BrickellPay Services Terms and Conditions

Last Updated: January 2026 

PLEASE READ THESE TERMS CAREFULLY. This Agreement (the “Terms and Conditions”) is a legal contract between BrickellPay, Inc. (“BrickellPay”, “we”, “us”, or “Provider”) and you, the Reseller or Merchant using BrickellPay’s services (“Customer”, “you”). By registering for, accessing, or using BrickellPay’s Payment Gateway as a Service platform (collectively, the “Services”), you acknowledge that you have read and agree to be bound by these Terms and Conditions. If you do not agree, you may not use the Services. 

1. Definitions 

For purposes of this Agreement, the following terms have the meanings given: 

Other capitalized terms may be defined elsewhere in the text of this Agreement. Headings are for convenience only and do not affect interpretation. 

2. Provision of Services 

2.1 Scope of Services. BrickellPay will provide Customer with access to the Services subject to these Terms and Conditions. Customer is granted a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s own internal business purposes (or to provide such Services to Merchants, if Customer is a Reseller), and strictly in accordance with this Agreement and any documentation or usage guidelines provided by BrickellPay. BrickellPay may from time to time update or modify the Services (including adding or removing features). Customer is responsible for obtaining and maintaining all equipment, software, and internet connections necessary to use the Services. 

2.2 Payment Gateway Functionality. BrickellPay’s Services include a Payment Gateway that facilitates the authorization, processing, and routing of payment transactions from Customer’s end-users (cardholders) to the appropriate payment networks or processors. BrickellPay provides technical integrations such as shopping cart plugins (e.g. WooCommerce, Wix, Magento, Checkout Champ) and hosted payment pages to assist in collecting payment information. BrickellPay’s smart routing engine may direct transactions through different payment processors or banks to optimize performance (e.g., based on geography, transaction type, or uptime). BrickellPay is a technology provider only; it is not a bank, acquirer, or money transmitter, and it does not assume any fiduciary duty with respect to funds handled by the payment networks. 

2.3 Fiat-to-Crypto On-Ramp. BrickellPay may provide a fiat-to-cryptocurrency conversion service as part of the Services, allowing end-users to purchase certain Digital Assets (such as Stablecoins) using credit or debit cards (fiat payment). Upon a successful purchase, the equivalent Stablecoin amount will be delivered to the end-user’s designated personal crypto wallet. BrickellPay’s role in such transactions is strictly as a facilitator of technical connectivity between the user (or Merchant) and third-party crypto liquidity providers or payment processors[1]. BrickellPay does not itself issue, sell, or guarantee any cryptocurrency, does not convert fiat to crypto on its own account, and does not at any point take custody of the purchaser’s fiat funds or Digital Assets during these transactions[1]. All crypto conversion transactions are executed by third-party service providers or exchanges integrated with the Services, and any contract for the purchase or sale of Digital Assets is solely between the end-user (and/or Merchant) and the relevant third-party provider. BrickellPay is not a party to such purchase/sale contracts and bears no responsibility for the performance of third-party providers. Customer acknowledges that additional third-party terms or user agreements may apply to fiat-to-crypto transactions, and any identity verification procedures, transaction limits, fees, refund policies, or other terms governing the crypto conversion are determined by those third-party providers, not by BrickellPay[2]. 

2.4 Reseller Services. If Customer is a Reseller, Customer understands that it is an independent contractor reselling BrickellPay’s Services to Merchants. Nothing in this Agreement creates any agency, joint venture, franchise, or partnership between BrickellPay and Reseller; Reseller may not represent itself as an agent or legal representative of BrickellPay for any purpose (except as expressly permitted to market and provide the Services)[3][4]. Reseller shall ensure that each Merchant it enrolls agrees to terms at least as protective of BrickellPay as these Terms and Conditions. Reseller is solely responsible for providing any support or account management to the Merchants it serves, except for those aspects of the Services which BrickellPay expressly agrees to support. Any fees charged by Reseller to Merchants for Reseller’s own services are outside the scope of this Agreement (Reseller may set its own prices for its services). BrickellPay’s relationship is with the Reseller; BrickellPay is not responsible for any agreement between Reseller and its Merchants other than to provide the BrickellPay Services as outlined herein. 

2.5 Changes and Updates. BrickellPay reserves the right to change or discontinue any aspect of the Services (in whole or in part) at any time, including to comply with legal requirements or improve security. BrickellPay will endeavor to give advance notice for material changes when feasible. Continued use of the Services after any update constitutes acceptance of the changes. If any third-party provider discontinues or alters their services (for example, if a card network or crypto liquidity provider changes their rules or operations), BrickellPay may adjust the Services accordingly, and shall not be liable for any impact on Customer arising from such third-party changes. 

3. Customer Obligations and Acceptable Use 

3.1 Compliance with Laws and Card Network Rules. Customer agrees to use the Services only for lawful purposes and in compliance with all applicable laws and regulations. This includes, without limitation, compliance with: (a) all relevant federal and state laws (including the laws of Florida and any state in which Customer or its end-users are located) governing financial services, data privacy, consumer protection, anti-money laundering (“AML”), and counter-terrorist financing; (b) all applicable rules and regulations of payment card networks (e.g., Visa, MasterCard, American Express, Discover) and payment processors; and (c) the Payment Card Industry Data Security Standards (PCI-DSS) with respect to handling, transmitting, or storing cardholder data. Customer represents and warrants that it will at all times conduct its business in a lawful manner, and maintain all licenses, registrations, and certifications required for its operations[3]. If Customer is facilitating transactions involving Digital Assets, Customer additionally represents that it has confirmed that the possession, transfer, and use of such cryptocurrencies (including Stablecoins) are legal in all applicable jurisdictions for itself and its end-users[5]. Customer shall not use the Services in any manner that would cause BrickellPay to be in violation of any law or regulation. 

