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Bidali User Agreement & Terms of Use

Last updated on March 1st, 2019

Bidali is a platform that simplifies the buying, selling, exchanging, storing, accepting and paying with Digital Currency. Bidali Inc., a Canadian privately controlled corporation (“Bidali”, “we”, “us”, “our”), has developed this User Agreement (the "Agreement") to describe the terms that govern your use of Bidali’s products and services.

This Agreement represents an agreement made by and between you and Bidali and has the legal effect of a legal contract. Please read this Agreement carefully prior to using the Services operated by Bidali. Your access and ability to use our Services is conditioned upon your acceptance of, and compliance with this Agreement.

While we follow industry best practices and do everything in our power to minimize risk, due to the nature of distributed ledger technology and Digital Currency being an emerging technology, the risk of loss in trading or holding Digital Currency can be substantial. You should carefully consider whether trading or holding Digital Currency is suitable for you in light of your financial condition.

1. Definitions

  • a) "Bidali", "we", "us", or "our" means Bidali Inc., any of its affiliates, subsidiaries, business partners, licensors, agents, content providers (not including you), service providers, employees, personnel, officers, directors, and representatives;
  • b) "Bidali Content" means any text, sound, graphics, trade-marks, service marks, logos, taglines, trade names and other material owned by us or our licensors and made available through the Services;
  • c) "Parties" means you and us (individually a "Party");
  • d) "Personal Information" has the meaning set out our Privacy Policy;
  • e) "Privacy Policy" means the our Privacy Policy;
  • f) "Digital Currency means a digital representation of value that can be denominated in fiat or non-fiat (virtual) currency;
  • g) "Virtual Currency means:
    • (i) a digital currency that is not a fiat currency and that can be readily exchanged for Funds or for another virtual currency that can be readily exchanged for Funds. This could include, but is not limited to, Cryptocurrencies such as Bitcoin, stable coins or tokenized Fiat Currency; or
    • (ii) information that enables a person or entity to have access to a digital currency referred to in paragraph (i).
  • h) "Fiat Currency" means a currency that is issued by a country and is designated as legal tender in that country.
  • i) "Cryptocurrency" means a Virtual Currency that is secured by cryptographic constructs and makes use of a combination of public and private keys (ie. Bitcoin, Ethereum).
  • j) "Funds" means cash denominated in Fiat Currency or a claim that indicates a title or right to or interest in Fiat Currency.
  • k) "Digital Currency Wallet" means a hosted digital wallet that shows your account balance and allows you to store Digital Currency that is associated to your Bidali Account.
  • l) "AML Policy" means the our Anti-Money Laundering and Counter Terrorism Financing Policy;
  • m) "Services" means the:
    • Our websites (individually a "Site" and collectively the "Sites"):
    • Our web, iOS, and Android Checkout and Commerce SDKs (individually a "SDK" and collectively the "SDKs")
    • Our web and third party e-commerce plugins (individually a "Plugin" and collectively the "Plugins")
    • Our APIs (individually an "API" and collectively the "APIs"):
    • Our "Digital Currency and Money Services" as outlined below in Section 3.2;
    • Our "Virtual Currency Services" as outlined below in Section 3.3;
    • Our "Additional Services" as outlined below in Section 3.4;
  • n) "Merchant" means an individual or organization that uses Bidali's payment processing services;
  • o) "Purchaser" means an individual or organization that uses Bidali's Services to pay for goods and/or services from a Merchant;
  • p) "Invoice" means an request for payment from a Merchant to a Purchaser that is sent via email, SMS or some other means, including our SDKs or Plugins;
  • q) "Submissions" means any unsolicited idea, suggestion or other material in any format;
  • r) "Terms" means this Bidali User Agreement and Terms of Use (including, for greater certainty, our Privacy Policy and our AML Policy);
  • s) "you" or "your" means (i) the individual, if the individual is using the Services for his or her personal use; or (ii) the corporation, institution, partnership, organization or other entity on whose behalf the individual accepting these Terms is acting;
  • t) "your account" means the user account you must register for, in order to use certain Services; and
  • u) "your content" means any text, sound, graphics, or other material which you post, upload, or otherwise share on or through the Services.

2. Agreement to Terms

Please refer to our Privacy Policy for information on how we collect, use and disclose information you have provided us. By using our Services you acknowledge and agree to the terms in this Agreement and that your usage is subject to our Privacy Policy, Cookie Policy and AML Policy.

If you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement for that entity and representing that you have the authority to bind such entity to this Agreement, in which case the term "you" will refer to such entity.

If you do not agree to this Agreement, you should not access or use Bidali's Services.

3. Bidali Services

3.1 Age and Eligibility

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law. Refer to Section 16 (Prohibited Use, Prohibited Businesses and Conditional Use) for more information on additional usage restrictions.

3.2 Digital Currency and Money Services

The following services (the "Money Services") are provided to you by Bidali:

  • Certain payment services enabling you to send and receive Digital Currency.
  • A hosted digital wallet that shows your account balance and allows you to store Digital Currency (the "Digital Currency Wallet").
  • Certain services enabling you to load your Digital Currency Wallet with Funds or withdraw Funds from your Digital Currency Wallet.
  • Payment services that allow you to receive payments in Digital Currency, fund your Digital Currency wallet, and exchange Digital Currency.
  • Remitting Digital Currency payments on behalf of third parties.

Bidali's Money Services are regulated by FINTRAC in Canada. Bidali Inc. is a registered Money Services Business ("MSB") with FINTRAC. You can view our registration status here. Bidali Inc. is not a bank or regulated financial institution as defined by the laws in Canada.

3.3 Virtual Currency Services

The following services (the "Virtual Currency Services") are provided to you by Bidali:

  • One or more hosted Virtual Currency wallets enabling you to store, track, transfer, and manage your balances of certain supported Virtual Currencies.
  • A Virtual Currency conversion service enabling you to buy Virtual Currencies with the Digital Currency in your Bidali account and enabling you to accept Virtual Currency in exchange for goods or services and have them converted to a preferred Virtual Currency or Digital Currency (the "Conversion Services").
  • Payment services that allow you to receive payments for goods and services in Virtual Currency or purchase goods and services with Virtual Currency.

Unlike Bidali's Money Services, Bidali's Virtual Currency Services are not presently officially regulated by FINTRAC. However, Bidali does voluntary remit compliance reports as outlined in our AML Policy. Bidali Inc. is not a bank or regulated financial institution as defined by the laws in Canada.

