TERMS OF USE

These Terms constitute a legally binding agreement between you (“you” or “your”) and Pallapay (“Pallapay”, “we”, “our” or “us”). The Terms govern your use of the Pallapay Services made available to you on or through the Platform or otherwise. Pallapay Services may be provided by Pallapay or, if specified in these Terms, any Product Terms or any additional terms, by any Pallapay Affiliate.

By registering for a Pallapay Account, accessing the Platform and/or using the Pallapay Services, you agree that you have read, understood and accepted these Terms, together with any additional documents or terms referred to in these Terms. You acknowledge and agree that you will be bound by and will comply with these Terms, as updated and amended from time to time.

If you do not understand and accept these Terms in their entirety, you should not register for a Pallapay Account or access or use the Platform or any Pallapay Service.

We are not your broker, intermediary, agent or advisor and we have no fiduciary relationship or obligation to you in connection with any Transactions or other activities you undertake when using the Pallapay Services. We do not provide investment or consulting advice of any kind and no communication or information that we provide to you is intended as, or should be construed as, advice of any kind.

It is your responsibility to determine whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance and you are responsible for any associated loss or liability. We do not recommend that any Digital Asset should be bought, earned, sold or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisor. We are not responsible for the decisions you make to buy, earn, sell or hold Digital Assets based on the information provided by us, including any losses you incur arising from those decisions.

INFORMATION ABOUT OUR AGREEMENT WITH YOU

• 1. Introduction

  • 1.1. About Us. Pallapay is a financial technology company building the bridge between digital assets and real-world payments. Our platform empowers users to buy, sell, exchange, send, receive, and accept cryptocurrencies effortlessly — all within one unified system.

    At the core of Pallapay is the mission to make crypto usable in everyday life, whether for individuals managing their assets or businesses accepting global payments. With a focus on security, compliance, and instant settlements, Pallapay transforms the complexity of blockchain into a simple and trusted financial experience.

  • 1.2. These Terms. By registering to open a Pallapay Account, you are entering into a legally binding agreement with us. These Terms govern your use of the Pallapay Services and explain who we are, how we provide our Services to you, how these Terms may be amended or terminated, and what to do if you experience an issue, along with other important information.

    You must read these Terms, together with the documents referenced in the Terms, carefully and let us know if you do not understand anything.

    Where any Local Terms apply to your use of the Pallapay Services, such Local Terms shall govern your use of the Pallapay Services.

  • 1.3. Additional documents. These Terms refer to a number of additional documents which also apply to your use of the Pallapay Services. This includes:

    a. Our Privacy Policy, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. By using the Pallapay Services, you understand and agree to such processing and you promise that all data provided by you is accurate and up to date.

    b. Our Risk Warning, which sets out important information on the risks that can arise when buying, selling, holding or investing in Digital Assets.

    c. The Fee Structure page on our Website.

    d. Product Terms, which set out additional terms and conditions that will apply to your use of specific Pallapay Services.

    You acknowledge that you will be bound by, and agree that you will comply with, any relevant additional terms and conditions that apply to your use of the Pallapay Services.

• 2. Eligibility

  • 2.1. Eligibility criteria. To be eligible to register for a Pallapay Account and use the Pallapay Services, you must:

    a. be an individual, corporation, legal person, entity or other organisation with the full power, authority and capacity to (1) access and use the Pallapay Services; and (2) enter into and comply with your obligations under these Terms;

    b. if you are an individual, be at least 18 years old;

    c. if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms;

    d. not have been previously suspended or removed from using Pallapay Services;

    e. not be a Restricted Person;

    f. not currently have an existing Pallapay Account; and

    g. not be located, incorporated, otherwise established in, resident of, or (to the extent applicable) a citizen of or operating in:

    i. a jurisdiction where it would be illegal under Applicable Law for you to access or use the Pallapay Services, or cause us or any third party to contravene any Applicable Law; or

    ii. a country listed in our List of Prohibited Countries.

  • 2.2. Amending our eligibility criteria. We may amend our eligibility criteria at any time in our sole discretion. Where possible, we will give you notice in advance of the change. However, we may occasionally need to make changes without telling you in advance. This may include where:

    a. we are making the change as a result of legal and/or regulatory changes;

    b. the changes being made are in your interest; and/or

    c. there is any other valid reason which means there is no time to give you notice.

    Where we are unable to give you advance notice, we will let you know of the change as soon as possible after it is made.

• 3. How we contact each other

  • 3.1. How you can contact us. For more information on Pallapay, you may refer to the information found on our Website. If you have questions, feedback or complaints you can contact us via our Customer Support team at https://www.pallapay.com/contact-us. These Terms may specify contact details for particular notices. This address is not monitored for those notices.

  • 3.2. How we will contact you. We will contact you using the details you provide to us. This may include contacting you by email, SMS, WhatsApp or telephone. It is important that you ensure that your contact details are correct and up to date. If your contact details change, you must let us know immediately. If you do not, we will not be responsible if you do not receive information, notices or other important information from us.

• 4. Pallapay Services

  • 4.1. Specific product terms. Once you have opened a Pallapay Account, you will be able to use the Pallapay Services in accordance with these Terms and the Product Terms that govern your use of each specific Pallapay Service.

  • 4.2. Intra-group services. You acknowledge and agree that some of the Pallapay Services may be provided by Pallapay Affiliates.

• 5. Chat Service

  • 5.1. Availability of Chat Service. We may make our interactive online chat service available to you (“Chat Service”) at any time in connection with your use of any of the Pallapay Services. By using the Chat Service, you may interact with a bot, chatbot, or other non-human. We will disclose the use of a chatbot, or other non-human, to the extent required by Applicable Law. When engaging with us through use of the Chat Service, you authorise us to monitor and save your chats.

  • 5.2. Important information. The Chat Service is provided as a convenience, often to facilitate your understanding of the Pallapay Services. Our Chat Service will make reasonable efforts to provide you with accurate and current information based on your question or need. Nothing we communicate in the Chat Service will be considered a legal agreement, representation or warranty as to the Pallapay Services, processes, decisions, or response times. Any personal data shared with us when using the Chat Service will be subject to the applicable privacy-related policies and notices described in our Privacy Policy.

  • 5.3. Prohibited actions. You must not use the Chat Service to send any abusive, defamatory, dishonest, or messages that are otherwise in contravention of Applicable Laws, and doing so may result in termination of the Chat Service session and may lead to restrictions on the availability of Pallapay Services to you.

• 6. Fees and calculations

  • 6.1. Payment of fees. You agree to pay all applicable fees in connection with your use of the Pallapay Services as set out on the Fee Structure page on our Website, or otherwise communicated to you in any relevant Product Terms.

    You authorise us to deduct all applicable fees, commissions, interest, charges and other sums that you owe from your Pallapay Account under these Terms or any Product Terms in accordance with the method of calculation set out on our Fee Structure page.

  • 6.2. Amending our fees. We may adjust our fees from time to time in accordance with clause 18.3 of these Terms.

  • 6.3. Calculations: Any calculations made by Pallapay in connection with the Pallapay Services are final and binding on you in the absence of Manifest Error. Calculations will be made in accordance with the stated methodology for the relevant Pallapay Service, in our good faith discretion.

• 7. Creating a Pallapay Account

  • 7.1. Account opening. You must create and maintain a Pallapay Account in order to access the Pallapay Services and the Platform. This may be a Pallapay Account for an individual user, or a Corporate Pallapay Account where the user is a corporation, entity or other organisation.

    All Pallapay Accounts are provided at our absolute discretion. We reserve the right to refuse any application for a Pallapay Account without reason or to limit the number of Pallapay Accounts that you may hold.

  • 7.2. Sole benefit. By opening a Pallapay Account you agree that:

    a. where you are an individual user, you will use your Pallapay Account only for yourself, and not on behalf of any third party, unless you have obtained our prior written consent to do so; and

    b. Where you are a corporate user, your Permitted Users (i.e., your employees under “My Employees” section of your Pallapay Account) may use the Corporate Pallapay Account solely for your benefit and not on behalf of any third party, unless you have obtained our prior written consent. A Permitted User is a corporate employee whom you may add to your Corporate Pallapay Account and grant specific permissions, as determined by the owner of the Corporate Pallapay Account. Additionally, you will not offer direct access to the Platform to any other party, unless and until such other party has completed identity verification deemed appropriate by Pallapay and has separately onboarded onto the Platform. Any other party so verified shall be considered a “Permitted User” as that term is described herein. For avoidance of doubt, any entity or individual using Pallapay as Your Employee must be separately verified to be considered a “Permitted User” and to be permitted to use the Pallapay Services.

