Pangea Pay — Terms of Use

A. Acceptance of these Terms

By Subscribing to Pangea Pay Services, you acknowledge and agree that you will be bound by and will comply with these Pangea Pay Service terms ("Terms"), as updated and amended from time to time. By accessing and/or using the Pangea Pay Services, you agree that you have read and understood these Terms, together with any additional documents or terms referred to in these Terms. If you do not understand and accept these Terms in their entirety, you should not use the Pangea Pay Services.

B. Scope of these Terms

These terms specifically govern your access to and use of the Pangea Pay service and any ancillary services made available by Pangea ("Pangea Pay Services") in accordance with these Terms.

Pangea may make changes to these Terms (or any terms or information incorporated by reference) at any time in accordance with the provisions of these Terms.

Users in selected territories and jurisdictions may have separate terms and conditions applicable to them, which will be published, incorporated and updated by us from time to time. We reserve the right to amend or modify any of the features and/or services available in the Pangea Pay Services, as necessary and appropriate, and at our sole discretion, to comply with the Applicable Law.

C. Eligibility

We reserve the right to determine at our sole and absolute discretion from time to time, the markets and jurisdictions in which to provide the Pangea Pay Services, and may restrict or refuse in our sole and absolute discretion at any time without notice, the provision of the Pangea Pay Services in certain countries or regions (including but not limited to situations where such restrictions are required to ensure compliance with Applicable Laws).

In order to be eligible to use the Pangea Pay Services you represent to us that you are at least 18 years old and that you are lawfully able to enter into contracts.

If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

In addition, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties by the Applicable Law, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority.

You are solely responsible for ensuring that your use of the Pangea Pay Services complies with all applicable laws and regulations in your jurisdiction. Pangea makes no representations or warranties regarding the legality of your use of the Pangea Pay Services in any particular jurisdiction, and you acknowledge that it is your responsibility to ensure compliance with local laws before using the Services.

D. Features of the Pangea Pay Services

The Pangea Pay Services permits you to:

Fund your Pangea Account by sending fiat currency via Pix, with immediate conversion of the sent amount into digital assets ("Funding" or "On-ramp Process");
Transfer Digital Assets to another user and/or Merchant of the Pangea Pay Services;
Receive Digital Assets from another user and/or Merchant of the Pangea Pay Services; and
Withdraw of funds, through the conversion of digital assets to fiat currency and the transfer, via Pix, of the corresponding amount to the designated bank account ("Withdrawing" or Off-ramp Process").

Pangea is not responsible for any losses incurred as a result of transactions made to or from external third-party wallets. Users are solely responsible for ensuring the accuracy of the wallet addresses and for verifying the security and integrity of any third-party wallet services they choose to use in connection with the Pangea Pay Services.

To use the Pangea Pay Services, your Pangea Account needs to be funded. You may fund your Pangea Account either by the Funding process described in clause 11, by transferring Digital Assets from other third party wallets to your Pangea Account or any other methods permitted by us.

Sending and Receiving Digital Assets via the Pangea Pay Services: You may send and/or receive Digital Assets using the Pangea Pay Services in accordance with the instructions published on the Platform from time to time. We may, at our discretion and without prior notice, limit or otherwise restrict your ability to withdraw the Digital Assets received in your Pangea Account.

Entering into Transactions with Merchants via the Pangea Pay Services: You may make transactions to a third party Merchant using the Pangea Pay Services.

Transactions and transfers made using the Pangea Pay Services may be subject to limits, determined by Pangea from time to time at its discretion. We reserve the right not to complete transactions where the transaction or transfer amount exceeds such limits or in other circumstances in our reasonable discretion, including where required by applicable legal and/or regulatory requirements.

Conversion: The Pay Services may allow you to convert one Digital Asset into another Digital Asset based on supported trading pairs as available on the Platform. Please note that fees (as provided on the Platform) may apply.

Refunds: You understand and agree that any complaints, claims, disputes, chargebacks or refunds in relation to goods and/or services provided by and purchased from a Merchant will be resolved between such Merchant and yourself, and Pangea will not be responsible for any refunds made or to be made by such Merchant.

