TERMS AND CONDITIONS OF USE OF THE OPENPAY SERVICES
WHICH HAVE LEGAL EFFECTS AS OF MAY 1, 2020
OPENPAY reserves the right to change or modify the terms and conditions contained in these Conditions or any policy or guideline of the Services, at any time and in its sole discretion. A notice will be provided by posting the revised terms to the Services and changing the “last review” date at the top of the Terms or by other means of notification that the company will determine in due course, in its sole discretion. . Using a particular form of notification in some cases does not compel us to use the same form in other cases. Any changes or modifications will be effective immediately upon posting of reviews of the Services, and you waive any right you may have to receive specific notice of such changes or modifications. Your use of these Services will confirm your acceptance of such changes or modifications, so you should frequently review the applicable terms and policies to understand the conditions that apply to your use of the Services. The most up-to-date versions of the Conditions can be consulted by clicking on the hypertext link of the “Terms of Service” located at the bottom of our web pages. If you do not accept the modified conditions, you must stop using the Services.
Glossary of Terms Used
- API: It refers to "Application Programming Interface", which is a layer/interface for accessing the OPENPAY platform through programming languages. (More information at: http://www.openpay.mx/docs/api/). Incorporating said API in the MERCHANT systems and platforms is that you can receive and process payments from the OPENPAY platform.
- Beneficiary of the Payment of Services: It is the natural or moral person who will receive the monetary sum sent by the MERCHANT for the payment of services through OPENPAY.
- CFDI: It means "Digital Payment Receipt on the Internet". It is a digital document with legal validity, which uses internationally recognized technical security standards to guarantee the integrity, confidentiality, authenticity, uniqueness and non-repudiation of the Electronic Invoice. They are made up of files in XML and PDF formats.
- Chargeback: This occurs when the End User contacts the issuing bank of his debit or credit Card to raise a clarification for this concept, who, if applicable, pays the End User the amount of the transaction. The bank issuing the debit or credit card of the End User is the one who creates a chargeback request to the MERCHANT that processed the corresponding transaction.
- Merchant: It is the natural person with business activity or the legal entity that contracts the provision of OPENPAY services.
- Fee: It is the fee that OPENPAY charges the MERCHANT for processing a payment transaction through the OPENPAY platforms, which depends on the configured Payment Method, same as specified in this Contract.
- CLABE Account: It is the “Standardized Bank Code”, which is unique and unrepeatable, is made up of eighteen digits and is used to identify the bank account (s) within the Mexican banking system. This CLABE account guarantees that the resources sent by OPENPAY, as well as the electronic transfers of INTERBANK funds (between banks), are applied exclusively to the account indicated by THE MERCHANT.
- MERCHANT Account: Refers to the MERCHANT account on the OPENPAY platform, where data is recorded, such as the current balance and the available balance of all OPENPAY Payment Methods, among others.
- Transaction day and time: It is the date, specifying year, month, day, hour, minutes and seconds of a transaction carried out within the OPENPAY system, which is recorded at the time that said transaction is completed and paid, regardless of Payment method. Usually it is specified as a completed transaction (hereinafter “TC”) and is represented in the format “yyyy:mm:dd:hh:mm:ss” (Example: 2014:12:12:13:00:00 ).
- Daily cutoff time: It is the maximum time in which a transaction is accepted, depending on the Payment Method, so that the amount of said transaction is part of the current balance of MERCHANT of the current day. If a “TC” transaction is completed before or until the daily cut-off time of the Payment Method used, then the amount of the “TC” transaction is credited to the current balance of that current day and is settled to the MERCHANT as established in the Resource Availability Time section of this Contract.
- IIP: Means "personally identifiable information" and refers to any data that could potentially identify a specific individual. Any information that can be used to distinguish one person from another, and that can be used to remove anonymity, which may be stored in the United States of America and/or the United Kingdom
- Payment Method: Including but not limited to, refers to the Payment Methods that OPENPAY has available to clients or End Users of the MERCHANT, which are: Credit, debit and service cards, both from national and international Issuers (VISA , MasterCard or American Express), or through Referenced Deposits in Multiple Banking Institutions, cash payments in convenience stores (hereinafter “Paynet”), as well as any other Payment Method that will be available in the future through OPENPAY and enabled within the MERCHANT systems.
- Aggregator or PSP mode: It is the modality of the OPENPAY platform under which the payment transaction is processed, using the Payment Method rules and the transaction amount is added to the current balance, with OPENPAY paying the transaction amount processed to the current balance and subsequently adds it to the available balance, based on the Time of availability of the resources to later be the liquidator of the MERCHANT and discounting the discount rate or fees agreed, according to said Payment Method.
- Processor or Gateway Mode: It is the modality in the OPENPAY platform under which it processes each payment transaction using the rules of the Payment Method in question, the bank being the liquidator who pays the amounts transacted directly to the account (s) ) CLABE OF THE MERCHANT based on the settlement time and discounting the discount rate or fees agreed according to said Payment Method. OPENPAY charges only for the use of the platform and THE MERCHANT must issue the payment of the fees corresponding to OPENPAY later.
- Paynet Mode: Refers to the Payment Method where the End Users and clients of the MERCHANT can pay for the products and services of the MERCHANT in cash, using a unique barcode per transaction, which is provided by OPENPAY to the End Client, which can contain expiration date and time so that the payment transaction is accepted, notified and available in real time in the MERCHANT systems and this in turn is accepted in the convenience store chains affiliated with OPENPAY, which are published in the official page: https://www.paynet.com.mx/; These operations, for each barcode presented, cannot exceed the maximum amount published on said official page. The maximum amount may be increased or decreased at the discretion of OPENPAY and convenience stores, so it will be the obligation of the MERCHANT to periodically review said page to know the changes that may have arisen. There are no refunds or cancellations in this payment method.
- E-Commerce Services: E-Commerce or electronic commerce is a method of buying and selling goods or services through a website or a platform with an internet connection.
- SPEI: It refers to the "Interbank Electronic Payment System", which is the payment platform developed and operated by Banco de México ("BANXICO"), which allows the general public to send and receive money through electronic transfers between bank accounts , regardless of the bank in which the bank account has been contracted. Receipt of payments is allowed only through electronic interbank transfers. OPENPAY has no control at the time the Client or End User enters the reference data in their electronic banking to make the transfer, so if the latter enters any incorrect data, the payment may not be reflected as completed on the OPENPAY platform. and classify as unknown. In this case, the MERCHANT must provide the corresponding documentation so that OPENPAY validates that the balance has actually been credited to the account and if so, there is a process for the recovery and payment of the balance after the MERCHANT. Otherwise, the MERCHANT must request the End User to check in his account statement whether the balance was actually discounted, credited again to his account or deposited some other recipient. There are no refunds or cancellations in this payment method. The details of the service are at: https://www.banxico.org.mx/servicios/sistema-pagos-electronicos-in.html
- Credit or Debit Card: It is a means of disposition that identifies and associates the cardholder with the credit line that was granted by the bank or with the sight money deposit account contracted with it, through which the cardholder has , as the case may be, of your line of credit or the balance of your account.