    You are fully responsible for all activity that occurs under your Pallapay Account.

  • 7.3. Identity verification. You will need to comply with our identity verification procedures before you are permitted to open a Pallapay Account and access and use the Pallapay Services, whether independently or through a third-party service, by providing us with certain information about yourself and, where relevant, all of your Permitted Users. All information that you provide must be complete, accurate and truthful. You must update this information whenever it changes. In the event you notify us that you have changed your country of residence and/or changed/acquired another nationality and provide sufficient documentation to reflect this, you agree to be bound by the Local Terms applicable to you.

    You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, and that of any Permitted Users, or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.

    When we carry out inquiries, you acknowledge and understand that your personal data, and that of any Permitted Users, may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full.

    You can review our Privacy Policy to have more information about how we process your personal data.

  • 7.4. Enhanced due diligence. We may also require you to comply with our enhanced due diligence procedures by submitting additional information about yourself, your business or your Permitted Users, providing additional records or documentation, or having face to face meetings with representatives of Pallapay.

  • 7.5. Records. We keep your personal data to enable your continued use of Pallapay Services, for as long as it is required in order to fulfil the relevant purposes described in this 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. Please review our Privacy Policyfor more information on how we collect and use your personal data relating to the use and performance of our Sites and the Pallapay Services.

  • 7.6. Employees. We keep your personal data to enable your continued use of Pallapay Services, for as long as it is required in order to fulfil the relevant purposes described in this 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. Please review our Privacy Policyfor more information on how we collect and use your personal data relating to the use and performance of our Sites and the Pallapay Services.

    • 7.6.1. Adding Employees. As the owner of a Corporate Pallapay Account, you may, at Pallapay’s discretion, add employees to your account through the “My Employees” section of your Pallapay Account. Each employee added in this manner shall be considered a Permitted User under these Terms and is subject to the identity verification requirements set out in this Clause 7.

    • 7.6.2. Assignment of Permissions. You may assign specific permissions and access rights to each employee in accordance with the Pallapay Terms and any applicable Product Terms. You acknowledge and agree that each employee will only be permitted to access and use the Pallapay Services within the scope of the permissions granted by you.

    • 7.6.3. Responsibility for Employees. You remain fully responsible and liable for all actions, activity, and transactions carried out by your employees using your Corporate Pallapay Account, including any actions outside the scope of the permissions granted. When granting permissions to an employee, you acknowledge that you understand the scope and effect of each permission, and you have full knowledge of what actions the employee may perform and the potential consequences of those actions. You must ensure that your employees comply with these Terms, all applicable laws, and any instructions provided by Pallapay.

    • 7.6.4. Suspension or Removal of Employees. Any employee may be added to a Corporate Pallapay Account solely at the discretion of the Corporate account owner. Similarly, the corporate account owner retains the right to remove or restrict any employee at any time, in whole or in part, without providing justification. By being added as an employee, the individual acknowledges and agrees that they have no right to dispute, challenge, or seek redress regarding their removal from the Corporate Pallapay Account.

      Pallapay reserves the right, in its sole discretion, to suspend or remove any employee from your Corporate Pallapay Account, or to restrict their access to specific functions, for any reason, without limitation, including if we reasonably believe that such action is necessary to protect Pallapay, its services, or any third party from risk, fraud, or breach of these Terms.

• 8. Information requests

  • 8.1. When we may request information. We may require information from you at any time for the purposes of complying with any Applicable Law, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, conduct prohibited under our Prohibited Use Policy, or any actual or potential breach of these Terms or any of our policies or for any other valid reason. You agree to promptly provide us with all such information we request within any timeframe specified by us and permit us to keep a record of the information for the lifetime of your Pallapay Account as long as it is required to fulfil its intended purposes, or such other period as prescribed by Applicable Law.

  • 8.2. What happens when you provide information. Your access to your Pallapay Account and the Transaction limits that apply to your use of the Pallapay Services may be altered as a result of information collected about you on an ongoing basis. If there is a reasonable suspicion that any information provided by you is wrong, untruthful, outdated, or incomplete, we may send you a notice to request corrections, remove relevant information, or do such other things that we consider necessary to ensure that all documents and information provided by you are true and correct, accurate, complete and up to date in all respects.

  • 8.3. If you fail to provide any requested information. You must comply with any information request we send to you. If you decline to provide the requested information, or otherwise do not comply in a timely manner, we reserve the right to suspend or terminate your access to your Pallapay Account, or to all or part of the Pallapay Services immediately, without notice. You acknowledge that Pallapay may draw adverse inferences from any failure to provide the requested information.

• 9. Accessing your Pallapay Account

  • 9.1. Access. To access your Pallapay Account you or, where relevant, your Employees, must have the necessary equipment (such as a computer or smartphone) and access to the internet. Your Pallapay Account can be accessed directly using the Platform or by such other mode of access (including APIs) as we may prescribe. You are only permitted to access your Pallapay Account by using the Access IDs we provide to you or your Permitted Users for such purposes. We may require multi-factor authentication to keep your Pallapay Account safe and secure.

    The use of the Platform and other access methods may be subject to such additional terms as we communicate to you.

  • 9.2. Restricting access to third parties. You must ensure that any Pallapay Account(s) registered under your name will not be used by any person other than yourself or, with respect to Corporate Pallapay Accounts, your Permitted Users, other than in accordance with these Terms.

• 10. Account Information and Transaction Records

  • 10.1. Your Transaction History. You will be able to access your Transaction History (“Transactions”) on the Platform. You must review your Transaction History carefully and let us know if you see any entries or Transactions that you do not recognise or you think are incorrect within fourteen (14) calendar days of the date of a transaction.

  • 10.2. Errors. We may rectify any error in your Transaction History at any time, and reserve the right to void, cancel or reverse any Transaction involving or deriving from a Manifest Error or to amend the details of such Transaction to reflect what we reasonably consider to be the correct or fair details of such a Transaction.

    You acknowledge and agree that where you execute any Transaction with Improper Intent and/or in the case of Manifest Error, Pallapay is authorised by you (without any payment or penalty or liability due by Pallapay and provided that such action is in compliance with Applicable Law) to cancel/void such Transaction and treat such Transaction as if they had never been entered into.

    You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any Transaction(s) that may be subject to any cancellation/amendment pursuant to Pallapay’s rights herein.

  • 10.3. Information sharing. We may be required under these Terms or Applicable Law to share information about your Pallapay Account and Account History with third parties and Pallapay Affiliates. You acknowledge and agree that we are entitled to disclose such information. For more information about how we process your personal data you can review our Privacy Policy.

• 11. Instructions

  • 11.1. Giving Instructions. You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction and will not monitor or reject Instructions on the basis that they are, or appear to be, duplicates. However, if we are in doubt as to the accuracy, authenticity or validity of an Instruction, we may refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction.

    Instructions are irrevocable and therefore once an Instruction has been submitted you, or your Permitted Users, have no right to rescind or withdraw it without our written consent. Your Instruction is not deemed to be received by us until it has been received by our server. Our record of all Instructions will be conclusive and binding on you for all purposes.

  • 11.2. Acting on your Instructions. By submitting an Instruction you or your Permitted Users are authorising us to initiate the Transaction on your Pallapay Account. We are therefore authorised to credit or debit (or provide settlement information to third parties for the purposes of the third party crediting or debiting) your Digital Assets from your Pallapay Account in accordance with your Instruction. If you have insufficient Digital Assets or Fiat Currency in your Pallapay Account to effect the Transaction (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction), then we have the right to refuse to effect any Transaction. Pallapay may also refuse to act on instructions to the extent permitted by these Terms. It is your responsibility to hold sufficient Digital Assets or Fiat Currency credited in your Pallapay Account.

  • 11.3. Protection of Instructions. You are aware that Instructions and information transmitted on the Platform or by email are generally transmitted via the internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information transmitted will be completely protected against unauthorised access, and you accept the associated risks.

