Terms of Use

Please read these terms of service (“Agreement”) carefully as this Agreement constitutes a binding contract between the user that accepts this Agreement (“Client”) and MBD Financial Ltd., a United Kingdom company (“Cedar”) governing your use of the services (the “Services”) available through the Cedar website at https://www.cedar.money (“Site”) and any mobile or web applications (each, an “App”) through which they may be made available. By checking an opt-in box, clicking on “I accept” or otherwise accepting this Agreement on the sign-up page, installing the App, or otherwise accessing or using the Services, Client acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If Client is using the Services on behalf of an entity, partnership, or other organization, then Client represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If Client does not agree to the terms of this Agreement, then they are not permitted to use the Services.

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ARBITRATION NOTICE. BY ACCEPTING THIS AGREEMENT, Client AND CEDAR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CLIENT AGREES TO GIVE UP CLIENTRIGHT TO GO TO COURT to assert or defend Client rights under this contract (except for matters that may be taken to small claims court). Client rights will be determined by a single ARBITRATOR and NOT a judge or jury. See the Arbitration provision below.

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FINANCIAL SERVICES. Cedar is not a Crypto wallet, Crypto exchange, money transmitter, remittance business, bank or other supplier of financial services and does not itself provide any Crypto or other financial services. The Cedar Services are, however, integrated with certain third party servicers who generally are licensed entities and may be banks or different forms of financial entities, or other non-financial service providers. Each of these third parties are called “Members'' in this Agreement. Member Services are provided under separate Member Terms between Client and each Member; Cedar is not liable for the acts or omissions of Members.

Cedar recommends that Client saves or prints a copy of this Agreement for their records. If not defined in the body of this Agreement, capitalized terms used in this Agreement are defined in the glossary at the end of this Agreement.

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1. Cedar Services

The Services supplied by Cedar under this Agreement are for the communication of information on behalf of the Client related to the Member Services that Client obtains from Members.

The Services include collecting, storing, processing and communicating Client Instructions and other information to, from and among Client, Other Clients, Members and Cedar. Client’s Application for Cedar Services and Client’s Cedar Account will allow Client to make selections as to which Cedar Services Client wants to use.

Cedar will provide the Services to Client for the term of this Agreement, subject to the payment of applicable Fees and compliance with the terms of this Agreement. As part of the Services, Cedar hereby grants to Client a non-exclusive, non-transferable, non-assignable right to use the Services, as per the terms of this Agreement. Client acknowledges that the Services are cloud-based and hosted services and no copies of the Services or Cedar System will be delivered to Client, other than (where available) the App, subject to the EULA. The Services shall be used by Client solely for Client own purposes and Cedar does not convey any right, title or interest in the Services or Cedar System to Client. Client right to use the Services shall terminate upon any termination of this Agreement or any suspension or termination of the supply of the Services to Client.

Services are available in only Live Jurisdictions, as indicated in the Cedar Account or the Site.

1.1 Member Terms Acceptance Through Cedar Services‏

Cedar Services are made to work together with Member Services. Members may provide Payment Transactions for Clients under Member Terms.

Depending on the availability of Member Services, Client’s location and underwriting criteria of Cedar and Member, Client may be invited to accept Member Terms through the Cedar Account. If Client does not accept the applicable Member Terms, then Client may not use Member Services or carry out any Payment Transactions using Member. The current language of Member Terms are posted to the Site and available for viewing, download and storing before and after acceptance by Client or by Client through Cedar.

Client represents that it has read Member Terms prior to their being accepted.

Client grants Cedar an enduring power of attorney to enter into Member Terms on behalf of Client and also accept updates thereto. Client shall not challenge the enforceability of Member Terms on account of their having been accepted by Client using Cedar. Once accepted by the Client, Member Terms are binding legal agreements between Client and the Member. Cedar reserves the right to add or remove compatibility with any existing or new Members without prejudice to the rights of Client under Member Terms, such as they may be.

1.2 New Members Automatic Enrollment

When a new Member is added to the Cedar Network that is able to board customers in the jurisdiction of Client, as indicated on the Site or via the Account, by the inclusion of the Member Terms on the Site, by email or other notice to Client, Client agrees that they automatically wish to (i) apply to procure Member Services; (ii) accept the Member Terms posted on the Site or via the Account. If Client does not wish to be enrolled under the Member Terms of a new Member, they must notify Cedar of such choice within thirty (30) days of the new Member Services being available through Cedar.

1.3 Client Member Account 

Clients that accept Member Terms and pass Member underwriting may be invited to create an account to use of the Member Services. In this Agreement, that account is called a Client Member Account. Cedar will help Client apply for a Client Member Account by supplying Client Data to the Member where Client has elected to open a Client Member Account. Each Client Member Account is subject to the applicable Member Terms between Client and Member. Client instructs Cedar under this Agreement to obtain Data from Member concerning Client Member Account and supply that Data to Client in the Cedar Services. Client also instructs Cedar to deliver Client Instructions to Member as part of the Cedar Services. Those Client Instructions may result in Payment Transactions occurring in the Client Member Account. Cedar does not own the Client Member Account or any assets in that account, Client owns those assets under the applicable Member Terms.

