. In order to use SellersFX Payments Services, you must create and submit an application through SellersFunding through our website: https://stg-greenspacecommerce-sellersfundi.kinsta.cloud or through similar portal powered by us for our business partners (“SellersFunding’s Portal”). By going through the application process, you agree to provide true and accurate information requested by the application and SellersFunding.
2. You acknowledge SellersFunding that you may have previously provided documentation and information requested in SellersFX for other services and products SellersFunding offers. You further authorize SellersFunding to re-use information and documents from your applications in other services with SellersFunding for the sole purpose of submitting information that SellersFX Payments Services may require.
3. SellersFunding and Currency Cloud will review the application materials provided by you as the account holder to determine your eligibility to register. Eligibility requirements on the account holder are listed below in this section III.B.
   1. You must be 18 years or older. You must be 18 years or older to use the SellersFX Payments Services and by applying for and using your Digital Wallet you declare that you are 18 years or older. We may ask you at any time to show proof of your age.
   2. As a business or commercial entity or as an individual, you must be applying to and using SellersFX Payments Services strictly for business-related and commercial activities only. SellersFX Payments Services only service business related transactions and are not intended for Consumer or domestic or household purposes.
   3. If the applicant and account user is a business or commercial entity, the individual applying for and managing the Digital Wallet must have full legal capacity and authority to enter into an agreement, create an Account through SellersFunding’s portal, provide entity’s formation documents, and manage the Digital Wallet on behalf of your business. We may ask you at any time to show proof of your authority to conduct business as the account holder of the Digital Wallet.
4. Upon the submission of your application for SellersFX Payments Services, SellersFunding and Currency Cloud shall review your materials internally for approval and review. Such process is required by law as part of the customer due diligence process. The application process will require information and documents listed below. We may, at times, verify the information within the application through third party service providers. You agree to provide the information truthfully and completely. If you fail to or falsely provide any or all that is requested, we reserve the right to deny, reject, suspend or terminate the use of your account. The information and materials requested are as follows:
   1. Entity Formation documents;
   2. Personal/Owner’s/Directors Identification documents and details (i.e. Date of Birth, ID number, Social Security Number, proof of address and etc.);
   3. Business Registration and Good Standing; and
   4. Any additional information and documentation relevant in understanding you or your business’ ownership, control, and activities.
5. Once your account has been approved, you agree to maintain the information stated above in III.C. current and accurate. Should there be any changes in your application related to your business entity formation and status, ownership information, personal information, bank account information and etc., you agree to inform as soon as the changes take effect.
6. You further agree that at the time of application and during the use of the SellersFX Payments Services, you have not and will not:
   1. violate or breach these Terms and Conditions or any laws that govern you or your business in the jurisdictions in which you have any form of business activities (including, but not limited to, IP & copyright infringement, money laundering, terrorist financing, fraud, and other unlawful activities);
   2. provide false, incomplete, or misleading information; or
   3. use SellersFX Payments Services that SellersFunding or Currency Cloud may reasonably determine to be involved in facilitating or perpetrating any illegal activities.

If SellersFunding or Currency Cloud discovers any of the above, SellersFunding and/or Currency Cloud reserves the right to, in their sole discretion, suspend or terminate your use of SellersFX Payments Services.

1. Using SellersFX Payments Services

1. While using SellersFX Payments Services, SellersFunding or Currency Cloud may inquire and request additional information on any Transaction coming into and out of your Digital Wallet at any time. In the event that there are activities giving rise to suspicion during the use of the SellersFX Payments Services, SellersFunding or Currency Cloud may suspend/terminate in accordance with Section III.E. of these Terms and Conditions.
2. Information and Transaction history will be clearly communicated and presented to you through the portal. To the extent that there are any irregularities, you must bring it to our attention as soon as possible for correction and clarification. If, after 45 days or an amount of time past the monthly statement cycle, you have not brought to our attention, the transaction in question is considered to be correct and will not be able to be changed.
3. The timely execution of any and all processed Transactions are dependent upon the accurate information you provided in order to process the relevant Transaction. To the extent that delays occur due to inaccurate or incorrect information being provided, you shall bear any and all fees and costs related to the Transaction. Additionally, neither SellersFunding nor Currency Cloud shall be liable for the penalties from third parties caused by such delay.
4. Receiving Payments: SellersFX Payments Services provides you with a Digital Wallet to receive payments from verified sources as permitted by SellersFunding’s or Currency Cloud’s sole discretion. Funds may be rejected if they are not approved. Any money you receive into your Digital Wallet will be recorded in the Transaction history section of your Digital Wallet. You should check the incoming funds in your Digital Wallet against your own records regularly and let us know if there are any irregularities.
5. Withdrawing Funds: SellersFX Payments Services allows you to withdraw your funds from your Digital Wallet into a bank account that is held by you or your business.
6. Sending Payments: SellersFX Payments Services provide you with the ability to pay other recipients or beneficiaries verified by SellersFunding or Currency Cloud. Payment Dates and processing times will be communicated to you through your Digital Wallet.
7. Ongoing monitoring and investigation of the activities within the accounts maintained for the SellersFX Payments Services are required by applicable law relating to Anti-Money Laundering/Counter Terrorist Financing regulations (“AML/CTF”), fraudulent business practices and other illegal activities. By accepting this Agreement, you acknowledge that SellersFunding or Currency Cloud may investigate, suspend, withdraw, discontinue or change all or any part of our Service without notice. You further agree to cooperate and provide true and complete information to support the ongoing monitoring and investigation. We will not be liable to you if for any reason our Services are unavailable at any time or for any period.

