1. TERMS AND CONDITIONS OF USE.

2. MSI TERMS AND CONDITIONS.

TERMS AND CONDITIONS OF USE

ECART PAY

The following Terms and Conditions (hereinafter the “Terms”) outline the conditions of use for the services you, as a User, provide on the digital platform at https://pay.ecart.com (hereinafter “Website” and/or “Platform”) and any content available by or through this Website. These Terms govern the use of the ECART PAY website, S.A.P.I. DE C.V. (hereinafter “We” and/or “ECART PAY”).

ECART PAY is located at Belisario Domínguez, number 2470, floor 3, Colonia Obispado, Monterrey, Nuevo León, C.P. 64060.

By using the Website, you agree to accept and comply with the Terms regarding your use of the Website. If you do not agree with these Terms, please do not use the ECART PAY Website. If you have any questions regarding them, please send an email to support@ecartpay.com

ECART PAY reserves the right to make changes to the Terms regarding the Website at any time without prior notice, which will be published on said site, making it your obligation to stay informed of these Terms.

DEFINITIONS

The following definitions, which can be applied in singular or plural form, are detailed below:

• Activation: Process by which the User gains access to the production account to use ECART PAY Services.
  
  

• API: The Application Programming Interface of ECART PAY and any tools made available to developers.
  
  

• Application / App: The software application, Website or any other medium developed, maintained, or operated to interact with the API, the Website, and/or the Services provided by ECART PAY.
  
  

• Commission: Any charge, regardless of its name or modality, other than interest, that ECART PAY charges the User for the provision of the Services.
  
  

• Chargeback: Means the dispute(s) that a Cardholder raises with the issuing bank for a charge made to their Card, requesting the return of their money resulting from a good or service.
  
  

• Contract: These present Terms of ECART PAY in which the conditions applicable to the execution of one or more transactions are established and the Services provided by ECART PAY are regulated, which must be accepted to use the Services.
  
  

• User Account: The account through which the User is initially identified, which is required so that ECART PAY can provide its Services.
  
  

• Provisions: The General Provisions Applicable to Disposition Media Networks.
  
  

• Payment Method: Refers to the Payment Methods that ECART PAY has available for Users, which are: (1) Credit and debit cards, whether national or international (VISA, MasterCard, or American Express); (2) Interbank payments via SPEI (Electronic Interbank Payment System); (3) Cash payments through referenced deposits in available chains; (4) as well as any other Payment Method that is available and enabled in the future through ECART PAY.
  
  

• Payment Gateways: The different platforms made available that Users with access keys can use to process online payments.
  
  

• Services: Means the service provided by ECART PAY, which consists of: (1) processing payment requests with Cards through a website or an online platform; (2) acceptance of cash payments through the available chains within the ECART PAY Payment Methods; (3) receiving/accepting interbank payments via SPEI (Electronic Interbank Payment System).
  
  

• Website and/or Platform: Any of the content available on or through this Website.
  
  

• Card: Credit cards and debit cards.
  
  

• Cardholder: The holder of the Card.
  
  

• Transaction: The operation consisting of processing any payment request with Card for goods and/or services offered by the User through any digital platform, submitting the request for authorization or rejection by the issuer of the Card in question, through ECART PAY.
  
  

• Fraudulent Transaction: the Transaction that is carried out or attempted without the authorization or consent of the Cardholder, or that is received, processed, and/or carried out without complying with the provisions, procedures, and/or rules established in these Terms or in applicable legislation, or that are illegal, constitute a crime, are sanctioned by applicable legislation, or are prohibited under it.
  
  

• User: All individuals or entities that acquire the Services of ECART PAY and have a User registration within the Website.

READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM AND THE SERVICES.

ELECTRONIC COMMUNICATIONS

By visiting the ECART PAY Website or sending us emails, you are communicating with ECART PAY electronically and give your consent to receive electronic communications from ECART PAY. ECART PAY will communicate via the email you registered on the Platform.

USE AND RESTRICTIONS OF ECART PAY WEBSITE

We operate our Website so that you can learn about and use our Services. By accessing and using the Platforms, you agree to be legally bound by these Terms. ECART PAY will always have the right to deny, restrict, suspend, condition access and use of the Platforms temporarily or permanently, or to terminate these Terms immediately at its discretion.