1.4 Payment Transactions

Cedar shall not perform any Fiat or Crypto Payment Transactions for Client.

Client may, however, use the Services to communicate Client Instructions to a Member that is party to Member Terms with the Client. Subject to Client Instructions and Member Terms, Member may perform a Fiat or Crypto Payment Transaction on behalf of Client pursuant to such Member Terms. For example purposes only, if Client is a Payor and wishes to make a payment to a Payee, then depending on the availability of service in Client and Payee jurisdictions, Client will be offered the Member Terms of a local Member in the Client jurisdiction which Member will receive Fiat from Client, convert that Fiat for Client into Crypto, transmit the Crypto to Payee’s Member for conversion and settlement in Fiat to the Payee. Client is responsible for each Payment Transaction that it initiates under Member Terms, and Cedar shall not be held liable for any losses, damages, or penalties incurred by the Client as a result of such Payment Transactions.

Client acknowledges that Payment Transactions may involve, for example, multiple conversions of Fiat to Crypto and back to Fiat and that in each conversion the value of the Payment Transaction may vary. Client shall review Member disclosure with respect to each Payment Transaction closely in order to ensure that it meets with their approval.

Client grants Cedar the right and Cedar reserves the right to intervene in any Instructions to instruct Member to suspend, reverse or investigate a Payment Transaction where Cedar deems the same necessary and in the best interests of Client, and Other Client, Member or Cedar or where required by a Regulatory Authority. Cedar shall not be held liable for any losses, damages, or penalties incurred by the Client as a result of such interventions.

‍1.5 Errors

Client shall immediately notify Cedar of any errors by Cedar or Client in the supply or use of the Services. Where practicable, Cedar shall use commercially reasonable efforts to investigate errors, but makes no representation or warranty as to its ability to correct the error. Client shall provide Cedar with any information necessary to investigate an error in a Transaction or an ensuring Payment Transaction. Some Payment Transactions, such as wire transfers or exchanges of Crypto for Fiat (or vice versa), Crypto transmissions are irreversible, so Client agrees to exercise extreme caution when initiating any Payment Transaction by way of Instructions delivered one of its Members through the Services.

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2. Cedar Account

Cedar shall provide Client with a unique and private Cedar Account accessible through the Service. The Cedar Account shall be a record of Client Transactions and Fees. Cedar shall provide Client with access codes for the Cedar Account. The Cedar Account is not the same as the Client Member Account. Client shall not disclose such codes or permit any third party to use them. Client has exclusive responsibility for the use of Client Cedar Account, and Cedar shall not be held liable for any losses, damages, or penalties incurred by the Client as a result of such use. Cedar will invite Client to enter certain preferences and specifications within the Application or the Cedar Account that will apply to the Services; Client assumes exclusive responsibility for such selections even if they contain errors by Client or result in losses to Client. Any additional terms and conditions posted to the Site with respect to the Cedar Account or specific Services preferences selected by Client are incorporated herein by reference. 

Except as required to deliver the Services or as otherwise required by law, Cedar shall not grant any third party access to Client Cedar Account.

Client shall notify Cedar by email immediately of any loss or disclosure, whether voluntary or otherwise, of any Cedar Account password or access code to a third party.

Upon Client’s request, Cedar will also issue Client a Client ID associated with the Cedar Account (“Client ID”). Client may share their Client ID only with officers, directors, bookkeepers, accountants or other Client personnel that are directly employed or engaged by Client (“Client Personnel”) provided that Client binds such third parties to undertakings of confidentiality and to also honor the terms hereof. Client Personnel may only access and use the Services through the Client ID and in compliance with this Agreement; Client will not allow Client Personnel to share the Client ID with third parties. Client is responsible for all activity occurring under its Client ID whether by Client Personnel or otherwise. Cedar reserves the right to replace the Client ID in its sole discretion for any reason or for no reason. Any Client Personnel who accesses the Services does so subject to this Agreement and Client shall ensure that Client Personnel comply with the terms hereof.

Client shall provide, at Client’s own expense, all necessary hardware, Wallets, Client Bank Accounts, applications and internet connectivity necessary to access the Services. Client acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Client agrees that Cedar is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with Client’s use of or access to the Services or security breaches arising from any Client Device and Client waives any and all claims against Cedar in connection therewith.

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3. Limitations

3.1 Prohibited Clients

The following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have procured services from Cedar and have been terminated for cause by Cedar; (vi) Persons who are prohibited by Member from using Member Services and (v) individual consumers. The Services may not be used for individual consumer use. Client must be a business, sole proprietor, charitable organization or not-for-profit organization to use the Services. Cedar reserves the right to decline to provide Services or terminate Services to one or another type of business; Cedar shall notify Client of prohibited business types through the Site, the Cedar Account or the App. In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.

