MercaDolar, Inc.
Terms and Conditions
Last Updated: September, 2019

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE (HEREINAFTER “WEBSITE”) OR ANY SERVICES. BY USING THIS WEBSITE IN ANY WAY, INCLUDING USING ANY SERVICE, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEBSITE FOR ANY PURPOSE.

The present terms and conditions (hereinafter “Agreement”) is a legal agreement between you and MercaDolar Inc. (hereinafter “MercaDolar” or “mercadolar.com”), a New York corporation duly organized, validly existing and in good standing under the laws of the State of New York.  

OVERVIEW

This Website is operated by MercaDolar. Throughout the Website, the terms “we”, “us” and “our” refer to MercaDolar. MercaDolar offers this Website, including all information, tools and services available from this Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Website, accessing or using our services or software (each is individually, a “Service” and collectively, the “Services”), you agree to be bound by the following terms and conditions (hereinafter “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the Website, including without limitation users who are browsers, users, customers, merchants, and/or contributors of content. In the event of an inconsistency between this Agreement and any additional terms or policies referenced herein, the provisions of the additional terms or policies shall control.

Please read these Terms & Conditions carefully before accessing or using our Website. By accessing or using any part of the Website, you agree to be bound by these Terms. If you do not agree to all the Terms of this Agreement, then you may not access the Website or use any Service. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features or tools which are added to the current Website shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.

SECTION 1 - AGE, USE, CONFLICTING TERMS, AND LANGUAGE

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Website.

You may not use our Website or Services for any illegal or unauthorized purpose nor may you, in the use of our products or Website, violate any laws in your jurisdiction.

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your account and right to use our Services.

If there is any conflict between these Terms and the terms set forth in other agreements that govern your use of specific Services offered by MercaDolar (the “Additional Terms”), then the Additional Terms shall control with regard to your use of that particular Service.

To the fullest extent permitted by law, the controlling language of this Agreement is English, and any translation provided by MercaDolar is solely for your convenience.

SECTION 2 - PERSONAL INFORMATION

Your submission of personal information through our Website or Services is governed by our Privacy Policy located at: http://www.mercadolar.com/privacypolicy. You acknowledge that you have reviewed MercaDolar’s Privacy Policy.

With respect to personal information, you agree to: (i) refrain from sharing information with anyone, under any pretext; (ii) maintain the information only on the devices and means of communication under its exclusive control; and (iii) eliminate the information immediately and permanently from your computer and electronic devices once the Services have been rendered or cancelled.

The account created in the MercaDolar portal is personal and non-transferable. The user agrees to make responsible use of the account, understanding that the information provided is secret, personal and non-transferable and that you as the user are solely responsible for maintaining its confidential nature. MercaDolar recommends that you pay special attention and care regarding the introduction of your personal data, especially banking data and do not share your registration keys and passwords with third parties. Any damage or loss that occurs directly or indirectly to MercaDolar or to third parties from use of your password and user registration will be your sole responsibility.

SECTION 3 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

1.Restrict, suspend or terminate your access to all or any part of our Website or Services;

2.Change, suspend or discontinue all or any part of our Website or Services;

3.Refuse, move, or remove any content that is available on all or any part of our Website or Services;

4.Deactivate or delete your accounts;

5.Establish general practices and limits concerning use of our Website or Services.

You agree that we will not be liable to you or any third party for taking any of these actions.

You understand and agree that our Website or Services may include communications such as service announcements and administrative or legal notices from us. Please note that you cannot opt out of receiving these notices.

You understand that information you provide (not including financial information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Financial information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Website or Services, use of the Website or Services, or access to the Website or Services or any contact on the Website or Services, without express written permission by us.

You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website or Services. MercaDolar content is not for resale. Use of the Website or Services does not entitle users to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of MercaDolar. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of MercaDolar except as expressly authorized by these Terms.

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 4 – FINANCIAL TRANSACTIONS

MercaDolar clears all of its financial transactions through the system owned by Synapse Financial Technologies Inc (hereinafter “SynapseFI”). By using the Services, you agree to be bound by SynapseFI’s terms of service and privacy policy located at https://synapsefi.com/privacy/; both of which are incorporated herein by reference and constitute Additional Terms. In turn, SynapseFI uses its financial institution partners (as that term is defined in the SynapseFI’s Terms of Service) to complete each transaction. Currently, SynapseFI uses Evolve Bank & Trust; however, such financial institution partners may be changed from time to time without notice to you. Please note that the Services are not directly supported by or endorsed or certified by SynapseFI or its financial institution partners, and neither SynapseFI nor the financial institution partners give any warranties and make no claims about the Services.

Bank services are provided by Evolve Bank & Trust (hereinafter “Evolve”), Member FDIC. By opening up a deposit account on MercaDolar, you agree to Evolve’s bank deposit agreement which can be found on their website located at https://www.getevolved.com/.

You specifically authorize MercaDolar to submit your name and other personal information to any local, state, or federal authorities within the United States of America as necessary or advisable, in MercaDolar’s opinion, in order to comply with the laws and regulations that apply to MercaDolar and these Services. Such laws and regulations include, but are not limited to, the Bank Secrecy Act, the PATRIOT ACT, and the Venezuelan Defense of Human Rights and Civil Society Act of 2014. You further understand and agree that MercaDolar may contact you to confirm that information you have provided is accurate or to request additional information from you, and that MercaDolar may take additional steps to verify any information you have provided.

SECTION 5 – LICENSE

You are granted a worldwide, non-exclusive, non-transferable, revocable license to access and use the Website and Services strictly in accordance with these Terms. As a condition of your use of the Website and Services, you warrant to MercaDolar that you will not use the Website and Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Website and Services in any manner which could damage, disable, overburden, or impair the Website and Services or interfere with any other member’s use and enjoyment of the Website and Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website and Services.

SECTION 6 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on our Website or Services is not accurate, complete or current. The material on our Website or Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on our Website or Services is at your own risk.

Our Website or Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of our Website or Services at any time, but we have no obligation to update any information on our Website or Services. You agree that it is your responsibility to monitor changes to our Website or Services.

SECTION 7- MODIFICATIONS TO THE SERVICE AND PRICES

Fees associated with our Services are subject to change without notice.

We reserve the right at any time to modify or discontinue any Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of a Service.

SECTION 8 – OUR SERVICES

We reserve the right, but are not obligated, to limit access to our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantity of any Services that we offer. All descriptions of Service pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any Service at any time. Any offer for provide Services made on this Website is void where prohibited.

We do not warrant that the quality of any Services or information used or obtained by you will meet your expectations, or that any errors in the Services will be corrected.

SECTION 9 - PROHIBITED USES

You agree that you will access and use the Website or Services in a manner consistent with these Terms and any Additional Terms. In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Website or Services or its content: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (vi) to submit false or misleading information; (vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or Services or of any related site, other Sites, or the Internet; (viii) to collect or track the personal information of others; (ix) to spam, phish, pharm, pretext, spider, crawl, or scrape; (x) for any obscene or immoral purpose; (xi) to interfere with or circumvent the security features of the Website or Services or any related site, other sites, or the Internet; (xii) to interrupt or attempting to interrupt the operation of the Website or Services in any way; (xiii) to attempt to gain unauthorized access to the Website or Services, any portion thereof, or any related site, other sites, or the Internet through the Website or Services; (xiv) in any manner that could damage, disable, overburden, or impair the Website or Services or interfere with any other party’s use and enjoyment of the Website or Services; and (xv)  to obtain or attempting to obtain any materials or information through any means not intentionally made available or provided for through the Website or Services. Unauthorized access or use of the Website or Services including, but not limited to, unauthorized entry or attempted entry into any systems, misuse of passwords, misuse of any information conveyed on the Website or Services, or illegal conduct is strictly prohibited. We reserve the right to terminate your use of the Website or Services or any related site for violating any of the prohibited uses.

SECTION 10 – CREATING AN ACCOUNT, SECURITY

Once you create an account with us, you are registered on the MercaDolar Site. The terms “member,” “membership,” and “account” all refer to this registration as a member on MercaDolar’s Site. Your account is only valid for your personal, non-commercial use of the Website or Services. If you are merely surfing or browsing through the Website and have not yet created an account, your use of the Website or Services is still subject to this Agreement; if you do not agree to this Agreement, do not use the Website or Services.

When you create an account, MercaDolar will request information about you, including, but not limited to: personal identification, contact information, your name, address, email address, telephone number; or your bank details, among other requirements depending on the type of User. We will also ask you to create a password.  Because any activities that occur under your account or password are your responsibility it is important for you to keep your password secure. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that MercaDolar is not responsible for third party access to your account that results from theft or misappropriation of your account. Accordingly, you agree that you shall be responsible to MercaDolar for any and all activities and use of the Website or Services that occur under Your Account. Notify us immediately by any of the support or customer service channels, if you believe that someone has used your username, email, or password without your authorization.

Any information about you required by MercaDolar is considered part of the registration process for the Services, or part of your continued use of the Services. You agree that any information you provide to MercaDolar either during registration, or during your use of the Services, will always be accurate, complete, and up to date.

SECTION 11 - OPTIONAL TOOLS

We may provide you with access to third-party products or tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such products or tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party products or tools.

Any use by you of optional products or tools offered through the Website or Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which products or tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new products, services and/or features through the S Website or Services (including, the release of new products, tools and resources). Such new products, features and/or services shall also be subject to these Terms.

SECTION 12 - THIRD-PARTY LINKS

Certain content available via our Website or Services may include materials from third-parties.

Third-party links on our Website or Services may direct you to third-party sites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or sites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party sites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 13 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website or Services. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 14 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our Website or Services that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, availability, etc. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Website or Services is inaccurate at any time without prior notice.

We undertake no obligation to update, amend or clarify information on the Website or Services, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website or Services, should be taken to indicate that all information on the Website or Services has been modified or updated.

SECTION 15 – REPRESENTATIONS, OBLIGATIONS, AND RESPONSIBILITIES

You represent, warrant, and certify to MercaDolar that your use of the Website or Services shall not in any way, directly or indirectly, (a) violate any law, statute, ordinance, contract or regulation including, but not limited to, any law, statute, ordinance, contract or regulation relating to money laundering, illegal gambling activities, support for narcotics trafficking or terrorist activities, or fraud or theft; or (b) violate any of these Terms or any Additional Terms. When required by applicable law, MercaDolar will report details about you and information regarding your transaction to federal, state, local or foreign authorities; by your use of the Website or Services, you hereby consent to these disclosures. In addition, MercaDolar will cooperate with law enforcement in the prosecution of illegal activities to the fullest extent permitted by applicable law. You may be required to provide MercaDolar with certain information to allow MercaDolar – among other things – to verify your identity and to complete any transaction. You understand and agree that MercaDolar is not an escrow service provider and you agree to not use the Services for escrow purposes.

Furthermore, by using any of the Website or Services you hereby agree: (i) the information you provide is not false, inaccurate or misleading; (ii) not to access, or attempt to access, any of the Website or Services by any means other than through the user interface that is explicitly provided by MercaDolar; (iii) to use the Website or Services solely for purposes that are permitted by the Terms and any Additional Terms and that are not prohibited by any applicable law; (iv) and you hereby certify, that any funds (money, credit, or otherwise) used by you in connection with the Website or Services are not of illicit origin; (v) not to use any of the Website or Services in connection with money laundering or other illegal activities; and (vi) you will not engage in any activity that interferes with or disrupts the Website or Services, or any servers or networks that are connected to the Website or Services.