3.2 Know-Your-Customer and Sanctions Compliance. Customer is responsible for conducting appropriate diligence on its own customers as required by law. Customer represents that neither the Customer nor any of its owners, principals, or end-user customers is located in or a national/resident of any country or region that is subject to U.S. or other applicable economic sanctions or trade restrictions (e.g., the OFAC sanctions list), nor is Customer or its end-users identified on any prohibited or restricted party list. Customer will not use the Services for or on behalf of any person or entity on such sanctions lists. BrickellPay reserves the right to screen transactions and accounts against sanction lists and to suspend or terminate the Services (and report to authorities) if any sanctions or AML red flags are detected, without liability to Customer. 

3.3 Proper Use; Prohibited Activities. Customer shall not use the Services (and shall not permit any third party to use the Services) for any activity that is illegal, fraudulent, or otherwise prohibited. Without limiting the generality of the foregoing, Customer shall NOT: 

BrickellPay may suspend or terminate the Services immediately if it suspects, in its sole reasonable discretion, that Customer’s account is involved in any prohibited or unlawful activity or in violation of these Terms. Customer understands that BrickellPay will cooperate fully with law enforcement and regulatory authorities in any investigation of misuse of the Services, including by providing requested transaction information or account data as required by law[6]. 

3.4 Merchant Responsibilities (If Customer is a Merchant). If Customer is a Merchant using the Services to accept payments, Customer is solely responsible for all aspects of its products and services offered to its own customers. Customer is the seller of record for its products/services, and is responsible for fulfilling orders, customer service, returns/refunds, and resolving any disputes with its buyers. BrickellPay is not a party to the transactions between Merchant and its customers (except to facilitate payment processing) and assumes no liability for the quality, safety, legality, or delivery of the Merchant’s products or services. Merchant agrees to clearly communicate to its customers any terms of sale, return/refund policies, or product/service descriptions, and to comply with all consumer protection laws. Merchant shall handle all cardholder data in accordance with PCI-DSS standards and shall not store sensitive card data on its systems unless properly certified. Merchant is responsible for any chargebacks, reversals, or disputes related to transactions processed through the Services; such financial liabilities are solely the Merchant’s responsibility, even if arising from fraud or misuse. If a cardholder disputes a charge, BrickellPay may assist in providing available transaction information, but Merchant bears the risk of loss for chargebacks and related fees. 

3.5 Reseller Responsibilities (If Customer is a Reseller). If Customer is a Reseller, it must perform appropriate diligence on any Merchant it signs up to use the Services, to ensure each Merchant is a legitimate business in good standing and engaged in lawful commerce. Reseller must ensure that Merchants understand and agree that their use of the Services is subject to terms no less stringent than those set forth here, especially regarding compliance, prohibited activities, disclaimers, and liability limitations of BrickellPay. Reseller will immediately notify BrickellPay of any Merchant’s activity that Reseller knows or suspects to be fraudulent, unlawful, or in breach of these Terms. Reseller shall cooperate with BrickellPay’s requests for information about Merchants (for example, if required for an investigation or by regulators). Reseller is also responsible for providing first-level support to its Merchants – handling routine inquiries, training, and basic troubleshooting – and will only escalate support issues to BrickellPay when they relate to BrickellPay’s platform functionality or require BrickellPay’s action. Reseller shall not make any representations or warranties on behalf of BrickellPay beyond those contained in BrickellPay’s official documentation or marketing materials[7][8]. Reseller agrees that BrickellPay may in its sole discretion refuse to provide Services to any particular Merchant or terminate a Merchant’s access if that Merchant fails to meet BrickellPay’s risk or compliance requirements. 

3.6 Account Security. Customer is responsible for maintaining the confidentiality and security of any account credentials, API keys, passwords, or other security devices used to access the Services. Any actions taken using Customer’s credentials will be assumed to be authorized by Customer. Customer must promptly notify BrickellPay of any unauthorized access or use of its account or any other breach of security. BrickellPay shall not be liable for any loss or damage arising from Customer’s failure to properly safeguard account access. If the Services include API access, Customer is solely responsible for the API calls made using its credentials and must implement appropriate security measures to protect its integration. 

4. Special Terms for Digital Asset Transactions (Fiat-to-Crypto On-Ramp) 

4.1 Legality and User Due Diligence. Customer (and its Merchants or end-users, as applicable) must ensure that participating in fiat-to-crypto transactions via the Services is lawful in all relevant jurisdictions. By using the crypto on-ramp feature, Customer affirms that: (a) Customer and its end-users have the legal right to buy, sell, and hold Digital Assets in their jurisdictions[5]; (b) all funds used to purchase Digital Assets are from legitimate sources and not derived from illegal activity; and (c) Customer will comply with all know-your-customer (KYC) and AML requirements that either BrickellPay or the third-party Fiat Gateway (crypto provider) may require. BrickellPay or its partners may require end-users to provide identification, proof of address, or other information before permitting a crypto purchase, and may refuse any transaction that cannot be appropriately vetted or cleared under applicable laws. Customer is responsible for implementing any necessary disclosures or obtaining consents from end-users related to the collection and sharing of personal data for KYC/AML purposes (consistent with privacy laws), and for ensuring end-users are of legal age and capacity to transact in cryptocurrency (e.g., typically 18 or older). 

