Terms of Service

4.1. To use the Services, the Business must be legally permitted to conduct its business in the jurisdiction, and the individual accepting these Terms on the Business’s behalf must be at least eighteen (18) years old and duly authorised to bind the Business.

4.2. Cray may conduct identity verification, sanctions screening, and other compliance checks directly or through Third-Party Providers, and may decline or delay onboarding pending completion of such checks.

4.3. The Business is responsible for maintaining the confidentiality of its account credentials and API keys, and for all activity occurring under its account, whether or not authorised. The Business must notify Cray immediately upon becoming aware of any unauthorised access.

5.1. Payment Platform. Cray provides Businesses with a platform to accept stablecoins, generate invoices and payment links, access transaction reporting and reconciliation tools, and integrate with Cray’s APIs and webhooks.

5.2. Non-Custodial Wallet. Upon successful registration, Cray provides the Business with a Non-Custodial Wallet.

5.3. Third-Party Dependencies. Certain functions, including AML screening and fiat off-ramping, are provided through Third-Party Providers.

5.4. Service Availability. Not all features of the Services are available in all jurisdictions or to all Businesses. Cray may add, modify, suspend, or discontinue any feature of the Services at its discretion, including for legal, risk, security, or operational reasons, and will provide reasonable advance notice of material changes where practicable.

5.5 Global Customer Base. While Cray operates in and is governed by the laws of the United Arab Emirates, the Business may receive payments through Cray from end users or entities located anywhere in the world, subject to applicable laws and prohibited use restrictions set elsewhere in these Terms.

6.1. Subscription Model. The Services are provided on a subscription basis. Each Business shall pay: (a) a recurring Subscription Fee, and (b) a Transaction Volume Fee calculated by reference to the value of transactions processed through the Business’s account, each as set out in Schedule A to these Terms. Cray may offer different plans with different Fee structures; the plan and rates applicable to a given Business are as confirmed to that Business during onboarding or on its dashboard, and are deemed to amend Schedule A as it applies to that Business.

6.2. Billing Cycle. Fees accrue on a rolling basis throughout each Billing Cycle and are invoiced in arrears at the end of each calendar month. The monthly invoice will reflect the Subscription Fee for that month plus the Transaction Volume Fee calculated on the Business’s total processed transaction volume during that month.

6.3. Payment Obligation. The Business shall pay each monthly invoice in full, using the Cray app or the payment method on file or by such other means as Cray may specify, within thirty (30) days of the invoice date (the “Due Date”), unless a different payment period is agreed in writing. It is the Business’s responsibility to ensure timely payment of all Fees every month for as long as the Business continues to use the Services.

6.5. Suspension or termination for non-payment does not relieve the Business of its obligation to pay all Fees accrued up to and including the date of suspension or termination.

6.6. Taxes. All Fees are exclusive of applicable taxes, duties, and levies (including VAT/GST and withholding tax), which are the Business’s responsibility, except for taxes on Cray’s net income.

6.7. Fee Changes. Cray may revise the Fees set out in Schedule A, or introduce new pricing plans, upon at least thirty (30) days’ prior notice, posted on the dashboard or sent by email. Continued use of the Services after the effective date of a Fee change constitutes acceptance of the revised Schedule A.

7.1. The Business retains sole and exclusive control over, and responsibility for, all Business Funds received, held, or transferred through the non-Custodial Wallet, including other Services provided. What the Business does with its funds — including how it deploys, invests, transfers, converts, or otherwise uses such funds after receipt — is entirely at the Business’s discretion and is outside the scope of Cray’s services and responsibility. Cray does not direct, monitor, or control the Business’s downstream use of funds, and does not act as the Business’s agent, trustee, or fiduciary in respect of such funds.

7.2. The Business is responsible for ensuring that its business activities, its use of the Services, and its handling of Business Funds comply with Applicable Law to the extent applicable to the Business, including applicable anti-money laundering, counter-terrorist financing, sanctions, consumer protection, and tax requirements in the jurisdictions in which it operates or serves customers. The Business shall provide reasonable cooperation and information as may be required to support compliance with Applicable Law in connection with its use of the Services.

7.3. A breach of this Section 7 is a material breach of these Terms and may result in immediate suspension or termination of the Business’s account under Section 13, reporting to competent authorities, and indemnification of Cray under Section 12.

8.1. Independent Accessibility. The Business will have exclusive access to the private keys controlling the Non-Custodial Wallet. The Business can continue to access, control and use the wallet outside of Cray through any compatible third-party wallet software, if the need arises. The Business will be able to access and control the Non-Custodial Wallet, using its private keys and any compatible third-party wallet software, even if Cray suspends the Services or terminates the Business’s account. Cray’s dashboard and related tooling may, however, no longer be available to interact with the wallet in such circumstances.

8.2. Custody & Recovery. Cray does not hold or have access to the Business’s private keys, and can’t directly recover, restore, freeze, reverse, or otherwise act upon the assets held in the Business’s Non-Custodial Wallet. Any recovery service will be provided by, and remains the responsibility of, the relevant third-party provider, subject to that provider’s terms and conditions.

8.3. Blockchain Risk. The Business acknowledges that blockchain transactions are generally irreversible, that transaction confirmation times and network fees are outside Cray’s control, and that Cray is not responsible for losses or delays arising from network congestion, forks, protocol failures, incorrect wallet addresses supplied by the Business, or third-party smart-contract vulnerabilities.

9.1. Cray relies on independent Third-Party Providers to deliver certain components of the Services, including wallet management, AML and sanctions screening, identity verification, and the conversion or off-ramping of digital assets into fiat currency (and vice versa). Cray does not itself perform these functions and does not control the systems, decisions, or operations of its Third-Party Providers.