To use the Platform, you must register and complete the corresponding form with your personal information accurately, truthfully, and free from any bad faith vices, committing to monitor and modify your personal data when necessary, in addition to verifying your identity.

In the event that the information provided in the registration does not match your identity, you will not be able to continue with the process of contracting the Services.

The relationship between you and us will be the use you make of the Services provided through the Website and/or the digital Platform. By using the Platform, you declare that you act on your own behalf and that the service will be for personal use and never for a third party.

PLATFORM AND RESPONSIBILITIES

We are constantly innovating our Platform and Website to provide you with the best possible experience. Therefore, through these Terms you acknowledge and accept the following:

Updates and improvements

Our platform may change from time to time, as we are constantly innovating. This means that some features may improve, change, or even be temporarily suspended. If at any time we suspend your account, you will not be able to access or consult your information or movements.

Risks of using digital means

When using the app and website, there are risks you should be aware of:

• There may be internet outages, delays in SPEI, or problems with third-party services (card issuers, acquirers).

• If you use public WiFi networks or insecure devices, you could be at risk of digital attacks.

• We always protect your information, but it also depends on you to use the app responsibly.
  
  

Your security is key

Your username and password are personal. Do not share them with anyone. We will never ask you for passwords or codes over the phone, email, or messages. If you notice suspicious activities on your account, notify us immediately through the app or our support email.

Use of your web page or medium

If you have your own page integrated with us, we may display and promote it on other platforms of ours or those of our related companies. If you do not want us to do this, you only need to cancel your service with us and stop using the platform.

DESCRIPTION OF THE ECART PAY SERVICE

ECART PAY may provide you with the requested Services through its digital Platform or other integration options, and/or any related or complementary product or service it offers or may offer in the future.

1. Processing payment requests with Cards. The services of ECART PAY in its payment aggregator mode to process payments via credit, debit, grocery, and/or electronic wallet cards through purchase orders via e-commerce, websites, and mobile applications. The services may also be processed through the Payment Link modality, which consists of collecting through a web link that allows the User's customers to make payments via the ECART PAY Services previously contracted.

   1. Recurring charges. ECART PAY may enable, at the User's request, an additional payment processing mode with Card under the recurring charges scheme. This functionality consists of the prior authorization granted by the Cardholder for the User to make periodic and automatic charges to the same Card, in amounts and frequency agreed upon between the User and the Cardholder. The User agrees to:

      1. Obtain and keep the express and informed consent of the Cardholder for making recurring charges;

      2. Ensure that the Cardholder can revoke such authorization at any time, stopping the charges immediately upon receiving such instruction;

      3. Inform the Cardholder about the charging calendar, the amount to be charged, the cancellation policy, and any other relevant contractual elements;

      4. Comply with the guidelines issued by ECART PAY and the card brands regarding recurring charges. ECART PAY reserves the right to suspend or revoke this functionality in case of detecting chargeback levels, claims, or practices incompatible with these Terms, with applicable provisions or with the guidelines of the Card Brands.

2. Acceptance of cash payments. Regarding the services that ECART PAY offers to process cash payments in national currency through referenced deposits in available and/or authorized chains.

3. Interbank payments via SPEI (Electronic Interbank Payment System). The service of receiving payments via SPEI transfer (Electronic Interbank Payment System) through a unique CLABE account that will be assigned to each User who decides to perform any operation by this means.

4. Payment Gateways with custom keys. ECART PAY may offer you the secondary service of connecting to different “Payment Gateways” where it will provide you access to the Platform to make the connection when they are available, this through the configuration of your system using API credentials to achieve integration of various Platforms. For this intermediary service, ECART PAY will not be responsible for the proper functioning of the platforms of those Payment Gateways.

USER INFORMATION

During the time you are using our Website and/or the Services, you may be asked to provide certain personal information, which ECART PAY guarantees maximum protection for and will only be used for the use of the Platform, in the relationship that you have with us.

We will use location-based information from your mobile device, using GPS technology (“Global Positioning System”), in those locations where such technology is available, so it is necessary to collect, use, transmit, process, and store your geographic data, including, but not limited to, the geographic location of the device as well as information related to your first name, last name, email address, and phone number associated with the device. Thus, you consent to our conducting real-time geolocation to continue with the contracting and/or use of the Services.