3.4 Additional Services

In addition to the above services, the following services ("Additional Services") may be made available by Bidali to users that fulfill certain eligibility criteria:

  • Gift card reselling - Section 6 (Gift Card Services)
  • Partner Program - Appendix 1
  • Developer Tools - Appendix 2

4. Bidali Accounts and Access

4.1 Registration

In order to use the Services in most cases you will be required to create a Bidali Account ("Account") on our Sites or through our APIs by providing your name, a valid email address, and strong password, and accepting the terms of this Agreement and our Privacy Policy. The only exceptions to when an Account is not required are:

  • When purchasing gift cards directly through our gift card mall;
  • When interacting indirectly with Bidali by purchasing from a Merchant through our SDKs and Plugins;
  • When viewing our developer documentation; and
  • When viewing our main website or gift card mall.

Even in such instances, by using the Services, you will be agreeing to and accepting the terms of this Agreement and our Privacy Policy.

You shall be responsible for maintaining the confidentiality of usernames and passwords associated with your Account. Each user must have unique login credentials that may not to be shared by multiple users. You are responsible for all activities that occur under your Account. If you suspect there has been unauthorized access to your account contact support@bidali.com immediately.

We may, in our sole discretion, refuse to open an Account for you, or limit the number of Accounts that you may hold.

4.2 Your Information and Identity Verification

You agree to provide us with the information we request for the purposes of identity verification and the prevention of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use some of the Bidali Services and your access to one or more Bidali Services, including certain Money Services and Virtual Currency Services, and the limits that apply to your use of the Bidali Services, may be altered as a result of information collected on an ongoing basis.

The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, government issued identification information, passport information, utility bills, and information regarding your bank account (such as the name of the bank, the account type, beneficiary, routing number, and account number). In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crimes, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit bureaus and fraud prevention or financial crime agencies. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction, before permitting you to use further Bidali Services and/or before permitting you to engage in transactions beyond certain volume limits.

Please to our Privacy Policy and AML Policy for more details on the information we capture, why we capture it, and how we protect it.

4.3 Access

Our Services may only be used or accessed through a supported electronic device controlled by you at all times. You will require an Internet connection. You may not access our Services from the prohibited countries as outlined in Section 16.4 (Prohibited Countries).

5. Payment and Digital Currency Services

Our Services, including your Digital Currency Wallet enable you to send Digital Currency (including Virtual Currency, such as Cryptocurrency) to, and request, receive, and store Digital Currency from, third parties by giving instructions through the Bidali Site (each such transaction is a "Digital Currency Transaction").

5.1 Funding

You can load Funds into your Bidali Digital Currency Wallet (ie. your Bidali Account) using one of the payment methods available on the Bidali Sites - gift card, Interac e-transfer, virtual currency transfer, bank wire transfer, or Electronic Funds Transfer ("EFT"). Your Digital Currency Wallet will show loaded Funds once we have received them and verified their authenticity. When you fund your Digital Currency Wallet you will be issued with Digital Currency by Bidali. This Digital Currency is reflective of the Fiat Currency or Virtual Currency that you used to fund your Bidali Account. The Digital Currency Wallet is not a deposit account which means that your Digital Currency will not be protected by the Canadian Deposit Insurance Corporation ("CDIC"). However, Bidali will hold Funds received in a designated safekeeping account with a regulated financial institution and will hold Virtual Currency that hasn't been exchanged for Funds in secure Virtual Currency (ie. Cryptocurrency) wallets. Digital Currency held in a Digital Currency Wallet will not earn any interest. Your Digital Currency Wallet may hold Digital Currency denominated in different currencies and we will show the Digital Currency balance for each currency that you hold.

5.2 Purchase of Digital Currency

To purchase Digital Currency using Funds or Virtual Currency, you must follow the relevant instructions on the Bidali Sites or SDKs. A purchase of Digital Currency using Funds or Virtual Currency in your Bidali Digital Currency Wallet should occur on the business day we receive your instructions.

5.3 Receipt of Instructions

If we receive instructions from you to purchase Digital Currency using Funds on a non-business day or after 4:30 pm (Mountain Standard Time) on a business day, we may treat those instructions as if they were received by us on the following business day.

5.4 Revocation

When you give us instructions to purchase Digital Currency using Funds, you cannot withdraw your consent to that purchase unless the purchase is not due to occur until an agreed date in the future (ie. this may occur if you set up a recurring purchase of Digital Currency or there are payouts in Digital Currency scheduled for a future date) ("Future Transaction"). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is due to take place. To withdraw your consent to a Future Transaction follow the instructions on the Bidali Site or contact support@bidali.com.

5.5 Account Information

You will be able to see your Digital Currency Wallet balance and your transaction history using the Bidali Site, including (i) the amount (and currency) of each Digital Currency payment, funding, transfer, or withdrawal (ii) a reference to identify the payer and / or payee (as appropriate), (iii) any fees charged (including a breakdown of the fees), (iv) where there has been a currency exchange, the rate of exchange, and the amount (in the new currency) after exchange (where you are the payer) or the amount (in the original currency) before the exchange (where you are the payee), and (v) the debit or credit date of each Digital Currency payment, funding, transfer, or withdrawal, (as appropriate).

5.6 Digital Currency Transactions

We will process Digital Currency Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other party. In some cases Digital Currency Transactions cannot be reversed once they have been broadcast to the relevant Digital Currency network (ie. many cryptocurrency protocols such as Bitcoin have irreversable transactions).

If you initiate a Digital Currency Transaction by entering the recipient's email address, phone number or social media handle and the recipient does not have an existing Bidali Account, we will invite the recipient to open a Bidali Account. If the recipient does not open a Bidali Account within 30 days, we will return the relevant Digital Currency to your Digital Currency Wallet.

Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A Digital Currency Transaction is not complete while it is in a pending state. Digital Currency associated with Digital Currency Transactions that are in a pending state will be designated accordingly, and will not be included in your Digital Currency Wallet balance or be available to conduct Digital Currency Transactions.

We may charge network fees and processing fees to process a Digital Currency Transaction on your behalf. A full list of Bidali's fees can be found on our Pricing and Fees Disclosures page.

We may refuse to process or cancel any pending Digital Currency Transaction as required by applicable law or any court or other authority to which Bidali is subject to in any jurisdiction.

5.7 Third Party Payments

Bidali has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Bidali Services). Bidali is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the Bidali Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Bidali Support at support@bidali.com so that we may consider what action to take, if any.