3.2 Limitations on Use

Client shall not use the Services for any illegal, fraudulent or other prohibited activity. If Cedar suspects that Client may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, including any violation of this Agreement or a Member Terms, Client access to the Services may be suspended or terminated at the sole discretion of Cedar. Additionally, Cedar may report the transaction to the relevant law enforcement agency or Regulatory Authority. Without limitation, Client shall not make or attempt to make Payment Transactions as consideration for or in connection with:

• Any illegal act;
• Drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
• Forex or binary or any other variation of trading;
• Payday loans;
• Debt elimination, consolidation, or reduction services;
• Cigarettes, tobacco or e-cigarettes;
• Items that promote hate, violence, racial intolerance, or exploitation of a crime;
• Goods or services that infringe on the intellectual property rights of a third party;
• Fireworks;
• Illegal wildlife trade;
• Weapons (including without limitation, knives, guns, firearms or ammunition);
• Replica and/or unlicensed branded goods; or
• Any other category or payer that Cedar decides to prohibit, in its sole discretion.

Client shall not itself and shall not permit any Client Personnel or any other third party to: (i) permit any party to access or use the Services other than the Client Personnel authorized under this Agreement; (ii) modify, adapt, alter or translate any software of Cedar Systems underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software or Cedar Systems underlying the Services; (v) use or copy the any software or Cedar Systems underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without Cedar’s prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Client may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Client is prohibited under Laws from using the Services, Client may not use them.

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4. CRYPTO RISKS

Depending on Client Instructions to Members, Payment Transactions may include the purchase, transmission or sale of Crypto.

4.1 Client ACKNOWLEDGES THAT CRYPTO IS VERY RISKY AND DIGITAL ASSETS HAVE NO INHERENT VALUE. By using the Services, Client understands that there are substantial risks associated with the purchase, sale, holding and use of Crypto, and Client is agreeing to familiarize itself and assume all such risks, including, but not limited to the following

4.1.1 Crypto is not insured in any way by Member, Cedar or any governmental authority; there is no deposit (e.g. FDIC) insurance or other insurance on your Crypto;

4.1.2 Price and liquidity of Crypto has been, and maybe, subject to large fluctuations on any given day and Client may lose any and all value in Crypto at any time;

4.1.3 Some Crypto exchanges – like some Members - have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of Crypto to their users and there is a risk that a similar cyberattack could affect Payment Transactions and result in the theft or loss of Client’s Crypto for which Client cannot recover;

4.1.4 Crypto is not part of a central bank that can take corrective measures to protect the value of Crypto in a crisis;

4.1.5 Changes to Law may adversely affect the use, transfer, exchange, or value of Client Crypto and such changes may be sudden and without notice;

4.1.6 Crypto is not legal tender and is not backed by a government; and

4.1.7 Crypto has value only from the continued willingness of market participants to use Crypto, thus Crypto is susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular Crypto asset if the market for such asset disappears.

The risks set out above may, for example, manifest themselves in a Payment Transaction where a Member has converted your Fiat to Crypto for transmission to a Payee Wallet. If the value of that Crypto plummets after conversion of your Fiat by the Member, the value that the Member delivers – in Fiat – will be much less than the Payee is likely to expect. By making a Payment Transaction with a Member, you agree to assume exclusive liability for that risk.

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5. Cedar Intellectual Property Rights

Cedar expressly reserves all Intellectual Property Rights in the Services, Cedar System and all materials provided by Cedar hereunder. All right, title and interest in the Services and all other materials provided by Cedar hereunder, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Cedar or its licensors. Cedar reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Client or consent of Client. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“Cedar Materials”), are protected by Intellectual Property Rights Laws of the United Kingdom and other jurisdictions. 

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6. Client Data Consent

6.1 Client Data Collected

In order to supply the Services under this Agreement, Cedar will require that Client supply their Client name, address, phone number, email address, bank account information, Wallet addresses, ID documents, Utility bills, Instructions, Payment Transaction information, Other Client information and Member credentials and Client Member Account information and such other information as is set out in the Cedar Privacy Policy posted at www.cedar.money/legal/privacy-policy. 

6.2 Cedar Appointed Data Processor for Client

Client hereby appoints Cedar as its Data processor with respect to Client Data for the purpose of Client using the Cedar Services and also accessing Member Services. Subject to the Cedar Privacy Policy, posted at https://www.cedar.money Client and each of Client Personnel hereby grant Cedar the right to collect, store, use and disclose Client Data for the purpose of providing the Services and its integration with Member Services selected by Client. Client Data will be used by Cedar to assist Client in selecting Members from which to procure Member Services, obtaining consent to Member Terms, opening Client Member Accounts, sending Instructions for Payment Transaction, receiving reports concerning Client Member Accounts, fraud monitoring, informing Payors and Payees of Payment Transaction requests and fulfillment, Payment Transaction status and other features of the Services and Member Services pursuant to this Agreement and Member Terms.