Furthermore, ECART PAY informs you that for more information regarding the use of your personal data and the rights you may exercise, you can consult or access the comprehensive privacy notice at: www.ecartpay.com

ACCOUNT REGISTRATION

If you wish to use our Services, you must register by accepting these Terms. To register, it is mandatory to complete the identification form in all fields with valid data and precise, true personal information.

By registering, you guarantee the truthfulness of the information and assume the commitment to update your personal data when ECART PAY requires it, as necessary.

We reserve the right to request proof and/or additional information to validate and corroborate the provided information, as well as to temporarily or permanently suspend any Users whose data could not be confirmed.

Similarly, ECART PAY, in order to comply with applicable regulations regarding the prevention of money laundering and financing of terrorism (PLD/FT) and its internal policies in this regard, may request certain information and/or documentation for identification, knowledge, and transactional monitoring purposes, which may vary according to your economic activity within the Platform of the Services you use.

We reserve the right to reject a registration request or to cancel or suspend, either temporarily or permanently, an account in the following cases: a) if incongruences or inconsistencies in the provided information are detected; b) if you do not provide or update the required information and/or documentation in a timely manner, without such a decision generating rights to compensation or reparation; c) if the activity you declared is defined as prohibited under these Terms.

You may not register with us if you have or have had sanctions related to any criminal situation, if your name is on blacklists, and/or if you have or have had any relationship with any type of fraud, regardless of whether it has been sanctioned or not.

In general, access to the Website may be free. However, ECART PAY conditions access to certain areas of the Website and the use of all its Services on the prior completion of the User identification registration form.

ECART PAY may make certain Services available whose use may require complementary registrations and/or the satisfaction of certain considerations. In such cases, the registration will be done in the manner expressly indicated in the service itself or in the specific conditions regulating it.

Once the registration process is successfully completed, we will activate the account. The use of your account is personal and non-transferable, so you agree that, at all times, you will be the sole responsible for all movements made in your account and to keep the password secure with which you will access the Platform.

You agree to notify ECART PAY immediately and through the appropriate and reliable means of any unauthorized use of your account, as well as access by unauthorized third parties to the same.

ECART PAY reserves the right to reject any registration request or to cancel a previously accepted registration without being obliged to communicate or explain the reasons for its decision and without generating any rights to compensation or reparation.

You confirm that you have the sufficient and legal capacity to adhere to these Terms.

If you provide false, inaccurate, outdated, and/or incomplete information, or if ECART PAY has reasonable grounds to suspect that you have violated these Terms, ECART PAY has the right to suspend or cancel your account and deny the use, present or future, of the Services or any part thereof.

GENERAL CONDITIONS OF THE SERVICES

ECART PAY and you agree that these Terms aim to establish the conditions of use of the aforementioned Service(s) through all Payment Methods that are available or will be available on the Platform.

By using any of the Services, you assume all the risks involved in operating and conducting activities through websites or the internet.

For processing payment requests with Cards, you agree not to apply any additional charge to your customers for accepting payments with Cards and/or fund credits through your platforms and/or ECART PAY’s Platform.



• Availability and timelines for the settlement of your funds

  The funds that are credited to your account due to the contracted Services will be available according to the following timelines and conditions:
  
  

  1. The amount of the authorized Transactions on a specific operational day and before the cutoff time (10:00 PM), Mexico City time, for VISA and MasterCard Cards will be deposited into your bank account within 2 (two) business days following the authorization of the corresponding transaction.

     
     For Transactions with American Express Cards, they will be deposited within 2 (two) to 3 (three) business days following the authorization of the corresponding transaction.
     
     

  2. The amount of Transactions via interbank transfers and cash payments received from Monday to Sunday will be deposited on Thursday of the following week.

Hereby, you acknowledge that you are responsible for any amount owed to ECART PAY that derives from the Services, including the execution or processing of Transactions.

• Limitations

  You accept and acknowledge that ECART PAY may determine a maximum amount for your Transactions, which may vary according to the Payment Method, type of request, and/or at ECART PAY’s discretion and may even be modified at any time, being sufficient for its publication on the Platform.