If a refund is initiated and posted by the Merchant, you understand and agree that the refund credited to your Pangea Account may not be denominated in the same Digital Assets originally used for the purchase, and Pangea reserves the right to determine, at its discretion, the Digital Assets to be credited to your Pangea Account.

Unexecuted Transactions: In the event that your authorisation to send, receive or pay using the Pangea Pay Services cannot be effected, completed or processed due to system maintenance, failure or breakdown, non-availability of the Pangea Pay Services, whether or not originating from the user, Merchant, or Pangea, no Digital Assets will be debited or otherwise deducted from your Pangea Account and the transaction will not be executed.

Negative Balance: You cannot cancel, reverse, or change any transaction marked as complete. In the event your Pangea Account falls into a negative balance for any reason whatsoever, you understand and acknowledge that (i) your use of the Pangea Pay Services and/or other features or services provided by us may be suspended or restricted until the negative balance is satisfied and your Pangea Account is brought back to good standing to our satisfaction, and (ii) we reserve the right to take any and all action that we consider appropriate to recover our losses to the maximum extent not prohibited by Applicable Laws.

Transaction Review: In accordance with our regulatory obligations, we may need to review certain transactions before execution. When this happens, we will place a hold on the transaction and notify the relevant Merchant to hold the shipment of the item or the provision of the services to you.

You acknowledge that we will be under no obligation to pay any reward, incentive or interest to the Digital Assets credited to your Pangea Pay Account.

The Pangea Pay Services are compatible with a select range of Digital Assets, as determined exclusively by Pangea. Pangea retains the exclusive right to decide which Digital Assets are eligible for use within the Pangea Pay Services ecosystem.

Any balance shown in your Pangea Account that is denominated in traditional currency does not imply that Pangea directly possesses or manages such currency. The display of fiat currency balances is solely for informational purposes and does not reflect actual custody or handling of such funds by Pangea.

E. Fees

Certain fees may apply when you use the Pangea Pay Services and we reserve the right to adjust our pricing and fees at any time. The latest fee schedule can be found on our Platform. We may adjust our fees from time to time at our discretion without prior notice.

By accessing or using the Pangea Pay Services, you agree to pay all applicable fees.

Unless otherwise specified by us, our fees do not include any additional fees charged by and payable to the Third Party Service Providers or governmental authorities, including but not limited to network charges, taxes and foreign exchange costs.

By authorising a transaction using the Pangea Pay Services, you expressly authorise us to automatically deduct fees and any applicable third-party or compulsory charges directly from the funds available in your Pangea Account and sub-account(s).

We may make changes to the fees charged, which includes introducing new fees and/or charges. If you do not wish to accept the changes, you are free to end your relationship with Pangea Pay. Your continued access to or use of any Pangea Pay Services will be deemed acceptance of the updated fees.

F. Third Party Service Providers

We may, at our discretion, rely on third party service providers ("Third Party Service Providers") to provide regulated and unregulated financial or payment services, including exchange or conversion, settlement and other services in connection with your use of the Pangea Pay Services ("Additional Services").

We are not responsible or liable for any loss or damage of any sort that may arise directly or indirectly out of your use of the Additional Services. You understand and agree that your use of the Additional Services is at your own risk.

Pangea disclaims any responsibility for the performance, reliability, or availability of services provided by third-party service providers, including, but not limited to, exchanges, wallet providers, or payment gateways. Any transactions or interactions you have with third-party services are solely at your own risk.

You acknowledge and agree that the Third Party Service Providers are entitled to, and you will cooperate with the Third Party Service Providers to, undertake identification, credit, anti-money laundering, counter-terrorism financing, prevention of the proliferation of weapons of mass destruction, know-your-customer and other necessary checks and screenings required to comply with internal compliance policies and Applicable Laws.

G. Data Collection

We may collect, process and keep your personal data to enable your continued use of Pangea Pay Services, for as long as it is required in order to fulfil the relevant purposes described in these Terms and in our privacy policy, and as may be required by law such as for tax and accounting purposes, compliance with anti-money laundering laws, or as otherwise communicated to you.

We are committed to keeping your personal information safe. We process personal information in accordance with applicable data protection legislation. Please read our privacy policy to understand how we use and protect the information you provide us.

