Lynx Network Rules

1. Overview of the LYNX Network and Rules

Lynx Global Digital Finance Inc., (together individually or collectively with its subsidiaries and affiliated companies – “LYNX”, “we”, “our” or “us“) operate the LYNX Network.

The LYNX Network (the “Network”) enables global payment providers  (“Network Partners”) with the ability to integrate and participate in the Network for the purpose of providing their payment services to users of the network. Users can be both individuals or entities that are transacting using the various payment methods of the LYNX Network, including both businesses and Network Partners.

LYNX engages a range of Network Partners across the globe who provide cash services, electronic wallet services, debit and credit card issuing and acquiring, bank transfers, balance management, and other locally preferred forms of payments.

Within the LYNX Network, LYNX provides the capabilities to enable payments, including the technology that connects users with Network Partners, such that users can perform the following services (the “Network Services”):

    • Transfer funds to other parties for the purchase of goods and services,
    • Collect payment for goods and services,
    • Transfer or disburse funds between individuals or corporate entities,
    • Hold funds for purposes of later redistribution,
    • Issue payment instruments to enable payment acceptance on other networks,
    • Verify user identity and compliance status, and
    • Monitor transactions, users, and devices for fraudulent behavior.

To support the quality and maintenance of the LYNX Network, LYNX has established these rules (the “LYNX Network Rules”) designed to minimize risks and provide a common, convenient, secure, compliant, and reliable payment experience for all participants of the network. The LYNX Network Rules are established and modified by LYNX and represent a binding contract between LYNX and the network participants.

The intent of the LYNX Network Rules is to uphold the safety, security, soundness, integrity, and interoperability of the LYNX Network and to outline the principles regarding the rights and responsibilities of all parties to the LYNX Network and between one another.

2. Structure of the LYNX Network Rules

The LYNX Network Rules consist of this document, together with the Data Processing Addendum.

3. Applicability of LYNX Rules

All participants in the LYNX Network are subject to and bound by the LYNX Network Rules including end users and Network Partners.

Any use of or participation in the LYNX Network not covered in the LYNX Network Rules will be governed by applicable participation agreements and associated documentation.

4. Applicable Laws and Conflicts

Each LYNX Network Partner must comply with all Applicable Law including, but not limited to, laws and regulations regarding banking, financial institutions, payment systems, foreign currency exchange, money transmission, anti-money laundering, counter-terrorist financing, sanctions (such as those administered by the US Department of the Treasury’s Office of Foreign Assets Control) or national equivalents in the Partner’s jurisdiction, privacy and security, consumer protection, and trademarks and copyright.

Each LYNX Network Partner is also responsible for ensuring that any of its affiliates, third party agents, and any other of its designated agents participating in the LYNX Network comply with all Applicable Law, including licensing requirements. Each LYNX Network Partner is encouraged to consult with their own legal counsel to ensure that it is in full compliance with all Applicable Laws.

In the event of any conflict between the LYNX Rules and any Applicable Law, the requirements of the Applicable Law shall govern. Every LYNX Network Partner must promptly inform LYNX should they become disabled for any reason to engage in the LYNX Network in accordance with both the LYNX Rules and Applicable Law.

5. Partners in the LYNX Network

LYNX authorizes Payment Infrastructure Partners, Banks, Gateways, ISO’s, and Payment Facilitators that meet LYNX’s criteria for participation to join the LYNX Network as a Network Partner.

Payment Infrastructure Partners are parties that help facilitate legal money movements and can take the form of:

    • ATM Networks, Banks,
    • Bill payment networks,
    • Card and Payment Schemes,
    • Card Issuers,
    • Cash Exchange providers,
    • eMoney providers,
    • eWallet and Stored Value providers,
    • Foreign Exchange specialists,
    • Mobile Money schemes,
    • Money Transmitters,
    • Network Payment Switch providers
    • Non-Bank Financial Institution Agent Networks,
    • Non-Bank Financial Institutions,
    • Payment Gateways,
    • Self-Service Kiosks providers, and
    • Other Payment Facilitators.

