Last updated: 4 September 2023
These Reseller Terms of Service (the ‘Terms’) are a legal joint supply agreement between you (‘you’ or ‘your’), Azteco Holdings USA, Inc., a Delaware Corporation with a registered office at 1716 12th Street, Santa Monica, CA 90404 (Company Number: 4594652).
These Terms govern your use of Azteco’s services, including mobile applications, websites, software, hardware and other products and services (collectively, the ‘Services’), whether such Services are offered by Azteco or an affiliate.
Effective upon the acceptance of your terms to become a Reseller, you accept and agree to these Terms and any policies referenced within (‘Policies’), including terms that limit Azteco’s liability (see Section below) and require arbitration for any potential legal dispute (see Section below).
You also agree to any additional terms specific to Services you use (the ‘Additional Terms’). If you are using the Services on behalf of a business, you guarantee that you have authority to enter into these Terms, on behalf of that business.
1. Privacy
You consent to Azteco’s uses of the personal information you provide to us. Azteco and its affiliates act as data controllers when they collect, use, disclose, transfer, store, retain or otherwise process your personal data at the time you use our Services.
Azteco is also a data processor in relation to your data that Azteco uses to identify you in the course of providing the Services. The Data Processing Agreement will govern the processing by Azteco of your personal data. By accepting these Terms, you are agreeing to be bound by the Data Processing Terms.
2. Azteco Reseller Account registration
You must open an account with Azteco (an ‘Azteco Reseller Account’) to use the Services. During registration, Azteco will ask you for information, including your name and other personal information. You must provide accurate and complete information in response to Azteco’s questions and keep that information current by updating Azteco. You are fully responsible for all activity that occurs under your Azteco Reseller Account, including for any actions taken by persons to whom you have granted access to your Azteco Reseller Account. Azteco reserves the right to suspend or terminate the Azteco Reseller Account of any Reseller at its discretion.
3. Revisions, disclosures and notices
Azteco may amend the Terms and any applicable Additional Terms or Policies at any time with notice that it deems to be reasonable in the circumstances, by posting the revised version on Azteco’s website (the ‘Azteco Website’). Each Revised Version will be effective as of the time it is posted. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. However, any Dispute (as defined in below) that arose before the changes will be governed by the Terms, Additional Terms or Policies in place when the Dispute arose.
Unless applicable or mandatory standards or codes of practice of any competent authority (collectively, ‘Applicable Law’) require an alternative or specific method of communication, you agree that Azteco may electronically provide or make available to you (as relevant) any Communication (as defined below), by posting it on the Azteco Website. In all circumstances, a Communication has the same meaning and effect as if Azteco had provided you with paper copies. A Communication is considered received and accepted by you twenty-four (24) hours after it is issued, unless Azteco receives notice that you do not agree with the new terms.
You must consent to the delivery of electronic Communications, and may not demand paper communications under any circumstance other than those arising from a legal dispute. You can change your email address by emailing Azteco. A ‘Communication’ includes but is not limited to any: (a) disclosure, (b) notice, (c) agreement or policy such as the Additional Terms, (d) payment authorisation or transaction receipt or confirmation, (e) account statement or history or any other written information relating to your Azteco Reseller Account or your use of the Services.
4. Restrictions
You may not, nor may you permit any third party to: (a) access or monitor any material or information on your Azteco Reseller account using any manual process or robot, spider, scraper or other automated means; (b) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, screen-shot or distribute in any way material, Services or information from any Azteco Company; (c) use and benefit from the Services via a rental, lease, timesharing, or other unauthorised arrangement; (d) violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by Applicable Law; (e) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by any person that signs up for an Azteco Reseller Account to use Services or impose an unreasonable or disproportionately large load on Azteco’s infrastructure; (f) use the Services in a way that distracts or prevents you from obeying laws; (g) use the Services for the sale of goods restricted in your jurisdiction; (h) use the Services for any illegal activity or goods or in any way that exposes you, other Azteco Resellers, Azteco or any of their partners to disrepute; or (i) otherwise use the Services except as expressly allowed under this these Terms and applicable Additional Terms and Policies.