You acknowledge that your access or use of the Website or Services may require you to accept Additional Terms, according to which you must perform specific actions in certain periods in order for the Service to be provided successfully. In addition, you also acknowledge that the use of the Website or Services may require you to provide MercaDolar with personal information for the successful execution of the Services. These steps constitute your obligations and responsibilities, which will be expressly indicated in the Additional Terms that apply.

You also acknowledge that your access or use of the Website or Services may require your consent to allow you access to "personal information" provided by other users or customers of the Website or Services. Therefore, you acknowledge that such information is provided to you exclusively for the purpose of complying with your obligations and responsibilities and may not be used for any other purpose.

In the event of your death, interested parties should contact us to ensure that your account information is only shared with authorized persons.  For these cases, interested parties should email us and explain the case in detail and attach a copy of the death certificate to:  [email protected]

SECTION 16 – COMMUNICATIONS

You expressly understand that MercaDolar may, as part of the use of the Website or Services, provide you with e-mail and other forms of electronic notifications. Such notifications shall be provided solely as a courtesy to you and in no way shall a failure in their delivery constitute a waiver of the rights retained by MercaDolar, nor shall it absolve you of your obligations and responsibilities with respect to the Website or Services. You further understand and agree that MercaDolar, its employees and principals, its affiliates, and licensors shall not be not responsible or liable to you for the consequences arising by any notifications that are classified as junk by your email provider or are deleted, filtered, blocked, or hidden from you by a server enroute, by your email client, or by email provider, or are otherwise not received by you or your mail servers.

SECTION 17 – REFUSAL OF SERVICE AND CANCELLATION

MercaDolar reserves the right to refuse access or use of any or all of the Website or Services to anyone, at any time, for any reason, in MercaDolar’s sole discretion. Any transaction initiated by way of the Website or Services is subject to acceptance or rejection by MercaDolar, and any transaction may be cancelled by MercaDolar at any time prior to and after receipt of payment for said Service. Each specific Service for which payment to MercaDolar can be made shall explicitly explain the refund procedure to be followed in the event of a cancellation, annulation, or termination of such Service. You acknowledge and agree that MercaDolar may stop providing any and all of the Services to you at MercaDolar’s sole discretion, without prior notice to you. Likewise, you may stop using the Website or Services at any time. In the event of a refusal of the Services by MercaDolar or termination by you, MercaDolar shall refund to you any monies paid by you to MercaDolar for which the Services have not been rendered, minus any applicable fees, banking fees, or transmission fees, pursuant to the terms for that specific Service.

SECTION 18 – COPYRIGHT AND TRADEMARK NOTICE

The Website, Services and its contents are Copyright (c) 2019 MercaDolar Inc., all rights reserved.  The domain name, https://www.mercadolar.com, and all the brands of MercaDolar Websites or Services shown herein are the trademarks or registered trademarks of MercaDolar. Other trademarks belong to their respective owners.

You understand that all information, such as written text, computer software, images, videos and other data to which you may have access as part of your use of the Websites or Services, are the sole property of MercaDolar. You further acknowledge that your access or use of the Websites or Services may contain information that is designated as “confidential” or proprietary by MercaDolar and that you shall not disclose such information without MercaDolar’s prior written consent. Unless you have received such prior written consent from MercaDolar, nothing in these Terms and Conditions grants you a right to use any of MercaDolar’s trademarks, trade names, logos, slogans, domain names, or any of its other brand features. The MercaDolar Website, the Services, the content, and all intellectual property pertaining thereto and contained therein (including, but not limited to, authors, patents, database rights, trademarks and Service marks) are owned by, and are the sole property of, MercaDolar; all right, title and interest therein and thereto shall remain the property of MercaDolar at all times. The MercaDolar Website and the Services may be used only for the purposes permitted by these Terms and any Additional Terms. You are authorized solely to view and retain a copy of the pages of the MercaDolar Website for your own personal, non-commercial use. You agree that you may not duplicate, publish, modify, create derivative works from, participate in the transfer of, post on the World Wide Web, or in any way distribute or exploit the MercaDolar Website, the Services or any portion thereof for any public or commercial use without the express written consent of MercaDolar.

SECTION 19 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our Website or Services will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of our Website or Services will be accurate or reliable.

You expressly agree that your use of, or inability to use, our Website or Services is at your sole risk. All Services delivered to you through the Website or Services are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall MercaDolar, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Website or Services, or for any other claim related in any way to your use of the Website or Services, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Website or Services or any content posted, transmitted, or otherwise made available via the Website or Services, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

You expressly understand that some of the Services depend on information not originated by MercaDolar and omissions and mistakes may occur which could result in an aborted, annulled, or cancelled Service to you. You expressly understand and agree that MercaDolar, its assigns, successors, employees, principals, affiliates, and licensors shall not be liable to you for any losses arising from any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its bad faith, willful misconduct, or gross negligence. In no event shall MercaDolar, its assigns, successors, employees, principals, affiliates, and licensors be liable to you or to any third party for any indirect, incidental, special consequential or exemplary damages that may be incurred by you or any third party, however caused, and under any theory of liability. Such damages shall include, but are not limited to: (i) any loss of profit whether incurred directly or indirectly; or (ii) any loss of goodwill or business reputation; or (iii) any loss of data suffered, cost of procurement of goods or services, and any other tangible or intangible loss; or (iv) any loss or damage that may be incurred by you or any third party, including but not limited to, a loss or damage incurred as a result of any reliance placed by you on the timing of the availability of funds, your failure to provide MercaDolar with accurate information; another user or client’s failure to provide MercaDolar with accurate information; or your failure to keep Your Account details secure and confidential.

SECTION 20 - INDEMNIFICATION

You hereby indemnify MercaDolar, its assigns, successors, officers, directors, owners, agents, employees, affiliates, licensors, licensees and third party Service providers (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses of any kind related thereto (including, without limitation, reasonable attorneys’ fees at all arbitral, trial, or appellate levels) incurred by the Indemnified Parties in connection with any claim arising out of, based upon, or resulting from (i) your access to and/or use of the MercaDolar Website, Software, or Services; and/or (ii) your breach or any representation or warranty made by you under these Terms and Conditions; and/or (iii) your breach or violation of the terms or conditions of this Agreement.

SECTION 21 - NOTICES

Unless otherwise indicated in these Terms, any “Notice” or other communication required or permitted hereunder shall be given in writing to MercaDolar at the following email address: [email protected] and to you at the address specified in Your Account. Such Notice shall be effective: (i) when personally delivered or sent via email address; (ii) the next business day after delivery to a nationally-recognized overnight delivery service (e.g., FedEx) with all charges prepaid; or (iii) 3 days after mailing if sent by United States Postal Service certified mail, return receipt requested, postage prepaid.

SECTION 22 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms at any time at https://www.mercadolar.com/terms.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to these Terms constitutes acceptance of those changes.

SECTION 23 - GOVERNING LAW

To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of New York, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary.

The Parties agree that any non-arbitration legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in the State of New York.

SECTION 24 - DISPUTE RESOLUTION

*** THE FOLLOWING IS A MANDATORY ARBITRATION PROVISION ***

In the event of a breach of these Terms and/or any applicable Additional Terms by any party, the non-breaching party shall be entitled to all appropriate equitable and legal relief, including, but not limited to: (i) an injunction to enforce or prevent conduct in violation of these Terms and/or any applicable Additional Terms; (ii) damages incurred by the non-breaching party as a result of the breach; and (iii) attorneys’ fees and costs (at all arbitral, trial, and appellate levels) incurred by the non-breaching party in enforcing the terms of these Terms and Conditions and/or any applicable Additional Terms.

Any issue, question, dispute, claim or controversy arising out of or relating to these Terms and/or any applicable Additional Terms, or any provision thereof, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms and/or any applicable Additional Terms to arbitrate, shall be determined by arbitration in New York City, New York, before a single arbitrator (the “Arbitrator”). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This dispute resolution provision shall include urgent or emergency arbitration relief and not preclude any party from seeking provisional remedies in aid of such urgent or emergency arbitration relief from an arbitrator in accordance herewith.

You understand that, by agreeing to arbitrate in the manner required under these Terms, you are waiving any right you may have to bring before a court (for other than injunctive relief as provided below) any claim that you may have arising out of, or for any violation of, any federal, state, local, or other law, regulation, or ordinance, or any other rights protected or arising under any law, rule, or regulation. Nevertheless, both you and MercaDolar agree to waive all such rights you and we may have and agree to submit all disputes to binding arbitration in accordance with the terms of these Terms and Conditions.

*** THE FOLLOWING IS A WAIVER OF RIGHTS TO A CLASS ACTION ***

All arbitrations under these Terms and/or any Additional Terms must be on an individual basis. This means that neither MercaDolar nor you, individually, may consolidate its or your claims in arbitration by or against any other party, or litigate in court, or arbitrate any dispute, claim, or controversy as a representative or member of a class or in a private attorney general capacity. To the extent that a dispute arises as to this waiver of a party’s right to class action, only a court sitting in New York County, New York, USA, and not an arbitrator, shall determine the validity and effect of this class action waiver.

The Arbitrator shall have the authority to award the same damages and other relief that a court could award. The Arbitrator shall issue a reasoned award explaining the decision and any damages awarded. The Arbitrator’s decision will be final and binding upon the parties. The parties will abide by, and fully perform, any award rendered by the Arbitrator. In rendering the award, the Arbitrator shall state the reasons therefore, including (without limitation) any computations of actual damages or offsets, if applicable.

The arbitration proceedings and any result(s) of arbitration (including any arbitration award) shall be maintained by you and MercaDolar as “Confidential Information,” and shall not be disclosed publicly or to any third-party, in any media (including social media), except as is otherwise required by court order or as is necessary to confirm, vacate, or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors, and senior management and other parties with a strict need to know.

In the event of arbitration under the terms of these Terms, the fees charged by JAMS or other arbitration administrator and the Arbitrator shall be borne by the parties as determined by the Arbitrator, except for any initial registration fee, which you and MercaDolar shall bear equally. Otherwise, the parties shall each bear their own costs, expenses and attorneys’ fees incurred in arbitration, except as otherwise decided by the Arbitrator.

SECTION 25 – ELECTRONIC FUNDS TRANSFER DISCLOSURE STATEMENT

The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.

Electronic Fund Transfer means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.

Preauthorized Electronic Fund Transfer means an Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.

Your Liability, Authorized Transfers. You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.

Unauthorized Transfers. Tell us at once if you believe your account or PIN or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.

SECTION 26 – ELECTRONIC W-9 CERTIFICATIONS

You certify, under penalty of perjury that:

a.The Taxpayer Identification Number or Social Security Number you provided is correct;

b.You are not subject to backup withholding because: (i) you are exempt from backup withholding, or (ii) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified you that you are no longer subject to backup withholding; and you are a U.S. citizen or other U.S. person;

c.The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

SECTION 27 – SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 28 - WAIVER

MercaDolar shall not be deemed to have waived any right, power, privilege or remedy unless such waiver is in writing and duly executed by it. No failure to exercise, delay in exercising or course of dealing with respect to any right, power, privilege or remedy shall operate as a waiver thereof by MercaDolar or of any other right, power, privilege or remedy. No exercise or partial exercise of any right, power, privilege, or remedy shall preclude any other or further exercise thereof by MercaDolar of the exercise of any other right, power, privilege, or remedy by MercaDolar.

SECTION 29 - ENTIRE AGREEMENT

These Terms along with any Additional Terms incorporated herein by reference, constitute the entire agreement between the parties with respect to its subject matter; control the terms and conditions of Services provided by MercaDolar hereunder; and supersede all previous agreements, course of dealings and understandings between the parties including, but not limited to, any acknowledgement, invoice or other similar forms issued by either party to the other; and may not be modified except by an instrument in writing signed by MercaDolar.