5.8 Redeeming Digital Currency

You may redeem all or part of any Digital Currency held in your Digital Currency Wallet at any time by selecting the relevant option in the Bidali Site and following the instructions. Unless agreed otherwise, funds will be transferred to the appropriate bank accounts and/or cryptocurrency addresses you have registered with us.

If this Agreement is terminated, we will redeem any Digital Currency remaining in your Bidali Digital Currency Wallet and transfer funds to the appropriate fiat denominated bank accounts or appropriate cryptocurrency payout addresses you have registered with us.

Prior to redeeming Digital Currency from your Digital Currency Wallet, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes. This may mean you are prevented or delayed from withdrawing Digital Currency.

We may charge network fees and processing fees to facilitate the redemption of your Digital Currency. A full list of Bidali's fees can be found on our Pricing and Fees Disclosures page.

5.9 Unauthorized and Incorrect Transactions

Where a purchase of Digital Currency and/or redemption of Digital Currency is initiated from your Digital Currency Wallet using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise.

If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible and in any case no later than 90 days after the relevant transaction occurred, either by email free of charge at support@bidali.com or by phone on +1 (855) 886-4830 (international call charges may apply).

Just like a bank account, it is important that you regularly check your Bidali Digital Currency Wallet balance and your transaction history to ensure any unauthorized or incorrect transactions are identified and notified to us at the earliest possible opportunity. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this section.

5.10 Refund Rights

If an unauthorized transaction occurs, we will refund you the amount of that transaction within 30 business days and restore your Digital Currency Wallet to the state it would have been in had the unauthorized transaction not taken place. Generally, you will not be liable for losses incurred after you have notified us of the unauthorized use of your Digital Currency Wallet or if we have failed at any time to provide you with the means for notifying us; however:

  • If your behavior is fraudulent or you intentionally or negligently fail to carry out your obligations under this Agreement, you will be liable for all resultant losses incurred by you or us.
  • You will be liable for any losses you incur in respect of an unauthorized transaction which arises from the use of a lost or stolen credentials (ie. when you have failed to keep your Account credentials safe).

Where there is a dispute between us and you regarding an unauthorized transaction, we may temporarily credit your Digital Currency Wallet whilst we settle the dispute. Where we determine that the transaction was authorized, we may reverse that credit and correct errors made in any statement of Digital Currency Wallet without prior notice to you. You will also be liable to us for any Digital Currency you have transferred which was temporarily credited to your Digital Currency Wallet.

Where a transaction is made incorrectly (i.e. through our error) we shall refund to you the amount of that transaction without undue delay and restore your Digital Currency Wallet to the state in which it would have been had the transaction not have taken place, although we will endeavour to provide you with reasonable notice where possible. We will also pay any charges for which we are responsible, and for any interest which you can show that you have had to pay as a consequence of any incorrect or incomplete transaction.

Irrespective of our liability, on your request, we shall try to trace any incorrect or incomplete transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such transactions.

We may charge network fees and processing fees to efficiently facilitate the redemption of Digital Currency. A full list of Bidali's fees can be found on our Pricing and Fees Disclosures page.

5.10.1 Refunds for Overpayments

Overpayments occur when a Bidali Merchant's Invoice receives excess funds. In cases such as this, this Invoice passes through the state of being paid in full and is marked as an overpayment. Once the Invoice status is "complete", the Funds required to mark the Invoice as fully paid are applied to the Merchant's Digital Currency Wallet balance. However, the excess Funds are not applied. Bidali will send an email to the Purchaser notifying them of an overpayment and instructing them on how to request a refund for the excess funds.

5.10.2 Refunds for Underpayments

Underpayments occur when the Purchaser sends less than the full amount required to mark the Invoice as fully paid. Since the Invoice is not fully paid or complete, the funds do not get applied to the Merchant's Digital Currency Wallet. Bidali allows Purchasers to top up their payment so long as the time window that we guarantee the amount of Digital Currency required to pay a Merchant's Invoice ("Rate Guarantee Window") hasn't expired.

In the event that the Purchaser has not paid the Invoice amount in full by the time the Rate Guarantee Window expires the payment will then be marked as "unsettled", meaning underpaid and incomplete. These funds will not be automatically credited to the Merchant's Digital Currency Wallet balance. You, as a Merchant, have two options:

  1. You can accept the payment by marking it as "Resolved" in the Bidali Site, thereby applying it to your Digital Currency Wallet balance; or
  2. You may decide to offer a refund to the Purchaser. To do so follow the instruction on the Bidali Site.

Bidali will send an email to the Purchaser notifying them of an underpayment and instructing them on how to request a refund for the partial payment.

5.10.3 Refunds for Late Payments

Late Payments occur when a transaction is received outside of the Rate Guarantee Window. Any payments sent to the expired payment address associated with the Invoice will show up in Bidali's system as a late payment. Late payments are not automatically credited to your Digital Currency Wallet. You, as a Merchant, have two options:

  1. You can accept the payment by marking it as "Resolved" in the Bidali Site, thereby applying it to your Digital Currency Wallet balance; or
  2. You may decide to offer a refund to the Purchaser. To do so follow the instruction on the Bidali Site.

Bidali will send an email to the Purchaser notifying them of a late payment and instructing them on how to request a refund for the late payment.

5.11 Dealing with Regulated Third Parties

You may appoint appropriately regulated third parties to access your Digital Currency Wallet. If you do, you should be aware that by virtue of such access, that third party may access your transactional and other data, and/or may initiate transfers from your Digital Currency Wallet.

We may refuse access to regulated third parties for objectively justified and duly evidenced reasons relating to unauthorized or fraudulent access to your Digital Currency Wallet. In such cases, unless we are prohibited by applicable law, we will inform you that the third party's access has been denied and the reasons why. We will permit access again once we are satisfied that the reasons for refusing access no longer exist.

You provide your explicit consent to allow us to access, process and retain any personal information you provide to us for the purposes of us providing Payment and Digital Currency Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws and regulations. You can withdraw your consent to us providing Payment and Digital Currency Services to you at any time by closing your account with us. However, we may retain and continue to process your personal information for other purposes. Please see Section 11 (Data Protection) below and our Privacy Policy for further information about how we process your personal data, and the rights you have in respect of this.

5.13 Supported Digital Currencies

Our Payment and Digital Currency Services are available only in connection with those Digital Currencies that Bidali supports, and this may change from time to time. Under no circumstances should you attempt to use your Digital Currency Wallet to store, send, request, or receive Digital Currencies in any form that we do not support (although we will use reasonable efforts to help you move, sell, or exchange your Digital Currency should we discontinue support). We assume no responsibility or liability in connection with any attempt to use your Digital Currency Wallet for Digital Currencies that we do not support.