6. LYNX Network Partner Onboarding Process

LYNX conducts initial and ongoing onboarding due diligence (known as Know Your Business “KYB”) of potential LYNX Network Partners, which includes the collection of information regarding a potential partner’s regulatory licenses and/or registrations, and its compliance programs, risk programs, and general security and other set up regardless of whether they are engaged in funds movement and/or other tasks within the LYNX Network.

Supporting documentation must be provided during this onboarding process. LYNX reviews these documents for adherence to these Rules, and regulatory and legal obligations where applicable.

7. Use of Agents

LYNX Network Partners may choose to use agents to perform their responsibilities under these Rules subject to the following requirements:

Each agent must have a direct written contract with a Network Partner to perform services on its behalf. Use of agents must be legal and compliant in the local jurisdiction and consistent with the Network Partner’s license requirements. A Network Partner must communicate the use of an agent to LYNX before the performance of any contracted services or transaction activity by the agent. LYNX may reject the use of a Third-Party Agent at any time, with or without cause. If a Network Partner fails to meet its responsibilities regarding the use of agents, the Network Partner will remain liable.

8. LYNX Network Partner Obligations

LYNX Network Partners are expected to provide secure and safe means to facilitate the flow of funds within the Network, maintain all required licenses to provide services they offer to the Network, and ensure the network can operate in a compliant and low-risk manner as specified below:

a. Transaction Notification Obligations

LYNX will send a push notification via an API to the Network Partner or provide the Network Partner a “webhook” or other automated monitoring interface, in real-time, when a user accesses funds held by the Network Partner for payment, or requests movement of funds. Network Partners are obliged to receive and promptly process these notifications, or

if a Network Partner is unable to receive API notifications or webhooks, request LYNX to provide a batch settlement report to the Network Partner at the end of every day.

When a user requests movement of funds via a Network Partner, or to access balances or other services managed by the Network Partner, the partner is obliged to send LYNX a push notification via API, a webhook, or a pre-agreed batch format to promptly notify LYNX of the user action and its status.

b. Settlement Obligations

The Network operates on a “good funds” basis, meaning when LYNX or a Network Participant informs the other that funds have been received, that party is obligated to settle the funds within the prescribed period, unless the transaction is subsequently canceled, reversed, or deemed fraudulent, and the other party promptly notified.

For settlement, LYNX and each of the Network Partners will provide each other with settlement account information so that funds can be reconciled each day and maintain up to date payment accounts in agreed jurisdictions so that financial obligations can be efficiently met, and funds exchanged.

Settlements may take place either directly from LYNX to Merchant or indirectly through a third Party within the LYNX Network. If Settlements are routed through Network Participants, Merchant may be subjected to the Network Partner’s due diligence review and terms and conditions.

If services are provided on a cross-border basis, then the Network Partner will settle fund to LYNX under pre-agreed terms and to the appropriate jurisdiction, and Merchants recognize and agrees that FX management fees may apply, along with additional regulations and due diligence requirements.

c. Reserve Account

LYNX may require a Network Partner to hold a deposit or “rolling reserve” with LYNX to protect the LYNX Network against fraud. LYNX will calculate a reserve based on a variety of risk factors including user profiles, transaction characteristics, and expected fraud rates.

d. Risk Management Obligations

LYNX is committed to working with Network Partners to identify and mitigate risks associated with the use of the LYNX Network. Network Partners are required to maintain suitable risk management programs, including mitigation of: stolen financial information, account takeover, collusion, and other forms of financial fraud that may create risk for the LYNX Network.

e. Anti-Money Laundering / Counter Terrorist Financing (AML/CTF) Obligations

To help government(s) fight the funding of terrorism and money laundering activities, various laws require LYNX and its affiliates to obtain, verify, and record information that identifies each person(s) who opens an account(s), or has a non-account relationship, or service agreement.

To the extent that Merchants or Network Partners fail to provide or to consent to providing any such information, that failure shall be grounds for LYNX to not open an account or enter into or a non-account relationship or service agreement. LYNX will close or terminate Merchant’s accounts, or sever a non-account relationship or service agreement, if LYNX or its Network Partner knows, suspects, or has reason to suspect that the relationship is causing or attempting to cause LYNX to:

  • Transact in illicit activity;
  • Transact activity with a Government(s) sanctioned person or vessel;
  • Transact activity with a Government(s) sanctioned country;
  • Fail to file a currency transaction report;
  • Fail to file a report of international transportation of currency or monetary instruments;
  • File an inaccurate and/or misleading report;
  • Not to file a report or seize funds on an account; and
  • Structure or attempt to structure large transactions into several smaller transactions in an attempt to avoid regulatory compliance reporting.