H. Security

You acknowledge and agree that it is your duty to implement appropriate measures to safeguard your hardware and data from malicious software, viruses, and unsuitable content. You are also responsible for creating and maintaining backup copies of any information you store or transmit through the Pangea Pay Services.

We will provide you with security credentials necessary for accessing your Account. It is your responsibility to maintain the confidentiality of these credentials, including usernames and passwords, and refrain from sharing them with any third parties.

You are required to regularly monitor your Pangea Pay Account and review all communications sent to you. In the event you suspect any unauthorized access or compromise of your Pangea Pay Account's security features, you must immediately notify us and agree to change your password if deemed necessary.

Be aware that we will never request your password, either directly or through a third party. You should never disclose this information or allow others to observe you while accessing your Pangea Pay Account.

Ensure that your registered email account is secure and accessible only by you, as this may be used for password resets or important security communications regarding your Pangea Pay Account.

Pangea reserves the right to conduct periodic audits and identity verification checks on any Pangea Pay Account. If, at any time, Pangea reasonably believes that a Pangea Pay Account is being used in violation of applicable anti-money laundering, anti-terrorism, or fraud regulations, we may suspend or terminate the Account without prior notice.

It is crucial that you regularly review your Pangea Pay Account history to promptly identify and report any unauthorized or suspicious activities.

You acknowledge and agree that we maintain the right to request, and you agree to promptly furnish, any information and documentation we consider relevant or necessary in relation to an actual or suspected Security Breach.

I. Risk Warning

While we aim to deliver a seamless user experience, we cannot guarantee that the Pangea Pay Services will be available at any particular time or that Pangea Pay Services will not be subject to unplanned service outages or network congestion.

Pangea shall not be held liable for any delays, errors, or failures in the transmission of data or execution of transactions resulting from issues with the blockchain network or any other external technological systems.

Digital Asset prices can be volatile, and exchange rate fluctuations may impact its value and you may not get back the same amount. You are solely responsible for your decisions and Pangea is not liable for any losses you may incur.

Pangea shall not be liable for any losses arising from fluctuations in the value of Digital Assets. You acknowledge and agree that you are solely responsible for any losses arising from fluctuations in the value of the Digital Assets held or transacted through the Pangea Pay Services.

The nature of Digital Assets exposes them to an increased risk of cyberattack. Pangea uses all reasonable efforts to safeguard Digital Assets and protect the Platform from cyberattack. Nevertheless, it is not possible for any platform to eliminate security risks entirely.

Your Digital Assets will not be segregated from the Digital Assets of others. Your Digital Assets may be commingled in hot wallets and cold wallets with Digital Assets belonging to Pangea, any of its entities, affiliates and/or clients globally.

Pangea does not make any representation or warranty that the Pangea Pay Services are appropriate for any user or in any location, or that the transactions and services described in these Terms are or will continue to be available. You are strongly encouraged to carefully review these Terms and seek independent professional advice.

J. Changes to these Terms

We can make changes to these Terms and any terms and conditions incorporated by reference at any time and your continued use of Pangea Pay Services constitutes your consent to such changes. Changes to these Terms will be published on our website and may also be notified to users separately by email, through the app or by such other means as Pangea determines in its discretion.

Except for changes that take effect immediately, any updates or amendments to these Terms will become effective after the changes have been notified to users. If you do not wish to accept the changes, you are free to end your relationship with Pangea Pay. Your continued access to or use of any Pangea Pay Services will be deemed acceptance of the updated Terms.

K. Closing your Pangea Pay Account

You may terminate your Pangea Pay Account at any time by following the account termination procedures we provide, which may be updated from time to time. You will not be charged for terminating your Pangea Pay Account, although you will be required to pay any outstanding amounts owed to us.

You agree not to use the Pangea Pay Services for any unlawful activities, including, but not limited to, money laundering, terrorist financing, or the purchase or sale of illegal goods or services.

You may not be able to close your Pangea Pay Account in cases such as:

you are trying to evade an investigation by relevant authorities;
you have a pending Transaction or an open Claim;
your Pangea Pay Account has any outstanding amounts owed to us; or
your Pangea Pay Account is subject to a freeze, hold, limitation or reserve.

In order to close your Pangea Pay Account, you must withdraw all Digital Assets held in your Pangea Pay Account.