SECTION 30 – GOVERNMENT REQUESTS

In order to cooperate with governmental requests, subpoenas or court orders, to protect our systems, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including and without limitation, your information, IP address, and usage history.  Our right to disclose any such information is governed by the terms of our Privacy Policy.

SECTION 31 – FOREIGN ACCESS OF SITE

The Website and Services are controlled, operated and administered by MercaDolar from our offices within the USA. If you access the Website or Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use MercaDolar’s content accessed through the Website or Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

SECTION 32 - CONTACT INFORMATION

Questions about the Terms should be sent to us at [email protected]


MercaDolar, Inc.
Electronic Wallet User Agreement
Last Updated: September, 2019

This Electronic Wallet User Agreement (this “Agreement”),is between you or the entity on whose behalf you are entering into this Agreement (hereinafter "you" or “User”) and MercaDolar, Inc., a New York corporation, located at 25 Broadway 9TH Floor, New York, NY 10004 (hereinafter “Company” or “us” or “we” or “MercaDolar”). MercaDolar and User may be referred to individually as the “Party”, or collectively, the “Parties”.  

RECITALS

WHEREAS, MercaDolar operates an online currency exchange platform (the “Website” or “Platform”);

WHEREAS, User desires to use the Platform and the services offered on the Platform, including but not limited to the electronic wallet services (the “Services”); and

WHEREAS, the purpose of this Agreement is to regulate User’s use of the Services.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1: DEFINITIONS AND INTERPRETATIONS

1.01 Words in the singular shall include the plural and vice versa. 

1.02 A reference to one gender shall include a reference to the other genders.  

1.03  A reference to writing or written includes e-mail.  

1.04 Any obligation in this Agreement on a Party not to do something includes an obligation not to agree or allow that thing to be done.

1.05 Any phrase introduced by the terms “including”, “include”, “in particular “or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.06 References to sections or clauses are to the sections or clauses of this Agreement.

1.07 “Account Identification Information” means any information that User uses to log in to his MercaDolar account, their security identification number, security questions and answers and other credentials of the MercaDolar account, as well as information specific to their MercaDolar account.

1.08 “Business Day means any day, other than a Saturday or Sunday or a day on which banking institutions in the United States are authorized or obligated by law, regulation or executive order to close.

1.09  “Charge” or “Add Funds” means to credit funds to User’s Wallet, through a linked bank account, buying offers or receiving funds from another Platform user.

1.10 “Issuer Account” refers to the selection made by a Platform user, of which MercaDolar Wallet or a linked bank account are options, to make a desired transaction.

1.11 “Issuing User” means the user that uses the MercaDolar peer to peer service to transfer money or payment requests.

1.12 “MercaDolar Peer to Peer Service” means the service of sending and requesting money that allows immediate transfers of funds.

1.13  “Transfer Money or Sending Money” means the sending of funds from a  MercaDolar Wallet to any (1) bank account or (2) other MercaDolar Wallet.

1.14 “MercaDolar Wallet” or “Wallet” means the application, used by registered users of MercaDolar’s Platform, that holds electronic currency and allows users to carry out financial transactions.

1.15 “Offer” means offers associated with transactions on the Platform.  

1.16 “Recipient User” means the individual or business that receives money or a payment request through the MercaDolar Peer to Peer Service.

1.17 “Recurring Offer” means the service through which a Platform user can configure the system to make recurring offers from their MercaDolar Wallet or a linked bank account.

1.18 “Special Services” means all activities that MercaDolar must execute due to non-compliance with the terms of this Agreement.

1.19 “Transaction” means any financial transaction, or other activity that directly relates to a financial transaction, that occurs on the Platform.

1.20 “Transaction Completed” means a successful Transaction and that is qualified as final and irreversible.

1.21 “Virtual Account” or “MercaDolar Account” means the account that is held and managed through the Platform and through which User can access the Services.

SECTION 2: INCORPORATION OF AGREEMENTS.

2.01 Terms and Conditions. The agreement titled “Terms and Conditions”, which is located at: https://www.mercadolar.com/terms-and-conditions/, is hereby incorporated by and constitutes part of this Agreement;

2.02 Buyer Agreement. The agreement titled “Buyer Agreement”, which is located at: https://www.mercadolar.com/terms-and-conditions/, is hereby incorporated by and constitutes part of this Agreement;

2.03 Seller Agreement. The agreement titled “Seller Agreement”, which is located at: https://www.mercadolar.com/terms-and-conditions/, is hereby incorporated by and constitutes part of this Agreement;

2.04 Incorporated Agreements Defined. The agreements set forth in this Section 2 shall collectively be referred to as the “Additional Agreements”.

2.05 Conflict with Additional Agreements.  To the extent that the language of this Agreement conflicts with the language of the Additional Agreements, the language of this Agreement will control.

SECTION 3: ACCEPTANCE

 3.01        Acceptance. By using the Services, you:

1. Acknowledge that you have read this Agreement in its entirety;

2. Agree that this Agreement is the same as any written negotiated agreement signed by you;

3.Understand and agree that if you i) click a box indicating your acceptance of this Agreement, or ii) use the Website or Service offered by MercaDolar, you are agreeing to the terms of this Agreement,

4. Understand and agree that this Agreement is enforceable against you and, if applicable, to any legal entity on whose behalf you are entering into this Agreement;

5. Understand and agree that MercaDolar may change, add, or remove any part of this Agreement, or any part of any Services, at any time.  If any future changes to this Agreement are unacceptable to you, you should refuse to accept any updated terms proposed to you by MercaDolar and you must discontinue using the Website and all Services.

SECTION 4: ACCOUNT AND SERVICES

4.01 MercaDolar Wallet Service. By using the Services you acknowledge that: (i) You must be the holder of a U.S. bank account and be able to receive and make ACH transfers (ii) we are not a bank and your MercaDolar Wallet is not a bank account; (iii) we do not operate as trustee or fiduciary with respect to the balances of your MercaDolar Wallet and (iv) we do not pay interest on the balance of your MercaDolar Wallet.

4.02  Virtual Account Creation. Once you create an account on the Platform and a bank account is attached to the account, the Platform will automatically offer you the Merchant Wallet service so that you may begin trading.

4.03  Business Accounts. Business accounts may be registered by legal entities who want to use the Platform. In order to process the registration of a business account, you must provide documentation that shows the legal standing of the registering business, as well as any additional requirements that may be required by MercaDolar, for the purpose of its review and validation.

4.04 Identification Information. User agrees to provide true, accurate and complete information about their identity. The information submitted on the Platform will be reviewed and validated. User will not be able to use Services prior to receiving notification of approval.

4.05 Information Request. MercaDolar reserves the right to request any information from User that MercaDolar determines necessary and User must satisfactorily respond to the request within ten (10) Business Days. User understands and accepts that failure to comply with this requirement constitutes a breach of this Agreement and may result in the cancellation of User’s account and access to Services.

4.06 Unauthorized Account Access. You are responsible for maintaining the security of your account information, including your password and all transactions you make with your account. You also agree to notify MercaDolar immediately of any unauthorized access and use of your password, account or MercaDolar Wallet. Concerning your account:

1. You shall not authorize third parties to use your account or MercaDolar Wallet. You  are solely responsible for all acts performed through the Platform using your account, whether authorized or not.

2. You shall not create or use an account other than your own.

4.07 Transactions. Users may use the Platform to access the following services:

1. User may use the Wallet to make purchases and sales.

2. User may send and receive money from other users of the Platform.

3. User may charge and transfer money from their Wallet to and from their linked bank accounts.

4.08  Use of MercaDolar Wallet. In order to perform transactions through the MercaDolar Wallet, User must have linked a U.S. bank account to their account.

4.09 Electronic Money Charge. You can acquire electronic money through the purchase of offers available on the Platform, or through the receipt of funds by a MercaDolar user. You authorize us to obtain or receive funds in your name from the payment source of your choice, minus any applicable fee, and then issue electronic money to your account.

Notwithstanding the foregoing, you may also add money to your Wallet from a linked bank account.  Transfers from your linked bank account may take up to seventy-two (72) bank business hours. In the event that your linked bank account has insufficient funds for the transfer, you agree that we may attempt to transfer the funds from your financial institution up to two (2) more times. In addition, we may charge a fee for cancelled or incomplete transfers. For payments not settled, you agree that we may obtain payment from any financial institution that is linked to your account.

4.10 Restrictions for Electronic Money Charges. You must not initiate any Transaction involving a payment instrument or bank account, if you are not the account holder. Should you breach this clause, we have the right to damages, if we are obliged to: (i) return funds from a payment instrument or bank account that is not in your name; or (ii) investigate a transaction involving a payment instrument or bank account that is not in your name.  In the event that 4.10 (i) or (ii) occurs, we shall charge a fee for Special Services and submit for consideration the suspension or cancellation of your account.

4.11 MercaDolar Peer to Peer Service. MercaDolar provides all its users with the ability to initiate Transactions between each other, by authenticating users' data and by providing trust ratings that govern Transactions that users have previously completed. The exchanges between users are private transactions and MercaDolar only provides tools and supervision to guarantee the impartiality, accuracy and security of the Transactions, however the conditions of this Agreement do not govern such relationship. Concerning the MercaDolar Peer to Peer Service:

1. Transfer Money. You can make immediate transfers directly from your MercaDolar Wallet to another user of the Platform by entering the information requested in the section titled "Transfer Money" in your account. If the person to whom you are transferring money does not have a MercaDolar account, they can claim it by registering an account on the Platform. (a) When you make a transfer from your MercaDolar Wallet, you may not transfer an amount that exceeds the balance (plus the applicable fees) of your MercaDolar Wallet at the time of submitting the request. (b) The amount of any transfer will be deducted from the balance of your MercaDolar Wallet, plus any applicable fee.

2. Transfer Outcomes. When transferring money to a MercaDolar user, the receiving user may (1) accept the transfer, (2) reject the transfer, or (3) not claim the money sent. Transfers that are refused or not claimed within ten (10) days after the date of submission, will be refunded to your MercaDolar Wallet, minus fees.

3. Authorization to Execute. You must give your consent to the execution of all Transactions. You consent by clicking the "Accept" button, or by entering  your Account ID Information (or any button or equivalent process where you submit the necessary information for the Transaction); by doing so, you confirm that you are giving consent for the Transaction to be processed and for the relevant fees to be deducted from your account. All Transactions made using your password, your Account ID Information or any other security procedure that we require must be authorized by you. You also agree that once you have given consent, the authorization for the Transaction can no longer be revoked.

4. Payment Information. You should make sure that the payment information you enter when initiating a transfer is correct and complete. We are not responsible for transfers of funds that are sent to an incorrect account. When making a transfer to a bank account, you must ensure that the account number and email address are correct. If you have sent funds to the wrong account, you can request our assistance in reclaiming the funds. However, we will charge you a Special Services fee and we cannot guarantee that our efforts will be successful.

5. Responsible Party. You are fully responsible for the information you submit and understand that it is unlikely that we will be able to detect errors in the information submitted involving your Transactions. It is important that you make sure that all the details you provide for any Transaction are accurate. Transactions will be considered correctly executed when they have been completed using the submitted information. In some circumstances we may be able to assist you in recovering the funds and we will apply a fee for doing so. We shall not assist you in recovering funds sent incorrectly to another user, unless you have a police report reference number, or the consent of the other user involved.

6. Security. You acknowledge that certain Transactions may require different types and levels of identity and security validation and verification checks, including the use of external validation and verification systems, and you consent to us using reasonable discretion in the use and sharing of your personal information that is relevant to performance of these identity and verification checks.