- Resource availability time: It is the time in which the amount of available balance is transferred to the bank account of THE MERCHANT. Said available balance must be transferred and delivered in liquid form to THE MERCHANT once a week on business days or every 7 (seven) calendar days. THE MERCHANT will choose the day of the week in which you want the balance to be transferred to you. Any request to change the day, increase in the days of settlement or unscheduled settlements, will be subject to validation and authorization as long as the merchant has completed a minimum period of operation of three months, or until a volume of Considerable transactions to perform a detailed analysis of the behavior of MERCHANT.
- Fraudulent Transaction: Those transactions or operations carried out with a charge to the credit or debit card that are carried out in the “E-Commerce Services” ', without the authorization or consent of the holder of said credit or debit card, or that has been received, processed and / or made without complying with the provisions, procedures and / or rules established in this Agreement.
- Users, End Users or Clients: Natural or legal persons who go to or enter the "E-Commerce Services" of the MERCHANT in order to acquire a good or service.
- Current Balance and Available Balance. - Current balance, is the accumulated of all sales in real time through the different payment methods that are generated in THE MERCHANT. Available balance is the time (generally in "N" days) for part of the current balance, depending on the business rules of the payment method in question, to be added to the available balance of the virtual account of THE MERCHANT in order to have the same. The formula to determine when sales will go from a current balance to available will be reflected as ("T + N days") Payment with AMEX card (T + 3 days). Payment with Visa and MasterCard (T + 1 day). Cash payment (T + 3 days). Payment in bank (T + 1 day).
Obligation, Consent and Acceptance of these Terms and Conditions of Use
By entering the OPENPAY Site, you accept the content of these Terms and Conditions of Use, and the other OPENPAY Policies. Ignorance of the content of this document and the Policies does not exempt you from any responsibility; We recommend that you carefully read the content of the Terms and Conditions of Use, since when entering, accessing, browsing, using or registering as a Merchant, User or Client, ALL the obligations contained herein will apply. Said consent shall have the same legal effects as the consent granted through the autograph signature, being admissible as evidence in court under the terms of the applicable legislation. These Terms and Conditions of Use are NOT negotiable and must be observed by all the Merchants, Users or Clients that contract the services provided by OPENPAY.
By entering the OPENPAY Site, you agree that it may require you to perfect, sign or formalize legal documentation, such as signing contracts, acknowledging debts, letters of any kind, etc. In addition, you accept that if for any unjustifiable reason, you are not willing to perfect said legal documents, OPENPAY may assert your rights and claims through the courts, these Terms and Conditions of Use, as well as all the information on record, being admissible as evidence. in our databases to demonstrate the relationship with you and the debts that you have, if applicable.
Our Services can only be used by persons of legal age, to access or use the Services and not be legally incapacitated (you must have full legal capacity to contract), the use by minors is strictly prohibited; By accessing the Site, you affirm that you are of legal age to contract and are in full use of your abilities. By registering to use the Services, you represent and warrant that you do not register to use the Services on behalf of a third party and that you have not previously been suspended or withdrawn from the Services. You represent and guarantee that you will not use the Services if the law of your country prohibits you from using it in accordance with these Terms and Conditions. The Service can only be used for the purposes described in this document; OPENPAY reserves the right to verify your identity, age and legal capacity, as well as to suspend the Service to people who carry out Unauthorized Activities or illegal activities. Additionally, the Services may only be used by individuals with business activities and Legal Entities who are duly registered with the Tax Administration Service, and have a Federal Taxpayer Registry.
Legal Personality of Users and Business
If your intention is to open a business account in the name of a legal entity, you accept and guarantee that you have sufficient legal powers to do so; otherwise, we ask that you refrain from opening the account or request the authorized person to open the account with us. Take into consideration that we will verify all the legal documentation that accredits you as a proxy or legal representative, so you accept that all the documents that enter our system are real, current and comply with the regulations applicable in the Mexican Republic.
You are solely responsible for determining the identity and suitability of the other users with whom you may interact through our Services. We do not investigate or verify the reputation, conduct, morals, criminal, commercial, credit history, or any information that a participant may submit through the Services. You acknowledge that OPENPAY makes no representations or warranties of any kind with respect to any registered user to use the Services and that you are solely responsible for the investigation and selection of users.
Both Parties agree that the present Terms and Conditions of Use are intended to establish the terms and conditions (hereinafter "conditions") for the use of the Electronic Payment Acceptance service, either electronically, through affiliated channels to Paynet through all the OPENPAY payment methods that are available or will be available on the OPENPAY platform. By using any of our Services, you accept the Policies that govern them, including the policies of third parties; Additionally, it assumes all the risks that the operation of business and carrying out activities on the Internet entails. In addition to what is stipulated in the Glossary of Terms, the Services include the receipt and processing of the authorization of the payment request, made by the Customers of the Merchant regarding products and services offered by them on web pages and / or mobile applications. Payments can only be made in Production Mode through the Payment Methods contracted with OPENPAY.
In order to make or receive payments to third parties, OPENPAY will provide you with a merchant account. All funds in your Account will be held on your behalf until the Beneficiary meets all requirements to receive such funds. OPENPAY provides Merchants the ability to use their Merchant Account to receive Payments and receive Transfers through the OPENPAY Platform. OPENPAY uses third party services to provide payment services (eg card processing, settlement to merchant, and related services). By making use of any or all of these payment services in the Services, you agree that you will be bound by the terms and conditions and privacy policies of these services and therefore consent and authorize us to delegate authorizations and share the information that you provide the Services with our Third Party Service Provider (s) to the extent necessary to provide Payment Services to you. OPENPAY processes all Payments or Transfer transactions through this open payments switch and is PCI certified and complies with all the regulations of the National Banking and Securities Fees "CNBV".
Registration and Account
To use the Services, you must create an account with OPENPAY ("Account") by logging in through one of the supported platforms "Access Media". You represent and guarantee that you are the authorized holder of the Access Media account that you used to register in your Account. You can sign up for a single Account. When registering, we collect information from your person such as name and email, if applicable, company name and telephone number; Your registration does not guarantee that you can have the Services. OPENPAY reserves the right to validate on its own or third party account all the data you provide us.
You also agree to: (a) provide accurate, current and complete information when creating or updating an Account, (b) keep your Account information updated, (c) maintain the security and confidentiality of your access data and restrict the access to your Account and your equipment, (d) will immediately notify the company by sending an email to email@example.com if you discover or suspect a security breach related to the Services, and (e) assume responsibility for all activities that occur under your Account and accept all risks of unauthorized access.