L. Suspension, termination

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

we reasonably believe that we need to do so in order to protect our reputation;
we are, in our reasonable opinion, required to do so by Applicable Law;
we reasonably suspect you of acting in breach of these Terms;
we have concerns that a transaction is erroneous or about the security of your Pangea Pay Account or we suspect the Pangea Pay Services are being used in a fraudulent or unauthorised manner;
we suspect money laundering, terrorist financing, fraud, or any other financial crime;
the use of your Pangea Pay Account is subject to any pending litigation, investigation, or government proceeding;
you take any action that may circumvent our controls such as opening multiple Pangea Pay Accounts or abusing promotions;
you fail to provide on request such documentation as Pangea reasonably requires in order to comply with applicable money laundering laws; or
Pangea Pay reasonably believes that it is necessary or desirable to do so in order to protect the security of the Account.

In the case of any such suspension, Pangea Pay shall make reasonable efforts to inform you about the withholding or suspension, provided that such disclosure is not in breach of any Applicable Law and would not compromise Pangea Pay's reasonable security measures.

You hereby acknowledge and agree that Pangea Pay shall not be liable to you for any losses you may suffer as a result of any reasonable action it takes to suspend the Pangea Pay Account in accordance with these Terms.

Notwithstanding the above, we may suspend, restrict, or terminate your access to any or all of the Pangea Pay Services and/or deactivate or cancel your Pangea Pay Account, without reason by giving you one month's notice.

M. Liability

Pangea Pay shall not in any event be liable for loss of profits, loss of opportunity, loss of business, loss of savings, loss of goodwill, loss of Digital Assets, claims by third parties, loss of anticipated savings (whether direct or indirect) or for any type of special, direct, indirect or consequential loss howsoever caused.

Pangea Pay shall not bear any liability 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.

You shall indemnify and hold us, our subsidiaries, members, directors, partners, officers, employees, contractors and agents harmless from and against any loss, liability, claim, demand, damages, costs, expenses (including legal fees) which may arise from or in connection with the Pangea Pay Services, any breach of this Terms or Applicable Laws.

N. Warranties and representations

By agreeing to this Terms, you represent, warrant and undertake to us that:

you have full power and authority to enter into these Terms;
you understand and acknowledge that we do not warrant that any of the Pangea Pay Services are suitable or appropriate for your needs;
you are entering into these Terms as principal and not on behalf of any third party;
you will not violate any applicable laws by entering into these Terms or receiving the Pangea Pay Services provided under it;
you will not provide false, misleading or inaccurate information;
you will not facilitate any viruses, malware, worms, trojan horses or other computer programming routines that may damage, corrupt, disrupt, misuse or gain unauthorized access to any data, system or services;
funds or Digital Assets transferred to the Pangea Pay Account have been acquired lawfully;
you will not use an anonymizing proxy nor use any other automatic devices, spider or manual process to copy or monitor our Platform without our prior written permission;
you will not harass and/or threaten our employees, agents, or other users;
any information provided by you to Pangea Pay under these Terms is true, complete, accurate, up to date and not misleading; and
you shall provide all assistance reasonably requested by Pangea Pay to enable Pangea Pay to comply with its obligations under these Terms.

The Pangea Pay Services are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the Pangea Pay Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.

Pangea Pay makes no representation or warranty that the Pangea Pay Services are applicable or appropriate for use by users or Merchants in all jurisdictions and it is your responsibility to ensure compliance with the laws of any relevant jurisdiction of your residence.

O. Arbitration Agreement

Except where Applicable Law mandates otherwise or provides you with an alternative, you and Pangea agree that any Claim shall be resolved through mandatory, final, and binding individual arbitration.

You and Pangea acknowledge that the arbitrator has exclusive authority to rule on their own jurisdiction, including any objections regarding the existence, scope, or validity of this arbitration agreement, or the arbitrability of any Claim.

These arbitration provisions will remain in effect even after the termination of these Terms.

The parties agree to maintain the confidentiality of the arbitration. This includes the existence of the arbitration, the nature and content of the Claim, all documents and information exchanged during the arbitration, and any submissions, orders, or awards resulting from the arbitration.