4.2 Transaction Irreversibility and Accuracy. Cryptocurrency transactions are typically irreversible once executed on the blockchain. When an end-user uses the Services to purchase a Stablecoin (or other Digital Asset) and has it delivered to their crypto wallet, that transaction cannot be undone or reversed by BrickellPay after the fact. Customer must ensure that end-users understand that they must input accurate wallet information (e.g. the correct wallet address and blockchain network) and confirm transaction details before finalizing. BrickellPay is not liable for any loss if a Stablecoin is sent to an incorrect or unintended wallet address provided by the end-user, or if the end-user loses access to their crypto wallet. All crypto transactions are final. BrickellPay does not guarantee it can cancel or refund a crypto purchase once it is submitted for processing on the blockchain. In certain cases, if a transaction fails to be confirmed or liquidity is not available, the transaction may not complete and any charge to the end-user’s card will be voided or refunded; however, once a crypto transfer to the wallet is executed, neither BrickellPay nor its partners have the ability to retrieve the crypto from the recipient wallet. 

4.3 No Custody or Brokerage by BrickellPay. As noted, BrickellPay does not take custody of users’ fiat funds or crypto assets at any stage during a fiat-to-crypto conversion[1][9]. BrickellPay is not an exchange, not a broker/dealer, and not a custodian of cryptocurrency. The Services simply pass the end-user’s purchase request to a licensed crypto exchange or liquidity provider, which in turn handles the conversion of fiat to the Digital Asset and the delivery of that asset to the end-user. At no point does BrickellPay hold or control the purchased crypto on the user’s behalf. BrickellPay’s role is limited to providing technical integration and payment processing facilitation. Customer acknowledges that BrickellPay is not providing investment advice or advising on the merits of any cryptocurrency transaction. Any exchange rate, pricing, or availability of a Digital Asset is determined by third parties (exchanges or liquidity providers) and not by BrickellPay. 

4.4 Third-Party Providers and No Warranty on Crypto Services. Any Digital Asset conversion via the Services involves third-party providers (such as crypto exchanges, wallet providers, stablecoin issuers, or banks). BrickellPay makes no representation or warranty about the functionality, reliability, or legality of any third-party services. Any contract or agreement for the purchase of a Digital Asset is between the end-user (and/or Customer) and the third-party provider executing the exchange. BrickellPay is not responsible for any aspect of the underlying cryptocurrency transaction, including but not limited to: exchange rates applied, fees charged by third parties, the timeliness of the transfer of the crypto to the wallet, or any failure by a third-party provider to fulfill its obligations. BrickellPay does not guarantee that any particular Digital Asset will be available or that transactions will be processed by third parties without delay or error. If an issue arises with a crypto transaction (for example, a delay in receiving the Stablecoin, or a dispute about an exchange rate), Customer and/or the end-user must address that issue with the third-party provider (not with BrickellPay). BrickellPay will not provide customer support or dispute resolution for issues that arise on the blockchain or with third-party exchanges beyond what is directly related to the payment gateway portion of the transaction[2]. 

4.5 Assumption of Risks – Digital Assets. Customer and its end-users assume all risks inherent to cryptocurrency transactions. These risks include, but are not limited to: (a) Market Volatility – The value of any cryptocurrency (even so-called “stablecoins”) can fluctuate significantly, and may increase or decrease from the time of purchase to the time of use or sale. BrickellPay is not liable for any loss in value or opportunity due to changes in the price of a Digital Asset before, during, or after a transaction[10][11]. (b) Regulatory Risk – Laws and regulations regarding cryptocurrencies are evolving and may change. Changes in law or regulation (or in their interpretation or enforcement) could restrict or prohibit the use of the Services for crypto transactions, or impose additional requirements or costs. BrickellPay shall not be responsible for any inability to complete transactions or losses suffered due to regulatory actions or changes in law (including if BrickellPay must cease or modify the crypto on-ramp service to comply with law)[12]. (c) Security Risk – Digital Asset transactions may be subject to security threats, such as hacking, malware attacks, or theft by malicious actors. For example, hackers or malware could compromise a user’s wallet or the networks used to transfer crypto[13]. BrickellPay does not guarantee the security of any external wallets or networks. Once a Stablecoin is delivered to the address provided, the security of that asset is beyond BrickellPay’s control. BrickellPay will not be liable for any theft, loss, or unauthorized access to Digital Assets after transfer, or for any compromise of a user’s personal wallet or private keys. (d) Network/Technical Risk – Cryptocurrency networks (blockchains) might experience delays, congestion, or technical failures. Transactions might be delayed or fail due to network issues. BrickellPay is not liable for any delay or failure in a crypto transaction caused by blockchain network issues, power or internet outages, or other technical problems beyond BrickellPay’s platform. (e) Irreversibility – As stated, crypto transfers are generally irreversible; any mistaken or fraudulent transactions may result in permanent loss. BrickellPay has no ability to recover funds sent to the wrong address or to an incompatible wallet. 

By utilizing the crypto on-ramp, Customer acknowledges and accepts these risks on behalf of itself and its end-users. Under no circumstances will BrickellPay be liable for any adverse outcomes associated with these inherent risks of cryptocurrency transactions[14][15]. Customer agrees to inform and educate its end-users about these risks as needed. 