  • 11.4. Withdrawals. Subject to these Terms and any applicable Product Terms, and provided that you have sufficient balance in your Pallapay Account and the relevant Digital Assets are not on hold in your Pallapay Account in connection with any Pallapay Service, you may give Instructions to Pallapay to transfer Digital Assets to an external wallet address by submitting a withdrawal request on the Platform. Upon receipt of the withdrawal request, Pallapay will:

    (i) deduct your Pallapay Account balance; and

    (ii) initiate an on-chain or off-chain transfer to the wallet designated by you.

    Pallapay may, at its sole discretion, refuse, delay, or suspend any withdrawal request if we reasonably determine that processing the request may, including but not limited to:

    a. violate any Applicable Law, regulatory requirement, or governmental order;

    b. conflict with our internal policies, compliance obligations, or risk management procedures;

    c. expose Pallapay, its affiliates, or any third party to legal, financial, or operational risk; or

    d. arise in circumstances beyond our control, including technical, security, network, or other operational issues.

    Once any such issue has been resolved, Pallapay may, but is not obliged to, resume the processing of withdrawals.

• 12. Transactions

  We do not represent or warrant that any Transaction will be completed successfully or within a specific time period.

  • 12.1. Unauthorised Transactions. You are responsible for the control and use of your Pallapay Account. As such, we will assume that you, or a Permitted User, have authorised any Instruction sent from your Pallapay Account. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Pallapay Account is identified. We are not responsible for any claim or losses resulting from a Transaction executed as a result of an unauthorised Instruction.

  • 12.2. Retention of Transaction information. To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Pallapay Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by Applicable Law. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Sites and the Pallapay Services.

• 13. Material interests and conflicts

  • 13.1. Pallapay group. You understand that Pallapay is a member of a group of companies which is involved in activities connected with Digital Assets.

  • 13.2. Nature of our duties. You understand and agree that neither your relationship with us nor any Pallapay Service we provide to you, nor any other matter, will give rise to any duties on our part or on the part of any Pallapay Affiliate, whether legal, equitable, fiduciary in nature, save as are expressly set out in these terms. In particular, we and any Pallapay Affiliate may from time to time act in more than one capacity, and in those capacities we may receive fees or commissions from more than one user (including you). You agree that we may act in such capacities and provide any other Pallapay Services or carry out any business with or for you, any Pallapay Affiliate or any other user.

  • 13.3. Material interests. You understand and agree that neither we nor any Pallapay Affiliate will be required to: (1) have regard to any information known to us, or to any Pallapay Affiliate, which is a material interest; (2) disclose any such information to you; or (3) use any such information for your benefit. You further acknowledge that from time to time we may receive general market information in the course of providing Pallapay Services to you, which we may use in the ordinary course of our business.

  • 13.4. Conflicts of interest. We have established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between us and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of our users. In cases where such organisational and administrative arrangements are not sufficient to ensure that the risks of damage to your interests will be prevented, we will inform you of the nature and/or sources of the relevant conflicts of interest and the steps taken to mitigate those risks in order to allow you to make an informed decision as to whether to continue to transact with us. We reserve the right at all times to decline to act for you where we are not able to manage a conflict of interest in any other way.

• 14. Transaction limits

  • 14.1. Your Transaction limits. Your Pallapay Account may be subject to limits on:

    a. the amount, volume, or frequency of Transactions you may carry out through your Pallapay Account; and/or

    b. the amount or value of funds or digital assets you may transfer into or out of your Pallapay Account,

    whether within a specific timeframe (for example, daily or monthly) or on an overall basis.

  • 14.2. Changes to your Transaction limits. We reserve the right to change any Transaction limit that applies to your Pallapay Account at any time at our absolute discretion. It may also be possible for you to request a change in your limits. Any change will be made at our absolute discretion and will be subject to any further conditions that we deem necessary.

• 15. Supported Digital Assets

  • 15.1. Supported Digital Assets. The Pallapay Services are only available in connection with Supported Digital Assets, which may change from time to time. A current list of Supported Digital Assets is published on our Website. It is your responsibility to check and ensure that any Digital Asset you intend to use, transfer, accept, or store through the Pallapay Services is included in our list of Supported Digital Assets. Pallapay may, at its sole discretion and at any time, add, remove, suspend, or restrict support for any Digital Asset.

    We assume no liability in connection with any attempt to use your Pallapay Account for Digital Assets that we do not support nor for the conversion to a different type of Digital Asset, as described in this clause. In addition, we assume no liability or obligation whatsoever with regard to unsupported Digital Assets sent to a Pallapay Account or with regard to Supported Digital Assets sent to an incompatible Digital Asset wallet address. If you send unsupported Digital Assets to a Pallapay Account or Supported Digital Assets to an incompatible or wrong Digital Asset wallet address, then you will lose those Digital Assets. For some lost Digital Assets, Pallapay may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. Pallapay does not guarantee in any way the amount of assets (if any) that may be recovered in a recovery attempt. The actual amount recovered may differ from the estimated recovery amount. Pallapay does not evaluate or provide any assurance as to the authenticity, safety, or security of unsupported Digital Assets. You acknowledge and agree that Pallapay is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered Digital Asset.

  • 15.2. Forks. We may temporarily suspend any Pallapay Services in relation to a particular Digital Asset while we determine whether or not to support a Fork. We are under no obligation to support a Fork of a Digital Asset that you hold in your Pallapay Account, regardless of whether any resulting version of such Forked Digital Asset is a Dominant Digital Asset or not. If we elect to support a Fork of a Digital Asset, we will make a public announcement through our Website or by such other means as we may deem appropriate.

    You acknowledge that we have no control over, nor do we have the ability to influence, the creation or implementation of a Fork. We can provide no assurances about the security, functionality, or supply of any Digital Asset, including both the new Dominant Digital Asset or other Digital Assets subject to the relevant Fork. You may not be able to trade the Forked Digital Assets on the Platform, and you may lose any value associated with the relevant Digital Assets.

    Pallapay makes no promises, guarantees, or warranties on the outcome of or support for potential or proposed Forks or Forked Digital Assets. Pallapay may determine in its sole discretion whether to claim, list, or distribute any Forked Digital Asset, as well as the terms and conditions (including eligibility criteria) that will apply to any claim, listing, or distribution of any Forked Digital Asset. If you wish to participate in a Fork, please withdraw the affected Digital Asset to your own private wallet well ahead of the potential or proposed Fork.

  • 15.3. Backed Digital Assets. We may from time to time support Digital Assets that purport to be backed by or otherwise tied or pegged in value to another asset, including without limitation Digital Assets, Fiat Currency or commodities such as silver or gold (“Backed Digital Assets”). You acknowledge and agree that (a) you have read, understood and accepted all of the terms and conditions and risks associated with each particular Backed Digital Asset before entering into any Transaction relating to that Backed Digital Asset and (b) Pallapay does not and will not in any circumstances have any obligation whatsoever to purchase, repurchase or effect or facilitate the redemption of your Backed Digital Assets. We reserve the right to change, suspend, or discontinue any service in relation to any Backed Digital Asset at any time in our sole discretion. We make no representation as to whether any particular Backed Digital Asset will hold its value as against any asset, nor as to the amount or quality of reserves or collateral held by each issuer or any third party in relation to any Backed Digital Asset.

• 16. Account security

  • 16.1. Your responsibility. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Pallapay Services. We are not responsible for any claim or losses resulting from your failure to comply with this clause.

  • 16.2. Security measures. At all times, you and any Permitted Users shall maintain adequate security and control of all of your Access IDs. You are responsible for taking the necessary security measures (or ensuring that your Permitted Users take such measures) to protect your Pallapay Account and to keep your Access ID secure, including by:

    a. strictly abiding by all of our mechanisms or procedures;

    b. creating a strong password and maintaining security and control of your Access IDs;

    c. keeping the Email Account and telephone number provided to us up to date in order to receive any notices or alerts that we may send you;

    d. never allowing remote access or sharing your computer and/or computer screen with someone else when you are logged on to your Pallapay Account;

    e. remembering that under no circumstances will we ask you to share your passwords or 2-factor authentication codes; and

    f. logging out from the Sites or the Platform at the end of each visit.

    You must keep the Email Account and Access IDs secure against any attacks and unauthorised access. You must notify us immediately if you have knowledge or have reason for suspecting that the security of your Email Account, or that of a Permitted User, has been compromised or if there has been any unauthorised use of your or any Permitted User’s Email Account.