Client hereby instructs Cedar to disclose Client Data to Members, Other Clients, Payors, Payees and other third parties as required to deliver Instructions and otherwise perform the Services. Cedar has no liability for any collection, processing, storage, use or disclosure of Client Data by any Member or any other third party. Cedar reserves the right to decline to share Client Data with any third party where Cedar believes that such sharing may expose Client or Cedar to excessive security, financial or reputational risk, provided however that Cedar shall not be liable for any act or omission of any third party with respect to Client Data or otherwise. Cedar makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Client Data whether or not it was supplied by Client. Where required by Law, Cedar will disclose Client Data to law enforcement agencies.

6.3 Client Member Account Creation- Client Data Consent

Client expressly consents to Cedar sharing such Data concerning Client as Client supplies and as Member requests in order for Member to open a Client Member Account under Member Terms. Client agrees that Cedar may disclose Client’s name, identifying information, bank account information and other Data supplied by Client to each Member in order that Member for the purpose of Client opening a Client Member Account.

6.4 Payment Transactions – Client Data Consent

Client hereby instructs each Member to share with Cedar any and all Payment Transaction information and other information held or obtained by Member in respect of Client and its Payment Transactions. Cedar is authorized to use such Client Data to perform under this Agreement and each Member Integration Agreement.

6.5 Third Party Data – Client-Sourced Consent

Where Client Data includes data concerning third parties (e.g. Payors or Payees transacting with Client), such as Client states that it has obtained the necessary consents for Cedar to collect, process, store such data hereunder from the relevant data subjects. Subject to Law, where Cedar is subject to a subpoena request for Client Data, Cedar shall provide Client with an opportunity to contest the request, failing which Cedar shall cooperate with the request. Client hereby authorizes Cedar and each Member to each obtain from the others and disclose to the others Client Data in so far as is necessary to supply their respective services either hereunder or under their respective Member Terms.

6.6 International Data Transfer Consent

Client hereby authorizes Cedar to transfer Client Data outside of the home jurisdiction of Client in order for Cedar to supply the Services detailed herein and also to allow Members to supply Member Services under Member Terms.

6.7 Third Party Processors of Client Data – Client Consent

Client consents for Cedar to use third parties to process Client Data the nature and detail with respect to such third party processors are set out in the Cedar Privacy Policy.

6.8 Data Security

Cedar will take reasonable steps to help protect Client Data. However, Client understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. Cedar reserves the right, and Client hereby consents, to cooperate with local, state, and federal authorities in investigations of improper or unlawful activities and this. This cooperation may require the disclosure of Client’s personal information, in accordance with applicable laws and regulations. Cedar may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

Client shall secure Client Data in its possession or under its control. Client assumes exclusive responsibility for ensuring the security of Client Device and the Data on it. Cedar is not liable for the operation or failure of Client Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Members. Client shall not operate Client Device in a manner that does not meet the applicable security requirements of Cedar, indicated in the Cedar Account or on the Site, or those of. 

6.9 Accuracy

Client has sole responsibility for the accuracy, appropriateness and completeness of all Client Data. Cedar will use the Client Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Client Data including but not limited to Instructions, Client Bank Account and Client Member Account.

6.10 Background Checks – Client Consent

Client hereby authorizes Cedar to, directly or through third parties, make any inquiries and conduct any investigation to verify Client identity and risk parameters associated with actual or proposed Payment Transactions.

6.11 Client Data Retention – Client Consent

Cedar reserves the right to keep Client Data for the term of this Agreement and for five (5) years thereafter.

6.12 Data Backups

Client shall not rely on the Services as its sole repository of Payment Transaction Data; Client shall periodically download and backup Payment Transaction data outside of the Services for safekeeping.

6.13 Feedback

In the event that Client provides Cedar any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services or Member Services (“Feedback”), Client agrees that Cedar may use the Feedback to modify the Services and that Client will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Client hereby grants Cedar a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether Client provides the Feedback on the Services or through any other method of communication with Cedar.

6.14 Limitations

Client shall not take possession of or enter into the Cedar Account any data: (i) that Client does not have the lawful right to copy, transmit, distribute, and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Data); (ii) for which Client does not have the consent or permission from the owner of any personally identifiable information contained in the Client Data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any Laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

6.15 Financial Data Processing, Not Advice

The Services shall enable the storage of Client Data that is of a financial nature. Client acknowledges, however, that the Services do not include the supply of any accounting, financial, investment, legal or other professional advice. Cedar is not a banking, accounting or other professional services firm. Cedar does not hold any licenses for the supply of any banking, accounting, financial, investment, legal or other professional advice and none of the Services shall be construed as including any such services. Data presented in the Services, such as financial information, for example, shall not be construed as reflective of the financial status of Client. Client shall be exclusively responsible for retaining any banking, accounting, financial, investment, legal and other professional advice.