If you have any questions about which Digital Currencies we currently support, please visit https://www.bidali.com/support.

5.14 Digital Currency Storage & Transmission Delays

We do not control or store your Digital Currency private keys, which are the means by which you can securely approve a Digital Currency Transaction and prove ownership (generally this applies to Cryptocurrencies). We securely store private keys in our control in a combination of online and offline storage. As a result, it may be necessary for us to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Currency Transaction.

5.15 Operation of Digital Currency Protocols

We do not own or control the underlying software protocols which govern the operation of some Digital Currencies (ie. Cryptocurrencies) supported on our platform: generally, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and, while we take care to audit these protocols, we are not able to guarantee their functionality, security, or availability.

You acknowledge and accept the risk that underlying software protocols relating to any Virtual Currency you store in your Digital Currency Wallet may change.

In particular, the underlying protocols are likely to be subject to sudden changes in operating rules ("forks"), and such forks may materially affect the value, function, and/or the name of the Virtual Currency you store in your Digital Currency Wallet. Where possible, we may provide you with notices or alerts on forks in accordance with Section 17 (Contact) below and you must read such notices or alerts received from us in order that you may consider how to deal with upcoming forks. However, it is your responsibility to make yourself aware of, and consider how to deal with, upcoming forks. In the event of a fork, there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a fork.

You acknowledge the risks presented by forks and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.

6. Gift Card Services

Bidali Inc. is an authorized and independent reseller of Gift Cards ("GCs"). GCs sold through our Services are subject to the following terms:

6.1 General Limitations

  • All GCs offered by Bidali are considered "Closed Loop", "Non-Reloadable", "Stored Value", or "Fixed Value".
  • All GCs are obtained directly from brands or authorized gift card resellers. We do not buy GCs on secondary markets.
  • All GCs are electronic and delivered electronically to valid email addresses.
  • Except as required by law, GCs cannot be transferred for value or redeemed for cash.
  • GCs are denominated in fiat currency and generally are only able to be spent in locations where that fiat currency is considered legal tender.
  • GCs may be used only for purchases of eligible goods or services at the Brand's website, physical location, or certain of its affiliated websites.

6.2 Brands and Gift Card Providers

The gift card merchants, it's owners and affiliates ("Brand") represented are not sponsors of giftcards.bidali.com, our Commerce SDKs, or otherwise affiliated with Bidali. The logos and other identifying marks attached are trademarks of and owned by each represented Brand. For complete terms and conditions, please read the Brand's gift card terms and conditions. Gift card trademarks and copyrights belong to the Brand.

6.3 Processing Times

Most orders are processed within a few minutes of receiving payment and sufficient transaction confirmations on the Digital Currency network for the currency you are paying with. There can be delays that our outside of our control, such as, but limited to:

  • network congestion on the Digital Currency network;
  • complete failure of, security breach of, or any defects within the Digital Currency network; or
  • you sending too small a network fee (ie. mining fee).

Since these are critical to the payment process and out of our control, we cannot guarantee transaction and delivery times. As such you acknowledge that you do not hold us liable for non-delivery of gift cards (unless successfully paid) or any lost Digital Currency through no fault of ours.

6.4 Payments from Exchanges and Custodial Wallets

You acknowledge that you will not send from a custodial wallet. A custodial wallet is any Digital Currency wallet where you do not directly control the private keys used to authorize transactions. If you do send payment from a custodial wallet, you acknowledge that we will not be held liable for any lost Digital Currency or non-delivery of GCs (unless successfully paid). We reserve the right to refuse or cancel your order at any time if your payment is made from a wallet which is considered custodial.

6.5 Underpayments, Overpayments and Failed Payments

We reserve the right to refuse or cancel your order at any time if the payment which is sent for the order is not completed successfully (ie. paid the right amount as indicated on the payment page within the Rate Guarantee Window).

6.5.1 Underpayments

If your order is underpaid, you will be asked to provide additional funds to fulfill any balance owing. If you are unable to provide these funds, you will be issued a refund to the address of your choice (in the currency the underpayment was issued in), minus any network confirmation fees required to complete the refunding transaction within a reasonable time period.

6.5.2 Overpayments

If your order is overpaid you receive your GCs and will be issued a refund to the address of your choice for the amount of Digital Currency you overpaid, minus any network confirmation fees required to complete the refunding transaction within a reasonable time period.

6.5.3 Failed Payments

If your order was not completed successfully you acknowledge that we will not be held liable for any lost Digital Currency or non-delivery of GCs.

6.6 Transaction Limits and Anti-Money Laundering

In accordance with current FinCEN (USA), FINTRAC (Canada), FCA (UK), European Union, and AUSTRAC (Australia) Anti Money Laundering (AML) legislation we:

  • Only sell closed loop, fixed value, non-reloadable GCs;
  • Have the ability to disable an email from receiving gift cards (ie. blacklisting purchasers);
  • Restrict the value of each card to a maximum of 2,000 in fiat denominated currency (USD, CAD, GBP, AUD, EUR); and
  • Restrict to a maximum of 9,500 in fiat denominated currency (USD, CAD, GBP, AUD, EUR), in either a single order or combined order value, within 24 hours.

6.7 Incorrect User Information and Ordering Procedure

As a Purchaser of GCs from Bidali (acting as a Merchant) you are responsible for providing accurate information when placing an order. You are responsible for sending the correct Digit Currency and amount, using a high enough network confirmation fee for the payment to be processed within the Rate Guarantee Window, and for sending payment to the correct payment address. If any of this information is incorrect we reserve the right to refuse or cancel your order at any time.

If you are not comfortable with these terms then please do not use the Services giftcards.bidali.com or our Commerce SDKs.

6.8 Cancellations and Refunds

ALL SALES ARE FINAL! REFUNDS WILL NOT BE PROVIDED FOR ANY GIFT CARDS THAT HAVE BEEN EMAILED BY US.

All orders are non-reversible and non-refundable unless a refund is explicitly granted by Bidali. If you have made a mistake in your order, you must immediately contact us at giftcards@bidali.com to rectify the situation. We value your business and will work with you to help with any and all issues.

Refunds are discretionary. Bidali is not bound by any previous instances of refunds and evaluates requests on a case-by-case basis.