4.6 Compliance and Monitoring (Crypto). BrickellPay reserves the right (but has no obligation) to monitor crypto transactions facilitated through its platform for compliance and risk purposes. If BrickellPay detects any transaction that appears suspicious, involves high risk, or potentially violates any law or these Terms, BrickellPay may take appropriate action, including blocking the transaction, freezing any associated funds that are within its control (if any), or reporting the activity to relevant authorities. BrickellPay may also require additional information from Customer or an end-user before allowing a transaction (for example, asking for source of funds or purpose of a purchase). Customer agrees to cooperate with any such inquiries and to promptly provide any information reasonably requested by BrickellPay or its partners in connection with compliance checks (e.g., identity documents, business information, etc.). Failure to comply or if fraudulent/illegal activity is confirmed may result in suspension or termination of Customer’s account. 

5. Fees and Payment Terms 

5.1 Fees for Services. Customer agrees to pay all applicable fees for the Services as set forth in a fee schedule, order form, or other written agreement with BrickellPay (or with Reseller, if Customer is a Merchant obtaining the Services through a Reseller). Unless otherwise stated, BrickellPay may deduct transaction fees directly from settlement funds or charge the Customer periodically for usage fees. Customer is responsible for any chargebacks, reversal fees, or fines assessed by payment networks or banks related to Customer’s transactions, and BrickellPay may charge or invoice Customer for such amounts. All fees are due in U.S. Dollars, and unless expressly stated as inclusive, do not include applicable taxes. 

5.2 Taxes. Customer is responsible for all taxes, duties, and other governmental assessments (collectively, “taxes”) applicable to its business, transactions, and payments made or received in connection with the Services. BrickellPay shall not be responsible for calculating or withholding any taxes on Customer’s behalf (except taxes on BrickellPay’s own income). If BrickellPay is required by law to collect any sales, use, value-added, or similar taxes from Customer, BrickellPay will invoice Customer for such taxes, and Customer agrees to pay them, unless Customer provides a valid tax exemption certificate. Customer will indemnify and hold BrickellPay harmless from any claims or penalties arising from Customer’s failure to pay applicable taxes. 

5.3 Price Changes. BrickellPay may modify its fees upon prior notice to Customer (which may be provided via email or through the account dashboard). Fee changes will not apply retroactively and will become effective no sooner than 30 days from notice, unless a shorter period is required by the payment networks or is necessitated by regulatory changes. If Customer does not agree to a fee change, its sole remedy is to stop using the Services before the new fees take effect (and, if applicable, terminate the Agreement as provided herein). Continued use of the Services after the fee change effective date constitutes acceptance of the new fees. 

6. Intellectual Property 

6.1 Ownership. BrickellPay (and/or its licensors) retains all right, title, and interest in and to the Services, including all software, technology, algorithms, databases, trademarks, trade names, logos, and other intellectual property rights inherent in or appurtenant to the Services. This Agreement does not transfer to Customer any intellectual property rights in the Services or any part thereof. Customer is only granted a limited use license as expressly described in Section 2.1. BrickellPay’s trademarks, logos, and branding may not be used by Customer without BrickellPay’s prior written consent, except that Resellers may use BrickellPay’s name and marks to truthfully identify and promote the Services in the ordinary course of their authorized reselling activities, in accordance with any trademark usage guidelines provided by BrickellPay. 

6.2 Feedback. If Customer provides BrickellPay with any suggestions, ideas, enhancement requests, or other feedback about the Services, BrickellPay may use and incorporate such feedback without any obligation or compensation to Customer. Customer hereby grants BrickellPay a perpetual, irrevocable, royalty-free license to use any feedback provided for any purpose. 

6.3 Customer Data and Marks. Customer retains ownership of any data it submits to the Services related to its business and transactions (“Customer Data”), subject to BrickellPay’s rights to use such data as necessary to provide the Services and as otherwise permitted by this Agreement. Customer grants BrickellPay the right to use and process Customer Data for the purpose of providing the Services, including sharing data with third-party service providers (such as payment processors, banks, or crypto exchanges) as needed to complete transactions and operate the Services[16]. BrickellPay may also use aggregated and anonymized data derived from Customer’s use of the Services for analytics, improvement of the Services, or industry reports, provided that such aggregated data does not identify Customer or any individual. If Customer is a Reseller or large Merchant, BrickellPay may include Customer’s business name and logo in a list of customers or marketing materials, unless Customer requests in writing that BrickellPay not do so. 

6.4 Third-Party Software and Integrations. The Services may incorporate or interact with third-party software libraries, APIs, or plugins (for example, shopping cart plugins or payment method integrations). Use of any third-party software or services is subject to the third party’s terms. BrickellPay is not responsible for any third-party software performance or for any vulnerabilities introduced by third-party components, but BrickellPay will use commercially reasonable efforts to select and maintain reliable third-party integrations as part of the Services. If a third-party integration that Customer uses is deprecated or ceases to be supported, BrickellPay will attempt to provide notice and alternatives; however, Customer’s continued use of the Services may require it to update to supported integrations. 