You acknowledge and accept that, in order to register a Merchant or Business account, you must have the capacity to contract on behalf of such entity and to compel it with powers of legal representation for acts of administration, your representation must be subject to the provisions of the second paragraph of article 2554 of the Federal Civil Code. Regardless of the foregoing, if you wish to Activate the account on behalf of a Business in which you have no power of representation, you must send us a simple power of attorney letter to firstname.lastname@example.org where the Legal Representative and / or Attorney of the company, empowers you to Activate the Account; If you are Activating the account on behalf of a third party either as a favor or as part of your employment and you do not have powers, neither the proxy letter could commit various unlawful acts so we recommend that you refrain from it. In the event that it is carried out and there is an irregularity at the time such as the refusal of the MERCHANT's legal representative to have activated the account, OPENPAY may report it to the authorities for crimes such as identity theft, having the obligation to keep us safe and in peace, and indemnify us for any damage, loss or prejudice that it may have caused us.
You acknowledge that by registering as a User, OPENPAY will allow you to use a Test Account. This will give you access to the Sandbox Mode (ONE SIMULATOR). You acknowledge that all the operations carried out in said account are solely for testing and simulation purposes, without legal and / or financial effects. You agree that only until OPENPAY notifies you that your account has been activated (see activation process), you will have access to the attributes and functions of a Production Account. Additionally, you acknowledge and agree that OPENPAY will not provide you with access to the Production Account or provide API Keys in Production Mode until your account is Activated.
Product Account Activation or Denial Procedure
You agree that once you are registered as a Merchant, User, or Client, you can request the Activation of the Production Account from our technical support area at the email email@example.com. OPENPAY will request additional information to validate your identity, veracity of the information, legality of the activity you want to carry out and other administrative information. Among the data we will collect is the following: Constitutive Act, Assembly Minutes where there are changes to statutes or legal representatives, Power of attorney, Official identification of the legal representative, Proof of address, RFC ID and Cover Statement.
All the information provided by the Users will be confidential and will be subject to the Privacy Notice published on our pages; by submitting an Activation request, you acknowledge and accept that you have legal standing to represent the Merchant or Business, you also accept and acknowledge that OPENPAY may request additional information to verify it, we may even request original documents. You accept and acknowledge that OPENPAY will make the best efforts to validate that all the documentation submitted is truthful, however, we are not responsible if the documentation is incorrect or inaccurate. In the case of bank account data, OPENPAY will deposit the Available Balance only to the Merchant account, for which we are not responsible if the account provided is incorrect or if due to fraud or bad faith, the person who requested the Activation gave data other than that of Merchant.
Our priority is to be efficient in registering our clients, however, you must understand that activating a Production Account implies a thorough analysis. Your security is our security, we do not guarantee a minimum response time to register, however, our average response time to activate a new account after your documentation is complete, your contract is signed (in case of that it applies) and once its technical, administrative and fiscal validation has been carried out, it is 48 (forty-eight) business hours; Once we send you an email that your account has been accepted, you will be able to access the Production Account features to process actual charges. Requesting Activation does not guarantee that OPENPAY will activate the Production Account.
You agree that OPENPAY reserves the right to deny a Production Account and you agree that we have no obligation to explain or give you reasons why your account was denied. In addition, we can deny you access to Production Mode for any reason and at any time. Regardless of whether your account has been Activated, OPENPAY reserves the right to deny the use of any Payment Method.
Authentication of Users and Business
You agree that OPENPAY provides a username and password for MERCHANT, Business or User to access the service through the Dashboard, you agree that your username is a non-transferable and revocable right. Users at any time may cancel their User, however, upon cancellation, all pending obligations with OPENPAY will prevail. It is your responsibility to save the credentials (username and password) and API keys.
Accept and undertake to answer for the activities carried out on your account, any charge or movement made with keys through the API or credentials on the Dashboard, will be considered as performed by you and will be responsible for all legal and financial effects . We recommend that the passwords you use be restricted and not shared with third parties.
The Fee that charges Openpay for Service (the "Fee (s)") varies according to the payment method "Payment Method" used by the user, by way of example, these Fees are published in the link called fees. Likewise, OPENPAY reserves the right both to modify the Fees, as well as to agree on special Fees with specific MERCHANT; in the understanding that for the latter case, the Fees must be documented in a Contract that must be signed between OPENPAY and the MERCHANT.
All fees payable to OPENPAY will be withheld from the Available Balance. Therefore, OPENPAY will deposit in the merchant's account the total amount that Users pay less the corresponding fee and retention. The Fees are not refundable except when some other agreement is reached regarding this and it is duly documented by means of a Contract that must be signed between OPENPAY and the MERCHANT.
Refunds of Card Payment Transactions
In OPENPAY it is possible to apply partial or total refunds when it comes to the card payment method. However, no fee refund applies in any case where the MERCHANT generates a refund in card payment transactions.
You Have Sole Responsibility When You Use the Services OPENPAY is not a party, does not have any participation or interest in, does not make representations or guarantees regarding - and has no responsibility or obligation regarding - communications, transactions, interactions, conflicts or any form of relationship between you and any other user, person or organization. You are solely responsible for your interactions with users of our Services. We reserve the right, but have no obligation, to monitor interactions between you and other users of our Services.
Third party claims
You accept, guarantee and undertake to keep us safe for any claim that exists on the part of a third party in relation to the contractual relations that they acquire with you and the payments that they make through the Services; At all times, you must inform the MERCHANT Clients that We are not responsible for the fulfillment of their obligations and no claim should be addressed to us. OPENPAY reserves the right to suspend the service for issues related to this subsection.
By using the Services, you accept that OPENPAY is a provider of the Services and we do not control the activities that the Business Clients carry out, therefore, you accept and release us from any responsibility for delays, noncompliance, failures, faults, damages, damages and any other impairment you have for reasons beyond our control. You also agree to keep us safe from any lawsuits or claims from third parties who make payments on your behalf. By using the Services, you agree to indemnify us for any damages, including, but not limited to reimbursement for the payment of improper amounts and payments or disputes for Chargebacks; By using the Services, you accept that OPENPAY, unilaterally, may obtain from your bank account the resources due or resources in dispute by Chargeback, however, you will always have the right to dispute any disagreement, subject to the provisions of our Dispute Procedure.
Relationship between the parties
OPENPAY is and will be considered as an independent service provider, and not as an employee, agent, party or associate of MERCHANDISE. Nothing in this Agreement will be considered or interpreted to constitute the Parties as partners, agents or employees of each other, and none of the provisions of this Agreement will be interpreted to hold the other Party responsible for the debts, responsibilities and obligations of the other.
a) AVAILABILITY OF THE OPENPAY PLATFORM.
The Platform will be available to process requests 95% (ninety-five percent) of the time, during each calendar month (excluding planned out-of-service periods for maintenance, which will be notified in advance via email). The availability of the Platform will be measured each calendar month based on twenty-four (24) hours per day and for operating periods of seven (7) days a week and will be subject to availability of third parties involved in the operation of the platform, in accordance to what is indicated in the following paragraph
Whenever OPENPAY may subcontract with third parties, the availability of the Platform includes the availability of the third parties involved, including without limitation: (i) Internet Providers, (ii) Service Providers, (iii) Telecommunications Providers and / or (iv) any third party that provides a service to OPENPAY. OPENPAY may not subcontract the services that it undertakes to provide directly to the MERCHANT under the terms and conditions agreed in this Contract. OPENPAY undertakes to enter into the applicable confidentiality agreements for the safeguarding of confidential information and IIIP of the MERCHANTS, for which it will respond directly in the event of any breach by its subcontractors, as long as it is for causes directly attributable to East. If applicable, Openpay must inform the cloud service customer in a timely manner of any anticipated changes.