6.16 Communications Monitoring

Cedar may monitor and record support-related and other outbound chats or calls to Client, as well as inbound chats or calls to Cedar by Client or Client’s representatives, for compliance, support, training and other purposes. Client agrees that Cedar may record any correspondence or call between Client and Cedar relating to the Services, and agrees to (i) notify all relevant Client employees that calls with Cedar may be monitored and (ii) indemnify and hold harmless Cedar from any claim arising as a result of Cedar’s monitoring or recording of calls between Cedar and Client’s representatives.

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7. Indemnification

Client shall defend, indemnify, and hold harmless Cedar, its employees, officers, directors Affiliates, suppliers, licensors, Members and other customers against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) any breach of the terms hereof; (ii) any breach of a Member Terms; (iii) any violation of any Laws; (iv) any use of Client Data by Client or a Member or other third party; (v) Client use of the Services, including in combination with any third party service; (vi) any Transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of any Member or Client; (ix) costs incurred by Cedar enforcing the terms hereof or responding to any subpoena relating to Client, Client Data or a Member; (x) any claim by a governmental taxing authority; or (xi) any dispute between Client and any third party or Client Personnel.

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8. Term, Termination and Suspension

8.1 Term

The term of this Agreement (“Term”) shall begin as of when Client accepts this Agreement, completes the Application or obtains a Cedar Account and shall continue on a month to month basis until terminated in accordance with the terms hereof. 

8.2 Termination

Either party may terminate this Agreement at any time for any reason or for no reason. Client may terminate by closing their Cedar Account or such other means as the Services may provide. Cedar may terminate this Agreement by notice to Client through the Cedar Account, by email to the contact information provided in the Application or by other electronic notice to other contact information provided by Client to Cedar. 

8.3 Suspension

Cedar may, at its discretion, suspend Client access to or otherwise modify, the Services and any component thereof, without notice in order to: (i) prevent damages to, or degradation of the integrity of, Cedar’s internet network; (ii) comply with any Law; (iii) otherwise protect Cedar from potential legal liability or harm to its reputation or business; or (iv) because Cedar has opted to change the Services. Cedar will use commercially reasonable efforts to notify Client of the reason(s) for such suspension or termination action as soon as reasonably practicable. Nothing contained in this Agreement will be construed to limit Cedar’s actions or remedies or act as a waiver of Cedar’s rights in any way with respect to any of the foregoing activities. Cedar will not be responsible for any loss or damages incurred by Client as a result of any termination or suspension of access to or use of the Services.

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9. Client Support

Cedar will use commercially reasonable efforts to provide Client with technical support services relating to the Services via its technical support website, email, or telephone.

Cedar may update the Services in its sole discretion which updates may alter, add or remove functionality of the Services. Cedar may also, from time to time, schedule downtime for maintenance and upgrades to the Services.

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10. Fees

10.1 Cedar Fees

Access to the Services may require Client to pay Fees, as may be further described on the Site, the App or in the Cedar Account all of which disclosure is included herein by reference. All Fees are non-refundable, unless otherwise provided herein. Cedar reserves the right to amend the Fees by posting new Fees on the Site, in the App or in the Cedar Account; such changes shall take effect within thirty (30) days unless accepted by Client earlier or if Client does not close their Cedar Account within such delay.

10.2 Member Fees

Client shall pay Member Fees to Members pursuant to Member Terms each as may be further described on the Site, the App or in the Cedar Account all of which disclosure is included herein by reference. Members retain the right to amend Member Fees as per Member Terms. Member shall collect Member Fees as per Member Terms.

10.3 Payment of Fees

Unless otherwise agreed through disclosure in the Cedar Account or in writing, Client hereby instructs Cedar to provide each Member with a standing Instruction to settle all Fees owing to Cedar and all Member Fees to Cedar and Member by set-offs from Payment Transactions or by debits from Client Bank Account or Wallet, as the case may be. Client shall accept such direct debit or similar consents as may be required to give effect to the foregoing.

On request by Cedar, Client shall authorize Cedar to collect payment of Fees by set-offs from a credit card, debit card or other means of payment; Client authorizes Cedar to charge all Fees and other amounts owing hereunder from such payment method. If Client pays any Fees with a credit card, Cedar may seek pre-authorization of Client’s credit card account prior to Client’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Client’s purchase.

The Services may include functionality for activating, updating, or canceling recurring payments for periodic charges. If Client activates or updates recurring payments through the Services, Client authorizes Cedar to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Client’s account, all accrued sums on or before the payment due date for the accrued sums. If Client uses the Services to update or cancel any existing authorized one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect.

Without limitation, Cedar reserves the right , without limitation, to suspend the Services until all Fees or other amounts owing hereunder are paid in full or. In the event of late payment, Cedar may, at its discretion, terminate this Agreement for late payment.