7. Confidentiality and Data Privacy 

7.1 Confidential Information. In the course of using the Services, each party may have access to certain non-public information of the other party that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information (“Confidential Information”). BrickellPay’s Confidential Information includes, without limitation, the Services software, documentation, pricing information, and any non-public technical or business information about BrickellPay’s products or strategies. Customer’s Confidential Information includes non-public data about Customer’s business, customers, and transactions. Each party agrees to use the other’s Confidential Information solely for purposes of this Agreement and not to disclose it to any third party except to its affiliates, employees, agents, or service providers who need to know it and are bound to confidentiality obligations at least as protective. Each party will protect the confidentiality of the other’s Confidential Information with the same degree of care it uses to protect its own similar confidential information, and at least reasonable care. If Confidential Information must be disclosed to comply with a legal obligation, subpoena or court order, the disclosing party shall (to the extent legally permitted) give prompt notice to the other party to allow that party to seek a protective order or other appropriate remedy. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is obtained from a third party without restriction, or was already in the possession of the receiving party without confidentiality obligation. The obligations of confidentiality survive termination of this Agreement for a period of two (2) years. 

7.2 Data Privacy and Security. Each party agrees to comply with applicable data protection and privacy laws with respect to personal data processed in connection with the Services. BrickellPay’s collection, use, and disclosure of personal information through the Services is described in BrickellPay’s Privacy Policy (available at the URL provided in the BrickellPay platform), which is incorporated by reference. BrickellPay will implement reasonable and appropriate technical and organizational measures to secure personal data and transaction data within its control against unauthorized access, theft, or loss. However, Customer recognizes that no system is perfectly secure, and BrickellPay shall not be liable for breaches or unauthorized access beyond its reasonable control, such as hacking by third parties despite reasonable security measures[17][18]. If Customer’s use of the Services involves collecting personal data from end-users, Customer is responsible for providing any legally required notices and obtaining any required consents for such data collection and processing. 

7.3 PCI Compliance. To the extent Customer receives cardholder data (such as PANs or security codes) through the Services, Customer agrees that it will only use and store such data in compliance with PCI-DSS and other security standards. BrickellPay’s Services are designed so that merchants typically do not need to store sensitive card data on their own systems (for example, using hosted payment fields or tokens). If Customer chooses to store or handle raw card data outside of BrickellPay’s secure vault/tokenization system, Customer assumes all liability for securing that data. BrickellPay shall not be responsible for any data breach or theft of cardholder data from Customer’s systems. 

8. Disclaimer of Warranties 

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BRICKELLPAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES, THE SUCCESS OF PAYMENT TRANSACTIONS, OR ANY RESULTS TO BE OBTAINED FROM USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRICKELLPAY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE of trade. Customer’s use of the Services is at Customer’s own risk. BrickellPay does not warrant that the Services will be uninterrupted, error-free, or completely secure. BrickellPay does not guarantee that all transactions will be approved or processed, or that fraud will be prevented. BrickellPay provides no warranty and will bear no risk or liability with respect to Customer’s use of the Services to conduct its business, including Customer’s transactions, data, or relationships with its own customers[19]. For example, BrickellPay does not warrant or ensure that: (a) all fraudulent or unauthorized transactions will be detected or stopped (BrickellPay’s fraud tools reduce risk but are not foolproof); (b) the Services will meet Customer’s specific requirements or expectations; (c) the Services will be compatible with all Customer’s systems or third-party software; or (d) any data (including Personal Data or transaction details) will never be accessed or intercepted by unauthorized third parties (BrickellPay will take reasonable measures, but cannot guarantee absolute security)[20]. 

No advice or information, whether oral or written, obtained by Customer from BrickellPay or through the Services, shall create any warranty not expressly stated in these Terms. BrickellPay is not liable for the actions or omissions of any third-party service providers, banks, processors, or crypto exchanges, and BrickellPay makes no warranty regarding any third-party services or products that integrate or work with the Services. 

Some jurisdictions do not allow the exclusion of certain warranties; nothing herein is intended to disclaim any warranty or right that cannot be disclaimed under law. To the extent any statutory warranty applies that cannot be excluded, BrickellPay’s liability for breach of that warranty is limited (at BrickellPay’s option) to re-performing the Services or refunding the fees paid for the specific portion of Services that is defective. 

9. Limitation of Liability 

9.1 No Indirect Damages. To the fullest extent permitted by law, in no event will BrickellPay (or its officers, directors, employees, or agents) be liable to Customer or any third party for any: indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, loss of goodwill, loss of business opportunity, loss of revenue, business interruption, or loss of data, arising out of or in connection with the Services or this Agreement, even if BrickellPay has been advised of the possibility of such damages. This exclusion of certain damages applies regardless of the theory of liability (contract, tort, negligence, strict liability, statutory or otherwise) and regardless of the failure of any essential purpose of any limited remedy. 

9.2 Cap on Liability. BrickellPay’s total cumulative liability to Customer for all claims arising from or related to the Services or this Agreement will not exceed the total amount of fees paid by Customer to BrickellPay for the Services in the three (3) months immediately preceding the event giving rise to the liability (or, if no fees have been paid, $100). The existence of multiple claims or incidents will not enlarge this cap. This limitation of liability is a fundamental part of the bargain and reflects the allocation of risk between the parties; absent this limitation, the terms of this Agreement or fees charged would be different. 