  • 16.3. Monitoring your Account History. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Pallapay Account is identified and notified to us as soon as possible. You acknowledge that any Security Breach may result in unauthorised access to your Pallapay Account by third parties and the loss or theft of any Digital Assets and/or funds held in your Pallapay Account and any associated accounts, including your linked bank account(s) and credit card(s).

  • 16.4. If you suspect a Security Breach. If you suspect a Security Breach, you must ensure that:

    a. we are notified immediately using the details set out in clause 3.1 and continue to be provided with accurate and up to date information throughout the duration of the Security Breach;

    b. your Pallapay Account is immediately locked via the disable account function on the Platform or via any other method as may be prescribed by us from time to time; and

    c. you take any other steps that we may reasonably require to reduce, manage or report any Security Breach.

    We reserve the right to request, and you agree to promptly provide, any and all information and documents we deem relevant or necessary in connection with an actual or suspected Security Breach. You further acknowledge and agree that we may provide such information to any third party that we deem necessary in order to investigate or resolve any Security Breach.

• OTHER IMPORTANT INFORMATION

  17. Privacy

  • 17.1. The Privacy Policy. Our collection and use of personal data in connection with these Terms, the Pallapay Services, the Platform and any Site is as provided in our Privacy Policy (as updated from time to time). You acknowledge that we may process personal data in relation to you, that you have provided to us, or we have collected from you in connection with these Terms and in accordance withPrivacy Policy. Your personal data will be processed in accordance with thePrivacy Policy, which shall form part of these Terms.

    You represent and warrant that:

    a. you acknowledge that you have read and understood our Privacy Policy.

    b. our business changes regularly and our Privacy Policy will change also. Therefore, if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read the Privacy Policy.

• 18. Changes to the Terms, etc.

  • 18.1. How and when we can make changes. We can make changes to these Terms and any terms and conditions incorporated by reference (including any Product Terms) at any time and your continued use of the Pallapay Services constitutes your consent to such changes. Changes to these Terms will be published on our website.

  • 18.2. When changes come into effect. Any update to these Terms will take effect immediately upon being published or updated on our website. If you do not wish to accept the changes, you are free to close your Pallapay Account in accordance with clause 19.1 of these Terms. Your continued access to or use of any Pallapay Services will be deemed acceptance of the updated Terms.

  • 18.3. Changes to fees. We may also make changes to the fees set out in the Fee Structure page on our Website, which includes introducing new fees and/or charges. If you do not wish to accept the changes, you are free to close your Pallapay Account in accordance with clause 19.1 of these Terms. Your continued access to or use of the Pallapay Services will be deemed acceptance of the updated Terms.

• 19. Closing your Pallapay Account

  • 19.1. Your right to close your Pallapay Account. You may terminate your Pallapay Account at any time by following the account termination procedures as prescribed by us from time to time. You will not be charged for terminating your Pallapay Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation, and to deduct any outstanding amounts that you owe us from your Pallapay Account.

    In certain cases, you may not be able to close your Pallapay Account, including where:

    a. you are trying to evade an investigation by relevant authorities;

    b. you have a pending Transaction or an open Claim;

    c. your Pallapay Account has any outstanding amounts owed to us; or

    d. your Pallapay Account is subject to a freeze, hold, limitation or reserve.

  • 19.2. What happens when you are closing your Pallapay Account. Upon closing your Pallapay Account, you are required to withdraw all Funds and Digital Assets held in your Pallapay Account. If you choose to proceed with closing your account without withdrawing your balances, you acknowledge and agree that you will permanently forfeit access to those Funds and Digital Assets, and you shall have no right to claim, recover, or take any legal action in relation to such balances.

• 20. Termination, suspension, holds and restrictions

  • 20.1. Our right. We may at any time modify or discontinue, temporarily or permanently, any portion or feature of the Pallapay Services. In particular, we may: (1) refuse to complete or block, cancel, or, where permitted by Applicable Law, reverse any Transaction you have authorised; (2) terminate, suspend, or restrict your access to any or all of the Pallapay Services; (3) terminate, suspend, close, hold or restrict your access to any or all of your Pallapay Account(s); (4) refuse to transmit information or Instructions to third parties (including but not limited to third-party wallet operators); and/or (5) take whatever action we consider necessary, in each case with immediate effect and for any reason including, but not limited to where:

    a. you are not, or are no longer, eligible to use one or more Pallapay Services;

    b. we reasonably suspect that:

    i. the person logged into your Pallapay Account is not you, or we suspect that the Pallapay Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

    ii. the person logged into your Corporate Pallapay Account is not a Permitted User, or we suspect that the Corporate Pallapay Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

    iii. more than one natural person has access to and/or transacts using the same Pallapay Account, or we suspect that Pallapay Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

    iv. information provided by you is wrong, untruthful, outdated, or incomplete;

    c. we have reasonable concerns in relation to your creditworthiness or financial status, including:

    i. in the event that you are an individual, you become bankrupt, of unsound mind, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;

    ii. in the event that you are acting on behalf of a partnership, any of the partners die or become bankrupt or of unsound mind, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;

    iii. in the event that you are acting on behalf of a corporation, the corporation is unable to pay its debts as and when they are due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

    iv. you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;

    d. pending submission of such information and documents in accordance with clause 8;

    e. pending submission of enhanced due diligence in accordance with clause 7.4;

    f. we reasonably consider that we are required to do so by Applicable Law, or any court or authority to which we are subject in any jurisdiction;

    g. we have determined or suspect:

    i. that you have breached these Terms or any Product Terms;

    ii. that you have breached any express or implied warranties in these Terms, or any representations you have made;

    iii. that any Transaction is unauthorised, erroneous, fraudulent, or unlawful or we have determined or suspect that your Pallapay Account or the Pallapay Services are being used in a fraudulent, unauthorised, or unlawful manner;

    iv. there is any occurrence of money laundering, terrorist financing, fraud or any other crime in connection with your Pallapay Account or your use of the Pallapay Services;

    h. the use of your Pallapay Account is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Pallapay Account activity;

    i. any email communication to your Email Account is returned as undeliverable;

    j. an issue has arisen with the verification of your identity;

    k. you have taken any action that may circumvent our controls such as opening multiple Pallapay Accounts without our written consent or abusing promotions which we may offer from time to time;

    l. we form the view that you are unfit to access or use any Pallapay Services; or

    m. there is any other valid reason which means we need to do so.

    We will take reasonable steps to provide you with notice where appropriate. However, there might be times when we are required not to do so by Applicable Law.

  • 20.2. Your acknowledgement. You acknowledge and agree that:

    a. the examples set out in clause 20.1 above of when we might take action to terminate, suspend, close or restrict your access to your Pallapay Account and/or the Pallapay Services is a non-exhaustive list;

    b. our decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your Pallapay Account or the Pallapay Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you; and

    c. it is not considered appropriate nor acceptable if your behaviour is aggressive, abusive, or puts at risk the safety, health or wellbeing of our employees, or if it places unreasonable demands on our employees. Aggressive or abusive behaviour and language (verbal or written) is unreasonable and it may cause our employees and/or other people, including another user, to feel bullied, intimidated, threatened, or abused. All employees at Pallapay have the authority to manage unreasonable behaviour. In serious cases, or where there is repeat unacceptable behaviour, or a failure to comply with a prior warning or action or restriction, we may exercise our right to terminate, suspend, hold or restrict your access to Pallapay Services.

  • 20.3. What Happens. When We Exercise Our Right. Where we terminate, suspend, hold, or restrict your access to one or more Pallapay Services: If you have any instructions or transactions that are open, they may be closed either by you or by us, depending on the circumstances of the termination, suspension, hold, restriction, or any other action we take.

  • 20.4. Unlawful possession. If we are informed and reasonably believe that any Digital Assets or Fiat Currencies held in your Pallapay Account are stolen or otherwise are not lawfully possessed by you (whether by error or otherwise), we may, but have no obligation to, place a hold on the affected funds and your Pallapay Account. Where we place a hold on some or all of any Digital Assets or Fiat Currencies held in your Pallapay Account, or on your entire Pallapay Account, we may continue such hold until such time as evidence, acceptable to us, proves that you are entitled to possession of the Digital Assets and/or Fiat Currency held in your Pallapay Account. We will not get involved in any dispute, or the resolution of the dispute, relating to any Digital Assets and/or Fiat Currency held in your Pallapay Account.