OPENPAY will make its best efforts to achieve and maintain the average availability levels indicated in this clause.
b) NO PROCESSING OF INFORMATION IIP. OPENPAY does not process, disclose or record the IIP information of the end users of the MERCHANT. If applicable, OPENPAY will be obliged to protect the PII of the end users of the MERCHANT.
In the event that OPENPAY does not comply with the provisions of this clause, the MERCHANT will inform you of the breach, so that the corresponding failure can be remedied within the next 5 (five) business days, counted from the date on which it received the corresponding notification.
In the event that OPENPAY defaults on its obligations for more than 3 (three) consecutive times in a period of 30 (thirty) calendar days, the MERCHANT may terminate this Agreement immediately without liability for it.
Transactions with suspicious behavior.
It is possible that OPENPAY's fraud prevention area detects transactions with suspicious behavior by the Client or End User, so, with the intention of carrying out a detailed review, OPENPAY will freeze the amount of the transaction, which will be discounted from the amount of the liquidation scheduled for THE MERCHANT. OPENPAY will specify in writing the behavior of the Client or End User that is considered suspicious in the transaction.
OPENPAY recommends not to deliver the product and / or service and to refund the transaction. In case of knowing the Client or End User, THE MERCHANT must provide OPENPAY with the photo of the official identification of the cardholder (current, on both sides), photo of the card with which the transaction was carried out (on both sides, hiding data sensitive) and promissory note signed by the Client or End User. The foregoing with the intention of validating the information and, where appropriate, unfreezing the amount of the transaction. In case of not receiving the documentation, the amount corresponding to the transaction will be retained for a period of 90 (ninety) days.
The transaction limit granted for the card payment method and the additional functionalities required will be defined between OPENPAY and THE MERCHANT before going into production. The limit per transaction and the agreed functionalities must be maintained for a minimum period of three months, or until a considerable volume of transactions is generated in order to carry out a detailed analysis of the behavior of the MERCHANT. After that, any modification must be requested by the CEMERCIO Administrator in writing and will be subject to authorization.
3D Secure or Double Authentication.
There is an extra layer of security for credit and debit card transactions known as 3D Secure or double authentication. Designed by the Visa, Master Card and American Express brands to improve the security of Internet payments and managed by each issuing bank. The use of 3D Secure may be optional or in some cases required by Openpay depending on the line of business or risk represented by the transactions in the sale or provision of some products and / or services, for cardholder authentication.
How does it work? If the Merchant requests authentication through 3D Secure, the issuing bank will apply as many authentication factors as required to validate the cardholder (sending a code to the registered cell number, requesting personal information, calling an agent to verify the purchase, enter others). Whoever does all the management and decision-making of transactions authenticated by 3D Secure is directly the bank.
Who is responsible for fraud in transactions with 3D Secure or Double Authentication?
If the issuing bank / Merchant apply authentication through 3D Secure.
- If the issuing bank applies authentication factors, it can transfer the responsibility for the fraud to the cardholder.
- If the issuing bank evaluates the risk under the purchase, it can omit to apply a double authentication factor and it remains with the risk of fraud.
- If the issuing bank applies authentication factors, but the cardholder had any issue related to the purchase or provision of products and / or services (non-delivery of product or delivery after the agreed period, return or cancellation not applied, duplication of charge, errors in the shipment, among others), you can transfer the responsibility of the fraud to the Merchant.
If the issuing bank / Merchant DO NOT apply authentication through 3D Secure.
- If the Merchant chooses not to request authentication and send requests to the bank without 3D Secure, the responsibility for fraud, in all cases, lies with the Merchant.
- If the Merchant chooses authentication, but the issuing bank does not offer the merchant the option to request authentication through 3D Secure, the fraud is the bank's responsibility.
The Parties may use local and / or foreign subcontractors for the provision of the Services or for the performance of any of their obligations established in this Contract and will be solely responsible to their counterparty and subcontractors having the obligation to take out in peace and safely to the other Party in the event that subcontractors or their personnel take legal action against them for any reason or reason, so that the IIIP information provided in their case may be stored in the United States of America
Suspension and withdrawal of accounts
By using our Services, you acknowledge that we are an intermediary to process payments between Merchant Customers and Merchant; This activity implies certain risks and responsibilities for Us, so we must be cautious and take measures regarding the legal and financial security of all those involved (Customer of Merchant, Merchant and Us). You agree that we reserve the right to deny service to any customer who exhibits irregular behavior, aggressive or insulting behavior. You agree that in addition to the previous points, any documentary by OPENPAY that proves that you do not have a good reputation is sufficient to cancel the account.
Preventive Account Cancellation
Notwithstanding any other recourse, OPENPAY may suspend your Production Account or Payment Method if we suspect that (by conviction, settlement, or investigation, or otherwise) you have been involved in transactions charged to the card or operations with Credit Cards. Credit or Debit that is made or is intended to be done without the authorization or consent of the Cardholder or that the processed charges show suspicions or are fraudulent. You also acknowledge and agree that we may terminate your account or cancel the processing of any Payment Method, whether for verification, repair in the Service, irregular activity or fortuitous circumstances. In view of the foregoing, you agree that OPENPAY will not respond and is released from any liability with the Merchant and its Clients for the aforementioned acts. You also acknowledge that OPENPAY will be able to obtain from your Available Balance and / or the bank account that you have provided us, sufficient balances to settle debts and / or chargebacks.
Procedure to dispute the withdrawal of preventive account
OPENPAY will notify you of the preventive account withdrawal by email. At that time, the Available Balance will be blocked and will have 10 (ten) days to display any evidence to clarify the facts that gave rise to its preventive withdrawal. If you fail to prove or prove that the facts that gave rise to the cancellation are incorrect, the account will be formally deregistered and we may generate returns to the Merchant Clients for any charge contained in the Available Balance of their account. OPENPAY has the last word on the decision to reactivate your account and is not required to provide information as to why your account was terminated.
Balance Lock Available
In the event that your account is locked, any balance in the Available Balance will be held until the account is unlocked; You acknowledge and agree that such blocking is not a fundraising and once your account is unlocked we will immediately transfer the corresponding amounts. In the event that your account is withdrawn in its entirety, we may retain the amount in the Available Balance that is equal to the totality of all Credit or Debit Card charges whose validity has not passed more than 180 (one hundred and eighty ) calendar days to cover any damage caused by chargebacks. After these 180 (one hundred and eighty) days from the date of the last charge, OPENPAY will transfer any remaining balance of the Available Balance. When your account is blocked in its entirety, OPENPAY reserves the right to make card chargebacks of all charges found in the Available Balance.