1. Fees

1. You shall pay the fees for SellersFX Payments Services. Fees in connection with the SellersFX Payments Services can be reflected within SellersFunding’s Portal or through an invoice generated by SellersFunding sent electronically to you. Changes in fee structures shall be communicated to you through advanced notice.
2. Once a Transaction has been processed, you shall be obligated to pay for the fees incurred. SellersFunding and Currency Cloud are not liable for any delay caused by reasons not related to operational errors borne by SellersFunding or Currency Cloud.

1. Termination and Suspension

 

1. These Terms and Conditions shall remain in effect until terminated by you or by SellersFunding.
2. Termination by you: You may terminate this Agreement at any time without penalty by notifying us in writing. Termination following such notice will only take effect when any outstanding Transactions are completed.
3. Termination by SellersFunding: SellersFunding may terminate this agreement with you and close your account upon one (1) month’s written notice.
4. Immediate Termination: SellersFunding may suspend Services and/ or terminate these Terms Conditions at any time without prior notice if:
   1. a financial regulator, regulatory or government agency, or law enforcement agency posts a warning with regard to you;
   2. any governmental, regulatory, or judicial authority directs or requests us or you to suspend or terminate these Terms and Conditions; or
   3. a banking partner of ours requests that we or you terminate these Terms and Conditions.

SellersFunding may suspend Services and/or terminate these Terms of Conditions at any time without prior notice where we have reason to believe that you are engaged in fraud, money laundering, or terrorist financing or where SellersFunding have reason to believe that you may cause SellersFunding or Currency Cloud to breach our internal risk and compliance policies.

1. At any time, we may close, suspend or limit your access and use of the SellersFunding Services if you violate any term of this agreement or any other agreement you have entered into with SellersFunding. Your account may also be subject to closure, suspension, or limited access to your account and your funds within your account should Currency Cloud or SellersFunding finds any issue with your Transaction activity through any monitoring for regulatory purposes. Such actions, as described within this section, may be based upon Currency Cloud or SellersFunding’s discretion and/or governmental request or enforcement.
2. Suspension: In addition to the account suspension stated in III.E. and IV.G., SellersFunding may also suspend or terminate your account due to any delayed fees or payments owed to SellersFunding through the other services provided to you by SellersFunding. When the services are suspended or terminated, you will not be permitted to use the account. All Transactions will not be processed, and funds may be rejected or returned to its source. You are solely responsible for any obligations and liability in relation to these actions.

• Limitation of Liability

 

1. You acknowledge that delays in the transmission and receipt of payments may occur. In particular, you acknowledge that SellersFunding operates an online platform that could be subject to technical, or other, problems, the nature and duration of which may be beyond our control. SellersFX Payments Services also involve the use of intermediaries who are outside our control. Accordingly, while we do everything in our reasonable power to ensure the timely transmission of funds, we cannot guarantee that transfers of funds will always be made on time and cannot accept any liability to you for any loss suffered by you or any other person as a result of any delays in the transmission of funds.
2. We do not in any circumstances assume liability to you in excess of the amount of money you have actually paid to us in relation to any particular Transaction. We will not be liable to you for any form of indirect or consequential damages or loss including, without limitation, loss of use, loss of revenue, loss of profit, loss of income, loss of market share, loss of opportunity; loss of goodwill; loss of opportunity to realize a gain as a result of foreign exchange fluctuations; or loss of interest on funds, whether arising in contract, tort (including negligence) or other legal theory, that you may suffer as a result of:
   1. delays in the transfer of your funds;
   2. our refusal at any time to transfer your funds; or
   3. any other breach of our obligations under this Agreement.
3. You acknowledge that SellersFX Payments Services is provided by The Currency Cloud Ltd (licensed by the Financial Conduct Authority in the United Kingdom – reference number 900199) (“Currency Cloud”), operating in partnership with Community Federal Savings Bank (charter no 717528). Please note that SellersFunding or Currency Cloud may use its Affiliates, other related, banks, entities or third-party service providers to provide SellersFX Payments Services (“Service Providers”). No commercial agreement exists between the Service Provider and you and therefore would not be liable to you.
4. You acknowledge that any funds you anticipate receiving or sending is from your dealings and obligations with another third party who is not a part of this agreement (i.e. customers of your business, platforms, banks with your bank account) and is your sole responsibility). SellersFunding and Currency Cloud merely processes funds to be paid upon your instructions. Additionally, SellersFunding and Currency Cloud is not involved in your anticipated receivable funds. Neither SellersFunding nor Currency Cloud is an involved party in any of your business relationships and activities and is not liable for any breach or issues that may arise out of your business activities. You shall indemnify and hold harmless SellersFunding and Currency Cloud for any claims against SellersFunding or Currency Cloud regarding such dealings.
5. You further acknowledge that you are fully responsible in filling out your Digital Wallet information correctly and accurately in order to receive funds from other sources such as marketplaces, clients and etc. Neither SellersFunding nor Currency Cloud is liable for not receiving funds due in your Digital Wallet due to your mistake and error in entry.
6. SellersFunding does not, in any way, provide any legal or tax advice regarding how you conduct your business. You are solely responsible for fulfilling your legal obligations to any government in which you are doing business.