  • 20.5. Access to Pallapay Services in other jurisdictions.Pallapay does not specifically target users in certain jurisdictions and Pallapay Services may be wholly or partially restricted in some countries (including but not limited to our List of Prohibited Countries). Pallapay reserves the right to change the Pallapay Services that are available to you from time to time. If you travel to a location included on our List of Prohibited Countries, Pallapay Services may not be available and your access to the Pallapay Services may be blocked. You acknowledge that this may impact your ability to use the Pallapay Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.

• INTELLECTUAL PROPERTY

  21. Background IP

  The Pallapay IP shall remain vested in Pallapay.

• 22. License of Pallapay IP

  We grant to you a non-exclusive license for the duration of these Terms, or until we suspend or terminate your access to the Pallapay Services, whichever is sooner, to use the Pallapay IP, excluding the Trade Marks, solely as necessary to allow you to receive the Pallapay Services for non-commercial personal or internal business use, in accordance with these Terms.

• 23. License of User IP

  • 23.1. Your grant of license. You grant to us a perpetual, irrevocable, royalty-free, worldwide and non-exclusive license to use the User IP to the extent it:

    a. forms part of, or is necessary for the use of, any Created IP; and

    b. is necessary to allow us to provide you with the Pallapay Services, from time to time.

  • 23.2. Our right to sub-license. The license granted by you under this clause includes our right to sub-license to a third party to the extent required to enable us and any Pallapay Affiliates to provide you with the Pallapay Services, or any part of them.

• 24. Created IP

  • 24.1. Created IP. The Created IP shall automatically vest in us from time to time on the date on which it is created.

    24.2. Assignment. You hereby assign to us (and agree to procure that any agents, representatives or contractors assign), with full title guarantee, title to all present and future rights and interest in the Created IP.

    If requested to do so, you shall (and agree to procure that any agents, representatives or contractors shall), without charge to us, sign and/or execute all documents and do all such acts as we may require to perfect the assignments under this clause.

• 25. General

  • 25.1. We are not responsible. You agree and acknowledge that: (1) we are not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Platform or the Sites; and (2) use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same.

    25.2. Our rights. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Platform or the Sites (including any User Material) for any reason. We reserve the right to take any actions as we deem appropriate at our sole discretion, including giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your Pallapay Account (if any), or suspending your access to the Platform and/or the Sites. We shall also have the right to restrict or ban you from any and all future use of any Pallapay Services.

    25.3. Recording. You agree that we may record any communications, electronic, by telephone, over video call, or otherwise, that we have with you in relation to these Terms, and that any recordings that we keep will constitute evidence of the communications between you and us. You agree that telephone conversations and video calls may be recorded so that we can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support.

• 26. Prohibited use

  By opening a Pallapay Account or carrying out any Transaction, and without prejudice to any other restriction or limitation set out in these Terms, you agree that you and any Permitted User will not:

  a. breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;

  b. use Pallapay Services in a manner that violates our Prohibited Use Policy;

  c. use Pallapay Services for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing;

  d. engage in fraudulent activities, or cause us to suspect that you or any Permitted User have engaged in fraudulent activities and/or Transactions;

  e. provide false, inaccurate or misleading information in connection with your use of the Pallapay Services, in communications with us, or otherwise connected with these Terms;

  f. (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Platform, or replicate or bypass the navigational structure or presentation of Pallapay Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Pallapay Services; (2) attempt to access any part or function of the Platform without authorisation, or connect to Pallapay Services or any of our servers or any other systems or networks of any Pallapay Services provided through the Platform by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of Pallapay Services or any network connected to the Platform, or violate any security or authentication measures on Pallapay Services or any network connected to Pallapay Services; (4) reverse look-up, track or seek to track any information of any other users or visitors of Pallapay Services; (5) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Pallapay Services or Pallapay, or the infrastructure of any systems or networks connected to Pallapay Services; (6) use any devices, software or routine programs to interfere with the normal operation of Pallapay Services or any transactions on Pallapay Services, or any other person’s use of Pallapay Services; or (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;

  g. modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another program or application;

  h. disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Platform or any components thereof;

  i. modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in such Pallapay IP or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the Pallapay IP;

  j. facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Pallapay Services;

  k. (1) use an anonymizing proxy; (2) use any temporary, disposable, self-destructive, or similar email address when opening a Pallapay Account and/or using the Pallapay Services; (3) use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Sites or the Pallapay Services; and (4) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;

  l. create, or purport to create, any security over your Fiat Currency or Digital Assets held in any of your Pallapay Account without our prior written consent;

  m. violate, or attempt to violate, (1) any Applicable Law; or (2) ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; and/or

  n. access, use, or attempt to access or use, Pallapay Services directly or indirectly with (1) jurisdictions Pallapay has deemed high risk, including but not limited to the List of Prohibited Countries or (2) persons Pallapay has deemed high risk, including but not limited to, Restricted Persons.

• 27. Representations and warranties

  You hereby represent and warrant to us, at all times, the following:

  a. all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to use the Pallapay Services;

  b. all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;

  c. you have full power, authority, and capacity to (1) access and use the Platform and/or the Pallapay Services; and (2) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;

  d. if you are a corporation, partner in a partnership, or trustee of a trust:

  i. the corporation, partnership or trust has and will be operated in a way that is compliant with Applicable Law, and any partnership or trust deeds (or other like documents);

  ii. you will notify us immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorised to operate your Pallapay Account; and

  iii. you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis;

  e. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform and/or the Pallapay Services; and (2) enter into and deliver, and perform the Transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;

  f. these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;

  g. that you are not a Restricted Person;

  h. if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and

  i. your access and use of the Platform and/or the Pallapay Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:

  i. if you are a legal entity, partner in a partnership or trustee of a trust, result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;

  ii. result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and

  iii. result in you, or cause us or any third party to, breach any Applicable Law, decree or judgement of any court, or any award of any arbitrator or those of any governmental or Regulatory Authority in any jurisdiction.

• 28. Technology disclaimers

  • 28.1. No representation or warranty. Pallapay Services and any information provided on the Sites and the Platform, including Chat Services, are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Sites, the Platform, any of your Pallapay Account(s), Pallapay Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to use the Platform for a period of time and may also lead to time delays.

    28.2. Suspension of access. We may, from time to time, suspend access to your Pallapay Account and/or the Pallapay Services, for both scheduled and emergency maintenance. We will make reasonable efforts to ensure that Transactions on the Platform are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.

    28.3. Content. Although we make reasonable efforts to update the information on the Sites and the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sites and the Platform, including information in relation to the Pallapay Services, is accurate, complete or up to date.

    28.4. Third-party websites. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Platform or the Sites.

    28.5. Network Access and Compatibility. You are responsible for obtaining the data network access necessary to use the Pallapay Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Pallapay Services and Sites and any updates thereto. Pallapay does not guarantee that the Pallapay Services, or any portion thereof, will function on any particular hardware or devices. The Pallapay Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

• 29. Indemnity

  • 29.1. Third-party claims. You hereby undertake and agree to indemnify us and hold us harmless upon demand from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (“Losses”), arising out of or in any way connected with:

    a. your access to or use of your Pallapay Account and/or the Pallapay Services;

    b. your breach or alleged breach of these Terms or your contravention of any other clause or sub-clause of these Terms, including any Product Terms and any other terms and conditions incorporated by reference;

    c. your contravention of any Applicable Law; and

    d. your violation of the rights of any third party.

  • 29.2. Release. You hereby irrevocably and unconditionally agree to release us from any and all claims and demands (and waive any rights you may have against us now or in future in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the Pallapay Services (including any Digital Asset Transactions) or the subject matter of these Terms.

• 30. Liability

  • 30.1. No Liability. To the maximum extent permitted by Applicable Law, Pallapay and all Pallapay Affiliates shall have no responsibility or liability whatsoever for any loss, damage, claim, cost, expense or liability of any kind, whether direct, indirect, incidental, consequential, punitive or otherwise, arising out of or in connection with your use of the Platform, your Pallapay Account, the Pallapay Services, or these Terms, regardless of the cause of action, and even if Pallapay has been advised of the possibility of such loss.

    You acknowledge and agree that:

    a. Pallapay does not owe you any fiduciary duty;

    b. You use the Pallapay Services entirely at your own risk; and

    c. You waive any right to claim damages, compensation, restitution, or bring any legal action against Pallapay or any Pallapay Affiliate in relation to your use of the Pallapay Services.