 

Where Network Partners are subject to such laws in their Jurisdiction, Network Partners must implement and maintain an anti-money laundering / counter terrorist financing (“AML/CTF”) program, including policies, procedures, and controls that are reasonably designed to prevent the use of the LYNX Network to facilitate money laundering or the financing of terrorist activities.

Such policies, procedures, and controls shall include, at a minimum:

  • For transactions occurring within the U.S., compliance with U.S. sanctions programs, which require:
    • Scans against the Specially Designated Nationals and Blocked Persons List (the “SDN List”) issued by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), at the time the relationship is established and on an ongoing basis.
    • Immediate termination of any LYNX Network activity with a person found to be on the SDN List; and
    • No Network activity conducted directly or indirectly with a country subject to OFAC sanctions, or with the government of such a country;
  • For transactions occurring outside of the U.S., compliance with the applicable laws of the jurisdiction in which a Network Partner is operating, including:
    • Know Your Customer (KYC) programs,
    • Sanctions screening against broadly accepted screening lists,
    • Ongoing transaction monitoring and suspicious activity reporting programs, and
    • Compliance with international best practices as set by FATF and other relevant organizations.

LYNX has exclusive authority to review such programs and their implementation in order to determine at any time whether a Network Partner is in compliance with these requirements, and to ensure that the implementation of these programs does not result in material changes or inconsistencies in the LYNX Network experience. Each Network Partner must cooperate with periodic reviews and any other efforts undertaken by LYNX to evaluate such Network Partners compliance with the AML/CTF requirements and the effects of program implementation on the LYNX Network experience. As part of a periodic review, LYNX may subject a Network Partner to enhanced due diligence (EDD) procedures which may include on-site examinations and/or the use of a third-party reviewer. Any such examination is at the expense of the Network Partner, and a copy of the examination results must be provided promptly to LYNX upon request.

In addition to KYC and AML/CTF programs executed by Network Partners, they must also provide LYNX with adequate transactional metadata to enable LYNX to effectively execute its own obligations for KYC, AML/CTF, Screening, and Transaction Monitoring. Where such data is not provided or is deemed by LYNX to be incomplete or insufficient, LYNX may block transactions or Partners or request additional data from a Network Partner.

If LYNX determines that a Network Partner has failed to comply with these Network Rules, LYNX may impose conditions on or require additional actions of the Network Partner to prevent possible money laundering or financing of terrorist activities. These actions may include, but are not limited to, the following:

  1. Blocking or reversal of payment transactions and / or users;
  2. Implementation of additional policies, procedures, or controls;
  3. Termination of an agent agreement;
  4. Termination of Network Partner in the LYNX ecosystem;
  5. Non-compliance assessments; or
  6. Other action that LYNX in its sole discretion determines to take with respect to the Network Partner or the Network Partner’s designated agent.

f. Use of LYNX Capabilities for Network Partner Compliance

The Network provides certain capabilities to assist Network Partners in gathering or assessing data in service of their obligations under AML/CTF Laws, money transmission laws and Privacy laws that LYNX may make available to Network Partners upon request and mutual agreement.

Network Partners use of such capabilities will, however, not shift liability for any of the legal responsibilities related to such laws to LYNX; instead, the Network Partner remains liable for fulfilling its respective legal obligations in the jurisdictions that it operates in at all times.

g. Fraud Management Obligations

A Network Partner must immediately report any fraudulent activity or other criminal risk activity to LYNX by email and provide any related pertinent information. A Network Partner must promptly cooperate with LYNX to investigate the matter and mitigate any harm or risk.

In addition to reporting, Network Partners are expected to block transactions they suspect of being fraudulent, criminal, or otherwise in violation of the network rules, even before transactions are reported.

A Network Partner must monitor any transactions flowing through their systems for suspicious activity, in addition to monitoring any Merchants or other users the partner onboards, or otherwise enables the Network, for suspicious activity.