• Other Policies & Miscellaneous

 

1. Terms of Use: Prior to registering an account on SellersFunding’s Portal, you have agreed to the Terms of Use, which could be found here, stating the usage of any service SellersFunding may provide. Please take care to read and understand the Terms as it relates to you.
2. Privacy Policy: In addition to the Terms of Use, you also agree to the Privacy Policy as set forth on our website which could be found here.
3. Currency Cloud is subject to law of its relevant jurisdictions for the prevention of AML/CTF. This gives rise to the right to obtain information from you as specified in Section III of these Terms and Conditions. In accepting these Terms and Conditions, you acknowledge that your access to the SellersFunding portal may be denied, rejected if any of the information required is not provided or incomplete.
4. The provisions of these Terms and Conditions are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of these Terms and Conditions.
5. Upon termination of these Terms and Conditions, Sections VI. and VII. shall survive beyond effective termination.

1. Governing Law

 

1. These Terms and Conditions shall be governed by the law of the State of New York in the United States.

1. Definitions

The following words shall have the respective meanings set out here under unless the context otherwise requires:

1. Affiliates means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
2. Consumer means a natural person, who uses payment services for personal needs outside of his/her business, commercial or professional needs or activities, or a consumer.
3. Customer means you, the individual or legal entity who is legally bound by these Terms and Conditions.
4. Digital Wallet means the designated account assigned to you in order to use the SellersFX Payments Services such as receive, send and withdraw funds.
5. Pooled Account means the account held by Currency Cloud that may have comingled funds held for different Customers at one or more banks.
6. Transaction(s) means any or all instructions that have been or are being executed by SellersFunding and/or Currency Cloud under your instructions within the Digital Wallet using SellersFX Payments Services.
7. SellersFX means a product or host of services offered to you on the SellersFunding’s Portal that offers SellersFX Payment Services as well as VAT Registration and Filing.
8. SellersFunding’s Portal means our website: https://stg-greenspacecommerce-sellersfundi.kinsta.cloud any similar portals powered by us for our business partners
9. Service Provider(s) means any Affiliates or other related third-party service providers that may support SellersFunding and/or Currency Cloud in carrying out the services for you.

Exhibit A- Currency Cloud’s Terms of Use

STANDARD TERMS OF USE FOR ALL CUSTOMERS – YOUR GLOBAL ACCOUNT

Terms of Use (UK-Ltd.)

Service	Description	Service Provider	Governing Terms of Use
Payment Services	Your Global Account where you can Store and Pay-Out funds	Currencycloud Ltd	Terms of Use (UK-Ltd)
Foreign Exchange Service	Your Global Account where you can Convert funds between different currencies
EUR Collection Service	Your Collection Service where you can Collect EUR, store, convert and repatriate funds to your own bank account

ADDITIONAL TERMS OF USE FOR CUSTOMERS WHO ARE BASED IN THE UNITED STATES AND WISH TO SEND USD FROM THEIR US BANK ACCOUNT

Terms of Use (CFSB-Inc)

Service	Description	Service Provider	Governing Terms of Use
USD Top-Up Service	Your Top-Up Service that enable you to send USD from the U.S. to your Global Account	CFSB administered by Currencycloud Inc.	Terms of Use (CFSB-Inc)

 

ADDITIONAL TERMS OF USE FOR CUSTOMERS WHO WISH TO COLLECT USD IN THE UNITED STATES

Terms of Use (US-Inc)

Service	Description	Service Provider	Governing Terms of Use
USD Collection Service	Your Collection Service where you can Collect USD, store, convert and repatriate funds to your own bank account	Currencycloud Inc	Terms of Use (US-Inc)