9.3 Liability Disclaimer for Transactions and Data. BrickellPay will not be liable for any claims, losses, or damages arising out of any transaction processed through the Services or any data breach or unauthorized access involving Customer’s systems or accounts. Customer acknowledges that Customer is solely responsible for all transactions it submits and for verifying their accuracy and legality[21]. BrickellPay and its affiliates, processors, or resellers shall not be liable for any transaction, whether unauthorized, improperly authorized or processed, fraudulently induced, or erroneously executed, nor for any wrongful decline or failure to process any transaction[22]. This includes, without limitation, any liability for: transactions that are unauthorized or fraudulent (e.g., use of stolen cards or identity theft), transactions that are improperly approved or erroneously declined by upstream networks, any duplication or processing error, or any claims by cardholders or end-users regarding goods or services (or Digital Assets) purchased. Customer’s sole remedy for any failed or incorrect transaction is to request that BrickellPay assist in reversing or correcting the transaction if feasible, but BrickellPay offers no guarantee that such efforts will be successful or even possible. 

9.4 Specific Digital Asset Liability Exclusions. In addition to the above, Customer agrees that BrickellPay is not liable for any losses or damages arising from the use of the fiat-to-crypto on-ramp Services, including but not limited to: losses due to cryptocurrency price fluctuations, volatility, or devaluation of any Stablecoin or other Digital Asset; losses due to technological issues (such as blockchain outages or vulnerabilities, smart contract failures, or incompatibility of a user’s crypto wallet); losses of cryptocurrency due to user error (such as lost private keys, incorrect wallet addresses, or falling victim to scams); or any damages resulting from regulatory actions that affect the value, legality, or transferability of Digital Assets. BrickellPay does not guarantee the successful delivery of a Digital Asset in every case – if a third-party provider fails to deliver or an unforeseen issue occurs, BrickellPay’s liability is limited as stated in this Agreement and in no case will BrickellPay compensate for the value of the Digital Asset itself. Under no circumstances will BrickellPay be liable for any cost or penalty arising from Customer’s or any end-user’s failure to comply with applicable crypto laws or regulations (for example, tax liabilities or fines for unlawful crypto activities). 

9.5 Maximum Extent & Exceptions. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities. Nothing in this Agreement shall operate to exclude or limit liability that cannot be excluded by law, such as liability for death or personal injury caused by a party’s gross negligence or willful misconduct, or for fraud. However, Customer agrees that in no event shall BrickellPay’s liability exceed the limits set forth above, to the maximum extent permitted by Florida law. If any limitation or exclusion of liability is deemed invalid or unenforceable, the parties agree that such limitation will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of the provision and Agreement shall remain in full force and effect. 

10. Indemnification 

10.1 Customer Indemnification of BrickellPay. Customer shall defend, indemnify, and hold harmless BrickellPay and its officers, directors, employees, affiliates, agents, and representatives (“BrickellPay Indemnitees”) from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s breach of this Agreement or violation of any applicable law or regulation; (b) Customer’s products, services, or business operations, including any claim by an end-user or third party regarding goods or services (or Digital Assets) sold or distributed by Customer (for example, claims of fraud, defective products, failure to fulfill orders, misrepresentations, or privacy/security breaches involving Customer’s handling of data)[23]; (c) transactions submitted by Customer through the Services, including any claims that transactions were unauthorized or illegal, or that data transmitted in connection with a transaction infringes or misappropriates the rights of a third party[23]; (d) any misuse of the Services by Customer or through Customer’s account, including any act or omission of Customer or its employees/agents that causes harm to a cardholder, end-user, or other third party; (e) Customer’s use of the Services to facilitate Digital Asset transactions, including any regulatory enforcement or third-party claims related to cryptocurrency transactions (such as claims arising from alleged money laundering, unregistered securities offerings, sanctions violations, or consumer protection law violations in connection with crypto sales); and (f) any fines, penalties, or assessments imposed on BrickellPay by a payment network, acquiring bank, regulatory authority, or other entity due to Customer’s actions or violations of network rules or laws[24]. 

Customer’s indemnification obligation includes payment of any judgments, settlements, fines, or penalties incurred by the BrickellPay Indemnitees, as well as reimbursement of reasonable attorneys’ fees and investigation costs. BrickellPay will have the right to approve any legal counsel defending a claim subject to indemnification (such approval not to be unreasonably withheld) and to reasonably participate in the defense. Customer shall not settle any claim that imposes any liability or admission of fault on a BrickellPay Indemnitee without BrickellPay’s prior written consent. 

10.2 Indemnification Procedure. BrickellPay will promptly notify Customer of any claim for which indemnification is sought, although any failure to promptly notify will not relieve Customer of its indemnification obligations except to the extent Customer can demonstrate actual prejudice from such delay. BrickellPay will provide reasonable cooperation in the defense at Customer’s expense. Customer shall assume control of the defense of the claim with counsel reasonably satisfactory to BrickellPay. BrickellPay reserves the right, at its option, to assume exclusive defense and control of any matter subject to indemnification if Customer is unwilling or unable to adequately defend BrickellPay’s interests, and in that case Customer’s indemnity obligations will cover all costs and liabilities incurred by BrickellPay in doing so. 

10.3 Additional Remedy for Fines. Amounts owed by Customer under its indemnification obligations or for any fines/penalties shall be due and payable promptly upon demand. BrickellPay may, at its discretion, offset any such amounts against settlements or any funds of Customer in BrickellPay’s control (for example, deducting from Merchant payout amounts). All such amounts (including fines imposed on BrickellPay due to Customer) will be considered direct damages of BrickellPay, not indirect or consequential, and thus outside of any liability limitations to ensure full reimbursement[24]. 