Fees quoted do not include, and Client shall hold Cedar harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Cedar.

10.4 Local Direct Deposit Agreement

Client desires to effect settlement of credits and debits from Client Bank Account(s) by means of local direct deposit terms in the form in which Cedar prescribes and/or wire transfer in conjunction with the Services for Client by Cedar. In accordance with this desire, Client authorizes Cedar and/or its affiliates to initiate debit and credit entries to Client Bank Account (the details of which are provided by Client through the Cedar Account or by other means acceptable to Cedar). Client shall maintain sufficient funds in Client Bank Account to cover such debit transactions. Client states that Client has the authority to agree to such transactions and that Client Bank Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Cedar receives written notice from Client revoking it. This authorization is for the payment of Fees or any other sums owed to Cedar. Client certifies that the appropriate authorizations are in place to allow Client to authorize this method of settlement. All changes to the identification of Client Bank Account under this authorization must be made in writing in accordance with the Agreement. Client understands that if the information supplied regarding the local direct deposit account is incorrect, and funds are incorrectly deposited, Cedar will attempt to assist Client in the recovery of such funds but has no liability as to restitution of the same. Cedar’s assistance in recovering the funds, where available, will be billed to Client at Cedar’s current hourly rate for such work. 

10.5 Refunds

In the event of termination of the Services for any reason except for Client’s breach of this Agreement, Cedar may provide Client with a refund of any pre-paid, but unused Fees related to such Services, subject to the following: (i) no refund shall be paid for the current month’s Services, regardless of the day on which Client cancels the Services; (ii) Cedar will retain and not be obligated to refund any prepaid Fees up to and including the amount of Fees Client would have been required under this Agreement to pay for Client’s use of the Services for the two month period following the effective date of the termination of the Services. Client is not entitled to any refund for Cedar’s termination of the Services based upon Client’s breach. If Client purchased access to the Services at a discounted price, any refund will lose the benefit of that discount.

10.6 Taxes

Client assumes exclusive liability for its own income and other local taxes applicable to its business and Payment Transactions. To the extent that a Payment Transaction is subject to local withholding taxes or other taxes, Client retains exclusive liability to remit such taxes.

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11. Confidential Information

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Client Data shall, without limitation, be Client Confidential Information. Cedar Data shall, without limitation, be Cedar Confidential Information.

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12. Client Representations and Warranties

Client represents and warrants to Cedar that:

12.1 Client has the legal authority to bind Client organization to this Agreement and to perform hereunder and under Member Terms to which Client is a party. Client is the exclusive owner of the Cedar Account and is not operating the Cedar Account on behalf of any third party.

12.2 Client has the legal capacity to enter into this Agreement and perform Client obligations hereunder.

12.3 Client is a business, charitable organization or not-for-profit organization and shall use the Services for only business purposes and not for individual consumer purposes.

12.4 Client shall immediately advise Cedar of defects in the Services or any claim or threatened claim against Cedar. Client shall immediately notify Cedar of any defects in a Product for which a Payment Transactions have been used as a payment method.

12.5 Client use of the Services conforms to all Laws and the terms of this Agreement.

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13. No Warranties by Cedar.

13.2 Content

Content from Members, Other Clients, suppliers, advertisers, and other third parties may be made available to Client through the Services. Cedar does not control such content; Client agrees that Cedar is not responsible for any such content. Cedar does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and Cedar assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by Cedar. Cedar is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Client understands that by using the Services, Client may be exposed to third-party websites that Client finds offensive, indecent or otherwise objectionable. Cedar makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services including but not limited to Member Services. Cedar provides these links for Client’s convenience only and does not control such third parties. Cedar’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third party services or any association with their operators. The Services may contain links to sites that are operated by Cedar but which operate under different terms. It is Client’s responsibility to review the privacy policies and terms and conditions of any other site Client visits. CLIENT AGREES THAT IN NO EVENT WILL CEDAR BE LIABLE TO CLIENT IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

13.2 Services

THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEDAR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CEDAR DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY Client FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE CEDAR ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. Client ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM Client’S USE OF OR ACCESS TO THE SERVICES, Client’S DEALING WITH ANY MEMBER OR OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. Client UNDERSTANDS AND AGREES THAT Client USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT Client’S OWN DISCRETION AND RISK, AND THAT Client IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO Client’S PROPERTY (INCLUDING Client’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT. CEDAR IS NOT LIABLE FOR ANY ACT OR OMISSION OF ANY MEMBER OR ANY OTHER THIRD PARTY.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND Client MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION

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14. Limitation of Liability.

IN NO EVENT WILL CEDAR BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID TO CEDAR IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL CEDAR BE LIABLE FOR ANY ACT OR OMISSION OF ANY MEMBER. MEMBER LIABILITY TO CLIENT IS ADDRESSED EXCLUSIVELY UNDER THE MEMBER AGREEMENT THAT IS SEPARATE FROM THIS AGEEMENT.