This monitoring includes, but is not limited to, monitoring transactions for:

  • High velocity,
  • High load or transaction value,
    High aggregate value,
  • Suspicious withdrawals,
  • Suspicious sending and receiving of transactions, and
  • Other contextual factors that make a transaction abnormal or suspicious.

In addition, Network Partners are obliged to monitor for patterns of behavior that may later be claimed to be unauthorized by a user or where fraud may otherwise be asserted, including but not limited to:

  1. A user may provide their mobile device or LYNX Network credentials to a friend or acquaintance and claim that they initiated a transaction that was unauthorized (i.e., “friendly fraud”) (UNAUTH)
  2. A user may be using a funding source that is not their own and that they do not have the correct authorization to use (i.e., “stolen financials”) (SF)
  3. A user may be dis-satisfied with the goods purchased or service provided and wish to indicate the goods were not “significantly not as described” (SNAD)
  4. A user may claim that good ordered were not delivered and an “item [was] not received” (INR)

In the event of UNAUTH or SF claims, the user will bear any cost of loss, unless otherwise protected by a buyer protection or dispute resolution mechanism provided by their payment instrument.

For SNAD and INR claims, losses that can reasonably be attributed to a Network Partner providing services will be borne by the Network Partner or the merchant.

h. Confidentiality Obligations

A Network Partner must maintain confidentiality at all times as well as store and handle confidential information in such a way as to prevent unauthorized disclosure. The Network Partner must also take reasonable measures to protect confidential information and treat it with at least the degree of care with which a Network Partner treats its own confidential and proprietary information.

A Network Partner must also be compliant with:

  • PCI-DSS, where card payments are being processed,
  • Local data privacy rules (e.g., Europe’s GDPR regulations), and
  • Local on-soil data processing obligations.

LYNX and its subsidiaries will not use or disclose confidential information to third parties, other than for use or disclosure in the ordinary course of business to provide services to a Network Partner, including, but not limited to, all of the following:

  • Completing a transaction;
  • Risk and compliance controls;
  • Dispute resolution;
  • Use or disclosure with consent of the user; or
  • Other use or disclosure that is in accordance with Applicable Law.

i. Merchant Onboarding and KYB Obligations

In order to enable LYNX to comply with anti-terrorism, financial services and other applicable laws and regulations and KYB (‘Know Your Business) requirements imposed by applicable law, Merchants must provide information about themself, their activities, and their shareholders.

In addition, Merchant’s must:

  • Unconditionally warrant all information provided is correct and up to date.
  • Provide at least three business days prior written notice of any change of the information, or at least as soon as practically possible.
  • Upon first request provide such additional information and supporting documentation regarding its identity and that of its shareholders and activities as LYNX may reasonably determine to need to ensure compliance with applicable laws and regulations,
  • Agree that LYNX may run further checks on Merchant’s identity, creditworthiness, and background by contracting and consulting relevant registries and government authorities, and
  • Acknowledge and agree that Merchant may also be subject to LYNX’s Network Participants’ compliance and regulatory requirements and the provision of the Services by LYNX is subject to the fulfillment of such requirements.

LYNX or its Network Partners will only activate the Services for Merchant (‘go live’) if the applicable Know Your Business requirements are fulfilled. In the event that the applicable requirements are not fulfilled prior to activating the Services (‘go live’) then, the Services shall immediately terminate upon written notice by LYNX to Merchant stating such cause for termination.

j. Acceptable Use Policy

A Network Partner must not use the LYNX Network in any manner that may bring the LYNX-Owned Marks or LYNX or its affiliates into disrepute or engage in or facilitate any activity or service that is deemed prohibited or restricted.   Activities marked as prohibited are strictly forbidden, while activities marked as restricted require prior notification and pre-approval from LYNX’s Compliance team.

k. Compliance with Third Party Network Rules

In addition to rules of the Network, users and Network Partners agree to abide by the rules of other payment networks whose forms of payment or other capabilities are being used, including but not limited to:

  • NACHA for use of the ACH networks in the United States (see below)
  • AliPay for use of the AliPay payment method
  • WeChat Pay for use of the WeChat Pay payment method, and
  • Other rules of the applicable payment methods and services.