  
  

  Additionally, we inform you that financial entities or acquiring banks may set minimum and maximum amounts for certain transactions, which may change from time to time.

• Chargebacks

  ECART PAY will notify you when there is a Chargeback, in which case you agree to provide ECART PAY, within 5 (five) calendar days following the notification, the information requested regarding the operations and their reversals generated, under the resources and technical means that ECART PAY provides, and you authorize ECART PAY to use this information to support you in refuting said Chargeback.

  
  You acknowledge being informed and authorize ECART PAY to make withholdings on your funds when Chargebacks for Transactions and/or for operations made with bank Cards are received, up to 180 (one hundred eighty) calendar days, when it comes to Cards and/or international Transactions the withholding may be for up to 540 (five hundred forty) calendar days.

  
  Once the corresponding information is received, ECART PAY will deliver the information to the issuing Bank within the timeframe indicated. The issuing Bank will analyze and provide a resolution on the Chargeback within no more than 45 business days after the delivery of the information. The issuing Bank will notify ECART PAY about said resolution, which may be in favor of the Cardholder or in favor of the Commerce (you).

  
  If the resolution was in favor of the Cardholder, ECART PAY will refund the amount of the transaction directly to the Cardholder or through the issuing Bank. If the resolution was in favor of the Commerce, this means it was resolved in your favor, so ECART PAY will release the previously made withholding and the transaction will be settled for you.

  
  It is important to note that the decision on the resolution of the Chargeback depends entirely on the issuing Bank; therefore, ECART PAY is not responsible for the outcome of the chargeback resolution.

  
  In the event that ECART PAY does not receive the requested information or the submission is incomplete, incorrect, deficient, and/or delayed, the withholding made for the amount of the Chargebacks will be deducted from the settlement of your funds.

  
  Without prejudice to what is detailed in this section, it is informed that if you do not have funds to settle, you agree to pay the Chargebacks within 30 (thirty) calendar days following the notification to the bank account that ECART PAY will provide you for this purpose.

  
  ECART PAY reserves the right to withhold for investigation any payments it deems, at its sole discretion, to be or potentially be irregular operations or at risk of Chargeback.

  
  In addition to the preceding paragraph, ECART PAY may retain a certain percentage of the settlement of your funds for a period that could be at least 30 calendar days due to a detected risk, for which case, ECART PAY will provide you with prior notice.

• Responsibility for the Funds

  The User exempts ECART PAY from all liability for situations that may affect the banking, financial, and/or agents' entities where the funds of the accounts are deposited, as well as for political and economic situations that may arise in the country, which are beyond ECART PAY's control.

  
  In the mentioned cases, Users will not be able to impose any liability on ECART PAY, its affiliates or subsidiaries, controlling and/or controlled companies, nor demand the reimbursement of money or payment for lost profits, due to damages resulting from such situations nor due to unprocessed or rejected payment orders by the system, nor due to suspended or canceled accounts.

  
  You accept and commit to keep ECART PAY harmless from any claims made by a third party regarding the contractual relationships they acquire with you and the payments they make using the Services.

• Clarifications

  When you do not agree with any movement appearing in the respective Account Statement or in the movement status available on the Platform, you may submit a clarification request to ECART PAY within a timeframe of 30 (thirty) business days from the date the movement occurred.

  
  This clarification request may be made through the help portal of the Platform; the electronic help channels provided by ECART PAY and/or by email support@ecartpay.com

  
  Once your clarification request is received, ECART PAY will be obliged to acknowledge receipt and indicate the attention folio number of your clarification. ECART PAY will have a maximum period of 45 (forty-five) natural days or 180 (one hundred eighty) natural days when dealing with operations made abroad, to provide you with the corresponding opinion, attaching a simple copy of the document or evidence considered for issuing said opinion, as well as a detailed report responding to all facts contained in the request submitted.

  
  If the 30 (thirty) days mentioned in the first paragraph of this section elapse without you having made any clarification, it will be understood that you agree with the operations carried out and that the entries or concepts appearing in your account statements, and those recorded in ECART PAY's accounting will be deemed accepted by you and will have full evidentiary value.