7. Receiving Money. If a MercaDolar user transfers you money, it will be reflected in your Wallet balance, minus any related fees. Additionally, you will have a period of ten (10) days to refuse the money received and it will be refunded to the Issuing User.

a) You are fully responsible for transfers made and received through your Wallet. Any issues arising from transfers will be  between you and the MercaDolar user involved in the Transaction. You agree that we will not be a party to such controversy  and understand that we make no warranties or representations with respect to such transfers.

b) If you receive funds in your account that were not intended to be  transferred to you, we will be entitled to withdraw those        funds from your Wallet.

8. Payment Request. You may make money requests directly from your Wallet to another user of the Platform by entering the requested information in the "Payment Request" section of your account. The amount of any transfer received will be applied immediately to your Wallet balance, minus any applicable fees.

9. Transfers to Bank Accounts: You will be able to make transfers from your Wallet to your linked and verified bank account, which can take up to seventy-two (72) bank business hours to view the funds available and fees will be charged.

10. Intermediary Role. MercaDolar acts solely as an intermediary for the transfers of funds, under which MercaDolar is not, nor shall it be considered a party to the relationships between Users.

4.12 Right to Reject Transaction. We may reject any Transaction for the following reasons:

1. We reasonably believe that the Transaction was submitted in error;

2. We reasonably suspect fraudulent activity;

3. The submitted information is unclear, incomplete, or does not have the  required form;

4. We suspect a violation of this Agreement; and

5. When we are required to do so by law or requirements of any relevant  regulatory body. We shall notify you of such denial, our reasons for the denial and, where appropriate, how to rectify the issue that led to the denial, unless such notice (or any part of it) is prohibited by law.

4.13 Cancellation of Transactions. Transferring and requesting money operations will not be subject to cancellation or refund requests, total or partial. Fees will be applied and are not subject to cancellation or refund.

Requests for transferring money will be valid for ten (10) continuous days from the time of submission. During this period the Recipient User may reject the funds, in which case the amount of the transaction will be returned to the Wallet of the Issuing User, minus any fees.

4.14 Restrictions on Wallet Services. You are prohibited from participating in any of the following activities:

1. Any act or attempted act that we consider to be a conspiracy or abuse of bonuses or other promotions with respect to the Services;

2. Any false and/or artificial activities;

3. Any non personal purposes and not as a means of commercialization or  exploitation of a commercial activity unless, in certain circumstances determined by us, we give our prior written consent.

4.15  Limits. You acknowledge that for security reasons, some of the options available for Transactions impose maximum and minimum limits on the amounts of money that can be transferred and how often you can use a particular Transaction option. As such:

1. You understand and accept that MercaDolar may impose limits or restrictions on the number of Transactions to be carried out, the management of your account or any other limit or restriction deemed reasonable by MercaDolar. MercaDolar will notify you of such limits or Transaction restrictions related to our Services and your account.

2. MercaDolar reserves the right to establish quantity limits and amounts for all its Services. In addition, MercaDolar reserves the right to request additional authentication factors for any of its Services when it deems necessary.

SECTION 5: CONFIDENTIALITY AND NON-DISCLOSURE

5.01 Confidential Information Defined. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which either Party is engaged. Confidential Information includes all non-public information regarding either Party’s business or the terms of this Agreement.  

5.02 Exclusions from Confidential Information. Confidential Information does not include information that:

1. The recipient of the Confidential Information already knew, but only if tangibly documented;

2. Becomes public through no fault of the recipient;

3. Was independently developed by the recipient with no reference to the documented formulations of the disclosing Party, including, without limitation, designs, processes, formulas, statistics provided by third parties as compiled by the disclosing Party, products, algorithms, source code, firmware, and middleware; or

4. Was rightfully given to the recipient by another party.

5.03 Strictest Confidence. The Parties shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing Party. The Parties shall carefully restrict access to Confidential Information to themselves and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Parties shall not, without prior written approval of the other Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the disclosing Party, any Confidential Information. Each Party shall return to the other Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon written request for such.

SECTION 6: FEES AND COSTS

6.01 Fees. For each Transaction we will charge you the fees set forth on our Website and in this Agreement. You authorize us to deduct from your Wallet any applicable fee at the time of submitting a Transaction.

6.02 Changes in Fees. We reserve the right to change our fees, which will be implemented according to the fees section of our Website. Updates will be indicated in the fees section of our Website. Changes will be applied immediately without prior notice. In certain circumstances we may apply additional fees as established in the fees section of the Website or this Agreement.

6.03  Inactivity Fee. If you have funds in your MercaDolar Wallet and you have not made any Transaction for a period of twelve (12) months we will treat your MercaDolar account as inactive (hereinafter "Inactive Account"). You will be notified of this potential change one (1) month in advance by email.

1. After your Account has been inactive for twelve (12) months, we will apply an administration fee ("Inactivity Fee"). You will still have access to your account if you wish to initiate a Transaction in the future.

2. After twenty-four (24) months of account inactivity, we will apply a second Inactivity Fee. You will still have access to your account if you wish to initiate a Transaction in the future.

3. After thirty-six (36) months of account inactivity, we will apply a third and final Inactivity Fee and we will close your Account. You will not be able to log in to your account after this period, but you can claim your funds by contacting the customer service.

4. Details of the amount of the fee for inactivity can be found on the fees page of our Website. The fee for inactivity will be charged until one of the following situations occurs: a) you make a Transaction; b) the balance of the account reaches zero; or c) the account is an Inactive Account for a total of thirty-six (36) months, after which we will close the account.

6.04 Other Fees. In addition to the fees described above, you understand and agree that you are responsible for the charges, costs, and expenses incurred by MercaDolar as a result of the Transactions you initiated that were reversed or resulted in errors when processing.

6.05 Special Services. MercaDolar reserves the right to charge variable fees, for  Special Services that are required due to non-compliance with this Agreement, which directly affect the execution of Transactions, for which MercaDolar must         execute additional activities for the review, verification, investigation and/or any         action that MercaDolar must perform in order to continue operations.

6.06 Negative Balances and Reimbursements. If a negative balance occurs in your Wallet, you will be required to pay the negative balance by adding sufficient funds to your Wallet, to return it to at least a zero balance. Failure to do so will be a breach of this Agreement. You agree to pay us the outstanding amount immediately upon request. We reserve the right to charge this outstanding amount automatically to your linked bank account or from subsequent amounts that are added to your Wallet. We will be entitled to charge you for any reasonable expenses we suffer as a result of any negative balance in your Wallet.

We reserve the right, at any time, to send reminders or take other measures to collect the debt, including, among others, the hiring of a debt collection agency or legal counsel. We reserve the right to charge you for reasonable expenses incurred in connection with any activity of collection or execution of debts. This provision will remain in force after the termination of this Agreement.

6.07  Balance and Statement of Account. The money you receive from other MercaDolar users, as well as the amounts from the acquisition of offers and any other transaction, will be added to the balance of your Wallet.

Transactions are shown in your online history along with the date of receipt or transmission (the value date of the credit or debit) and the charged fees. Each Transaction is assigned a transaction ID or locator and is displayed in the transaction history. We will not alter or modify the information shown in your online transaction history. You must indicate this transaction ID or locator each time you contact us in relation to a particular Transaction. You should periodically check the balance of your Wallet and your transaction history. You must report any irregularity or clarify any questions you may have as soon as possible by contacting the customer service.

6.08  Closure of Your Account and Transfer of Your Funds. If you wish to close your account, you may do so by notifying us in writing. During the closing process, you can transfer the entire balance from your Wallet (excluding the amounts not paid by your financial institution). We will process the transfer request provided that all identity checks, security validation and verification are completed correctly.

You will not be able to close your account for the following reasons:

1. To evade an investigation;

2. If you have a pending transaction or an open dispute or claim; or,

3. If your account has a negative balance.

SECTION 7: MISCELLANEOUS

7.01 Guarantees, Responsibilities and Resignations. The Parties make the following warranties and guarantees:

1. MercaDolar will validate and verify with third parties, any information you provide us and at any time.

2. MercaDolar will make reasonable efforts to ensure that the debit and credit operations of your account are processed in a timely manner. However, a number of factors, several of which are beyond our control, will contribute to the time processing is complete. We do not declare or warrant continuous, uninterrupted or secure access to the Services, which could be affected by factors beyond our control, or that may be subject to periodic testing, repairs, improvements, outages or maintenance.

3. That you have determined that the opening and maintenance of your MercaDolar Wallet does not violate any law or regulation in your country of residence and jurisdiction. You warrant that you are not infringing any law or regulation for the use of the Service and agree to pay us, our associated companies, holding companies, subsidiaries, agents and subcontractors the amount of all claims, losses, damages, expenses and responsibilities that we have suffered, our associated companies, holding companies, subsidiaries, agents and subcontractors as a result of your use of the Service in violation of any law or regulation. This provision will remain in force after the termination of this Agreement.

4. In the event of an unauthorized payment or an incorrectly executed payment due to an error on our part, we will return the payment as soon as possible, including all deducted fees. This clause will not apply:

a. In the event that the unauthorized payment is due to the fact that you have not kept your Account ID Information secure in accordance with requirements of this Agreement, in which case you will be responsible of the corresponding fees.

b. If you do not immediately notify us of any loss of your password or any other event that could reasonably have compromised the security of your account once you have become aware of such an event, in which case you will be liable for the losses incurred up to the time when we notify you.

c. In the event that the Transaction is not authorized and you have acted fraudulently or have endangered the security of your account via negligence, in which case you will be responsible for all losses.

d. If you do not question and inform us of the unauthorized or incorrectly executed transaction within a period of one (1) month from the date of the transaction.

5. Subject to all of the above, we will not be responsible for any interruption or impediment of our Services, nor for the interruptions or impediments of the services of intermediaries in which we use to fulfill our obligations under this Agreement, provided that said interruption or impediment is due to anomalous or unforeseeable circumstances beyond our control or control of the affected intermediary.

6. We will not be liable for any indirect or derivative loss, including, but not limited to, loss of profits, business losses or loss of reputation. We will not be responsible for any loss arising from our compliance with legal and regulatory requirements.

7. No provision of this Agreement may be applied to exclude liability for death or injury due to negligence, fraud or fraudulent representation, or for any legal liability that cannot be excluded or modified by an agreement between the Parties.

8. Our obligation under this Agreement is limited to providing you with an electronic money account and related payment services, and does not imply any assertion or warranty in relation to the quality, security or legality of any product or service provided by any intermediary.

9. We will not be responsible for the valuation or payment of taxes, liens or other charges that may arise from the use of the MercaDolar Wallet, account or the Services.

10. You agree to defend, reimburse or compensate, and exempt MercaDolar and our subsidiaries from any claim, demand, expenses or costs (including legal fees, fines or penalties) that we incur or that may affect us and that have arisen due to a breach of this Agreement, any applicable law or regulation or the use of the Services made by you or your agents. This provision will remain in force after the termination of this Agreement.

7.02 IP Rights. You agree that MercaDolar shall retain all right, title and interest in all trademarks, trade names, logos, website designs, text, content and graphics, and other intellectual property rights used by us in connection with the Service, and any use, reproduction, modification or distribution by you of such trademarks, trade names, logos, website designs, text, content and graphics, and other rights of intellectual property, are prohibited.

The contents of the Website, Platform, and Services, as well as the software that allows users to access and use its account, are the property of MercaDolar and are protected by international laws and treaties on copyright, trademarks, patents, industrial designs and models. The abuse and the total or partial reproduction of these contents is prohibited, without the express written consent of MercaDolar.