Reimbursements to MERCHANT Clients for Account Lockout
You acknowledge and agree that in the event that OPENPAY blocks or cancels your Production Account, we reserve the right to withhold from the Available Balance you have as of the date of cancellation and / or from your bank account the amounts corresponding to the refund to be made to Customers of the Merchant, so you authorize us to charge for these amounts.
Payment Cancellation by Payment Provider
OPENPAY is not responsible if the Payment Provider cancels or is unaware of a charge that had previously been processed as successful. OPENPAY reserves the right to cancel the charge at that time. OPENPAY will require the Payment Provider that the amount be deposited into the Available Balance. OPENPAY is not responsible for damages or losses for the return or cancellation of a payment by a Payment Provider; it is your obligation to collect again from the MERCHANT Client any amount due in relation to products or services purchased from the Business.
We understand that there are other processors that absorb chargebacks. In Our case, you accept, acknowledge and undertake to be responsible for all Chargebacks of charges with Credit or Debit Card generated in the account of the MERCHANT until after 180 (one hundred and eighty) days of having generated the charge. In the case of requests for International Cards and transactions involving: memberships, vacation packages, travel agencies, scheduled deliveries and insurance, it will be up to 540 (five hundred and forty) calendar days after the charge has been made. You acknowledge and agree that we will take money from the Available Balance to pay for the Chargebacks generated and in the absence of an Available Balance, it will be subject to the provisions of the Debt chapter. The Client from this moment authorizes the OPENPAY to deduct from any balance that it has in favor, the amount of the transaction plus the fees generated by the processing thereof in the future, the "Chargeback Discount". You also acknowledge and agree that even after the cancellation of your account you may receive a Chargeback for a charge processed with a Credit or Debit Card prior to your cancellation. If you disagree with this, we ask that you not use our Service.
In the event that the Merchant does not record a favorable balance, it must pay OPENPAY the Discount for the Chargeback, within 5 (five) business days after OPENPAY requires it. In case of default, default interest will apply from the date of default and until the date of its total and complete payment at the rate of 3% (three percent) per month, establishing from this moment that any payment will apply first to interest and then to capital. .
The Merchant is responsible for documenting and responding to requests for chargebacks and / or cyber fraud that may be submitted. OPENPAY will facilitate the processing service before the banking institutions but does not assume any responsibility for chargebacks and will not assume costs for this concept.
The Parties must review the details of the chargeback, send in a period that should not exceed 3 (three) business days the evidence to the issuing entity of the debit or credit card to carry out the clarification process according to the times and in the terms established in the applicable regulation. The issuing entity of the debit or credit card is responsible for determining the resolution of the chargeback.
In the event that the platform is misused to carry out fraud, the corresponding law will be applied to the highest degree.
The Merchant empowers OPENPAY to withhold 5% (five percent) of the amount of each transaction as a guarantee deposit to guarantee the due fulfillment of its obligations (hereinafter, the "Guarantee Deposit"). OPENPAY will pay the Merchant said percentage once 60 (sixty) calendar days have elapsed from the transaction in question and as long as there is no balance in favor of OPENPAY for Chargebacks or any other of the obligations in charge of The Client.
By registering as a User and / or registering an account to use the Services, you accept the obligations of the Chargeback policy and agree to be responsible for the consequences of these. You acknowledge and agree that a Chargeback may be generated up to 500 (five hundred) calendar days after the charge is generated to a Credit or Debit Card. You also agree that by opening an account with Us we may: (a) Withdraw funds from your Available Balance account and / or from your bank when there is a Chargeback, (b) for the payment of the improper amount by OPENPAY, (c) collect any debt generated by the Negative Balance of the Available Balance and (d) for damages caused by the misuse of the Service.
By using Our Services, you accept and acknowledge that OPENPAY does not respond financially or legally for Chargebacks and undertakes to keep us safe for any liability regarding the payment and compensation of damages for Chargebacks. Notwithstanding the foregoing, we will assist and defend Users who give us the relevant information to dispute Chargebacks.
OPENPAY does not control or determine the existence of a Chargeback, these are notified by banking institutions, therefore, it acknowledges that all Chargeback notifications were notified to us by a banking institution, and that these are real, so you must diligently and carefully address them. seriousness.
At the time of generating the Chargeback Request, you acknowledge and accept that in order to guarantee compliance with the obligations related to it, OPENPAY will subtract from the Available Balance the total amount corresponding to the Chargeback generated. In case you do not have an Available Balance, you will have a negative balance, which will have to be paid to OPENPAY. In the event that the dispute has been won, OPENPAY will return the total amount withheld from the Chargeback to the Available Balance.
Documentation required for the Chargeback claim procedure A Chargeback occurs when the cardholder does not recognize the charge to his card or disagrees with it and reports it to the card issuing bank to request a refund. The Chargeback may be motivated by various factors such as issues related to the purchase or provision of products and / or services (the product was not delivered or the service was received, delivery after the agreed period, return or cancellation not applied, duplication of the charge, errors in it sent, among others) in addition to, unrecognized charges when it comes to card theft.
The MERCHANT has the full support of OPENPAY to start the Chargeback dispute with the Issuing Bank. To do this, THE MERCHANT must send OPENPAY the following documentation:
PAYABLE (Required) can be downloaded from the Openpay Dashboard
- Preferably signed by the cardholder
LIFTING OF ORDER (Mandatory)
- Encrypted card number (visible only the first six and last four digits of the card).
- Transaction date
- Merchant name
- Purchase description or code
- Cardholder name
- Additional cardholder data
- Delivery address
- Persons authorized to receive the product
TANGIBLE SERVICE EVIDENCE (Required)
We need to verify that the cardholder received the product. Documentation example:
- Purchase ticket
- Customer activity log
- Evidence of description or purchase code
- Confirmation email
- Picking up orders
- Purchase Terms and Conditions
- Among others
EVIDENCE OF INTANGIBLE SERVICE (Mandatory) We need to verify that the cardholder received the service. Documentation example:
- Private transportation service travel route
- Registro check in y check out
- Confirmation email
- Services contract
- Log of Client activity or services
- Cardholder's letter of authorization for recurring charges
- Terms and Conditions of contracting the service
- Among others
- Purchase description or code
- Delivery address
- Signature of who receives
- Name of who receives
- Acknowledgment of receipt of the product / service
OFFICIAL ID WITH PHOTOGRAPHY AND SIGNATURE AS IFE / INE, PASSPORT FM2 (Mandatory)
ADDITIONAL DOCUMENTATION (Optional)
- Any document that shows your relationship with the Client as a contract signed by both parties.
- Letter of authorization of recurring charges of the cardholder
- Parcel document All documents must be integrated into a single PDF document and it must not exceed 800 KB in size. The documentation must be sent to firstname.lastname@example.org within a period of no more than 3 (three) business days after receiving the notification of the Chargeback.
Chargeback claim procedure.
Chargeback notification • THE MERCHANT shall share with OPENPAY the minimum documentation required to initiate the chargeback dispute with the Issuing Bank, within a period not exceeding 3 (three) business days from the notification. OPENPAY communicates via email to MERCHANT each time a chargeback notification is received from the Issuing Bank. communicates the steps to follow and required documentation to EL COMERIO to start the chargeback dispute with the Issuing Bank.