9. Roles LYNX May Play in Network

In order to facilitate transactions on the Network, the participants recognized that LYNX may play suitable roles including acting as:

  • Technology Processor to relay transaction instructions between licensed payments entities,
  • Merchant of Record (MOR) for settlement of transactions from Payment Schemes and other Network Partners to sub-merchants,
  • Master Merchant  for settlement of transactions from Payment Schemes and other Network Partners to sub-merchants,
  • Payment Facilitator (PayFac) for collection of funds on behalf of one or multiple merchants,
  • Aggregator for collection of funds across multiple merchants and marketplace models,
  • Collections Agent to receive funds for settlement on behalf of a Merchant or Network Partner, or

Settlement Agent to convey funds due to a Merchant or Network Partner.

10. LYNX Ownership of Intellectual Property

A Network Partner in the LYNX Network must recognize LYNX’s ownership of its intellectual property (IP), including the LYNX name, LYNX Marks, and LYNX technology, and agree to protect these ownership rights and the integrity of the Marks by complying with the applicable LYNX Network Rules in all activities.

A Network Partner does not have any property or other right, claim, or interest, including any patent right, Trade Secret right, or Copyright interest, in any systems, processes, equipment, software, data, or materials that LYNX or its subsidiaries use in connection with the LYNX Network, except for Network Partner supplied data or equipment.

Network Partners acknowledge the proprietary rights of LYNX and that unauthorized or inappropriate use of the LYNX-Owned Marks may cause LYNX irreparable damage or injury. LYNX has the full authority to enforce all LYNX rules governing Network Partners and other entities that use the LYNX-Owned Marks.

General Use of Marks

A Network Partner must use the LYNX-Owned Marks, including associated elements, only for the following:

  • To denote or promote the LYNX Network, offers, sponsorships, services, processing, or acceptance; or
  • To promote a Network Partners participation in the LYNX Network.

Ownership of LYNX-Owned Marks

A Network Partner must not state or imply that it is the exclusive owner or provider of any LYNX-Owned Mark, except as otherwise permitted in the LYNX Network Rules.

LYNX Endorsement of Goods/Services

A Network Partner must not use any of the LYNX-Owned Marks to indicate that LYNX endorses, is identified with, or sponsors goods or services other than those of LYNX.

Prohibition of Marks Infringement and Brand Denigration

A Network Partners participation in the LYNX Network using any Mark(s) of the LYNX Network must not contain any matter that would tend to infringe, dilute, degrade, or denigrate any of the LYNX-Owned Marks, LYNX products, LYNX services, or any other Network Partner, or impair the reputation or goodwill of LYNX or the goodwill associated with the Marks.

Infringement Proceedings Regarding the LYNX-Owned Marks

Unless LYNX grants express consent, LYNX reserves the sole right to initiate infringement proceedings or other challenges involving any use of the LYNX-Owned Marks.

11. LYNX Right to Monitor, Audit, Inspect, and Investigate

Upon reasonable notice at a date and time mutually agreed to by LYNX and a Network Partner, LYNX may, either itself or through an agent, investigate, review, audit, or inspect a Network Partner, or the Network Partner’s agents, including by inspecting the premises and audit the books, records, and procedures related to the LYNX Network Rules of the Network Partner or its agent, to ensure that it is complying with the LYNX Network Rules.

A Network Partner must cooperate fully, and ensure that its agent cooperates fully, with LYNX in any such investigation, inspection, audit, or review. This cooperation includes providing access to the premises and to all pertinent records and releasing any information to LYNX upon request.

A Network Partner shall also cooperate with, and submit to, any examination, inquiry, audit, information request, site visit or equivalent, which may be required by any Regulatory Authority or as required by Applicable Law. A Network Partner shall ensure that each of its agents comply with the foregoing requirements.

Investigation Response Requirement

A Network Partner must respond to and provide information requested by LYNX for a LYNX Network Rules violation that is under investigation. The Network Partner must submit its response and information, within the time period specified by email or other electronic delivery method. The Notification response is effective when posted, sent, or transmitted by the Network Partner or its agent to LYNX.

12. Right to Impose Conditions on LYNX Product or LYNX Service Participation

Participation in the LYNX Network is at the discretion of LYNX, which may limit or impose conditions on its use, and may discontinue the service or product at any time.