7.03 Rights of MercaDolar. MercaDolar reserves the right to:

1. Block all access to your account and Services in the event that illegalities, fraud, frauds and/or any other act that infringes and/or is contrary to this Agreement, are found or suspected. MercaDolar reserves the irrevocable right to: i) not process and/or credit payments; ii) suspend for an indefinite period the availability of the funds of in User's Wallet; iii) block any transfer of funds requested by User to his bank account; or iv) suspend User's account for an indefinite period of time. The execution of any of the above, will not generate any liability on behalf of MercaDolar.

2. Verify information by requesting User to submit any information that MercaDolar deems necessary, in its sole discretion, to confirm the registration data provided by User. In the event that MercaDolar cannot confirm such user data, MercaDolar may suspend User's access to their account and Services.

3. Suspend User's access to their account and Services if it is determined that any information provided by User is incorrect.

7.04  Limitation of Liability.

1. Errors. User is responsible for the information provided when using the Services, and is responsible for any error in the information submitted.

2. Notwithstanding the foregoing, the legal liability of MercaDolar against User and/or any third party, except for fraud, will be up to the value of the Transaction involved.

3. In no case will MercaDolar be responsible for loss of profit, loss of chance, loss of use, loss of production, loss of contracts, loss of savings, and in general, for any other indirect or consequential damage or loss that may be suffered by User and is related to the use of the Platform or Services.

7.05 Amendment. This Agreement may only be changed or supplemented by a written amendment signed by authorized representatives of each Party.

7.06 Assignment. We have the right, at our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.

7.07 Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered (i) personally or by internationally-recognized express consignment service (e.g., FedEx), (ii) when sent by facsimile transmission (with electronic confirmation of receipt), or (iii) on the day of transmission if sent by electronic mail (“email”), and written confirmation of receipt is obtained promptly after completion of transmission, or (iv) when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to MercaDolar at the address given in the preamble to this Agreement or to you at the address provided in your account.

7.08 Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of New York, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary.

The Parties agree that any non-arbitration legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in the State of New York.

7.09 Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section.

7.10 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties, replacing all other written and/or previous agreements except those referenced herein, which shall become a part of this Agreement.

7.11 Validly Existing. If either Party is a corporation, limited liability partnership, or a limited liability company, said Party warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement, and the individual executing this Agreement on behalf of the Party has been duly authorized to act for and to bind the Party.

7.12 Severability. The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

7.13 Arbitration; Consent to Personal Jurisdiction. Any dispute, controversy or claim arising from, out of or in connection with, or relating to, this Agreement, or any breach or alleged breach of this Agreement, except allegations of violations of Federal or State securities laws, will upon the request of any Party involved be submitted to any private arbitration service in the State of New York and a single arbitrator will be chosen to reside over the proceeding. The dispute once submitted shall be settled by binding arbitration conducted in the State of New York (or at any other place or under any other form of arbitration mutually acceptable to Parties involved), provided, however, that in the event of any such controversy or claim, (i) neither party will initiate arbitration within the first thirty (30) days after the aggrieved party first notifies the other party of the controversy or claim and (ii) during such thirty (30) day period, both Parties convene at least once in a mutually agreed to location to endeavor in good faith to amicably resolve the controversy or claim. Any award rendered shall be final, binding and conclusive upon the Parties and shall be non-appealable, and a judgment thereon may be entered in the highest State or Federal court of the forum, having jurisdiction. The expenses of the arbitration shall be borne equally by the Parties to the arbitration, provided that each Party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees, except that in the discretion of the arbitrator, any award may include the costs, fees and expenses of a Party’s attorneys.

7.14 Attorneys Fees. If any arbitration or legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred in connection with such arbitration or legal proceeding. The term “prevailing party” shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court or the arbitrator.

7.15 Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative.

7.16 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their respective successors and assigns.

7.17 Compliance. Each Party expressly agrees they shall not violate any law, statute, ordinance, rule, regulation, judgment, decree, order, writ or injunction of any federal, state or local authority, court, agency, bureau, board, commission, department or governmental body of any country in which business is being conducted.

7.18 Relationship. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture, contractor or employee of the other Party for any purpose.

7.19 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

 

MercaDolar, Inc.
MercaDolar Seller Agreement
Last Updated: September, 2019

This Seller Agreement (this “Agreement”), is between you or the entity on whose behalf you are entering into this Agreement (hereinafter "you" or “Seller”) and MercaDolar, Inc., a New York corporation, located at 25 Broadway 9TH Floor, New York, NY 10004 (hereinafter Company” or “us” or “weor “MercaDolar”). MercaDolar and Seller may be referred to individually as the “Party”, or collectively, the “Parties”.

 RECITALS

WHEREAS, MercaDolar operates an online currency exchange platform (the “Website” or “Platform”); and,

WHEREAS, Seller desires to use the Platform and the services offered on the Platform (the “Services”) for a potential currency exchange transaction.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 SECTION 1: DEFINITIONS AND INTERPRETATIONS

 1.01 Words in the singular shall include the plural and vice versa.

 1.02 A reference to one gender shall include a reference to the other genders.

 1.03 A reference to writing or written includes e-mail.

 1.04 Any obligation in this Agreement on a Party not to do something includes an obligation not to agree or allow that thing to be done.

 1.05 Any phrase introduced by the terms “including”, “include”, “in particular “or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 1.06 References to sections or clauses are to the sections or clauses of this Agreement.

 1.07 “Business Day” means any day, other than a Saturday or Sunday or a day on which banking institutions in the United States are authorized or obligated by law, regulation or executive order to close.

 1.08 “Buyer” means the person who accepts an offer made by a seller and agrees to make payment in the manner set forth by this Agreement.

 1.09 “Buyer Disbursement” means the disbursement of initial deposit, minus applicable fees, to a Buyer upon the occurrence of a satisfactory transaction.

 1.10 “Dispute” means any dispute regarding a transaction commenced with MercaDolar within the permissible dispute period.

 1.11 “Dispute Period” means the available time frame for a seller to inform MercaDolar of any Disputes, such as incomplete payment, regarding a transaction before it is deemed a satisfactory transaction.

 1.12 “Exchange Rate” means the value of each USD in the lawful currency of Venezuela, presently Venezuelan Bolivars, as specified by the seller at the moment the offer is made.

 1.13 “Initial Deposit” means a monetary deposit made by the seller to MercaDolar, which shall be held by MercaDolar until a transaction between the seller and a Buyer is deemed a satisfactory transaction.

 1.14 “Marketplace” means the area of MercaDolar’s website where listings of offers published by a seller can be found.

 1.15“MercaDolar Wallet” or “Wallet” means the application, used by registered users of MercaDolar’s Platform, that holds electronic currency and allows users to carry out financial transactions.

 1.16“Offer” means a payment proposal initiated by a seller.

 1.17 “Payment” means funds transmitted to a recipient pursuant to a lawful currency exchange performed by a Buyer pursuant to an Offer.

 1.18 “Payment Instruments” means all methods of payment allowed by MercaDolar.

 1.19  “Quote” means the financial details of an Offer, including the amount of USD to be transmitted to a recipient and any applicable fees

 1.20 “Recipient” means the person or company designated by the seller and specified in the Offer, who will receive Payment from the Buyer.

 1.21 “Satisfactory Transaction” means a transaction completed pursuant to the terms of this Agreement, considered final and irreversible.

 1.22  "Seller” means the person who creates an Offer using the Services provided by MercaDolar.

 1.23  “Special Services” means all activities that MercaDolar must execute due to non-compliance with the terms of this Agreement.

 1.24 “Transaction” means the process by which an Offer has been accepted by a Buyer and Payment is made to a designated Recipient.

 1.25 Virtual Account or “MercaDolar Account means the account that is held and managed through the Platform and through which User can access the Services.

 SECTION 2: INCORPORATION OF AGREEMENTS

 2.01 Terms and Conditions. The agreement titled “Terms and Conditions”, which is located at: http://www.mercadolar.com/terms, is hereby incorporated by and constitutes part of this Agreement;

 2.02 Electronic Wallet User Agreement. The agreement titled “Electronic Wallet User Agreement”, which is located at: http://www.mercadolar.com/terms, is hereby incorporated by and constitutes part of this Agreement;

 2.03 Buyer Agreement. The agreement titled “Buyer Agreement”, which is located at: http://www.mercadolar.com/terms, is hereby incorporated by and constitutes part of this Agreement;

 2.04 Incorporated Agreements Defined. The agreements set forth in this Section 2 shall collectively be referred to as the “Additional Agreements”.

 2.05        Conflict with Additional Agreements.  To the extent that the language of this Agreement conflicts with the language of the Additional Agreements, the language of this Agreement will control.

 SECTION 3: ACCEPTANCE

 3.01   Acceptance. By using the Services, you:

1. Acknowledge that you have read this Agreement in its entirely;

2. Agree that this Agreement is the same as any written negotiated agrrement signed by you;

3. Understand and agree that if you i) click a box indicating your acceptance of this agreement, or ii) use the Website or Service offered by MercaDolar, you are agreeing to the terms of this agreements;

4. Understand and agree that this Agreement is enforcable against you an, if applicabe, to any legal entity on whose behalf you are entering into this agreement;

5. Understand and agree that MercaDolar may change, add, or remove any part of this Agreement, or any part of any Services, at any time. If any future changes to this Agreement are unacceptable to you, you should refuse to accept any updated terms proposed to you by MercaDolar and you must discontinue using the Website and all Services. 

SECTION 4: SELLER SERVICES

4.01 Offer Creation. The Platform allows Seller to create Offers and specify the terms of the Offers.  All Offers are must comply with the terms of this Agreement.  You understand that no Offer will not be published on the Platform until your Initial Deposit has been successfully withdrawn, from your linked bank account or from your MercaDolar Wallet, and has been processed by the receiving financial institution appointed by MercaDolar.

4.02 Account Authorization. By creating an Offer using the Services, you acknowledge and agree that you are authorizing MercaDolar to debit an amount equal to the Initial Deposit from your linked bank account via an “ACH Payment” or from your MercaDolar Wallet.  The Initial Deposit, including all applicable fees, are due and payable before MercaDolar publishes your Offer, and shall be deducted from the available funds in your bank account or your MercaDolar Wallet immediately. If there are insufficient funds in your bank account or in your Wallet, publication of your Offer shall not occur. You agree not to create an Offer with a resulting Initial Deposit that will exceed your transfer limits or the balance of your bank account or your Wallet. In the event of a Dispute or for any other reason, you further agree not to initiate a chargeback for the ACH Payment without first allowing MercaDolar the opportunity to resolve the matter within a reasonable time or reverse the debit transaction.

 4.03  Recurring Offers. When you create an offer on the Platform, you will have the option to configure the system to make recurring offers (the “Recurring Offers”) from your MercaDolar Wallet, it will be made in accordance with the options selected by the Seller and the designated Recipient, indicating the amount, rate and percentages of variation.

1. If you wish to modify or cancel any recurring offer, you may do so by logging into your profile, placing the Offer you wish to adjust into your transactions history, and proceeding to make the required changes. MercaDolar is not responsible for the Recurring Offer (s) deducted from your account prior to the process of adjusting and/or cancelling the Offer. 

2. It is your responsibility to ensure that your wallet has sufficient funds to make the Recurring Offer you have set up. MercaDolar is not responsible for fees and/or charges imposed on it as a result of insufficient funds. If the account enters negative balance, you may incur additional fees. 

3. MercaDolar may cancel a Recurring Offer publication, provided that it affects the operations of the Platform, or in case of suspicion or doubt about the request for recurrent publication.