    For the avoidance of doubt, Pallapay and all Pallapay Affiliates shall not, under any circumstances, be liable for any loss of profits, loss of business, loss of opportunity, loss of data, or any indirect or consequential losses, whether foreseeable or not.

  • 30.2. Limitations on liability. Notwithstanding any other clause in these Terms, you hereby acknowledge and agree that in no event will we or any Pallapay Affiliate be responsible or liable to you or any other person or entity for:

    a. any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs, whether arising out of or in connection with the Pallapay Services or otherwise, including but not limited to:

    i. any risk identified in the Risk Warning, as updated from time to time;

    ii. the operation of the protocols underlying any Digital Asset, their functionality, security, or availability;

    iii. whether Backed Digital Assets hold their value as against any asset, or if the issuer of the Backed Digital Asset holds sufficient reserves in relation to any Backed Digital Asset;

    iv. any action or inaction in accordance with these Terms;

    v. any inaccuracy, defect or omission of Digital Assets price data, any error or delay in the transmission of such data, and interruption in any such data;

    vi. regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance;

    vii. the theft of a device enabled to access and use Pallapay Services;

    viii. other users’ actions, omissions or breaches of these Terms, and any damage caused by actions of any other third parties;

    ix. (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for your use of the internet to connect to the Pallapay Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;

    x. our decision to reject your application to open a Pallapay Account(s);

    xi. any termination, suspension, hold or restriction of access to any Pallapay Account or Pallapay Services, including your inability to withdraw Funds or Digital Assets, issue Instructions or enter into Transactions during the period of any suspension, hold or restriction, in accordance with these Terms or any Product Terms;

    xii. any Transaction limits applied to your Pallapay Account;

    xiii. any election by us to support or not support Digital Assets;

    xiv. us being unable to contact you using the contact information you provided;

    xv. us closing an account;

    xvi. the failure of a Transaction or the length of time needed to complete any Transaction;

    xvii. our refusal or delay in acting upon any Instruction;

    xviii. any breach of security of your Email Account or a Security Breach;

    xix. losses suffered by you as a result of third party action, including third party fraud or scams that involve Pallapay only as the recipient of your Fiat Currency or Digital Assets, and/or the conversion of Fiat Currency to Digital Assets;

    xx. losses suffered by you as a result of the transfer of Digital Assets away from our platform at your request;

    xxi. a Network Event or a Fork;

    xxii. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Pallapay Services or for delays or omissions of the Pallapay Services, or for the failure of any connection or communication service to provide or maintain your access to the Pallapay Services, or for any interruption in or disruption of your access or any erroneous communications between us, regardless of cause; and

    xxiii. any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account or Pallapay Account;

    b. any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our Sites, the Platform, your Pallapay Account, the Pallapay Services, these Terms, the Product Terms, the Privacy Policy and/or any agreement entered into pursuant to, or in connection with, these Terms or otherwise;

    c. any losses or damages you may incur due to Manifest Error and/or in the event of extreme market volatility and/or as a result of any cancellation/amendment of any Transactions, howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit and loss of opportunity even if Pallapay was aware of the possibility of such loss or damage arising or if such loss or damage was reasonably foreseeable; and/or

    d. any losses forming part of a Claim that has not been commenced by way of formal legal action WITHIN ONE CALENDAR YEAR of the commencement of matters giving rise to the Claim. YOU AGREE AND ACKNOWLEDGE THAT THIS CLAUSE VARIES ANY LIMITATION PERIOD OTHERWISE APPLICABLE BY LAW, AND THAT IF APPLICABLE LAW PROHIBITS THIS, THIS CLAUSE WILL BE READ AS A LIMITATION PERIOD OF THE MINIMUM ENFORCEABLE LENGTH. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, YOUR ATTENTION IS ALSO DRAWN TO CLAUSE 32 AGREEING THAT CLAIMS SHALL BE RESOLVED EXCLUSIVELY BY WAY OF BINDING ARBITRATION.

  • 30.3. Damage or interruption. We are not liable 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. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You and, where relevant, your Permitted Users are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times.

  • 30.4. Fiat Currency. For the avoidance of doubt, any balance on your Pallapay Account displayed and denominated in a Fiat Currency shall not be taken to mean that Pallapay directly holds Fiat Currency, nor does it mean that Pallapay receives, holds, or releases any Fiat Currency or engages in deposit taking, remittance or similar activity in respect of Fiat Currency.

  • RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER

    For the avoidance of doubt, nothing in this section will deprive you of any mandatory legal right from which you benefit under Applicable Law.
    31. Notice of Claim and Dispute Resolution Period

    • 31.1. Please contact Pallapay first if you have any concerns with the Services. Pallapay wants to address your concerns without resorting to formal legal proceedings, if possible. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure. Pallapay will attempt to resolve the dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).

    • 31.2. In the event the dispute cannot be resolved satisfactorily, and you wish to assert a Claim against Pallapay, then you agree to set forth the basis of such Claim in writing in a “Notice of Claim,” as a form of prior notice to Pallapay. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your custody account email. The Notice of Claim should be submitted to the following email address: [email protected]. After you have provided the Notice of Claim to Pallapay, the dispute referenced in the Notice of Claim may be submitted by either Pallapay or you to arbitration in accordance with the below clause (Agreement to Arbitrate).

    • 31.3. For the avoidance of doubt, the submission of a dispute to Pallapay for resolution internally and the delivery of a Notice of Claim to Pallapay are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding).

    • 31.4. During the arbitration, the amount of any settlement offer made by you or Pallapay shall not be disclosed to the arbitrator.

• 32. Agreement to Arbitrate

  • 32.1. Except where Applicable Law requires or provides you with a choice otherwise, you and Pallapay agree that, subject to the preceding clause (Notice of Claim and Dispute Resolution Period), any Claim shall be resolved exclusively through mandatory, final, and binding individual (not class) arbitration administered in Canada by a recognized arbitration institution, such as the ADR Institute of Canada (ADRIC), or another arbitration body mutually agreed upon in writing. The rules of the chosen arbitration body are incorporated by reference.

    The seat of arbitration shall be Ontario, Canada, and the arbitration shall be conducted in the English language. The arbitration shall be conducted before a single arbitrator.

  • 32.2. Class Action Waiver. To the maximum extent permitted by Applicable Law, you and Pallapay each agree that any arbitration or legal proceeding shall be conducted solely on an individual basis and not as a class action, collective action, private attorney-general action, or any other form of representative proceeding.

    You expressly waive any right to participate in or initiate a class or collective action against Pallapay.

  • 32.3. Waiver of Jury Trial. If for any reason a Claim proceeds in court rather than arbitration, you and Pallapay hereby knowingly and voluntarily waive any right to a jury trial to the fullest extent permitted by Applicable Law.

  • 32.4. Confidentiality. All arbitration proceedings, including submissions, documents, evidence, statements, and awards, shall remain strictly confidential, except where disclosure is required by Applicable Law, necessary to enforce or challenge an arbitration award, or mutually agreed in writing by both parties.

  • 32.5. Severability. If any portion of this arbitration agreement is found unenforceable, that portion shall be severed, and the remainder shall remain in full force to the maximum extent permitted by law.

  • 32.6. Survival. This Agreement to Arbitrate survives termination or closure of your Pallapay Account and your relationship with Pallapay.

  • 32.7. Limitation Period for Filing: Any arbitration against Pallapay must be commenced by filing and serving a Notice of Arbitration in accordance with the applicable arbitration rules within two (2) years from the date on which the Claim first arose, or the date on which the Claimant reasonably should have discovered the facts giving rise to the Claim, whichever is later (the “Limitation Period”).

    If a two (2) year Limitation Period is not enforceable under the laws of the applicable jurisdiction, including Canadian or provincial law, then the Claim must be brought within the shortest limitation period permitted by Applicable Law, including any relevant provisions under the Arbitration Act, 1991 (Ontario) or other applicable statutes.

    A Notice of Arbitration may be served on Pallapay in accordance with Applicable Law and the rules of service. If the Notice of Arbitration is not filed and served within the Limitation Period, the Claim shall be deemed waived and permanently barred.

  • 32.8. Notice: If Pallapay commences arbitration against you, Pallapay will provide notice to the email address or mailing address you have provided to us. You agree that any notice sent to these addresses shall be deemed effective for all purposes, including determination of adequacy of service. You are responsible for maintaining accurate and up-to-date email and mailing addresses on file with Pallapay.