11. Term and Termination 

11.1 Term. This Agreement commences on the date Customer first accepts it (or first uses the Services, whichever earlier) and will continue in effect until terminated by either party as provided herein. Any subscription or order form may specify an initial term for the Services; if no term is specified, the Agreement is considered month-to-month. 

11.2 Termination by Customer. Customer may terminate this Agreement for convenience by providing at least 30 days’ written notice to BrickellPay and ceasing all use of the Services by the end of that notice period. If Customer has a fixed-term contract or a Reseller agreement, early termination may be subject to any agreed early termination fees or notice requirements in such contract. A Reseller who terminates its relationship with BrickellPay must ensure all of its Merchants either cease using the Services or enter a direct agreement with BrickellPay or another reseller, as a condition of termination. 

11.3 Termination/Suspension by BrickellPay. BrickellPay may terminate this Agreement or suspend Services (in whole or in part) immediately upon notice to Customer if: (a) Customer materially breaches any provision of this Agreement or engages in any behavior that in BrickellPay’s reasonable opinion exposes BrickellPay to risk or liability (including, without limitation, violation of compliance obligations, fraudulent activity, or actions that may cause BrickellPay to violate law or network rules); (b) any law or regulation becomes effective that prohibits or materially impairs BrickellPay’s ability to provide the Services to Customer; (c) BrickellPay’s relationship with a critical third-party provider (such as a bank, processor, or crypto exchange) in respect to the Services is terminated or suspended and BrickellPay is unable to reasonably continue Services; or (d) Customer undergoes a bankruptcy, insolvency, or change of control that BrickellPay in good faith believes adversely affects Customer’s ability to perform or the risk profile of providing Services. Additionally, BrickellPay may suspend transactions or Services on a temporary basis without terminating this Agreement if required to investigate suspected misconduct or comply with a court order or regulator request. 

11.4 Effect of Termination. Upon termination of this Agreement for any reason: (i) Customer must immediately cease using the Services (including removing any BrickellPay integrations from its websites/applications), and BrickellPay may immediately deactivate or disable Customer’s access to the Services; (ii) any licenses or rights granted to Customer in this Agreement will terminate; (iii) any outstanding payment obligations of Customer will become due and payable immediately (including any fees accrued up to termination date, or any applicable early termination fees); and (iv) each party shall return or destroy the other party’s Confidential Information upon request (except that BrickellPay may retain Customer data as required for legal/regulatory obligations or legitimate business purposes, subject to the confidentiality obligations). If Customer is a Merchant, termination does not affect Customer’s obligation to fulfill any orders or obligations to its own customers that were made prior to termination. If Customer is a Reseller, it shall cooperate in transitioning Merchants to an alternate service or to direct agreements as needed to minimize disruption. 

11.5 Surviving Provisions. Any provision of this Agreement that by its nature is meant to survive termination or expiration (including, without limitation, indemnities, limitations of liability, confidentiality, governing law, and any obligations to pay fees incurred prior to termination) shall survive. Termination of this Agreement shall not relieve Customer from liability for any breach occurring prior to termination or for any amounts due. 

12. Governing Law and Dispute Resolution 

12.1 Governing Law. This Agreement and any dispute or claim (whether in contract, tort, or otherwise) arising out of or related to the Services or this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 

12.2 Jurisdiction and Venue. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of Florida located in [Miami-Dade County, Florida] or (for matters within federal jurisdiction) the United States District Court for the Southern District of Florida. Each party consents to the exclusive jurisdiction and venue of such courts and waives any objection that such courts represent an inconvenient forum. Each party hereby waives any right to a trial by jury in any lawsuit or proceeding to the extent permitted by law. 

12.3 Injunctive Relief. Notwithstanding the above, nothing in this Agreement will prevent either party from seeking immediate injunctive or equitable relief in any court of competent jurisdiction to prevent or enjoin any ongoing or imminent breach of that party’s intellectual property rights or Confidential Information, since the parties agree that a breach of those obligations may cause irreparable harm for which monetary damages may be inadequate. 

12.4 Dispute Resolution and Negotiation. Before filing any lawsuit, the parties agree to first attempt in good faith to resolve any dispute arising under this Agreement by negotiations between senior executives. If a dispute arises, either party may provide written notice to the other describing the issue; within 10 business days, management-level representatives shall discuss the matter (by phone or in person) in an effort to resolve it. If the dispute is not resolved within 30 days from the initial notice, either party may proceed with legal action. This Section shall not apply to collection of undisputed fees or any claim that is time-sensitive (such as one approaching a statute of limitations). 

12.5 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief awarded. 

13. Miscellaneous Provisions 

13.1 Independent Contractors. The relationship of BrickellPay and Customer is solely that of independent contractors. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, fiduciary, or agency relationship between BrickellPay and Customer for any purpose. Neither party has any authority to bind or incur obligations on the other’s behalf without prior written consent. BrickellPay is not in the business of providing legal or financial advice to Customer or its users; Customer must seek its own professional advice to ensure compliance with laws applicable to its business. 

13.2 Assignment. Customer may not assign or transfer any rights or obligations under this Agreement to any third party without BrickellPay’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this section is void. BrickellPay may freely assign or transfer this Agreement (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and permitted assigns. 

13.3 No Waiver. The failure of either party to enforce any provision of this Agreement or to insist on strict performance of any obligation, shall not be a waiver or relinquishment of its right to subsequently enforce such provision or any other provision of this Agreement. Any waiver of any provision must be in writing and signed by the party making the waiver to be effective, and will apply only to the specific instance expressly stated. 