9.2. Business Acceptance of Third-Party Terms. Where the Business’s use of the Services involves a Third-Party Provider, it is deemed that the Business has accepted that provider’s own terms of service, privacy policy, and any applicable disclosures. By using the affected features of the Services, the Business agrees to comply with Third-Party Provider terms, which are incorporated into these Terms by reference.

9.3. No Liability for Third-Party Acts. Cray facilitates the Business’s access to Third-Party Providers as a convenience and does not warrant, guarantee, or assume responsibility for their acts, omissions, errors, delays, service interruptions, fee changes, policy changes, insolvency, or failure to perform. The Third-Party Provider remains responsible or liable for any loss, delay, denial of service, account restriction, or other issue arising from or relating to the Third-Party Provider’s services. Cray may assist the Business in communicating with the Third-Party Provider and seeking to resolve such issues. However, the relevant Third-Party Provider remains responsible for the service and any final decision or resolution remains subject to its terms and policies.

9.4. Cray may change, add, or remove Third-Party Providers at its discretion and will use reasonable efforts to notify Businesses of material changes that affect their use of the Services.

11.1. The Business represents and warrants, on a continuing basis, that: (a) it is validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it holds all licences, permits, and approvals required to operate its business and to use the Services; (c) all information it provides to Cray, including KYB/KYC information, is true, accurate, and complete; (d) it will not use the Services in violation of Section 7 or Section 10; (e) its use of the Services will not expose Cray to undue legal, regulatory, or reputational risk; and (f) it is not located in, incorporated in, or a resident of any jurisdiction subject to comprehensive sanctions, and is not listed on any sanctions or restricted-party list maintained by the United Nations, the United States (OFAC), the European Union, the United Kingdom, or the United Arab Emirates.

11.2.Except as expressly stated in these Terms, the Services are provided on an “as is” and “as available” basis, and Cray disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Applicable Law.

12.1. Cray retains all rights, title, and interest in the Services, including the platform, software, APIs, documentation, and all associated trademarks and logos. Subject to compliance with these Terms, Cray grants the Business a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended business purpose.

12.2. The Business retains ownership of its own trademarks, logos, and content, and grants Cray a non-exclusive, royalty-free license to use the Business’s name, logos, trademarks, and content, including but not limited to its physical stores, products, services, videos, ecommerce and other websites, apps and any other materials, assets, or information made available by the Business in connection with the Services. Cray may use such content and information to provide the Services and for marketing, promotional and advertising purposes, including but not limited to Cray’s website, social media, case studies, and press or investor communications.

12.3 The Business may withdraw this consent at any time by written notice to Cray, provided that withdrawal does not require Cray to remove materials already published or distributed prior to receipt of such notice.

13.1. Each party shall keep confidential the other party’s non-public business, technical, and financial information, and shall use it solely to perform its obligations under these Terms, except where disclosure is required by Applicable Law or a competent authority.

13.2. Cray shall process personal data in accordance with its Privacy Policy and Applicable Data Protection Laws. The Business is responsible for ensuring it has a lawful basis to share any personal data of its own customers with Cray and its Third-Party Providers.

14.1. Exclusion of Indirect Losses. To the maximum extent permitted by Applicable Law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, arising out of or in connection with these Terms, even if advised of the possibility of such damages.

14.2. No Liability for Business’s Use of Funds or Third Parties. For the avoidance of doubt, Cray shall have no liability whatsoever for: (a) the Business’s use, deployment, investment, or disposition of Business Funds, which remains entirely the Business’s responsibility under Section 7; (b) any loss arising from the Business’s failure to safeguard its Non-Custodial Wallet credentials under Section 3; or (c) any act, omission, error, or failure of a Third-Party Provider under Section 9.

14.3. Indemnification. The Business shall indemnify, defend, and hold harmless Cray, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, fines, penalties, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Business’s breach of these Terms, including Section 7 or Section 10; (b) the Business’s violation of Applicable Law; (c) the Business’s use or misuse of Business Funds, the Non-Custodial Wallet, or any Third-Party Provider; or (d) any claim brought by the Business’s own customers or counterparties.

15.1. These Terms commence when the Business first accepts them and continue until terminated in accordance with this Section.

15.2. Either party may terminate these Terms for convenience upon thirty (30) days’ written notice to the other party.

15.3. Cray may suspend or terminate the Business’s access to the Services immediately, without prior notice, if: (a) the Business fails to pay any Fees when due, as set out in Section 6; (b) the Business breaches Section 7 or Section 10; (c) Cray reasonably suspects fraud, money laundering, or other unlawful activity; (d) required to do so by Applicable Law or a competent authority; or (e) continuing to provide the Services would expose Cray to material legal, regulatory, or reputational risk.

15.4. Termination does not affect any rights or obligations accrued before the effective date, including outstanding payment obligations. Sections 6 through 14, and any other provision that by its nature should survive, will survive termination.

15.5. Because the Non-Custodial Wallet is not controlled by Cray, termination of these Terms or cessation of Cray’s business does not affect the Business’s ability to access the Non-Custodial Wallet directly using its own private keys.

18.1. Amendments. Cray may update these Terms from time to time by posting the revised version on its website or dashboard and updating the “Last Updated” date. Material changes will be notified at least fifteen (15) days in advance where practicable. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

18.2. Assignment. The Business may not assign or transfer these Terms without Cray’s prior written consent. Cray may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

18.3. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.4. No Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

18.5. Entire Agreement. These Terms, including Schedule A, together with the Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions or agreements on the same subject matter.

18.6. Notices. Notices under these Terms shall be delivered by email to the address on file or posted on the Business dashboard, and are deemed received when sent.

18.7. Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship between Cray and the Business. The parties are independent contractors.