7. Transaction Limits and Enhanced Due Diligence

7.1 Transactions Limits

The use of all Bidali Services is subject to a limit on the amount of volume, stated in USD, CAD, GDP, EUR or AUD, you may transact or transfer in a given period (ie. daily). To view your limits, login to your Bidali Account on the Site and go to your "My Account" or "Profile" section. Your transaction limits may vary depending on your funding or withdrawal method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@bidali.com.

7.2 Enhanced Due Diligence

We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Bidali staff (such process is considered, "Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance and give you the right to accept or decline. In our discretion, we may refuse to raise your limits, we may lower your limits, or we may close your Account entirely, at a subsequent time even if you have completed Enhanced Due Diligence.

Bidali uses tiered systems and procedures to collect and verify information about you in order to protect Bidali and our customers from fraudulent or criminal activity, and to keep appropriate records of Bidali's customers. Your access to one or more Bidali Services, and limits including daily or weekly Digital Currency exchange limits, funding and withdrawal limits, Digital Currency Wallet transfer limits, and limits on transactions from a linked payment method may be based on the identifying information and/or proof of identity you provide to Bidali.

Bidali may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Bidali Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your "My Account" or "Profile" section on the Bidali Site.

You may submit a request at support@bidali.com to request larger limits. Bidali will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Bidali does not guarantee that we will raise your limits.

8. Suspension, Termination and Cancellation

We may: (a) refuse to complete, may block, cancel or reverse a transaction you have authorized (b) suspend, restrict, or terminate your access to any or all of the Bidali Services, and/or (c) deactivate or cancel your Bidali Account with immediate effect for any reason, including but not limited to where:

  • We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;
  • We reasonably suspect you of acting in breach of this Agreement;
  • We reasonably suspect you have breached our Behaviour Policy terms in Section 16 (Prohibited Use, Prohibited Businesses and Conditional Use);
  • We have concerns that a transaction is erroneous, or jeopardizes the security of your Bidali Account, or we suspect the Bidali Services are being used in a fraudulent, criminal, or unauthorized manner;
  • We suspect money laundering, terrorist financing, fraud, or any other financial crime;
  • If your credit card, debit card, bank account or any other valid payment method linked to your Digital Currency Wallet is declined or closed;
  • Use of your Bidali Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; and/or
  • You take any action that may circumvent our controls such as opening multiple Bidali Accounts or abusing promotions which we may offer from time to time.

We may also refuse to complete a transaction you have authorized where there is insufficient Digital Currency in your Bidali Digital Currency Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction.

If we refuse to complete a transaction and/or suspend or close your Bidali Account, or terminate your use of Bidali Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and/or suspend your Bidali Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and/or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

We may suspend, restrict, or terminate your access to any or all of the Bidali Services and/or deactivate or cancel your Bidali Account, without reason by giving you 30 days notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Bidali Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

On termination of this Agreement, unless prohibited by applicable law or by any court or other order to which Bidali is subject in any jurisdiction, you may:

  • transfer Digital Currency and/or your Digital Currency Wallet(s) for ninety (90) days thereafter; and/ or
  • transfer Funds at any point in the six-year period commencing with the date of the termination of the Agreement.

If we suspend or close your account, or terminate your use of Bidali Services for any reason, we reserve the right to require you to complete the procedures outlined at Section 4.2. (Your Information and Identity Verification) before permitting you to transfer or withdraw Digital Currency or Funds.

You may cancel your Bidali Account at any time by withdrawing all balances and contacting support@bidali.com. You will not be charged for cancelling your Bidali Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

9. Liability

9.1 Release of Bidali

If you have a dispute with one or more users of the Bidali Services, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.

9.2 Indemnification

You agree to indemnify us, our affiliates and service providers, and each of our or their respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and/or our enforcement of this Agreement (including without limitation your breach of our Behaviour Policy or our terms in Section 16 (Policy on Prohibited Use, Prohibited Businesses and Conditional Use)) or your violation of any law, rule or regulation, or the rights of any third party.

9.3 Limitations of Liability

We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section.

(For the avoidance of doubt the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.)

9.3.1 Liability cap

Except as otherwise provided for in this Agreement, neither we, nor our affiliates or service providers, nor any of our or their respective officers, directors, agents, employees or representatives, will be liable for any amount greater than the combined value of the Digital Currency on deposit in your Digital Currency Wallet at any given time. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the amount of the transaction in dispute. Where Virtual Currency is involved, the USD equivalent value as of the date and time that the breach is determined to have occurred, as determined by Bidali in it's sole discretion, will be the value used to determine liability amount.

9.3.2 Limitation of loss

In addition to the liability cap at Section 9.3.1 above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:

  • (i) any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and/or any actual or hypothetical trading losses, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a buy or sell transaction properly, your damages are limited to no more than the combined value of the supported Digital Currency at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell.
  • (ii) any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
  • (iii) any loss of use of hardware, software or data and/or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and/or any interruption in any such data;
  • (iv) any loss or damage whatsoever which does not stem directly from our breach of this Agreement; and/or
  • (v) any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this Agreement (whether or not you are able to prove such loss or damage).

9.3.3 Applicable law

The limitation of liability in this Section 9.3 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Bidali Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractor's negligence.

9.4 No Warranties

The Bidali services are provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Bidali Sites, any of the Bidali Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

We make no representations about the accuracy or completeness of historical or present Digital Currency price data available on the Bidali Site. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, debit cards, gift cards, and cheque issuances are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

9.5 Safety and Security of Your Computer and Devices

Bidali is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services and social media platforms are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Bidali customer support will never ask to screen share or otherwise seek to access your computer or account; similarly, we will not ask for your two factor authentication codes or passwords. Always log into your Bidali Account through the Bidali Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

9.6. Force Majeure

We are not liable for any breach of the Agreement where the performance of any part of this Agreement by us is prevented, hindered, delayed or otherwise made impracticable by abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules. Such reasons may include, but are not limited to, any mechanical, electronic or communications failure or degradation, flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond our reasonable control. As such Bidali shall be excused from such performance of this Agreement to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, when prevented from performing our obligations within this Agreement hereunder by a force majeure event we will use our best efforts to recommence our performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10. Feedback, Queries, Complaints and Dispute Resolution

10.1 Governing Law

These Terms and any action related thereto will be governed by the laws of the province of Alberta in Canada.

10.2 Complaints

In the event of a complaint, please specify the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our Customer Support webpage. A member of our Customer Support team ("Officer") will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by Bidali. Within 30 days of our receipt of your complaint the Officer will address all points raised in your complaint by sending you an e-mail ("Resolution Notice") in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if the Officer is unable to respond to your complaint within 30 days for reasons beyond Bidali's control, the Officer will send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 60 days from our receipt of your complaint).

