By signing up for an account on this website (www.miden.co), or any of our websites and/or services, you are deemed a merchant and agree to these Terms of Service (the "Agreement"). PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE SIGNING UP. If you do not agree to any or all of these Terms of Service, DO NOT USE THIS SITE!

Miden [DBA Tyrus Technology] ("we", "us" or "our") is a payment solution provider that facilitates online payment through its payment platform. We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis. We do not endorse, have control or assume the liability or legality for the products or services that are paid for with our Service. We do not guarantee any user's identity and cannot ensure that a buyer or seller will complete a transaction.

You agree that you are solely responsible for verifying the identities of your customers, ensuring that they are authorized to carry out the transactions on your platform and at physical retail locations, and determining their eligibility to purchase your products and services. You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide Miden with these information.

You may only process payments when authorized to do so by your customer. We will only process transactions that have been authorized by the applicable Card Network or card issuer. We do not guarantee or assume any liability for transactions authorized and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Miden may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.

You agree to pay us for the services we render as a payment gateway for your goods and services. The Fee will be calculated as demonstrated on the Pricing page on the website and can be calculated on the same page using the "little calculator" we provided. The Fee on our Pricing page is integral to and forms part of this Agreement. In addition, please note that the Fee is inclusive of Value Added Tax (VAT) as well as all charges and/or costs that may be assessed by our bank partners or processors for processing a transaction on your behalf. Accordingly, you undertake to reimburse Miden for such costs and/or charges incurred for each transaction processed on your behalf. We reserve the right to revise the Fee. In the event that we revise the Fee, we will notify you within 5 days of such change.

Subject to the terms of this Agreement, Miden will send to your designated bank or card settlement account ("Bank Account") all amounts settled and due to you from your transactions, minus our fees as stated in the Fee Schedule, any Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to Miden under this Agreement ("Payout"). If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank accounts and related information and you grant us permission to debit amounts due from your Bank Account. After transfer of funds is initiated to your Bank Account, we will update information on your Miden Dashboard to reflect settlement Information regarding your transactions that are processed and settled using Miden ("Transaction History") will be available to you when you login to your Miden Dashboard. While we will provide Transaction History in your Miden Dashboard, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Miden account as may be required for your business. Miden is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.

You authorize and instruct Miden to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. By accepting this Agreement, you further authorize Miden on how your transaction settlement funds should be disbursed to you as Payouts and the timing of such Payouts. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Miden pending settlement and Payout to your Bank Account. Settlement funds will be held in a deposit account at Miden's settlement bank pending Payouts to you in accordance with the terms of this contract. We may periodically make available to you information about pending settlements yet to be received from the Card Networks, and other applicable partners. Your authorizations will remain valid and be of full effect until your Miden Account is closed or terminated.

Miden is responsible for protecting the security of Payment Data including CHD in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorised access and accidental loss or modification. Although, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes. We will however take all reasonable and commercially achievable measures to address any security breach as soon as we become aware. You agree to use other procedures and controls provided by us and other measures that are appropriate for your business to reduce the risk of fraud. In the event that you suspect any fraudulent activity by a customer, you agree to notify Miden immediately and quit the delivery of the service. In addition, where we suspect that there have been frequent fraudulent transactions on your account, we reserve the right to cancel our service to you and/or your account.

You agree to notify us immediately any error is detected while reconciling transactions that have occurred using Miden. We will investigate and rectify the errors where verified. In the event that we notice any errors, we will also investigate and rectify such errors. Where we owe you money as a result of such errors, we will refund the amounts owed to you by a bank transfer to your Bank Account. If a transaction is erroneously processed through your platform, report to us immediately. We will investigate any such reports and attempt to rectify the errors by crediting or debiting your Bank Account as appropriate. Failure to notify us within 45 (forty-five) days of the occurrence of an error will be deemed a waiver of your rights to amounts that are owed to you due to an error.

A Chargeback usually happens when a customer files directly with or disputes through his or her credit or debit card issuer a payment on their bill. It may result in the reversal of a transaction. You may be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Card Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks. Where a Chargeback occurs, you are immediately liable for all claims, expenses, fines and liabilities we incur arising out of that Chargeback and agree that we may recover these amounts by debiting your Bank Account. Where these amounts are not recoverable through your Bank Account, you agree to pay all such amounts through any other means.

In our sole discretion, we may place a Reserve on a portion of your Payouts by holding for a certain period such a portion where we believe there is a high level of risk associated with your business. If we take such steps, we will provide you with the terms of the Reserve which may include the percentage of your Payouts to be held back, period of time and any other such restrictions that Miden may deem necessary. Where such terms are changed, we will notify you. You agree that you will remain liable for all obligations related to your transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments. To secure your performance of this Agreement, you grant Miden a legal claim to the funds held in the Reserve as a lien or security interest for amounts payable by you.

You agree that you are solely responsible for accepting and processing returns of your products and services. We are under no obligation to process returns of your products and services, or to respond to your customers' inquiries about returns of your products and services. You agree to submit all Refunds for returns of your products and services that were paid for through Miden to your customers in accordance with this Agreement and relevant Card Network Rules.

You may terminate this Agreement by closing your Miden Account. We may suspend your Miden Account and your access to Miden services and any funds, or terminate this Agreement, if; you do not comply with any of the provisions of this Agreement; we are required to do so by a Law; we are directed by the issuing financial institution; or where a suspicious or fraudulent transaction occurs.

You are independently responsible for complying with all applicable laws related to your use of our website and services. However, you agree not to use Miden services for illegal activities such as selling prohibited items, violating others' intellectual property rights, or engaging in high-risk activities. Furthermore, you agree not to engage in any activities that Miden deems inappropriate or as potentially detrimental to its reputation, including but not limited to; the use of fake or misleading contact information, making multiple false transactions, or attempting to evade Miden's monitoring systems. We may take appropriate action, including suspending or terminating your account, if we believe you are in violation of these terms.

You agree to indemnify and hold harmless Miden, its affiliates, and their respective officers, directors, employees, agents, and partners from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to; your use of Miden services; any transactions you make; or any breach of this Agreement.

Any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Miden is incorporated, without regard to its conflict of laws principles. You agree to submit to the jurisdiction of the courts located in the same jurisdiction and agree that any claims or disputes must be brought within one year from the date the dispute arises.

We reserve the right to make changes to this Agreement at any time and will provide notice of such changes in a manner deemed appropriate by Miden. Your continued use of Miden services after the effective date of any changes constitutes acceptance of the revised Agreement.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Miden Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Miden's Party's liability shall be the minimum permitted under such applicable law. Indemnity You agree to defend, indemnify, and hold Miden, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Agreement.

We may need to update, modify or amend our Merchant Terms of Service as our technology evolves. We reserve the right to make changes to this Merchant Terms of Service at any time by giving notice to users on this page. We advise that you check this page often, referring to the date of the last modification on the page. If you have any objection to any of the changes to this Merchant Terms of Service, you must cease using our website and/or services immediately. Applicable Law These Terms of Use shall be interpreted and governed by the laws currently in force in the state of Delaware USA.

If any portion of these Terms of Use is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.

You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or subcontracting any of your rights or obligations under these Terms of Use to any third party is prohibited. We reserve the right to transfer, assign or subcontract the benefit of the whole or part of any rights or obligations under these Terms of Use to any third party.