 4.04 Terms of Funds Holding. MercaDolar is legally committed to protect the funds deposited for Payment (the “Payment Funds”) pursuant to the creation of an Offer. Payment Funds will be held in a financial institution designated by MercaDolar and located in the United States of America. You expressly acknowledge and understand that Payment Funds are not insured by the Federal Deposit Insurance Corporation (FDIC), MercaDolar, or any third party. Under no circumstances shall MercaDolar be required to use Payment Funds for investment. You hereby understand and agree that once an Initial Deposit is processed, the funds constituting the Payment will be held by MercaDolar until (i) the Offer results in a successful Transaction, or (ii) you are entitled to a refund.

 4.05 Selling Quotes. Before submitting your Offer, you will be given an opportunity to review the details of your Quote, which shall include, at a minimum: (i) the amount of your Offer, (ii) the Exchange Rate, (iii) MercaDolar’s commissions and/or fees, (iv) the recipient data, (v) any other applicable fees, such as transfer fees, and (vi) the calculated total Payment. You hereby understand and agree that it is your responsibility to verify the correctness of the calculations and the accuracy of the information. Once an Offer is created and accepted by a Buyer, it cannot be modified.

4.06 Publication of the Offer. When the Offer has been created and the Initial Deposit has been processed, there will be a clearing period before the funds are processed by the financial institution designated by MercaDolar. During this period, the Offer will be inactive. Once the processing is complete and the funds are available in the account, MercaDolar will immediately proceed to publish the Offer on the Marketplace (hereinafter “Publication”), and it will be available for acceptance by Buyers. If the Offer is created using the Seller’s Wallet the process will be automatic but will take some time during the validation process.

 You understand that, once the Offer is published, the Offer will be valid for ten (10) continuous days on the Marketplace, during which time you may make modifications to the Offer until such Offer is purchased by a Buyer or removed from the Marketplace due to expiration. MercaDolar will notify you via email about the validity of your Offer on the Marketplace and once canceled, the corresponding funds will be refunded minus the applicable fees.

 4.07 Recipient Information. You hereby understand that an Offer shall include, at a minimum, the following required Recipient information:

1. Recipient´s full name;

2. Recipient`s Venezuelan identification number (Cedula de Identidad or R.I.F.)

3. Name of Recipient´s financial institution; 

4. Recipient`s account number at the Recipient`s financial institution;

5. ABA and Swift numbers for the Recipient`s financial institution;

6. The address of Recipient’s financial institution;

7. Recipient´s U.S. social security number (if available).

 4.08 Other Required Information. You further agree to promptly provide any other information or documentation required by MercaDolar or any of its affiliates or partners to comply with any applicable laws or regulations and any internal compliance activities.

 4.09 Information Made Public. Seller understand that the name of the Recipient’s financial institution will be made publicly available to other users in the Marketplace. Once a Buyer enters accepts an Offer, the remaining details comprising the Recipient’s Information shall be provided to the Buyer.

 4.10 Duty to Verify Information. It is your responsibility to verify all information provided. You agree that under no circumstances shall MercaDolar be liable or responsible for any data-entry errors, mistakes or omissions with respect to Recipient information or any delays caused by any third parties such as financial institutions or ACH providers, other than MercaDolar, involved in the Transaction.

 4.11 Payment Instruments. Currently, only bank transfers and MercaDolar Wallet shall be permissible Payment Instruments for Transactions. Bank transfers include, but are not limited to, ACH payments or wire transfers.

 4.12  The Transaction. Once the Offer is accepted by the Buyer, the Buyer shall transmit the Payment to the Seller using the Seller information provided in the Offer. The Buyer shall then immediately notify MercaDolar of the Payment on the “Notification of Completed Payment” section of the MercaDolar Website available in the "Transaction History" module or by accessing the link available in the email received when making the purchase called "Purchase Details", and provide to MercaDolar the name of the financial institution used to complete the Payment as well as the reference number provided by said financial institution evidencing the transmission of the Payment pursuant to the terms of the Offer. The Buyer shall transmit the Payment and provide said reference number within two (2) hours of accepting the Offer. In the event that an Offer is not accepted the Seller may modify the Offer by (i) modifying the Exchange Rate, or (ii) removing the Offer from the Marketplace.

 4.13  Dispute Period. Once the Seller receives the reference number provided by the Buyer, the Seller shall have a limited time to initiate a Dispute (the “Dispute Period”) if the Seller finds any irregularities with respect to the Payment. Such irregularities include, but are not limited to, Payments which are not received by the Receiver, or Payments in an amount different than specified in the Offer. Once a Dispute is resolved by MercaDolar, or if no Dispute is initiated during the Dispute Period, or once the Dispute Period has expired, the Transaction shall be deemed a Satisfactory Transaction, and Buyer Disbursement shall be made.

 Depending on the type of Transaction and Payment established, the Seller will have the following time to initiate a Dispute:

a. For payments not received and involving different banks, the Seller has a period of twenty four (24) banking hours from the notification of Payment by the Buyer, to initiate a Dispute a maximum of forty eight (48) hours, after that period the system will automatically pay the buyer.

 b. For payments not received and involving the same bank, the Seller has a period of six (6) hours from the notification of Payment by the Buyer, to initiate a Dispute and a maximum of twenty four (24) hours, after that period the system will automatically pay the buyer.

SECTION 5: CONFIDENTIALITY AND NON-DISCLOSURE

5.01 Confidential Information Defined. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which either Party is engaged. Confidential Information includes all non-public information regarding either Party’s business or the terms of this Agreement.

5.02 Exclusions from Confidential Information. Confidential Information does not include information that:

1. The recipient of the Confidential Information already knew, but only if tangibly documented;

2. Becomes public through no fault of the recipient;

3. Was independently developed by the recipient with no reference to the documented formulations of the disclosing Party; including, without limitation, designs, processes, formulas, statistics provided by third parties as compiled by the disclosing Party, products, algorithms, source code, firmware, and middleware; or;

4. Was rightfully given to the recipient by another party.

5.03 Strictest Confidence. The Parties shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing Party. The Parties shall carefully restrict access to Confidential Information to themselves and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Parties shall not, without prior written approval of the other Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the disclosing Party, any Confidential Information. Each Party shall return to the other Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon written request for such.

5.04 Personal and Confidential Information Disclosures. This information shall not be made available by MercaDolar to any other party, except as set forth in this Agreement and in cases in which such information is requested by federal, state, or local official authorities (e.g., U.S. Internal Revenue Service, Federal Bureau of Investigation, U.S. Drug Enforcement Administration, and any Federal court); provided, however, MercaDolar shall not share any information with authorities of the Government of Venezuela.

 SECTION 6: FEES AND EXPENSES

 6.01 Fees. You acknowledge and agree that the fees charged by MercaDolar to the Buyer and to the Seller for provision of the Services in support of the Transaction (the “Fees”) shall be paid by such parties as set forth herein and may be modified by MercaDolar at any time, without notice to the Buyer or the Seller. MercaDolar reserves the right to charge varying Fees to the Buyer and the Seller in accordance with the terms and particulars of any Transaction. Current Fees shall be specified in MercaDolar’s table of Fees and costs available on the MercaDolar Website, and will be automatically deducted from the Buyer and Seller in the following manner:

1. From the Seller. The Fees shall be added to the Offer amount and shall comprise the Initial Deposit required for publication of the Offer. In the event the Seller withdraws an Offer before it has been accepted by a Buyer, MercaDolar reserves the right to retain the Fees collected from the Seller for said Offer.

2. From the Buyer. The Fees shall be deducted from the Buyer Disbursement.

6.02  Insufficient Funds; Additional Fees or Charges. Seller understands and agrees that Seller may be liable to MercaDolar for additional fees or charges in the event that (i) there are insufficient funds in your bank account or your Wallet to cover an Offer, (ii) you initiate a chargeback of the ACH Payment, or (iii) if MercaDolar rejects an Offer for any other reason.

 6.03 Transaction Fees. The cost for ordinary withdrawals and deposits (effectuated within two (2) Business Days) via ACH made to banks domiciled in the United States, under the conditions specified by MercaDolar, will be the sole responsibility of MercaDolar. Costs for expedited withdrawals or deposits, or wire or swift transfers (other than ACH transfers), shall be responsibility of the Buyer or the Seller, as applicable, unless otherwise specified in a separate written agreement. Likewise, all Payment transaction fees, such as transfer fees imposed by the financial institutions of Venezuela, will be the responsibility of, and will be paid by, the Buyer.

 6.04 Refunds. In the event that a Transaction is cancelled, a refund of Payment funds minus applicable fees shall be executed within seven (7) Business Days. Additionally, any additional charges that may be incurred as a result of said cancellation shall be deducted from any refund of Payment funds. Seller will be notified prior to debiting such amount from a Payment funds. Seller’s authorization under this Section shall remain in effect for the duration of the existence of your account with MercaDolar and for ninety (90) days after the termination of this Agreement.

 6.05 Special Services. MercaDolar reserves the right to charge variable fees, for Special Services that are required due to non-compliance with this Agreement, which directly affect the execution of Transactions, for which MercaDolar must execute additional activities for the review, verification, investigation and/or any action that MercaDolar must perform in order to continue operations. Additional activities include but are not limited to:

1. Modification of Banking Data of the Parties. At times it may be necessary for MercaDolar to make changes to the banking information, provided by a Buyer or Seller, due to the Buyer or Seller not providing the correct information.

2. For Breach Related to Execution of Payments. When the Buyer does not make a Payment within the allotted time period; provided that it fails to demonstrate that said breach was generated by causes beyond its control that prevented the execution of the Payment. In such case, MercaDolar must execute actions to verify the causes of said noncompliance and safeguard the interests of the Parties, which results in the application of Special Services.

4. Failute to comply with the Payment Terms Established by Seller. Once the Seller establishes the terms of purchase of the published Offer, the Buyer must agree to abide by those terms. If the Buyer does not abide by the Offer terms, MercaDolar may have to become directly involved in the Transaction to resolve the issue, which results in the application of Special Services. 

4. Non-compliance with Terms- Generally. Any non-compliance which directly affect a Transaction, may result in MercaDolar becoming directly involved in the in the Transaction to resolve the issue, which results in the application of Special Services. 

 SECTION 7: CANCELLATION AND TERMINATION

 MercaDolar reserves the right to cancel any Transaction for any reason and without any prior notification to either the Buyer or the Seller. Furthermore, this Agreement can be terminated at any time and without notification for any of the following reasons:

If MercaDolar considers that any of the parties involved in this Agreement have engaged in any action that may undermine compliance of applicable laws and regulations.

If MercaDolar suspects the illisit use of currency, including but not limited to, money laundering.

3. If the Seller and/or Buyer provide false, illegitimate, expired, or forged documentation.

4. If for any reason, the Seller and/or Buyer is explicitly banned from participating in the United States financial system, participating in a transaction in or through the United States, or if by any reason, the Seller and/or Buyer becomes subject of a formal investigation by any local, state, federal, or supra-national authority or law enforcement agency (other than authorities and agencies of the Government of Venezuela) for financial irregularities or alleged criminal activity.

 SECTION 8: MISCELLANEOUS

 8.01 Financial Transactions. MercaDolar clears all of its financial transactions through the system owned by Synapse Financial Technologies Inc (hereinafter “SynapseFI”). By using the Services, you agree to be bound by SynapseFI’s terms of service and privacy policy located at https://synapsefi.com/privacy/; both of which are incorporated herein by reference and constitute Additional Terms. In turn, SynapseFI uses its financial institution partners (as that term is defined in the SynapseFI’s Terms of Service) to complete each transaction.