Documents reception • THE MERCHANT shall share with OPENPAY the minimum documentation required to initiate the chargeback dispute with the Issuing Bank, within a period not exceeding 3 (three) business days from the notification.
Document review • OPENPAY validates the documentation and in case of any clarification, returns with THE MERCHANT to request the revision or correction. Otherwise, send the documentation to the Issuing Bank to initiate the chargeback dispute.
Dispute process • The Issuing Bank receives the documentation and begins the review of the case.
Chargeback resolution • The resolution of the chargeback is issued by the Issuing Bank, once it is determined, it is notified to OPENPAY who in turn will notify the resolution to the MERCHANT via email.
Resolution of the Chargeback.
You accept and acknowledge that OPENPAY does not intervene, control or rule on the Issuing Bank's decision, it makes the decision and is the only one that determines whether the Chargeback will be lost or won. The resolution of the Chargeback is issued by the Issuing Bank in a period of up to 180 (one hundred eighty) and / or 540 (five hundred and forty) calendar days and once it is determined, OPENPAY is notified, who in turn will notify the resolution by email. In the event that the Chargeback has been earned, the amount withheld will be returned to the Balance, in the event that the Chargeback has been lost, the amount previously withheld from the Balance will be delivered to the Issuing Bank to be returned to the Cardholder. In case of losing a Chargeback and maintain a negative balance in the Balance, it will be subject to the provisions of the Debt with OPENPAY chapter.
Debts with OPENPAY
You agree that any negative balance you have with us generated by returns or Chargebacks, must be settled in less than 30 (thirty) business days from the date that balance is notified to you. You also agree that, to guarantee your obligations, OPENPAY may request information from your credit or debit card or checking account to guarantee future debt collection. Therefore, you agree that OPENPAY may subtract the collection of this debt from your credit and / or debit card or make a direct payment to your checking account. You also acknowledge and agree that despite terminating or terminating your account, you will be responsible for any additional obligations that may subsist for 18 (eighteen) months after the date you unsubscribe.
Payment methods of the debt
THE MERCHANT recognizes, accepts and undertakes that the debt with OPENPAY may be settled in the following ways:
- New Balance. OPENPAY may use any new balance generated by payments processed in the Business Account to settle the debt and will not have the obligation to provide any recourse for processed payments until the entire debt is paid. In the event of not having a new balance in the Balance, THE MERCHANT will be subject to the payment method established in the following paragraph.
- Voluntary payment. In the absence of a new Balance, THE MERCHANT unconditionally agrees to pay the total amount due in a period not exceeding 30 (thirty) business days from the moment OPENPAY sends you notice of payment invitation via email and said payment will be made in pursuant to the instructions sent in the mentioned letter. In the absence of payment of debt within the granted term, THE MERCHANT will be subject to the form of payment established in the following paragraph.
- Legal Execution. If, after exhausting the payment methods previously proposed, THE MERCHANT had not paid the debt, OPENPAY will initiate legal proceedings through the intervention of a collection agency.
Report to the Credit Bureau
OPENPAY may register the Merchant in the Credit Bureau and / or Credit Circle in case of not paying the debt on the established days and will not remove it until it makes the corresponding payment.
Termination and Cancellation of Services by Users
Users can withdraw their accounts at any time, however, the withdrawal of their accounts does not mean that the pre-existing obligations have been left without effect, so it is the responsibility of the users to settle any remaining monetary obligation . You acknowledge and agree that, should you cancel your account, all your information will be deleted from our system, so if you intend to reuse and reactivate your services, you will have to perform the activation procedure again. In case of cancellation of Paynet services, THE BUSINESS must consult the section "Paynet Cancellation Process".
You agree that upon terminating your Production Account, you will have to answer for any obligation and Chargeback generated to your Business up to 540 (five hundred and forty) days after having generated the last credit or debit card charge; reason why it will be forced to pay the amounts that are generated by these. In the event that you decide to cancel the Business account, we reserve the right to retain any amount you have in your Available Balance during the same period, this in order to ensure compliance with your obligations for any debit and / or Chargeback. Once the term of 540 (five hundred and forty) has elapsed, we will deposit the remaining Available Balance.
In accordance with Mexican law, for the return and elimination of the IIP, the parties will be regulated as follows:
a) In the event that the MERCHANT is a Regulated Entity, OPENPAY undertakes to safeguard the IIP for the following 12 (twelve) years after the termination of the contract concluded between the parties. After the protection period, the IIP will be eliminated, where the PARTIES must sign a certificate of delivery, receipt and elimination of said IIP.
b) In the event that the MERCHANT is not a Regulated Entity, OPENPAY undertakes to safeguard the IIP for the following 5 (five) years after the termination of the contract concluded between the parties. After the protection period, the IIP will be eliminated, where THE PARTIES must sign a certificate of delivery, receipt and elimination of said IIP.
Notice of Privacy
Please visit our Privacy Notice by clicking on the hypertext link in the "Privacy Notice" located at the bottom of our web pages to obtain information about how the company collects, uses and discloses personally identifiable information from its users.
You acknowledge and agree that any dispute you may have about Payments and receipt of Transfers will be resolved exclusively between you and the users of your application, and that OPENPAY is not responsible for any Payment or Transfer operations, including, without limitation, any personal or payment information that you provide.
You are solely responsible for the tax returns, tax receipts, withholding reports, or liability associated with the Contributions you make or the Transfers you receive.
Because our services are no more than a platform, in the event that you have a dispute with one or more users of the Services, you release us (and our officers, directors, partners, employees, agents, affiliates, and suppliers) from claims, demands, damages of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or related in any way to said conflicts.
The Services may include interactive areas or services ("Interactive areas") in which you or other users can create, publish, send or store the notices, messages, materials, data, information, text, music, sound, photos, videos, graphics, applications, code, links or other elements or content of the Services ("User Content"). By using the Services, you agree not to post, upload, transmit, distribute, store, create or post or send through the Services any of the following:
- User Content that is illegal, slanderous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent, false, misleading or otherwise;
- User Content that constitutes, incites or provides instructions to commit a crime, violate the rights of any party or that would otherwise create civil liability or violate any local, state, national or international law;
- User Content that may affect the protection rights of advertising, privacy, personal data or other data, including images or information about another individual in which the consent of said person has not been obtained;
- User Content that infringes any patent, trademark, trade secret, copyright or other intellectual or property right of any party. By posting any User Content, you represent and warrant that you have the legal right to distribute and reproduce such User Content;
- User Content that impersonates any person or entity or distorts their affiliation with a person or entity;
- Viruses, corrupt data or dangerous, harmful or destructive files; or
- User Content that, in OPENPAY's sole judgment, is questionable or restricts or inhibits any other person from using or enjoying the interactive areas, services, or that may expose the company or its users to any damage or liability of any type.