IN NO EVENT SHALL CEDAR BE LIABLE TO CLIENT FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL CEDAR BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

TO THE EXTENT THAT CEDAR MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF CEDAR’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

Cedar shall not be liable for any claims, losses or liabilities related to any Product, Client or Member.

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15. Notices.

Each party (the “Notifying Party”) shall provide the other party (the “Receiving Party”) with any notices, requests, consents, claims, demands, waivers, and other communications under this Agreement by means of email. 

Client’s email address shall be that specified in the Application or Client Account. Cedar’s email address shall be support@cedar.money.

The receipt of notice by the Receiving Party is deemed to occur at the moment when the email is sent by the Notifying Party, provided that no automatic notification of non-delivery is received by the Notifying Party. This clause does not affect any statutory rights or obligations applicable to either party. 

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16. Electronic Communications.

Cedar may change its contact information by giving notice of such change to the Client. Client may change its contact information by using the currently available interfaces on Cedar’s website. For contractual purposes, Client (i) consents to receive communications from Cedar in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that Cedar provides to Client electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Client’s consent to receive Communications and do business electronically, and Cedar’s agreement to do so, applies to all of Client’s interactions and transactions with Cedar. The foregoing does not affect Client’s non-waivable rights. If Client withdraws such consent, from that time forward, Client must stop using the Services. The withdrawal of Client’s consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between Cedar prior to the time Client withdraws its consent.

By providing Cedar with Client’s mobile telephone number, Client consents to receiving text messages at that number as requested for account verification, invitations, and other purposes related to the Services. While Cedar does not charge a fee for text messages, Client’s carrier may charge standard messaging, data, and other fees. Client is responsible for these charges. Cedar may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. Cedar is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

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17. Governing Law and Arbitration.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are found here https://www.lcia.org/Dispute_Resolution_Services/lcia-arbitration-rules-2020.aspx and incorporated by reference into this clause.

The number of arbitrators shall be one.

The seat, or legal place, of arbitration shall be London, UK.

The language to be used in the arbitral proceedings shall be English.

The governing law of the contract shall be the substantive law of England.

NOTICE: BOTH CLIENT AND CEDAR AGREE TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH Client AND CEDAR ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. BOTH Client AND CEDAR CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

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18. General Provisions.

18.1 Electronic Consent. This Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) Client electronic signature is associated with the Agreement and related documents, (2) Client consents and intends to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). Client agrees (i) that the Agreement and related documents shall be effective by electronic means (ii) to be bound by the terms and conditions of this Agreement and related documents and (iii) that you have the ability to print or otherwise store the Agreement and related documents.

18.2 Assignment. Client may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Cedar. Any assignment in violation of this section shall be void. Cedar may assign this Agreement without restriction and without any notice to Client. The terms of this Agreement shall be binding upon permitted successors and assigns. Client agrees that on a sale of all or substantively all of the assets of Cedar, Cedar may include in the sale the copy of Client’s payment method (e.g. Client Bank Account information, Wallet information, credit card information) used to pay Fees hereunder or Merchant Fees under Merchant Terms.

18.3 Right to List as a Client. Client grants Cedar the right to use Client’s entity name in listings of current customers. Use of Client’s name in any other marketing materials or press announcements will be submitted to Client in advance for approval, and such approval will not be unreasonably withheld.

18.4 Compliance with Export Regulations. Client has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold Cedar harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Client shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.

18.5 European Union Residents. If Client resides in the European Union (EU) or if any transfer of information between Client and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Client expressly consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.

18.6 Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.

18.7 Force Majeure. Client acknowledges and understands that if Cedar is unable to provide Services as a result of a force majeure event Cedar will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of Cedar.

18.8 Severable. NOTHING IN THIS AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CLIENT. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.

18.9 Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.

18.10 Independent Contractors. Client’s relationship to Cedar is that of an independent contractor, and neither Party is an agent or partner of the other. Client will not have, and will not represent to any third party that it has, any authority to act on behalf of Cedar.

18.11 Third Party Beneficiaries. Each Member is a third party beneficiary hereunder and may enforce the terms hereof versus Client including but not limited to for purposes of indemnity and limitations on liability. Cedar is also  named as a third party beneficiary under Member Terms and entitled to enforce the terms thereof versus Client but without prejudice to the rights of Members thereunder. 

18.12 Entire Agreement. In the event of any conflict between this Agreement and the information provided during Application or otherwise on the Site, in the App or in the EULA, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the Cedar Privacy Policy, the former shall prevail. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18.13 Amendments. Cedar reserves the right to change this Agreement at any time and from time to time upon notice by posting revisions to this Agreement (including the description of the Services) on the Site. Continued use of the Services after Client becomes aware of any such changes shall constitute Client’s consent to such changes. Client is responsible for regularly reviewing the most current version of this Agreement which is available on Cedar’s website.