Currently, SynapseFi uses Independent Bank and Triumph Bank; however, such financial institution partners may be changed from time to time without notice to you. Please note that the no Transaction is directly supported by, or endorsed or certified by SynapseFi or its financial institution partners, and neither SynapseFi nor the financial institution partners makes any representations or warranties and makes no claims regarding any Transaction.

8.02  Amendment. This Agreement may only be changed or supplemented by a written amendment, signed by authorized representatives of each Party.

 8.03 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.

 8.04 Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered (i) personally or by internationally-recognized express consignment service (e.g., FedEx), (ii) when sent by facsimile transmission (with electronic confirmation of receipt), or (iii) on the day of transmission if sent by electronic mail (“e-mail”), and written confirmation of receipt is obtained promptly after completion of transmission, or (iv) when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to MercaDolar at the address given in the preamble to this Agreement or to you at the address provided in your account.

 8.05 Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of New York, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary.

The Parties agree that any non-arbitration legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in the State of New York.

8.06 IP Rights. You agree that MercaDolar shall retain all right, title and interest in all trademarks, trade names, logos, website designs, text, content and graphics, and other intellectual property rights used by us in connection with the Service, and any use, reproduction, modification or distribution by you of such trademarks, trade names, logos, website designs, text, content and graphics, and other rights of intellectual property, are prohibited.

 The contents of the Website, Platform, and Services, as well as the software that allows users to access and use its account, are the property of MercaDolar and are protected by international laws and treaties on copyright, trademarks, patents, industrial designs and models. The abuse and the total or partial reproduction of these contents is prohibited, without the express written consent of MercaDolar.

 8.07 Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section.

 8.08 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties, replacing all other written and/or previous agreements except those referenced herein, which shall become a part of this Agreement.

 8.09 Validly Existing. If either Party is a corporation, limited liability partnership, or a limited liability company, said Party warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement, and the individual executing this Agreement on behalf of the Party has been duly authorized to act for and to bind the Party.

 8.10 Severability. The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

 8.11 Arbitration; Consent to Personal Jurisdiction. Any dispute, controversy or claim arising from, out of or in connection with, or relating to, this Agreement, or any breach or alleged breach of this Agreement, except allegations of violations of Federal or State securities laws, will upon the request of any Party involved be submitted to any private arbitration service in the State of New York and a single arbitrator will be chosen to reside over the proceeding. The dispute once submitted shall be settled by binding arbitration conducted in the State of New York (or at any other place or under any other form of arbitration mutually acceptable to Parties involved), provided, however, that in the event of any such controversy or claim, (i) neither party will initiate arbitration within the first thirty (30) days after the aggrieved party first notifies the other party of the controversy or claim and (ii) during such thirty (30) day period, both Parties convene at least once in a mutually agreed to location to endeavor in good faith to amicably resolve the controversy or claim. Any award rendered shall be final, binding and conclusive upon the Parties and shall be non-appealable, and a judgment thereon may be entered in the highest State or Federal court of the forum, having jurisdiction. The expenses of the arbitration shall be borne equally by the Parties to the arbitration, provided that each Party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees, except that in the discretion of the arbitrator, any award may include the costs, fees and expenses of a Party’s attorneys.

 8.12 Attorneys Fees. If any arbitration or legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred in connection with such arbitration or legal proceeding. The term “prevailing party” shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court or the arbitrator.

 8.13 Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative.

 8.14 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their respective successors and assigns.

 8.15 Compliance. Each Party expressly agrees they shall not violate any law, statute, ordinance, rule, regulation, judgment, decree, order, writ or injunction of any federal, state or local authority, court, agency, bureau, board, commission, department or governmental body of any country in which business is being conducted.

 8.16 Relationship. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture, contractor or employee of the other Party for any purpose.

 8.17 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

MercaDolar, Inc.
MercaDolar Buyer Agreement
Last Updated: September, 2019

 This Buyer Agreement (this “Agreement”), is between you or the entity on whose behalf you are entering into this Agreement (hereinafter "you" or “Buyer”) and MercaDolar, Inc., a New York corporation, located at 25 Broadway 9TH Floor, New York, NY 10004 (hereinafter Company” or “us” or “weor “MercaDolar”). MercaDolar and Buyer may be referred to individually as the “Party”, or collectively, the “Parties”.

 RECITALS

WHEREAS, MercaDolar operates an online currency exchange platform (the “Website” or “Platform”); and

WHEREAS, Buyer desires to use the Platform and the services offered on the Platform (the “Services”) for a potential currency exchange transaction.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 SECTION 1: DEFINITIONS AND INTERPRETATIONS

 1.01  Words in the singular shall include the plural and vice versa.

 1.02 A reference to one gender shall include a reference to the other genders.

 1.03 A reference to writing or written includes e-mail.

 1.04 Any obligation in this Agreement on a Party not to do something includes an obligation not to agree or allow that thing to be done.

1.05 Any phrase introduced by the terms “including”, “include”, “in particular “or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.06 References to sections or clauses are to the sections or clauses of this Agreement.

 1.07 “Business Day” means any day, other than a Saturday or Sunday or a day on which banking institutions in the United States are authorized or obligated by law, regulation or executive order to close.

 1.08  “Buyer” means the person who accepts an offer made by a seller and agrees to make payment in the manner set forth by this Agreement.

 1.09 “Buyer Disbursement” means the disbursement of initial deposit, minus applicable fees, to a Buyer upon the occurrence of a satisfactory transaction.

 1.10 “Dispute” means any dispute regarding a transaction commenced with MercaDolar within the permissible dispute period.

 1.11 “Dispute Period” means the available time frame for a seller to inform MercaDolar of any Disputes, such as incomplete payment, regarding a transaction before it is deemed a satisfactory transaction.

 1.12 “Exchange Rate” means the value of each USD in the lawful currency of Venezuela, presently Venezuelan Bolivars, as specified by the seller at the moment the offer is made.

 1.13 “Initial Deposit” means a monetary deposit made by the seller to MercaDolar, which shall be held by MercaDolar until a transaction between the seller and a Buyer is deemed a satisfactory transaction.

 1.14 “Marketplace” means the area of MercaDolar’s website where listings of offers published by a seller can be found.

 1.15 “MercaDolar Wallet” or “Wallet” means the application, used by registered users of MercaDolar’s Platform, that holds electronic currency and allows users to carry out financial transactions.

 1.16 “Offer” means a payment proposal initiated by a seller.

 1.17 “Payment” means funds transmitted to a recipient pursuant to a lawful currency exchange performed by a Buyer pursuant to an Offer.

 1.18 “Payment Instruments” means all methods of payment allowed by MercaDolar.

 1.19 “Quote” means the financial details of an Offer, including the amount of USD to be transmitted to a recipient and any applicable fees

 1.20 “Recipient” means the person or company designated by the seller and specified in the Offer, who will receive Payment from the Buyer.

 1.21 “Satisfactory Transaction” means a transaction completed pursuant to the terms of this Agreement, considered final and irreversible.

 1.22 “Seller” means the person who creates an Offer using the Services provided by MercaDolar.

 1.23 “Special Services” means all activities that MercaDolar must execute due to non-compliance with the terms of this Agreement.

 1.24 “Transaction” means the process by which an Offer has been accepted by a Buyer and Payment is made to a designated Recipient.

 SECTION 2: INCORPORATION OF AGREEMENTS

 2.01 Terms and Conditions. The agreement titled “Terms and Conditions”, which is located at: http://www.mercadolar.com/terms, is hereby incorporated by and constitutes part of this Agreement;

 2.02 Electronic Wallet User Agreement. The agreement titled “Electronic Wallet User Agreement”, which is located at: http://www.mercadolar.com/terms, is hereby incorporated by and constitutes part of this Agreement;

 2.03 Seller Agreement. The agreement titled “Seller Agreement”, which is located at: http://www.mercadolar.com/terms, is hereby incorporated by and constitutes part of this Agreement;

 2.04 Incorporated Agreements Defined. The agreements set forth in this Section 2 shall collectively be referred to as the “Additional Agreements”.

 2.05 Conflict with Additional Agreements.  To the extent that the language of this Agreement conflicts with the language of the Additional Agreements, the language of this Agreement will control.

 SECTION 3: ACCEPTANCE

  3.01   Acceptance. By using the Services, you: 

1. Acknowledge that you have read this Agreement in its entirety;

2. Agree that this Agreement is the same as any written negotiated agreement signed by you;

3. Understand and agree that if you i) click a box indicating your acceptance of this Agreement, or ii) use the Website or Service offered by MercaDolar, you are agreeing to the terms of this Agreement;

4. Understand and agree that this Agreement is enforceable against you and, if applicable, to any legal entity on whose behalf you are entering into this Agreement;

5. Understand and agree that MercaDolar may change, add, or remove any part of this Agreement, or any part of any Services, at any time.  If any future changes to this Agreement are unacceptable to you, you should refuse to accept any updated terms proposed to you by MercaDolar and you must discontinue using the Website and all Services.

 SECTION 4: BUYER SERVICES

 4.01 Buyer Disbursement Information. You hereby understand that an acceptance of an Offer must include the following required Buyer Disbursement Information, which is necessary for MercaDolar to process the Buyer Disbursement: 

1. Buyer’s full name;

2. Name of Buyer’s financial institution;

3. Buyer’s account number at that financial institution;

4. ABA and SWIFT numbers for Buyer’s financial institution;

5. The address of Buyer’s financial institution;

6. Buyer’s current telephone number (including country code and city code);

7. Buyer’s current mailing address;

8. Buyer’s current e-mail address;

9. Buyer’s scanned identification document (issued by a national or state authority; e.g., passport, national government identification (cedula, credencial para votar), driver’s license); and

10. Buyer’s U.S. social security number (if available).

 4.02 Other Required Information. You further agree to promptly provide any other information or documentation required by MercaDolar or any of its affiliates or partners to comply with any applicable laws or regulations and any internal compliance activities.

4.03 Duty to Verify Information. It is your responsibility to verify all information provided. You agree that under no circumstances shall MercaDolar be liable or responsible for any data-entry errors, mistakes or omissions with respect to the Buyer Disbursement information or any other delays caused by any third parties such as financial institutions or ACH providers (other than MercaDolar) involved in the Transaction.

 4.04 Buying Quotes. Before accepting an Offer, you will be given an opportunity to review the financial details of your Quote, which shall include, at a minimum: (i) the amount of the Offer, (ii) the Exchange Rate, (iii) the calculated total of the Payment, (iv) the full data of the recipient account, (v) MercaDolar’s fees, and (vi) any other applicable fees, such as transfer fees. You hereby understand and agree that it is your responsibility to verify the correctness of the calculations and accuracy of the information. Once you accept the Offer, the terms and conditions of that Offer cannot be modified.

 4.05 Payment Instruments. Presently, only bank transfers and MercaDolar Wallet shall be permissible Payment Instruments for Transactions. Such bank transfers include, but are not limited to, ACH payments or wire transfers.

 4.06 The Transaction. Once the Offer is accepted by the Buyer, the Buyer shall transmit the Payment to the Seller using the Seller information provided in the Offer. The Buyer shall then immediately notify MercaDolar of the Payment on the “Notification of Completed Payment” section of the MercaDolar Website, available on the "Transaction History" option or by accessing the link available in the email received when making the purchase called "Purchase Details" and provide MercaDolar the name of the financial institution used to complete the Payment as well as the reference number provided by said financial institution evidencing the transmission of the Payment pursuant to the terms of the Offer. The Buyer shall transmit the Payment and provide said reference number within two (2) hours of accepting the Offer. The Payment must be in local currency and with funds originating from trade, transactions, or business of legal origin. Failure to do so is considered grounds for annulment of the contract. Under no circumstances will MercaDolar will be responsible for mistakes made by the Seller or Buyer.