OPENPAY does not control, nor does it take responsibility for, or assumes responsibility for any User Content published, stored or uploaded by you or any third party, or for any loss or damage, nor is OPENPAY responsible for the user's behavior or any error, libel, slander, omission, falsehood, obscenity, pornography, or profanity that you may encounter. By participating in interactive areas, you understand that certain information and content you choose to post can be displayed publicly or to select users. You are solely responsible for your use of the Services and interactive areas and use them at your own risk.
If you become aware of User Content that you believe violates these Conditions, you can report it by sending an email to email@example.com. In compliance with the Conditions, however, it is solely at our discretion and failure to comply with these Conditions in some cases does not constitute a waiver of our right to enforce the Conditions in other cases. Furthermore, these terms do not create any right of action by third parties or any reasonable expectation or promise that the Services will not include any content that is prohibited by the Conditions. Although OPENPAY has no obligation to browse, edit or control User Content posted on the Services, OPENPAY reserves the right, in its sole discretion, to remove, browse or edit any User Content posted or stored on the Services on any for any reason and without prior notice, and you are solely responsible for creating backup copies and replacing any User Content that you post or store on the Services at your own expense. Any use of the Services in violation of these Conditions may mean, among other things, the termination or suspension of your rights to use the Interactive areas and / or the Services.
OPENPAY renounces ownership or control over any User Content, with the exception of feedback and what is expressly indicated in these Conditions, in the Services or in a separate agreement. However, if you post User Content to the Services, unless we instruct you otherwise, you grant OPENPAY and its affiliates the non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licenseable right to use, reproduce , modify, adapt, publish, translate, create derivative works, distribute, execute and display said User Content throughout the world, in any form or means of communication within and outside the Services, including in relation to the commercialization and activities of promotion. We may also use your name and image in connection with such use of your User Content. This license will terminate when your user content is removed or your account is terminated, except that the license will continue with respect to any off-site uses that have already been made and any cached or archived uses that may still exist when the Content is removed from User. By posting User Content, you release OPENPAY and its agents and employees from any claim for such use, as authorized above, by infringing any of your rights you understand that you will not be entitled to any further compensation for the use of your Content from User.
By posting User Content to the Services, you represent and warrant that: (a) such User Content is not confidential, (b) that you own and control all rights to User Content or otherwise have the right to publish and use said User Content and to grant the rights to OPENPAY that is granted in these Conditions, (c) the User Content is correct and does not mislead or is harmful in any way, and (d) the Content of User, and your use and publication of them in relation to the Services, is not, and will not be, a violation of these Conditions or any law, rule or regulation.
Industrial and Intellectual Property, Copyright and Limited License
Unless otherwise indicated in this Agreement, the services and all content and other materials in the services, including, without limitation, the designs, texts, graphics, information, data, software, sound files, other files type and its selection and disposition (collectively "Openpay Materials") are the exclusive property of "OPENPAY" or its licensees and are duly protected by the Copyright Law, both in Mexico and internationally.
THE MERCHANT is granted a limited, non-exclusive and non-transferable license to access and use the services and "Openpay Materials", subject to the conditions set forth in this contract. Said license does not include: (a) any resale or commercial use of the services or the "Openpay Materials", (b) the distribution, public communication or the exhibition of the "Openpay Materials", (c) the partial or total modification of the “Openpay Materials” (d) use in any way of data, robots or similar extraction or collection methods, (e) the download (other than caching the page) of any part of the services and “Materials Openpay ”or any other information contained therein, (f) any use of the“ Openpay Materials ”that are not for the intended purposes.
Any use of the services or "Openpay Materials" that is not specifically authorized in this contract and without the prior written consent of OPENPAY will be strictly prohibited and will immediately revoke the license granted.
Likewise, and in order to comply with this contract, THE PARTIES authorize each other on a non-exclusive and non-transferable basis to use their trademarks exclusively for the purposes described in the object of this contract, for which reason, for this purpose, OPENPAY and THE MERCHANT will grant in a separate document the formal authorization of the use of the brand and image and logo themselves, which may not be varied or modified in any way.
Likewise, OPENPAY and THE MERCHANT declare, under protest to tell the truth, that they have the necessary authorizations to grant the other party the use of the brands, logos and denominations that are going to be used for advertising or promotion, and therefore the expenses that derived from the renewal and conservation of the same will be at the expense and risk of the party holding the corresponding registration.
OPENPAY and THE MERCHANT are obliged to give proper use to the advertising material that is produced in compliance with this agreement, so they undertake to provide the cooperation that is required by their counterparty in the event of any claim, dispute, litigation or any other matter related to the advertising material.
OPENPAY and THE MERCHANT are obliged to defend, indemnify and remove their counterpart in peace and safe and assume each and every one of the expenses and costs originated by any judgment or claim attempted by any authority or any third party against them derived or related with alleged violations of the rights of third parties due to the use, exhibition or publicity of the brand or names, image or any other industrial or intellectual property right.
At the end of the validity of this agreement, OPENPAY and THE MERCHANT will stop using the Industrial and Intellectual Property of the other, whatever the authorization of use obtained, and will carry out all the legal or material acts that are necessary to eliminate any reference to the Industrial and Intellectual Property of its counterparty as soon as possible.
OPENPAY and THE MERCHANT acknowledge and agree that the conclusion of this agreement does not grant them any rights to the brands or logos handled by the other party, so that neither party may issue judgments, communications or messages regarding the brands, marchant names, logos or products of the other, without prior authorization from the owner of such rights.
Neither party may make use of any brand or logo or use any industrial and intellectual property rights of the counterparty once the term of this agreement has expired.
Intellectual Property and Copyright Claims
If you believe that anything on the Service infringes any intellectual property and copyright issues that you own or control, you may submit a violation notice to our Designated Agent as follows. Name of Designated Agent: OPENPAY Legal Office Full Address of Designated Agent: Av. 5 de Febrero 1351 Sequoia 102, Col. Felipe Carrillo Puerto, Querétaro, Querétaro, C.P. 76138 Designated Agent Phone Number: +52 (55) 4163 4898 Ext: 1529 Designated Agent's Email Address: firstname.lastname@example.org You should be aware that if you lie or misrepresent information in your notice about the material or activity that possibly infringes your rights (or third party rights), you will be responsible for any damages, including attorney's fees and expenses, caused in our against or against the alleged infringer as a result of entrusting said false or inaccurate information, if based on it we eliminate or deactivate access to the material or activity denounced for infringing copyright.
You are granted a limited, non-exclusive right to create a text hyperlink to the Services, provided that such link does not represent OPENPAY or any of our services in a false, misleading, derogatory or defamatory manner and you indicate that the linking site It does not contain any adult or illegal material, or any material that is offensive, harassing or otherwise.
This limited right can be revoked at any time. You may not use any OPENPAY Mark or other graphics owned by OPENPAY to access the Services without the express written permission of OPENPAY. Furthermore, you cannot use, frame or use framing techniques (frames or iframes) to attach any OPENPAY Brand, logo or other proprietary information, including the images found in the Services, the content of any text or the layout / design of any page or form contained in a page of the Services without the express written consent of OPENPAY. Except as indicated above, no right or license has been provided to you by implication, impairment or otherwise or under any patent, trademark, copyright or other proprietary right of OPENPAY or any third party.