• 33. Confidentiality

  • 33.1. The parties agree that any arbitration under these Terms shall be kept strictly confidential. This includes the existence of the arbitration, the existence or content of the Claim, all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders, or awards issued in the arbitration. No party shall disclose any of the foregoing to any third party except to the tribunal, the arbitration administrator (e.g., ADR Institute of Canada or any other applicable Canadian arbitration body), the parties, their legal counsel, experts, witnesses, accountants, auditors, insurers, reinsurers, and any other persons strictly necessary to conduct the arbitration.

  • 33.2. Notwithstanding the foregoing, a party may disclose confidential information:

    a. with the written consent of the other party;

    b. to the extent required by Canadian law, regulation, or order of any competent regulatory, supervisory, or judicial authority;

    c. in connection with the commencement, pursuit, or defense of any bona fide legal proceedings to enforce or challenge any arbitration award; or

    d. to the extent that such confidential information is already in the public domain through no fault or breach by the disclosing party.

  • 33.3. The confidentiality obligations set forth in this clause shall survive the termination of these Terms and the conclusion, stay, or enforcement of any arbitration proceedings initiated pursuant to these Terms.

    a. with the written consent of the other party;

    b. to the extent required by Canadian law, regulation, or order of any competent regulatory, supervisory, or judicial authority;

    c. in connection with the commencement, pursuit, or defense of any bona fide legal proceedings to enforce or challenge any arbitration award; or

    d. to the extent that such confidential information is already in the public domain through no fault or breach by the disclosing party.

• 34. Governing Law
  Except where Canadian law provides otherwise, these Terms (including this arbitration agreement) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.
• 35. Class Action Waiver
  You and Pallapay agree that any Claims shall be brought against Pallapay on an individual basis only and not as a plaintiff or class member in any purported class, collective, or representative action. You further agree to waive any right for such Claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permitted by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the prior written consent of Pallapay.
• 36. General terms

  • 36.1. Applicable Law. You and any Permitted User must comply with all Applicable Law, licensing requirements and third party rights (including data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Pallapay Services, your Pallapay Account and the Platform.

  • 36.2. Notices. We may give notice by email to your Email Account. It is your responsibility to ensure that the Email Account is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your Email Account, whether or not a notice of delivery failure is received.

    You may give us notices only as we direct, which may change from time to time.

    Any notices, consent or other communication given under these Terms must be in writing, in English, and signed or otherwise authorised by the party giving it.

  • 36.3. Announcements. All official announcements, news and promotions will be listed on the Website. These announcements are important, and may relate to issues that may impact your use of Pallapay Services. You are responsible for monitoring the Website and reading and considering these announcements.

  • 36.4. Entire agreement. The Terms, together with any applicable Product Terms, constitute the whole agreement between you and us with respect to the Pallapay Services. Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Terms or any Product Terms.

  • 36.5. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent, which may, in some cases, require additional information or enhanced due diligence. We may assign, transfer, or novate any of our rights or obligations under these Terms at any time to any third party, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving Pallapay. Pallapay may assign, transfer, or novate all or part of its rights or obligations under these Terms and any terms and conditions incorporated by reference (including any Product Terms) to any Pallapay Affiliate or third party without restriction, and without providing notice to you. Any such Pallapay Affiliate or third party will assume all rights and obligations to be transferred in full, and Pallapay will be released from the transferred rights and obligations. The fact of any assignment, transfer, or novation may, at our sole discretion, be published on our website or communicated through other channels, but Pallapay is not required to notify you. Any transfer of personal data will be carried out in accordance with Applicable Laws.

  • 36.6. Invalidity. If, at any time, any clause or sub-clause of the Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.

  • 36.7. Records. You agree that we may record any telephone, email and chat conversations with you, as well as any other forms of communications, including communication used to give Instructions or effect Transactions, between you and us, and that the recordings may be used as evidence in any proceedings relating to any agreement with you. These records will be our sole property.

  • 36.8. Language. These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text will prevail.

  • 36.9. Third party rights. Other than in relation to Pallapay Affiliates, nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any clause or sub-clause of these Terms. The Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns.

  • 36.10. Survival. 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.

  • 36.11. Relationship of the parties. Pallapay is not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

  • 36.12. Digital Assets. We record in your Pallapay Account the quantity and type of any Digital Assets held to your credit. Digital Assets held by Pallapay on behalf of users are maintained in aggregated wallets and are not segregated on-chain by individual user. Pallapay uses an internal ledger system to record customer entitlements and to reflect the quantity and type of Digital Assets credited to each user account. Each user is assigned a unique ledger-based (off-chain) account within the Pallapay system, identified by a unique User ID (UID) and associated login credentials, against which the relevant balances are recorded. Pallapay does not act as a trustee or custodian of any Digital Assets credited to your account and owes no fiduciary or trust duties to users in respect of such assets. When you instruct Pallapay to transfer, exchange, or otherwise deal with any Digital Assets, Pallapay is not required to use any specific identifiable Digital Assets. Subject to these Terms, Pallapay will fulfill your instructions using Digital Assets of the same quantity and type as those credited to your account. You acknowledge and agree that you have no right to claim or recover any specific Digital Asset, but only the right to receive an equivalent quantity and type of Digital Assets as recorded in your Pallapay Account.

  • 36.13. Force Majeure. We will not be liable for any delay or failure to perform as required by these Terms to the extent the delay or failure is caused by a Force Majeure Event.

  • 36.14. No waiver. No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.

  • 36.15. Set-off. In addition to any legal or other remedy available under the Terms or by law, we may set-off any amounts you owe to us under the Terms or otherwise. You must pay all sums that you owe to us free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law.

  • 36.16. Privacy of others. If you receive information about another user through the Platform or from utilising the Pallapay Services, you must keep the information confidential and only use it in connection with the Pallapay Services and always in accordance with Applicable Law. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a Transaction.

  • 36.17. Publication of breaches. Where you have breached these Terms, Pallapay may publish, or otherwise provide its users with details of the breach, including any information that you have provided Pallapay. Pallapay may only do so where it determines that doing so is necessary for the protection of other users, and consistent with Applicable Law.

  • 36.18. Death of Pallapay Account holder. In the event of your death or incapacity, the representative(s) or legal beneficiary/beneficiaries of your estate may give us written notice. If we have reason to believe you have died, we may suspend your Pallapay Account. Your Pallapay Account will be suspended until:

    a. a representative of your estate or authorised beneficiary completes a successful inheritance application to receive the assets in your Pallapay Account in accordance with our requirements which may be amended from time to time without notice; orb. you provide satisfactory proof that you are not deceased.Our ability to provide your representative(s) with the assets in your Pallapay Account is subject to the restrictions imposed by Applicable Law and these Terms. We do not commit to any particular timeline for the transfer of assets held to the credit of your Pallapay Account.

  • 36.19. Tax. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether any taxes apply to your use of the Pallapay Services, or for collecting, reporting, or remitting any taxes arising from any Transaction or use of the Pallapay Services.

    You acknowledge that we may make certain reports to tax authorities regarding Transactions made on the Platform, and that we may, in our sole discretion or as required by Applicable Law, provide you with additional documentation or records needed by you to calculate any tax obligations. We may also withhold and deduct at source any taxes due under Applicable Law in our sole discretion.

  • 36.20. Press Release. You hereby authorize Pallapay, without any prior notice to you, to publish a press release or other public announcement identifying your corporate entity as a user of the Pallapay Services.

• 37. Definitions and Interpretation

  In these Terms:

  a. Clause headings and numbering are for convenience only and do not affect the meaning, priority, or interpretation of any clause or sub-clause of these Terms;

  b. The words “include” or “including” shall mean “including without limitation” and “include without limitation,” respectively;

  c. Any undertaking to do or not do a thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing;

  d. Words importing the singular include the plural and vice versa, and words importing a gender include any gender;

  e. Any reference to a document is to that document as amended, varied, or novated from time to time, otherwise than in breach of these Terms or that document;

  f. In the event of inconsistency between these Terms (including any documents referred to in these Terms), the inconsistency shall be resolved by giving such provisions and documents the following order of precedence:

  i. The Product Terms;

  ii. The Privacy Policy; and

  iii. These Terms.

  g. Except where the context requires otherwise, the following terms shall have the following meanings:

  "Access IDs" means your Pallapay Account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication that you use to access your Pallapay Account or the Pallapay Services or to send Instructions.