If Azteco reasonably suspects (including as a result of recommendations made by Azteco) that your Azteco Reseller Account has been used for an unauthorized, illegal or criminal purpose, you give Azteco express authorisation to share information it holds about you, your Azteco Reseller Account and any of your transactions with any party Azteco deems fit. For all purposes the sub-resellers you create are treated as part of your account and not separate entities under a separate agreement.
5. Compatible mobile devices and third party carriers
Azteco does not warrant that the Services will be compatible with your devices or carrier. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer or carrier. You may not use a modified device to use the Services if the modification interferes with Azteco's software or operation, including disabling hardware or software controls—sometimes referred to as ‘jail broken.’
6. Security
Azteco has implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, Azteco cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes.
You are responsible for safeguarding your password or API key and for restricting access to your Azteco Terminal. You will immediately notify Azteco of any unauthorized use of your password or Azteco Reseller Account or API key or any other breach of security. Notwithstanding the relevant Sections herein, in the event of any dispute between two or more parties as to account ownership, Azteco will be the sole arbiter of such dispute in its sole discretion. Azteco’s decision (which may include termination or suspension of any Azteco Reseller Account subject to dispute) will be final and binding on all parties.
7. Termination
Unless otherwise required by Applicable Law, Azteco may immediately terminate these Terms and any applicable Additional Terms or suspend or terminate your Azteco Reseller Account or your access to any Service. You may terminate your Azteco Reseller account by contacting Azteco Support.
8. Effect of termination
If these Terms or your Azteco Reseller Account is terminated or suspended for any reason: (a) any rights granted under these Terms will end, (b) Azteco may (but has no obligation to) delete your information and account data stored on its servers and (c) no Azteco Company will be liable to you or any third party for compensation, reimbursement or damages for any termination or suspension of the Services or for deletion of your information or account data. In addition to any continuing obligations under any Additional Terms, the following sections of these Terms survive and remain in effect in accordance with their terms upon termination: Copyright and Trademark Infringement, Effect of Termination, Indemnity, Your Representations and Warranties, Our Representations and Warranties, Limitation of Liability, Third Party Products, Disputes, Arbitration, Governing Law, Limitation on Time to Initiate a Dispute, Assignment, Other Provisions).
9. Indemnity
You will indemnify, defend and hold Azteco harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any Applicable Law; and (d) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code. ‘Azteco’ includes the respective affiliates, officers, employees, agents or contractors related to Azteco.
10. Your representations and warranties
You represent and warrant to Azteco that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power and ability to enter into and perform under these Terms, including on behalf of any business using the Services hereunder; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity; (d) you and all transactions initiated by you will comply with all Applicable Law; (e) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms and the Additional Terms.
11. Azteco's representations and warranties
Azteco specifically disclaims any implied warranties of merchantability, fitness for a particular purpose or non-infringement. Azteco does not warrant or guarantee that the services are accurate, reliable or correct; that the services will meet your requirements; that the services will be available at any particular time or location, uninterrupted, error-free, without defect or secure; that any defects or errors will be corrected; or that the services are free of viruses or other harmful components. Azteco does not warrant, endorse, guarantee or assume responsibility for any effect of the Bitcoin network. Azteco has no control of or liability for, the Bitcoin network's operation.
Subject to the foregoing, Azteco warrants that the Service will be provided with reasonable care and skill. If this warranty is breached, you must notify Azteco Support as soon as possible. You must give Azteco Support a reasonable time to fix any problem, which solution may include (a) supplying you with a reasonable way to work around the problem that is not materially detrimental to you and/or (b) re-performing any relevant action or actions. Azteco Support will attempt to fix any problem without any additional charge to you. If Azteco Support is able to do so within a reasonable time, this will be your sole and exclusive remedy in relation to any breach and Azteco will have no obligation or liability in relation to any breach.
12. Limitations of liability
Azteco will provide the Service to you in accordance with these Terms. For the avoidance of doubt, Azteco shall have no liability to you in respect of the Services or the performance or non-performance of any obligations of Azteco under the Terms and Azteco shall have no liability to you in respect of the Services or the performance or non-performance of any obligations of Azteco under the Terms.