• Returns and/or Cancellations

  You authorize ECART PAY to decrease the total value of the Transactions to deposit the corresponding amount when returns and/or cancellations occur, and these amounts will be deposited to the Card from which the charge was made. Returns or cancellations can only be made for the total amount charged to the Card.

  
  You are responsible for adequately informing your customers, at the time of the Transaction, of any limitations you may have for accepting the return of goods and, if applicable, you will strive to offer refunds upon receipt of the Transaction made to the Cardholder's account that has charged the Transaction and will strive to provide a receipt for the operation.

  
  ECART PAY will not refund the commissions generated by the Transactions made.

COMMISSIONS FOR THE SERVICE

For the use of the Services, you agree to pay ECART PAY the commission(s) that are generated plus the corresponding value-added tax for each operation and/or Transaction.

You expressly state that you understand and agree to the terms, conditions, amounts, and scope of the commissions you are obligated to cover, in such a way that you expressly authorize us to deduct from any amounts we must deliver to you the amount of the commission (or any other tax or fee that, in accordance with applicable law, must be withheld).

ECART PAY may unilaterally modify the commissions by notifying you 30 (thirty) natural days prior to the date on which they take effect. If you do not agree with such changes, you may terminate the contractual relationship without any liability by notifying at least 10 (ten) days in advance of the date on which the commission change takes effect.

PAYMENT MANAGEMENT SERVICE

• Regarding Payment

  ECART PAY, if applicable, may provide you with the secondary payment management service according to the instructions you provide us, in order to liquidate your funds on your behalf, using the Platform provided by ECART PAY.

  
  It is agreed that the requests for management or processing of payment requests that you duly complete will be governed by these general Terms.

  
  By completing a payment management request, you grant an irrevocable mandate to ECART PAY to pay, on your behalf, a certain sum of money concerning which the payment management request is completed, on your behalf, subject to the Terms of the payment management service.

  
  ECART PAY will not use the funds for purposes other than those instructed by you.

  
  ECART PAY reserves the right not to process those payment management requests that are incomplete or for which there are discrepancies between the data you provided and the data effectively entered in ECART PAY or because ECART PAY deems it necessary, without needing to justify its decision.

  
  ECART PAY will not verify the cause or obligation that gave rise to the payment instruction, nor the other circumstances related to the payment instruction.

  
  Since ECART PAY is unrelated to the obligation that gave rise to the payment management request, ECART PAY will not be responsible for or verify the causes, amount, or any other circumstances related to that request, as well as regarding the existence, quality, quantity, functioning, status, integrity, or legitimacy of the goods or Services you may have offered, acquired, or disposed of and paid for using ECART PAY.

  
  Payment instructions entered in a payment management request may only be made through the Platform, and no instruction submitted will be processed or deemed valid by any means not related to the Platform.

  
  ECART PAY will not be responsible for orders, instructions, payment management requests, and/or mistaken or incomplete payments caused by the incorrect entry of the information you provide.

  
  ECART PAY will not be responsible nor guarantee compliance with the obligations you have assumed with third parties concerning the payments to be made or collected through the Platform.

PATRIMONIAL MATERIAL

Unless specifically requested, we do not ask for or wish to receive any confidential, secret, or proprietary information, nor any other material from you through the Website, email, or any other means.

Any information, creative work, demonstration, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials you send us or present (including, but not limited to, those you present or submit to our chat groups, message boards, and/or our blogs, or send us by email) shall be considered non-confidential or secret and may be used by us in any way consistent with the Website.

By submitting or sending us materials, you: I. Represent the legitimacy of the materials presented, that no other person has any rights over them, and that any “moral rights” regarding the presented materials have been waived; II. Grant us or our affiliates, free, unrestricted, worldwide, irrevocable, non-exclusive, and fully transferable rights and licenses, which may be assigned and sublicensed, to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, execute, display, and incorporate into other works any of the materials presented in any form, medium, or technology now known or hereafter developed, including promotional and/or commercial purposes.

We cannot be responsible for retaining any material you provide and may delete or destroy any submitted material at any time.

PROPERTY RIGHTS

ECART PAY is the exclusive owner of all rights, title, and interests in and to the Website of all content (including, for example, audio, photographs, illustrations, graphics, other visual media, videos, copies, texts, software), codes, data, and materials thereof, the look and feel, design, and organization of the Website and the compilation of content, codes, data, and materials on it, including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights, and other intellectual property and proprietary rights thereof.