P. Force majeure

Except as set out otherwise, neither party will be liable for any loss caused directly or indirectly from circumstances not within its control, including but not limited to natural disasters, acts of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, natural disasters, wars, riots or acts of terrorism, industrial disputes, public calamities related to pandemics, epidemics, or other similar events, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service, or any other circumstances that are unforeseeable and unavoidable.

Q. Term

These Terms shall continue in full force and effect for an indefinite period, unless terminated earlier in accordance with the provisions set forth herein.

All clauses and sub-clauses of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.

R. General

Nothing in this Terms shall be deemed or is intended to be deemed, nor shall it cause, either you or Pangea to be treated as partners or joint ventures, or either you or Pangea to be treated as the agent of the other.

Any information about another user received by you through the Pangea Pay Services must be considered as confidential and shall only be used in connection with the Pangea Pay Services.

You acknowledge and agree that you are responsible for keeping your email address and telephone number up to date in your Pangea Pay Account profile in order to receive our communications.

These Terms, together with any applicable documents incorporated by reference herein, constitute the whole agreement between you and Pangea with respect to the Pangea Pay Services.

These Terms are personal to you and you may not assign or transfer any of your rights or obligations under the Terms without our prior written consent. We, however, may assign or transfer any of our rights or obligations under the Terms at any time to anyone else.

If any provision of these Terms, at any time, is determined to be illegal, invalid or unenforceable in any respect, this will not affect the legality, validity or enforceability of any other provision.

You are solely responsible for ascertaining and fulfilling any tax obligations related to payments you make or receive.

These Terms may be available in languages other than English. Any such translations are provided solely for your convenience. In case of any discrepancy or ambiguity between the English version and any translation, the English text shall prevail.

S. Definitions

"Additional Services": has the meaning given to it in clause F.
"Applicable Law": means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which Pangea is a member), that are applicable to the provision, receipt or use of the Pangea Pay Services.
"Claim": means any dispute, claim, difference or controversy between you and Pangea (and/or any Pangea affiliates) arising out of, in connection with, or relating in any way to: (i) these Terms or any applicable documents incorporated by reference herein, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity; (ii) your relationship with Pangea (and/or any Pangea affiliates) as a user; or (iii) any non-contractual obligations arising out of or relating to these Terms.
"Digital Assets": means a digital representation of value or rights that can be transferred, stored, or traded electronically, typically using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens (NFTs) and tokenised derivatives of any other digital asset.
"Funding" or "On-ramp Process": means the process of adding funds to your Pangea Account by sending fiat currency via Pix, with immediate conversion of the sent amount into digital assets.
"Merchant": means a registered Pangea Pay Services vendor or service provider that accepts Digital Assets via the Pangea Pay Services on its Merchant Sites for the purchase of goods and/or services.
"Merchant Site": means the Merchant's point(s) of sale where a sale occurs for the purchase of goods and/or services, and includes the Merchant's physical stores, websites and/or mobile applications.
"Mobile App": means any mobile application developed or provided by us that enables you to use or otherwise access Pangea Pay Services.
"Pangea": means Pangea, a company organised and existing under applicable laws.
"Pangea Account": means an online account created by you at the Platform in order to access the Pangea Services.
"Pangea API": means an API made available by us to you as a service, or third-party applications relying on such an API.
"Pangea Pay Services": includes the ability to transfer Digital Assets between users and to Merchants for the purchase of goods and/or services.
"Platform": means the digital platform that we may make accessible to you via Sites, the Mobile App, a Pangea API or by such other means we may prescribe from time to time for the use of Pangea Pay Services.
"Security Breach": means (i) the compromise of your Pangea Pay Account, username, or the password you use to access the Platform; (ii) the loss, theft, or unauthorised use of your username or the password you use to access the Platform or any unauthorised access to and use of your Pangea Pay Account; or (iii) any other security incident (including a cyberattack) affecting you and/or Pangea.
"Third Party Service Provider(s)": means third party providers relied upon by Pangea to provide regulated and unregulated financial or payment services.
"Wallet": means a secured digital facility in which Digital Assets are held.
"Withdrawing" or "Off-ramp Process": means the withdrawing of funds, through the conversion of digital assets to fiat currency and the transfer, via Pix, of the corresponding amount to the designated bank account.

Pangea Pay Terms of Use