10.2.1 Purchaser Complaints

Purchasers filing complaints with Bidali about a purchase from a Merchant will be forwarded on to the respective Merchant for resolution. Bidali reserves the right to terminate accounts which receive excessive complaints.

10.2.2 Merchant Complaints

Merchants filing complaints regarding our payment processing service should contact us via support@bidali.com or through our customer support chat window on the Site. Alternatively you can contact us via mail or telephone as instructed in Section 17 (Contact).

10.3 Offers

Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.

10.4 Arbitration

You and Bidali (individually a "Party" and collectively the "Parties") agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with this Agreement, us, or our Services (each, a "Dispute", and together, "Disputes") shall be finally settled in binding arbitration, on an individual basis, and you and Bidali hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction of an IP Protection Action shall be the courts of Alberta, Canada and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating IP Protection Actions.

The arbitration will be conducted by a single, neutral arbitrator and shall take place in Calgary, Canada, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person, by telephone or video conference and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.

If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this Section 10.5 (Arbitration) is invalid or unenforceable, that provision shall be severed and the other parts of this Section 10.5 (Arbitration) shall still apply. In any case, the remainder of this Agreement, will continue to apply.

If settlement of a Dispute cannot be obtained via arbitration you agree that you will file court proceedings exclusively in the courts in the province of Alberta, Canada and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.

You and Bidali agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the you and Bidali also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized Users or beneficiaries of the Bidali Services. Nothing in this Section 10.5 (Arbitration) shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.

10.5 Claims

You agree to use the complaints procedure set out at Section 10.2 of this Agreement before seeking arbitration, filing a claim in court, and/or reporting to a regulatory authority. If you do not follow the procedures set out in this Section 10 before filing a claim in a court, we shall have the right to ask the court to dismiss your filing unless and until you complete the steps outlined above.

11. Data Protection

You acknowledge that we may process personal data or personal information in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the Bidali Services. Accordingly, you represent and warrant that:

  • your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
  • before providing any such personal data to us, you have read and understood our Privacy Policy and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and
  • if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

11.1 Appointment of Bidali as a Data Processor

You acknowledge and accept that by using the Services offered you are engaging Bidali to process personal data as a "processor" pursuant to the European personal data protection legislation. The conditions of engagement are determined by our Privacy Policy. Such an agreement, of which the conclusion is required by law, therefore forms an integral and binding part of the contractual relationship between you and Bidali.

12. Fees & Settlement

Please refer to our pricing page for more information on fees we charge and refer to our support page for information on the currencies and settlement methods we support. We reserve the right to change our fee structure and pricing and/or the settlement methods we support at any time. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change

12.1 Payment Processing Fees

We charge service fees to Merchants who use our services to accept Digital Currency payments. These fees are deducted prior to escrowed Funds or Digital Currencies owed to the merchant being paid out.

12.2 Purchaser Fees

In general we do not charge fees directly to Purchasers. However, we do capture a percentage of the spread between the Digital Currency exchange rates presented to the Purchaser. The spread varies depending on the Digital Currency pairing, volatility, liquidity and fees such as, but not limited to, network fees and exchange withdrawal fees.

12.3 Network and Mining Fees

Bidali may incur a cost ("Network Fee") to detect an incoming cryptocurrency payment. These Network Fees are included in an Invoice total and are paid by the Purchaser. The Network Fees are not returned when a refund is executed.

In addition, Digital Currency transactions (namely, Cryptocurrencies) may require a fee to be paid to a miner or validator to confirm the validity of a transaction ("Network Fee"). These Network Fees are paid by the Purchaser when sending Digital Currency or paid by the Merchant when issuing refunds. While we may capture these to submit them to the Digital Currency network ("Network"), these Network Fees are not Bidali fees. The Network Fees paid to the Network are not returned when a refund is executed.

12.4 Funding/Deposit Fees

We may charge fees for funding or loading your Digital Currency Wallet based on your choice of payment method. Please refer to our pricing page for more information.

12.5 Withdrawal Fees

We may charge fees for withdrawing funds from your Digital Currency Wallet based on your choice of withdrawal method. Please refer to our pricing page for more information.

12.6 Refund Fees

If you issue a full or partial refund to your customers, a network fee to cover the cost of the issuing the refund within a timely manner will be deducted from your Digital Currency Wallet balance. The deduction will be added as a separate entry in your Bidali Account records after the refund is executed. We may also charge an additional fee for performing the refund. Please refer to our pricing page for more information.

12.7 Digital Currency Exchange Fees

In general we do not charge fees for exchanging Digital Currencies or converting one Digital Currency to another. However, we do capture a percentage of the spread between the Digital Currency exchange rates. The spread varies depending on the Digital Currency pairing, volatility, liquidity and fees such as, but not limited to, network fees and exchange withdrawal fees.

12.8 Gift Card Issuance Fees

In general we do not charge fees directly to Purchasers of gift cards. However, we do capture a percentage of the spread between the Digital Currency exchange rates presented to the Purchaser. The spread varies depending on the Digital Currency pairing, volatility, liquidity and fees such as, but not limited to, network fees and exchange withdrawal fees.

12.9 Settlement and Payment Methods

When Digital currency is sent to you we will verify the payment/credit over the appropriate Digital Currency payment network and upon verification of successful payment, credit the payment to to your Bidali Digital Currency Wallet balance. The debits and credits to your Digital Currency Wallet are Funds or Virtual Currency temporarily held by Bidali until settlement to the bank accounts or cryptocurrency addresses associated with your Bidali Account can take place, based upon your payout preferences.

You can receive a settlement in your local Fiat Currency to the bank accounts connected to your Bidali Account or in Digital Currency, such as the Cryptocurrency the Purchaser made payment with or another Digital Currency.

While we assume the volatility risk of Digital Currencies while in transit, you assume volatility risks of the Digital Currency or Fiat Currency in which you choose to settle or pay with. For example, if you choose to settle in Bitcoin, then you assume the volatility risk of the Bitcoin value once it has been paid out to your Bitcoin address. If you choose to pay in USD then you assume the volatility of USD.

12.10 Settlements in Fiat Currency

Direct deposit to a bank account in a local currency is available to merchants located in certain countries. Please refer to our support page for a list of those countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current. If settlement to Fiat Currency is your preferred settlement method, we will settle the accumulated Digital Currency Wallet balance to your appropriate bank accounts every seven (7) days so long as minimum settlement amounts apply. You can always settle your balance to your bank account manually even if a minimum settlement amount has not been met, but this will be subject to processing fees.