Neither your nor Azteco’s liability: (a) for death or personal injury caused by its negligence; (b) for fraudulent misrepresentation or for any other fraudulent act or omission, or for any other liability which may not lawfully be excluded or limited is excluded or limited by these Terms, even if any other term of these Terms would otherwise suggest that this might be the case.
Azteco will not be liable, whether from breach of contract or tort, including negligence, breach of statutory duty or otherwise, for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers or contracts; (d) loss of or damage to reputation or goodwill; (e) loss of opportunity; (f) loss of anticipated savings; (g) loss of any software or data; (h) loss of use of hardware, software or data; (i) loss or waste of management or other staff time; or (j) indirect, consequential or special loss, arising out of or relating to these Terms, whether or not such loss was foreseeable or if the Party which would otherwise be liable for such loss was advised of its possibility. Additionally, for the purposes of this Section, the term ‘loss’ includes a partial loss or reduction in value as well as a complete or total loss.
Azteco will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of: (a) the use of any Service except for its normal intended purpose; (b) any adaptation or modification of any Service or integration or combination with any other product or material not supplied by Azteco, in each case carried out by anyone other than any Azteco's software engineers or without its express written consent; (c) the compliance by Azteco with any software design, specification or instructions provided by you on your behalf; and/or (d) any Merchant Content or Third Party Services.
Subject to the first, second and third paragraphs of this Section, Azteco’s total liability arising out of or relating to these Terms or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) will be limited, in respect of each event or series of connected events, to the greater of: (a) the total of all amounts payable by you in face value of Azteco Vouchers sold under these Terms and (b) £500 Sterling.
13. Third party products
Except as expressly set out in these Terms, all third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support or warranty assistance for other third party hardware or other products, contact the manufacturer of those services and products directly.
14. Disputes
‘Disputes’ are defined as any claim, controversy or dispute between you and Azteco, including any claims relating in any way to these Terms or the Services or any other aspect of your relationship with Azteco.
15. Arbitration
Any dispute or claim relating in any way to Azteco vouchers will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The U.S. Federal Arbitration Act and U.S. federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these terms and conditions as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered address. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We and you also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding the foregoing, nothing in these Terms, Policies, Additional Terms or related documents will prevent any party from commencing proceedings and pursuing claims before a competent court in accordance with the terms, in cases in which interim, injunctive or declaratory relief is required or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period.
16. Governing law
These Terms and any Dispute are governed by the law of Delaware, without regard to choice of law or conflicts of law principles. Subject to and without waiver of the arbitration provisions, you irrevocably agree that the court in Delaware will have exclusive jurisdiction to settle any Dispute, but Azteco is entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce their respective Rights and/or Confidential Information.
17. Limitation on time to initiate a dispute
Any action or proceeding by you relating to any Dispute must commence within thirty days after the cause of action accrues.
18. Assignment
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
19. Other provisions
These Terms and any applicable Additional Terms and Policies, constitute the entire and sole agreement between you and Azteco and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
You and Azteco agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You and Azteco agree that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and any future Terms and Policies. If any provision of these Terms or any Additional Term is invalid or unenforceable under Applicable Law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that Azteco may have under any other laws. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.
Except as provided by this Section, no express term of these Terms or any term implied hereunder is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 (the ‘Act’) by any person who is not a party hereto, but this does not affect any right or remedy of a third party which exists or is available, apart from pursuant to that Act. Azteco may enforce any provision of these Terms subject to and in accordance with the provisions of the Act. Nothing in these Terms or in any document referred to herein or in any arrangement contemplated herein creates a partnership or joint venture. It is a condition of these Terms that, in pre-contract negotiations and in the exercise of its rights or the performance of its obligations under these Terms, each party hereto will at all times ensure its compliance with all Applicable Law, and that no party hereto will commit (or procure the commission of) any breach of an Laws or do anything that would cause any other party to commit an offense under any Laws.