Your use of the Website does not grant you ownership of any of the content, codes, data, or materials to which you may access on or through the Website.

All software and content on the Website, including; HTML code, texts, animations, images etc., as well as trademarks, trade names, and/or distinguishing signs displayed, are the property of ECART PAY or third parties and are protected by national and international intellectual and industrial property laws.

Any use outside the Website, including reproduction, modification, distribution, transmission, re-publication, arrangement, or representation of any elements thereof, is strictly prohibited unless with the express written consent of ECART PAY.

PROHIBITED USE

Any distribution, publication, or commercial or promotional exploitation of the Website or any of the content, codes, data, or materials on the Website is strictly prohibited unless you have received prior written permission from authorized personnel of ECART PAY, or from any other rights holder.

Unless expressly permitted in these Terms, you may not download, report, expose, publish, copy, reproduce, distribute, transmit, modify, execute, disseminate, transfer, create derivative works from, sell or otherwise exploit any of the content, codes, data, or materials on or available through the Website.

You also agree not to alter, edit, delete, remove, or otherwise change the meaning or appearance of, or change the purpose of any of the content, codes, data, or materials on or available through the Website, including, without limitation, altering or removing any trademark, registered trademark, logo, service mark, or any other proprietary content or notice of proprietary rights.

You recognize that you acquire no ownership rights when downloading any copyright material or through the Website.

If you make any other use of the Platform or of the contents, codes, data, or materials located or available through it, unless as stipulated above, you may violate copyright laws and other laws of the United Mexican States and other countries, as well as other applicable laws and may be subject to legal liability for such unauthorized use.

TRADEMARKS

The trademarks, logos, service marks, registered trademarks (hereinafter “Trademarks”) displayed on the Website or in the content available through the Website are trademarks of ECART PAY, registered, unregistered, and others, and may not be used in connection with products and/or Services that are not related, associated, or sponsored by their rights holders and which may cause confusion to customers or in any way that demeans or discredits their rights holders.

Nothing in this content on the Website should be interpreted as granted, by implication, waiver, or otherwise, any license or right to use any trademark displayed on the Website without the written permission of ECART PAY or third parties that may own such trademark.

The misuse of trademarks displayed on the Website or through or in any of the Services of the Website is strictly prohibited.

NOTIFICATIONS

For the purposes of making timely notifications, ECART PAY designates the contact location stated at the beginning of these Terms. The email provided by you during the registration process on the Website will be used by ECART PAY to make notifications to you from the moment of contracting.

You are obliged to keep your data referenced in this section duly updated for the purposes of notifications.

All notifications made by ECART PAY will be considered validly made if they have been carried out using the correct and precise data, through the aforementioned means.

ECART PAY and its related companies will not be responsible for your actions that originate or relate to information contained in false emails or that appear to come from ECART PAY sent by third parties unrelated to ECART PAY or its related companies; nor will they respond for the damaging consequences of such actions, nor for the circulation of said false emails.

APPLICABLE LAW

By visiting ECART PAY, you agree that the laws of the United Mexican States, regardless of your domicile and conflict of laws, will govern these Terms, as well as any controversy of any kind that may arise between ECART PAY and/or its affiliates or subsidiaries and you.

CONTROVERSIES

Any controversy related in any way to your visit to ECART PAY will be submitted to alternative dispute resolution methods, except that, to the extent that you, in any way, have violated or threatened to violate ECART PAY's intellectual property rights, the latter may seek injunctive or other types of relief before the State or Federal Court in the State of Nuevo León, and you agree to submit to the exclusive jurisdiction of such courts.

POLICIES, MODIFICATION, AND SEVERABILITY OF THE WEBSITE

It is necessary to review our policies published on this Website. These policies will also govern your visit to any Platform in relation to ECART PAY. We reserve the right to make changes to our Website, policies, and these Terms at any time.

If any of the stipulations is found to be invalid, null, or for any reason unenforceable, such condition will be considered separate from the validity and applicability of any of the other conditions.

ECART PAY CAMPAIGNS

You agree to receive email campaigns/newsletters in order to provide you with information about promotions, new functionalities, important notices, and general information.