12.10.1 Your Bank Accounts

You must provide us with written notice at least fourteen (14) days prior to closing your bank account or remove your bank account from the "Payouts" section on the Site. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.

12.11 Settlements in Supported Digital Currencies

Any Digital Currency supported by Bidali and accepted on your behalf may be settled to a third party Digital Currency Wallet address that you provide. Payments in any of the supported Digital Currencies are sent to your designated wallet address, at least once per day. Bidali is not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.

12.12 Settlement Minimum

Bidali performs Fiat Currency and Digital Currency (including Cryptocurrency) payouts once the settlement amount is above the settlement minimum. Please see our support page for the standard settlement minimums.

13. Intellectual Property

13.1 Intellectual Property Rights

You acknowledge that: (a) the Services and Sites contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Bidali and/or third parties own all right, title and interest in and to the Services and Sites and content that may be presented or accessed through the Services and Sites, including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under this Agreement are reserved to Bidali and its licensors. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Sites or Services, or content that may be presented or accessed through the Sites or Services for any purpose, unless otherwise permitted by this Agreement; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Sites or Services; or (iii) remove, obscure, or alter Bidali’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Sites or Services.

The content, arrangement and layout of the Sites and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Bidali, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Bidali, or as permitted by the functionality of the Services or this Agreement. Any unauthorized use of the content, arrangement or layout of the Sites or Services, Computer Code, images, logos, videos, audio or trademarks found in the Sites or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Bidali may take action accordingly.

The above paragraph further applies to third party property used as part of the Sites or Services, including but not limited to third party Computer Code. For the purposes of the present section, "Computer Code" includes but is not limited to source code in any programming language, object code, frameworks, CSS, HTML, JavaScript, Objective-C, Swift, Android, Go, YAML or similar files, templates, modules, or any similar files, and related documentation.

13.2 Submitted Information

If you choose to communicate to Bidali (via any means) suggestions for improvements to the Sites or Services (collectively, "Feedback"), Bidali shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Bidali and waive in favor of Bidali, its successors and assigns all your moral rights in the Feedback, and agree to provide Bidali such assistance as Bidali may require to document, perfect, and maintain Bidali’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Bidali, you are not entitled to any compensation or reimbursement of any kind from Bidali under any circumstances.

13.3 Trademarks

Apple and iOS are registered trademarks of Apple Inc. Android is a registered trademark of Google Inc. "Bidali.com", "Bidali", "Giftcards by Bidali", "Bidali Commerce" and all logos related to the Bidali Services or displayed on the Bidali Site are trademarks or registered marks of Bidali or its licensors.

14. General Terms and Conditions

14.1 Limited License

We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Bidali Site and Services, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by us from time to time. Any other use of the Bidali Site or Content is expressly prohibited and all other right, title, and interest in the Bidali Site or Content is exclusively the property of Bidali and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "Bidali.com", "Bidali", "Giftcards by Bidali", "Bidali Commerce" and all logos related to the Bidali Services or displayed on the Bidali Site are trademarks or registered marks of Bidali or its licensors. You may not copy, imitate or use them without our prior written consent.

14.2 Website Accuracy

Although we intend to provide accurate and timely information on the Bidali Site, the Bidali Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Bidali Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Bidali Site.

14.3 Third-Party Applications

In order to access Bidali Services users are required to provide an email address and create a password. Bidali offers second factor authentication via a user's mobile device (Short Message Service, SMS, or a supported Time-based One Time Password, TOTP, application). A verified phone number is required to enable second factor authentication via SMS. Users are responsible for keeping electronic devices through which Bidali Services is accessed safe and maintaining adequate security and control of any and all security details that are used to access the Bidali Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of a user's Bidali Account by third-parties and the loss or theft of any Digital Currency and/or Funds held in your Bidali Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s). Users must keep security details safe at all times. For example, passwords and TOTP authentication seeds be safeguarded and not shared or made visible to others. Bidali strongly recommends the use of password and second factor protected password managers to safeguard login credentials and Personal Identification Numbers, PINs, and/or biometric authentication features to safeguard second factor generating mobile devices.

14.4 Prohibited and Conditional Use

In connection with your use of the Bidali Services, and your interactions with other users and third parties, you agree to comply with the terms specified in Section 16 (Prohibited Use, Prohibited Businesses and Conditional Use).

14.5 Export Controls & Sanctions

Your use of the Bidali Services and the Bidali Site is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing Digital Currency through the Bidali Site or Bidali Services, you agree that you will comply with those requirements. You are not permitted to acquire Digital Currency or use any of the Bidali Services through the Bidali Site if:

  • (a) you are in, under the control of, or a national or resident of a country ("Sanctioned Country"), or a person ("Sanctioned Person") or entity ("Sanctioned Entity") that Canada has engaged economic sanctions against; or
  • (b) you intend to supply any acquired or stored Digital Currency or Bidali Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.

Refer to Section 16.4 (Prohibited Countries) for the list of Sanctioned Countries.

14.6 Relationship of the Parties

Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or Bidali to be treated as the agent of the other.

14.7 Privacy of Others

If you receive information about another user through the Bidali Services, you must keep the information confidential and only use it in connection with the Bidali Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effect a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Bidali Services.

14.8 Password Security

In order to access Bidali Services you will be required to create or be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Bidali Services safe and maintaining adequate security and control of any and all security details that you use to access the Bidali Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is encrypted and password protected. Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Bidali Account by third-parties and the loss or theft of any Digital Currency and/or Funds held in your Bidali Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.

14.9 Security Breach

If you suspect that your Bidali Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Bidali (together a "Security Breach"), you must notify Bidali Support as soon as possible by email free of charge at support@bidali.com or by calling us on +1 (855) 886-4830 (international charges may apply) and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

14.10 Contact Information

You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breach).

14.11 Taxes

It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Bidali Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Bidali Account.

14.12 Unclaimed Property

If we hold Digital Currency or Funds, and we are unable to contact you and have no record of your use of the Bidali Services for several years, applicable law may require us to report the Digital Currency or Funds as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such Digital Currency or Funds to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

14.13 Entire Agreement

This Agreement (including documents incorporated by reference herein) comprise the entire agreement between you and Bidali.

14.14 Interpretation

Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

14.15 Transfer

This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and/or our obligations at any time, including as part of a merger, acquisition or other corporate re-organization involving Bidali, provided that this transfer or assignment does not materially impact the quality of the Bidali Services you receive.