 4.07 Dispute Period. Once the Seller receives the reference number provided by the Buyer, the Seller shall have a limited time to initiate a Dispute (the “Dispute Period”) if the Seller finds any irregularities with respect to the Payment. Such irregularities include, but are not limited to, Payments which are not received by the Receiver, or Payments in an amount different than specified in the Offer. Once a Dispute is resolved by MercaDolar, or if no Dispute is initiated during the Dispute Period, or once the Dispute Period has expired, the Transaction shall be deemed a Satisfactory Transaction, and Buyer Disbursement shall be made.

Depending on the type of Transaction and Payment established, the Seller will have the following time to initiate a Dispute:

1. For payments not received and involving different banks, the Seller has a period of twenty four (24) banking hours from the notification of Payment by the Buyer, to initiate a Dispute a maximum of forty eight (48) hours, after that period the system will automatically pay the buyer.

2. For payments not received and involving the same bank, the Seller has a period of six (6) hours from the notification of Payment by the Buyer, to initiate a Dispute and a maximum of twenty four (24) hours, after that period the system will automatically pay the buyer.

 4.08 Buyer Disbursements. Buyer Disbursements will be released by MercaDolar into the linked bank account or the MercaDolar Wallet designated by the Buyer. If for any reason the transfer from MercaDolar to the Buyer is cancelled or refused by the receiving bank, then MercaDolar will promptly contact the Buyer using the most updated contact information in the Buyer’s account. In the event a transfer is cancelled or refused by the receiving bank, you may be liable for additional administrative charges and such charges will be deducted from the Buyer Disbursement.

 SECTION 5: CONFIDENTIALITY AND NON-DISCLOSURE

5.01 Confidential Information Defined. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which either Party is engaged. Confidential Information includes all non-public information regarding either Party’s business or the terms of this Agreement.

 5.02 Exclusions from Confidential Information. Confidential Information does not include information that:

1. The recipient of the Confidential Information already knew, but only if tangibly documented;

2. Becomes public through no fault of the recipient;

3. Was independently developed by the recipient with no reference to the documented formulations of the disclosing Party, including, without limitation, designs, processes, formulas, statistics provided by third parties as compiled by the disclosing Party, products, algorithms, source code, firmware, and middleware; or

4. Was rightfully given to the recipient by another party.

 5.03 Strictest Confidence. The Parties shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing Party. The Parties shall carefully restrict access to Confidential Information to themselves and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Parties shall not, without prior written approval of the other Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the disclosing Party, any Confidential Information. Each Party shall return to the other Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon written request for such.

 5.04 Personal and Confidential Information Disclosures. This information shall not be made available by MercaDolar to any other party, except as set forth in this Agreement and in cases in which such information is requested by federal, state, or local official authorities (e.g., U.S. Internal Revenue Service, Federal Bureau of Investigation, U.S. Drug Enforcement Administration, and any Federal court); provided, however, MercaDolar shall not share any information with authorities of the Government of Venezuela.

 SECTION 6: FEES AND EXPENSES

 6.01  Fees. You acknowledge and agree that the fees charged by MercaDolar to the Buyer and to the Seller for provision of the Services in support of the Transaction (the “Fees”) shall be paid by such parties as set forth herein and may be modified by MercaDolar at any time, without notice to the Buyer or the Seller. MercaDolar reserves the right to charge varying Fees to the Buyer and the Seller in accordance with the terms and particulars of any Transaction. Current Fees shall be specified in MercaDolar’s table of Fees and costs available on the MercaDolar Website, and will be automatically deducted from the Buyer and Seller in the following manner:

1. From the Seller. The Fees shall be added to the Offer amount and shall comprise the Initial Deposit required for publication of the Offer. In the event the Seller withdraws an Offer before it has been accepted by a Buyer, MercaDolar reserves the right to retain the Fees collected from the Seller for said Offer.

2. From the Buyer. The Fees shall be deducted from the Buyer Disbursement.

 6.02  Transaction Fees

The cost for ordinary withdrawals and deposits (effectuated within two (2) Business Days) via ACH made to banks domiciled in the United States, under the conditions specified by MercaDolar, will be the sole responsibility of MercaDolar. Costs for expedited withdrawals or deposits, or wire or swift transfers (other than ACH transfers), shall be responsibility of the Buyer or the Seller, as applicable, unless otherwise specified in a separate written agreement. Likewise, all Payment transaction fees, such as transfer fees imposed by the financial institutions of Venezuela, will be the responsibility of, and will be paid by, the Buyer.

MercaDolar reserves the right to offset any amounts owed to MercaDolar by the Buyer against any Buyer Disbursement, and the Buyer agrees that MercaDolar may debit from the Buyer Disbursement any amount the Buyer owes to MercaDolar. We will always notify the Buyer prior to debiting such amount from a Buyer Disbursement. The Buyer’s authorization under this shall remain in effect for the duration of the existence of your account with MercaDolar and for ninety (90) days after the termination of this Agreement.

6.03 Special Services. MercaDolar reserves the right to charge variable fees, for Special Services that are required due to non-compliance with this Agreement, which directly affect the execution of Transactions, for which MercaDolar must execute additional activities for the review, verification, investigation and/or any action that MercaDolar must perform in order to continue operations. Additional activities include but are not limited to: 

1. Modification of Banking Data of the Parties. At times it may be necessary for MercaDolar to make changes to the banking information, provided by a Buyer or Seller, due to the Buyer or Seller not providing the correct information.

2. For Breach Related to Execution of Payments. When the Buyer does not make a Payment within the allotted time period; provided that it fails to demonstrate that said breach was generated by causes beyond its control that prevented the execution of the Payment. In such case, MercaDolar must execute actions to verify the causes of said noncompliance and safeguard the interests of the Parties, which results in the application of Special Services. 

3. Failure to Comply with the Payment Terms Established by Seller.  Once the Seller establishes the terms of purchase of the published Offer, the Buyer must agree to abide by those terms. If the Buyer does not abide by the Offer terms, MercaDolar may have to become directly involved in the Transaction to resolve the issue, which results in the application of Special Services. 

4. Non-compliance with Terms - Generally. Any non-compliance which directly affect a Transaction, may result in MercaDolar becoming directly involved in the Transaction to resolve the issue, which results in the application of Special Services.

 SECTION 7: CANCELLATION AND TERMINATION

 MercaDolar reserves the right to cancel any Transaction for any reason and without any prior notification to either the Buyer or the Seller. Furthermore, this Agreement can be terminated at any time and without notification for any of the following reasons:

1. If MercaDolar considers that any of the parties involved in this Agreement have engaged in any action that may undermine compliance of applicable laws and regulations. 

2. If MercaDolar suspects the illicit use of currency, including but not limited to, money laundering.

3. If the Seller and/or Buyer provide false, illegitimate, expired, or forged documentation.

4. If for any reason, the Seller and/or Buyer is explicitly banned from participating in the United States financial system, participating in a transaction in or through the United States, or if by any reason, the Seller and/or Buyer becomes subject of a formal investigation by any local, state, federal, or supra-national authority or law enforcement agency (other than authorities and agencies of the Government of Venezuela) for financial irregularities or alleged criminal activity.

 SECTION 8: MISCELLANEOUS

 8.01 Financial Transactions. MercaDolar clears all of its financial transactions through the system owned by Synapse Financial Technologies Inc (hereinafter “SynapseFI”). By using the Services, you agree to be bound by SynapseFI’s terms of service and privacy policy located at https://synapsefi.com/privacy/; both of which are incorporated herein by reference and constitute Additional Terms. In turn, SynapseFI uses its financial institution partners (as that term is defined in the SynapseFI’s Terms of Service) to complete each transaction.

 Currently, SynapseFi uses Independent Bank and Triumph Bank; however, such financial institution partners may be changed from time to time without notice to you. Please note that the no Transaction is directly supported by, or endorsed or certified by SynapseFi or its financial institution partners, and neither SynapseFi nor the financial institution partners makes any representations or warranties and makes no claims regarding any Transaction.

 8.02 Amendment. This Agreement may only be changed or supplemented by a written amendment, signed by authorized representatives of each Party.

 8.03 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.

 8.04  Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered (i) personally or by internationally-recognized express consignment service (e.g., FedEx), (ii) when sent by facsimile transmission (with electronic confirmation of receipt), or (iii) on the day of transmission if sent by electronic mail (“e-mail”), and written confirmation of receipt is obtained promptly after completion of transmission, or (iv) when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to MercaDolar at the address given in the preamble to this Agreement or to you at the address provided in your account.

 8.05 Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of New York, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary.

The Parties agree that any non-arbitration legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in the State of New York.

8.06  IP Rights. You agree that MercaDolar shall retain all right, title and interest in all trademarks, trade names, logos, website designs, text, content and graphics, and other intellectual property rights used by us in connection with the Service, and any use, reproduction, modification or distribution by you of such trademarks, trade names, logos, website designs, text, content and graphics, and other rights of intellectual property, are prohibited.

 The contents of the Website, Platform, and Services, as well as the software that allows users to access and use its account, are the property of MercaDolar and are protected by international laws and treaties on copyright, trademarks, patents, industrial designs and models. The abuse and the total or partial reproduction of these contents is prohibited, without the express written consent of MercaDolar.

 8.07 Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section.

 8.08 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties, replacing all other written and/or previous agreements except those referenced herein, which shall become a part of this Agreement.

 8.09 Validly Existing. If either Party is a corporation, limited liability partnership, or a limited liability company, said Party warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement, and the individual executing this Agreement on behalf of the Party has been duly authorized to act for and to bind the Party.

 8.10 Severability. The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

 8.11 Arbitration; Consent to Personal Jurisdiction. Any dispute, controversy or claim arising from, out of or in connection with, or relating to, this Agreement, or any breach or alleged breach of this Agreement, except allegations of violations of Federal or State securities laws, will upon the request of any Party involved be submitted to any private arbitration service in the State of New York and a single arbitrator will be chosen to reside over the proceeding. The dispute once submitted shall be settled by binding arbitration conducted in the State of New York (or at any other place or under any other form of arbitration mutually acceptable to Parties involved), provided, however, that in the event of any such controversy or claim, (i) neither party will initiate arbitration within the first thirty (30) days after the aggrieved party first notifies the other party of the controversy or claim and (ii) during such thirty (30) day period, both Parties convene at least once in a mutually agreed to location to endeavor in good faith to amicably resolve the controversy or claim. Any award rendered shall be final, binding and conclusive upon the Parties and shall be non-appealable, and a judgment thereon may be entered in the highest State or Federal court of the forum, having jurisdiction. The expenses of the arbitration shall be borne equally by the Parties to the arbitration, provided that each Party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees, except that in the discretion of the arbitrator, any award may include the costs, fees and expenses of a Party’s attorneys.

 8.12 Attorneys Fees. If any arbitration or legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred in connection with such arbitration or legal proceeding. The term “prevailing party” shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court or the arbitrator.

 8.13Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative.

 8.14 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their respective successors and assigns.

 8.15 Compliance. Each Party expressly agrees they shall not violate any law, statute, ordinance, rule, regulation, judgment, decree, order, writ or injunction of any federal, state or local authority, court, agency, bureau, board, commission, department or governmental body of any country in which business is being conducted.

 8.16 Relationship. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture, contractor or employee of the other Party for any purpose.

 8.17 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.