18.14 English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.

18.15 Survival. Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Client’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: the introductory paragraph, Sections 3 Limitations, 4 Cedar Intellectual Property Rights, 6 Client Data Consent, 7 Indemnity, 10 Fees, 11 Confidential Information, 12 Client Warranties, 13 No Warranties by Cedar, 14 Limitation of Liability, 15 Notices, 17 Governing Law and Arbitration, 18 General Provisions and 19 Glossary.

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19. Glossary.

The following words used in this Agreement are defined as follows:

Affiliate means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest. 

‍Agreement means this agreement made between Cedar and Client.

App means an application (if any) available for download to certain mobile devices through which Client can access the Services, subject to the EULA.

Application means the paper or online application completed by Client when applying for the Services all of which is incorporated herein by reference.

Cedar Account means a data-only account made available to Client by Cedar through the Site or the App through which Client can deliver Instructions and send or receive other information in relation to the Services, Transactions and Payment Transactions.

Cedar Data means information concerning Services or provided to Client by Cedar through the Cedar Account or otherwise.

Cedar Network means the group of Members and their clients that are integrated with or use Circle Services.

Cedar Privacy Policy means the privacy policy of Cedar posted at the Site such as it is from time to time.

Cedar System means a cloud-based system operated by Cedar that allows Client to access Client Cedar Account and the Services.

Client Bank Account means a bank or financial account of the Client identified by Client as being an account from which: Member may debit or deposit funds under Member Terms; and from which Cedar, or its designee, may debit Fees or other amounts owing hereunder.

Client Data means any and all non-public identifiable personal information of Clients.

Client Device means computer system, tablet, phone, authenticator or Wallet used by Client to access the Services, Member Services or manage Data or Client business.

Client means you and if you are using the Services on behalf of a company, entity, or organization, the entity, partnership or organization, then ‘you’ also includes such entity.

Client Member Account means a financial or other account of Client with Member under a Member Terms.

‍Confidential Information means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.

Crypto means virtual currency that is not a security in any of the jurisdictions where Client, a Payor, Payee or Member are located (e.g., Bitcoin).

Data means Client Data or Cedar Data.

Data Protection Legislation means all applicable data protection laws, including all UK data protection laws, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation (or directive) relating to privacy.

Effective Date has the meaning set out in the preamble of this Agreement or otherwise in the Application.

EULA means an end-user license agreement pursuant to which the App is licensed to the Client for the limited purpose of accessing the Services.

Fees means fees payable by Client for use of the Services, as disclosed on the Site, the App or in the Cedar Account.

Fiat means currency issued by a sovereign nation or national bank (e.g., Euros).

Instructions means Client or Other Client instructions as to a Payment Transaction delivered or received in a manner that is compatible with the Services, such as they may be from time to time.

Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Laws shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.

Live Jurisdictions means those jurisdictions in which either a Payor or Payee may be located as determined by Cedar at its sole discretion from time to time and as may be indicated in the Cedar Account or on the Site. 

Member Fees means fees charged to Client by Member under a Member Terms.

Member Integration Agreement means an agreement between Member and Cedar pursuant to which Member has agreed to integrate Member Services with the Services of Cedar.

Member means a third party provider of Crypto or Fiat financial, payment, exchange, transmission or remittance services that: (i) is party to a Member Integration with Cedar; (ii) that Cedar indicates in the Cedar Account is compatible with the Services; and (iii) has entered into Member Terms with Client pursuant to which the Member provides Member Services to Client.

Member Services means the services of a Member provided pursuant to Member Terms.

Member Terms means an agreement between Client and a Member concerning the supply of Member Services to Client. 

Other Client means a use of Cedar Services that is not the Client under this Agreement.

Party means either Client or Cedar and Parties means both Client and Cedar.

Payee means a Person that receives Payment through a Payment Transaction.

Payment means payment under a Payment Transaction including settlement of Funds or Crypto or a combination of both.

Payment Transaction means the sending or receipt of Fiat or Crypto by Client using a Member under a Member Terms: (i) from or to a Client; (ii) from or to an Other Client; or (iii) to or from a Non-Client; or (iv) such other type of Fiat or Crypto settlement as a Member may provide and as are compatible with the Services, such as they are from time to time.

Payor means a Person that sends Funds or Crypto through a Payment Transaction.

Person is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

Product means any product or service for sale or provided or procured by Client or for which a Member is used to make payment or for which Services is used to assist in a payment.

Regulatory Authority means a government bank, ministry or other agency having legal jurisdiction over the Client or Cedar.

Site means https://www.cedar.money.

Term has the meaning set out in Section 8.

Transaction means sending or attempted sending of Data, by way of the Services, between any of Client, Cedar, Member an Other Client or another third party.

‍Wallet means the Crypto or Fiat wallet of a Payor, Payee or Member.

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