13.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to reflect the parties’ intent, and the remaining provisions of this Agreement will remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is as similar as possible to the stricken provision, to restore as nearly as possible the original intent of the parties. 

13.5 Force Majeure. Neither party shall be liable for any delay or failure in performing its obligations (except payment obligations) under this Agreement to the extent that such delay or failure is due to circumstances beyond its reasonable control, including, without limitation: acts of God, natural disasters, war, terrorism, civil disturbances, government actions, labor disputes, internet or telecommunications failures, power outages, or failures or downtime of third-party services (each, a “Force Majeure Event”). The party affected by a Force Majeure Event shall give prompt notice to the other and use commercially reasonable efforts to resume performance as soon as practicable. In the event a Force Majeure Event continues for more than 30 days, either party may terminate the affected Services by written notice without further liability (except that Customer will pay for Services actually provided prior to termination). 

13.6 Entire Agreement. This Terms and Conditions document, along with any BrickellPay order forms, schedules, addenda, or policies expressly referenced herein (such as the Privacy Policy or any Service-specific terms provided by BrickellPay), constitutes the entire agreement between BrickellPay and Customer with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals, or understandings (whether written or oral) relating to the same subject matter. Each party acknowledges that in entering this Agreement it has not relied on any representation, warranty, or statement not expressly set out herein. In the event of a conflict between these Terms and any order form or addendum, the terms of the order form/addendum (as executed by both parties) shall prevail to the extent of the conflict. 

13.7 Amendments. BrickellPay may modify these Terms and Conditions from time to time. BrickellPay will provide notice to Customer of material changes (for example, by email or by a notice on the dashboard). Except as required by law or by a card network rule change, any material amendment will become effective at least 30 days after notice. If Customer objects to the revised Terms, Customer may terminate the Agreement by written notice during the notice period. Customer’s continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. Any amendment proposed by Customer must be expressly agreed in a written instrument signed by both parties. 

13.8 Notices. Notices under this Agreement must be sent in writing. BrickellPay may send notices to Customer at the email or physical address associated with Customer’s account. Customer must send notices to BrickellPay at the following address (or any updated address BrickellPay designates): 
BrickellPay, Inc. 
Legal Department 
310 Alhambra Circle 
Coral Gables, FL 33134 
Email: legal@brickellpay.com

Notices will be deemed given: (a) if by hand or courier, upon delivery; (b) if by registered mail, on the third business day after mailing; or (c) if by email, upon transmission if the sender receives no bounce-back or similar error message (provided that an email notice should be followed by another method if no response is received within 2 business days). 

13.9 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their permitted successors and assigns. Except for the indemnified parties described in Section 10 (who are intended third-party beneficiaries for the limited purpose of enforcing their indemnification rights), there are no third-party beneficiaries to this Agreement, and no other person or entity shall have any rights under this Agreement. 

13.10 Authority. If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents that they have the authority to bind that entity to these Terms, in which case “Customer” will refer to that entity. If the individual does not have such authority or does not agree with these Terms, they must not accept the Agreement or use the Services. 

13.11 Electronic Acceptance and Counterparts. This Agreement may be accepted electronically (for example, by clicking “I Agree” or through an online signup process) and such acceptance will have the same force and effect as a hand-signed agreement. The parties agree that electronic signatures or records shall be given the same legal effect as physically signed documents. This Agreement may be executed in counterparts, which together will constitute one instrument. 

13.12 Additional Terms for Specific Services. Certain Services or features may be subject to additional product-specific terms, guidelines, or agreements. For example, if BrickellPay offers new features or a beta program, BrickellPay may present additional terms for those. Such additional terms are hereby incorporated by reference and will apply to the relevant Services. In case of any irreconcilable conflict between such additional terms and these Terms and Conditions, the additional terms will control for that Service/feature. 

13.13 Interpretation. The headings in this Agreement are for reference only and do not affect interpretation. Terms such as “including” or “for example” shall be deemed to include the phrase “without limitation.” This Agreement shall not be construed against the party that drafted it; both parties have had opportunity for review and input. 

13.14 Legal Cooperation. Customer acknowledges that BrickellPay may, from time to time, be required to respond to subpoenas, court orders, or other legal process concerning transactions or users of the Services. Customer agrees that BrickellPay may comply with such requests and may disclose any requested information as necessary to satisfy them, without breaching any obligation to Customer. Furthermore, Customer agrees to cooperate with any reasonable requests by BrickellPay for information or documents needed for BrickellPay to respond to inquiries from law enforcement or regulators regarding Customer’s use of the Services. 

By using or continuing to use the Services, you (Customer) certify that you have read, understood, and agree to these Terms and Conditions. If you are an agent or officer of a Reseller or Merchant, you represent that you have the authority to bind the company to this Agreement. 

If you do not agree to these terms, do not use the BrickellPay Services. 

[1] [2] [9] Terms and Conditions 

https://www.onramper.com/terms-conditions

[3] [4] [7] [8] [17] [18] Payment gateway reseller agreement (PDF) 

https://www.authorize.net/content/dam/documents/agreements/standard-reseller-agreement.pdf

[5] [10] [11] [12] [13] [14] [15] onramp.money 

https://onramp.money/static/termsAndConditions.pdf

[6] [16] [19] [20] [21] [22] [23] [24] White Label Template for Partner and Merchant Terms by NMI 

https://www.nmi.com/policy/terms-conditions-for-nmis-services-merchant-terms-and-conditions