Third Party Contents
OPENPAY and its users may provide third party content on the Services and may provide links to third party content and web pages, including but not limited to advertisements and promotions (collectively, "Third Party Content") as a service to interested persons. in this information. OPENPAY does not control, endorse or adopt any Third Party Content and makes no representation or warranty of any kind with respect to Third Party Content, including without limitation as to its accuracy or completeness. You acknowledge and agree that OPENPAY is not responsible in any way for any Third Party Content and assumes no responsibility for updating or reviewing any Third Party Content. Users use such Third Party Content at their own risk. Your business transactions or correspondence with, or participation in promotions of, these third parties, and any terms, conditions, guarantees or representations associated with such deals or promotions, are exclusively between you and said third party. Company is not responsible for any loss or damage of any kind incurred as a result of such deals or promotions, or as a result of the presence of such Third Party Content on the Services.
Relationship with Third Parties (Companies or Suppliers)
OPENPAY is not a representative of Facebook, BBVA Bancomer, PROSA, FAMSA, VISA, MasterCard or American Express or any other company that may be involved with the Services. Facebook, BBVA Bancomer, PROSA, FAMSA, VISA, MasterCard and American Express are registered trademarks outside of OPENPAY. You are responsible for complying with the contracts, terms and conditions of use and applicable policies of Facebook, BBVA Bancomer, PROSA, FAMSA, VISA or MasterCard and of any other company that may be involved with the Services. OPENPAY will not be responsible for the personal data, financial, personal or sensitive information that you exchange, register or use through Facebook, BBVA Bancomer, PROSA FAMSA or third parties involved.
You acknowledge and agree that any material, including, but not limited to questions, comments, opinions, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information, regarding OPENPAY or the Services (hereinafter , "Comments") that are provided by you, whether by email, publication of the Services, or otherwise, are not confidential and will be the sole property of OPENPAY. OPENPAY will own the exclusive rights, including all intellectual property rights, and will have the right to unrestricted use and dissemination of the Comments for any purpose, commercial or otherwise, without recognition or compensation for you.
You agree to defend, indemnify, and hold harmless OPENPAY, its independent contractors, service providers, and consultants, and their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to a, reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Services, (b) any User Content or Comments you provide, (c) your violation of these Conditions, (d) your violation of any other right, or (e) their conduct in relation to the Services. Some jurisdictions limit consumer compensation, so some or all of the above compensation clauses may not apply to you. If you are obligated to indemnify us, we will have the right, at our discretion and without hindrance, to control any action or proceeding and determine whether we want to resolve it, and if so, under what conditions.
Disclaimer and Warranties
OPENPAY MAKES NO WARRANTIES AS TO THE IMPLEMENTATION OR UNINTERRUPTED AVAILABILITY OF OPENPAY SERVICES OR MATERIALS. OPENPAY'S SERVICES AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. OPENPAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, SERVICES AND INFORMATION, THE CONTENT AND MATERIALS CONTAINED THEREIN. OPENPAY DOES NOT REPRESENT OR WARRANT THAT THE OPENPAY MATERIALS OR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. IF OPENPAY MAKES ATTEMPTS TO MAKE SECURE YOUR ACCESS AND USE OF THE OPENPAY SERVICES, YOU MAY NOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER (S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU MUST USE RECOGNIZED INDUSTRY SOFTWARE TO DETECT AND DISINFECT VIRUSES OF ANY DOWNLOADS.
OPENPAY reserves the right to modify each and every one of the content in the Services at any time without prior notice. Reference to any product, service, process or other information, by merchant name, trademark, manufacturer, supplier or other does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation with it, by OPENPAY.
IF MEXICAN LAW DOES NOT ALLOW THE EXCLUSION OF THE IMPLIED CONDITIONS IN CONTRACTS WITH CONSUMERS, SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL OPENPAY, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR DIRECT DAMAGES, INJURIES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING FROM OR IN ANY WAY RELATED TO THE USE OR IMPOSSIBILITY OF USING THE SERVICE, THE MATERIALS OR THE CONTENT OR MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE DAMAGES CAUSED BY THE USER'S CONFIDENCE IN ANY INFORMATION OBTAINED FROM OPENPAY, OR AS A RESULT OF ERRORS, OMISSIONS, INTERRUPTIONS, ELIMINATION OR CORRECTION , ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE TO OPERATE, WHETHER OR NOT BY NATURAL DISASTER, FAILURE TO COMMUNICATE, THEFT, DESTRUCTION OR ACCESS TO COMPANY, PROGRAMS OR SERVICES RECORDS. IN NO EVENT SHALL OPENPAY'S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, LIABILITY OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH THE USE OR IMPOSSIBILITY OF USE OF THE SERVICES TO EXCEED ANY COMPENSATION YOU PAY IN YOUR CASE TO OPENPAY FOR ACCESS OR USE OF THE SERVICES. IF MEXICAN LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH MERCHANT, SOME OR ALL OF THE LIMITATIONS OF LIABILITY MAY NOT APPLY TO THIS.
Modifications to the Services
OPENPAY reserves the right to modify or discontinue, temporarily or permanently, the Services or any other feature or parts thereof without prior notice. You agree that OPENPAY will not be responsible for any modification, suspension or interruption of the Services or any part of it.
Applicable Law and Jurisdiction
These Conditions and your use of the Services will be governed and interpreted in accordance with the laws of the City of Querétaro and / or Mexico City, without having to resort to a conflict of legal provisions.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY AS IT REQUIRES PARTIES TO ARBITRATE CERTAIN DISPUTES AND LIMITATION OF THE WAY YOU CAN SEEK OPENPAY LIABILITY. You agree that any legal or equity action arising from or related to these conditions and all disputes arising from or related to these Conditions will be definitively resolved in accordance with the Arbitration Rules of the International Chamber of Merchant ( ICC México) by an arbitrator appointed pursuant to these Regulations. The arbitration will be in Spanish and its headquarters will be Mexico City.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF SERVICE SHALL BE BOUND TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM, WHICH ANY, AND ANY OTHER, APPLIES TO ANY OTHER AND CURRENT USER ARBITRATION OR SIMILAR PROCEDURE NO KIND WILL BE ALLOWED. NO COLLECTIVE ACTIONS OF ANY KIND WILL BE PERMITTED, UNLESS THEY ARE REQUIRED BY LAW.
Termination and Suspension
However, any of these Conditions, OPENPAY reserves the right, without prior notice and in its sole discretion, to cancel or suspend your right to use the Services, and to block or impede your future access and use of the Services.
If any provision of these Conditions is considered illegal, null or for any unenforceable reason, said provision will be considered separable from these Conditions and will not affect the validity and applicability of the remaining provisions.
Contact Information and Questions
Questions or comments about the services or these Conditions can be addressed to the company by email at email@example.com