  "Account History" means the electronic record of your Transactions on your Pallapay Account.

  "Pallapay," "we," "our" or "us" means Pallapay Ltd. (a company incorporated under the laws of Canada with MSB Registration Number: M23088601 and address at 18 Strathearn Avenue, Unit #29A Brampton, ON, Canada, L6T 4X7).

  "Pallapay Account" means any accounts (including Corporate Pallapay Accounts) or Permitted Users accounts, which are opened by Pallapay for you to record your use of Pallapay Services.

  "Pallapay Affiliates" means, with respect to Pallapay Ltd., any other person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, Pallapay Ltd.

  "Pallapay API" means an API made available by a Pallapay Affiliate to you as a service, or third-party applications relying on such an API.

  "Pallapay IP" means the Created IP and all other Intellectual Property Rights owned by or licensed, on a sub-licensable basis, to us as at the date of the Terms and any other Intellectual Property Rights owned or acquired by or licensed, on a sub-licensable basis, to us after the date of these Terms, and which are provided by us to you in the course of providing you with the Pallapay Services.

  "Pallapay Services" means the services offered by us to you through the Platform.

  "Pallapay Permitted User" means an account that is set up under a primary Pallapay Corporate Account.

  "Chat Service" has the meaning given to it in clause 5.

  "Claim" means any dispute, claim, difference or controversy between you and Pallapay (and/or any Pallapay Affiliates) arising out of, in connection with, or relating in any way to:

  (a) these Terms or any Product Terms, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity;

  (b) your relationship with Pallapay (and/or any Pallapay Affiliates) as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms); or

  (c) any non-contractual obligations arising out of or relating to these Terms, or any Product Terms, or your relationship with Pallapay (and/or any Pallapay Affiliates).

  "Control" means the power of a person to secure that the affairs of another are conducted in accordance with the wishes of the first person whether by means of:

  (a) in the case of a company, being the beneficial owner of more than fifty percent (50%) of the issued share capital of or of the voting rights in that company, or having the right to appoint and remove a majority of the directors or otherwise control the votes at board meetings of that company by virtue of any powers conferred by the organisational documents, shareholders’ agreement, a majority of the board of directors or any other document regulating the affairs of that company or by any other means; or

  (b) in the case of a partnership, being the beneficial owner of more than fifty percent (50%) of the capital of that partnership, or having the right to control the composition of or the votes to the majority of the management of that partnership by virtue of any powers conferred by the partnership agreement or any other document regulating the affairs of that partnership or by any other means.

  "Corporate Pallapay Account" means Pallapay Business Account, a Pallapay Account maintained for a corporation, entity, or other organisation for the provision of Pallapay Services.

  "Created IP" means any Intellectual Property Rights created by you pursuant to these Terms, including the User Materials, but excluding any other User IP.

  "Digital Assets" means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.

  "Dominant Digital Asset" means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us in our sole discretion.

  "Email Account" means the email account(s) associated with your Pallapay Account(s), as agreed with Pallapay from time to time, in accordance with any processes identified by Pallapay when using the Platform.

  "Fiat Currency" means any government or central bank issued national, or supra-national, currency, or other monetary obligation denominated in such currency and which is not a Digital Asset.

  "Force Majeure Events" means:

  a. any fire, strike, riot, civil unrest, terrorist act, war or industrial action;

  b. any natural disaster such as floods, tornadoes, earthquakes and hurricanes;

  c. any epidemic, pandemic or public health emergency of national or international concern;

  d. any act or regulation made by a government, supra-national body or authority that we believe stops us from providing Pallapay Services on the Platform;

  e. the suspension or closure of any Pallapay Affiliate;

  f. the nationalisation of any Pallapay Affiliate;

  g. the imposition of limits or unusual terms by a government on any Digital Assets on our Platform;

  h. technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;

  i. the failure of any supplier, intermediate broker, agent, principal custodian, sub-custodian, dealer, exchange, staking platform, liquidity pool, bridge provider, issuer of a Backed Digital Asset, market maker, clearing house or regulatory organisation to perform its obligations to us;

  j. any labour or trade disputes, strikes, industrial actions or lockouts (other than in each case by Pallapay or the Pallapay Affiliates); and/or

  k. an event which significantly disrupts the market for Digital Assets, which could include excessive movements in the price, supply or demand of a Digital Asset, whether regulated or unregulated.

  "Fork" means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.

  "Forked Digital Asset" means a Digital Asset that results from a Fork.

  "Improper Intent" means Pallapay reasonably determines that there may be actual or suspected market manipulation and market abuse on your part, including (without limitation), capitalising on opportunities where the executable price of a Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which Pallapay offers prices.

  "Instruction" means any instruction, request, or order given to Pallapay by you or a Permitted User in relation to the operation of your Pallapay Account or to execute any Transaction, through such medium and in such form and manner as Pallapay may require and “Instruct” shall be construed accordingly.

  "Intellectual Property Rights" means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and rights to apply for registration, of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

  "List of Prohibited Countries" means the list of countries accessible at https://www.pallapay.com/legal/list-of-prohibited-countries.

  "Local Terms" means the terms governing your use of the Pallapay Services provided in any particular jurisdiction.

  "Losses" has the meaning given to it in clause 29.1.

  "Network Event" means in relation to a Digital Asset, any event in respect of the blockchain or the smart contract that underlies a Digital Asset, which is beyond Pallapay’s control, and results in either (a) a loss of control or ownership by Pallapay or a third party of any amount of such Digital Asset; or (b) transaction records on the blockchain being altered, reversed, or otherwise invalidated, whether by way of a fraudulent act or consensus, which shall include, without limitation, any double spending attack, 51-percent attack, or blockchain reorganization, in each case as determined by Pallapay in good faith and in its sole discretion.

  "Permitted User" or Your Employee, means any person identified by you and communicated to us, in accordance with these Terms, that is authorised to act on a user’s behalf with respect to any Corporate Pallapay Account.

  "Platform" means the digital platform that we or any of the Pallapay Affiliates may make accessible to you via Sites, the Mobile App, a Pallapay API or by such other means as Pallapay Affiliates may prescribe from time to time for the use of Pallapay Services.

  "Privacy Policy" means the privacy policy located at https://www.pallapay.com/privacy.

  "Product Terms" means the product-specific terms and conditions that apply to the use of a Pallapay Service, in addition to these Terms.

  "Regulatory Authority" means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.

  "Restricted Person" means a person or legal entity who is (a) named on, or owned or controlled by any person or legal entity named on the lists maintained by the United Nations Security Council, the European Union, Canada, or any other sanctions authority as determined by Pallapay from time to time (including but not limited to the List of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC)) or (b) located, incorporated, otherwise established in, or resident in any territory in the List of Prohibited Countries.

  "Risk Warning" means the general risk warning published on the Website.

  "Security Breach" means

  a. your Pallapay Account(s) or any of your Access IDs have been compromised;

  b. the loss, theft, or unauthorised use of any of your Access IDs or any unauthorised access to and use of your Pallapay Account or the Pallapay Services on your behalf; or

  c. any other security incident (including a cyber-security attack) affecting you and/or Pallapay.

  "Sites" means our Website and any other websites, pages, features, or content we own or operate.

  "Supported Digital Assets" means those Digital Assets that are available in connection with your use of the Pallapay Services.

  "Terms" means these terms of use, together with any other documents expressly incorporated by reference, including the Product Terms, in each case as amended or supplemented from time to time.

  "Trade Marks" means the Intellectual Property Rights in the trade marks, service marks, and logos used and displayed on or through the Platform, the Sites, and/or the Pallapay Services.

  "Transaction" means selling, purchasing, or entering into any other type of transactions, or agreeing to sell, purchase, or enter into any other type of transactions involving Digital Asset(s), their derivatives, other asset(s) or product(s) as Pallapay may from time to time permit to be carried out on the Platform, and transferring Digital Assets or Fiat Currency into or out of your Pallapay Account.

  "User IP" means the Intellectual Property Rights owned by or licensed to you as at the date of these Terms and any other Intellectual Property Rights owned or acquired by or licensed to you after the date of these Terms, excluding Pallapay IP.

  "User Materials" means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of Pallapay Services, or otherwise.

  "Website" means the website located at www.pallapay.com.