14.16 Security Interests

You must not create security over your Digital Currency unless we say you can in writing.

14.17 Invalidity

If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.

14.18 Enforcement of Our Rights

We may not always strictly enforce our rights under this Agreement. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.

14.19 Language

This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.

14.20 Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, Bidali Account cancellation, debts owed to Bidali, general use of the Bidali Site, disputes with Bidali, and general provisions, will continue to be binding and operate after the termination or expiration of this Agreement.

14.21 Governing Law and Jurisdiction

Except as expressly stipulated in this Agreement to the contrary, the terms of this Agreement and any action related thereto will be governed by the laws of Alberta, Canada.

15. Changes to Terms or Services

You agree to Bidali’s E-Sign Consent. We may modify the terms of this Agreement at any time, in our sole discretion. If we do so, we will post the modified Agreement on the Sites, and will notify you by providing you with a notice in an manner we deem reasonable including notifications within the product’s dashboard, and through other communications. It’s important that you review the Agreement whenever we modify it because if you continue to use the Services after we have modified the Agreement, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, you must stop using the Services.

Although we will strive to provide you with advanced notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your Bidali Account and cease using the Bidali Services. The "last modified" date will be the date that the Agreement takes effect.

We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

16. Prohibited Use, Prohibited Businesses and Conditional Use

16.1 Prohibited Use

You may not use your Bidali Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Bidali Services involves a Prohibited Use, or have questions about how these requirements apply to you, please submit a request at support@bidali.com.

By opening a Bidali Account, you confirm that you will not use your Account to do any of the following:

  • Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Bidali conducts business, including but not limited to Canada's Office of the Superintendent of Financial Institution ("OSFI"), the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Bidali Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Bidali Site, other Bidali Accounts, computer systems or networks connected to the Bidali Site, through password mining or any other means; use Bidali Account information of another party to access or use the Bidali Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Bidali Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Bidali
  • Abuse Other Users: Interfere with another individual's or entity's access to or use of any Bidali Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Bidali Site about others, including without limitation email addresses, without proper consent
  • Fraud: Activity which operates to defraud Bidali, Bidali users, or any other person; provide any false, inaccurate, or misleading information to Bidali
  • Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
  • Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Bidali intellectual property, name, or logo, including use of Bidali trade or service marks, without express consent from Bidali or in a manner that otherwise harms Bidali or the Bidali brand; any action that implies an untrue endorsement by or affiliation with Bidali

16.2 Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Bidali Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Bidali Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at support@bidali.com.

By opening a Bidali Account, you confirm that you will not use Bidali Services in connection with any of following businesses, activities, practices, or items:

  • Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.
  • Restricted Financial Services: Cheque cashing, bail bonds; collections agencies.
  • Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder
  • Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen
  • Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials
  • Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
  • Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
  • Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
  • Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
  • Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs
  • Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
  • High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

16.3 Conditional Use

Express written consent and approval from Bidali must be obtained prior to using Bidali Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at support@bidali.com. Bidali may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Bidali Services in connection with any of following businesses, activities, or practices:

  • Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Bidali Services
  • Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize
  • Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization

16.4 Prohibited Countries

Due to economic sanctions if you reside in or attempt to access our services from the following countries you are prohibited from using our services:

  • Bosnia and Herzegovina (BA)
  • Ethiopia (ET)
  • Iran (IR)
  • Iraq (IQ)
  • Myanmar/Burma (MM)
  • North Korea/DPRK (KP)
  • Sri Lanka (LK)
  • Syria (SY)
  • Trinidad & Tobago (TT)
  • Tunisia (TN)
  • Vanuatu (VU)
  • Yemen (YE)

16.5 Restricted Countries

If you reside in or attempt to access our services from the following countries, express written consent and approval from Bidali must be obtained prior to using Bidali Money Services. Consent may be requested by contacting us at support@bidali.com. Bidali may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Bidali Services.

  • Afghanistan (AF)
  • Andorra (AD)
  • Anguilla (AI)
  • Atigua and Barbuda (AG)
  • Aruba (AW)
  • Bahamas (BS)
  • Bahrain (BH)
  • Barbados (BB)
  • Belize (BZ)
  • Bermuda (BM)
  • Botswana (BW)
  • British Virgin Islands (VG)
  • Brunei Barussalam (BN)
  • Cayman Islands (KY)
  • Central African Republic (CF)
  • Congo (CG)
  • Cook Islands (CK)
  • Costa Rica (CR)
  • Cyprus (CY)
  • Democratic Republic of the Congo (CD)
  • Dominica (DM)
  • Egypt (EG)
  • Eritrea (ER)
  • Gibraltar (GI)
  • Grenada (GD)
  • Guatemala (GT)
  • Guernsey (GG)
  • Haiti (HT)
  • Hong Kong (HK)
  • Hungary (HU)
  • Ireland (IE)
  • Isle of Man (IM)
  • Jersey (JE)
  • Latvia (LV)
  • Lebanon (LB)
  • Liberia (LR)
  • Libya (LY)
  • Lichtenstein (LI)
  • Luxembourg (LU)
  • Macao (MO)
  • Mali (ML)
  • Mont Serrat (MS)
  • Nauru (NR)
  • Netherlands Antilles (AN)
  • Niue (NU)
  • Panama (PA)
  • Russia (RU)
  • Saint Kitts and Nevis (KN)
  • Saint Lucia (LC)
  • Saint Vincent and The Grenadines (VC)
  • Samoa (WS)
  • Seychelles (SC)
  • Singapore (SG)
  • Somalia (SO)
  • South Sudan (SS)
  • Sudan (SD)
  • Tunisia (TN)
  • Turks and Caicos Islands (TC)
  • Ukraine (UA)
  • Uruguay (UY)
  • Venezuela (VE)
  • Zimbabwe (ZW)

17. Contact

If you have questions or concerns regarding this User Agreement, or if you have a complaint, you should contact us at legal@bidali.com, our support page, or by writing to us at:

Bidali Inc.
#600 - 630 8th Ave SW
Calgary, AB, Canada
T2P 1G6

Telephone: +1 (855) 886-4830 (international call charges may apply)

Appendix 1: Partner License

All individuals, organizations, or affiliates that participate in our Partner Program are subject to the our Partner Agreement.

Appendix 2: Developer License

All applications, systems, platforms and websites that utilize our APIs, SDKs, Plugins, or developer documentation ("Developer Tools") are subject to our Developer Agreement. If you do not agree with our Developer Agreement then you may not use our Developer Tools.