Effective:  12 November 2024

Version 1.0

These Portal Pay Merchant Terms of Service (the “Terms”) between you and Portal Services (Panama) Inc. (collectively with our affiliates, “Portal”, “we” or “us”) govern your merchant and/or developer use of and access to our websites and applications, including the Portal Pay and related websites (collectively, “Portal Pay”), and all of the associated functionality, content, and services we provide to you (collectively, the “Services”).

Please read these Terms carefully before using or accessing the Services. By accessing or using any of the Services we provide, along with your explicit consent to these Terms, you expressly agree to be bound by these Terms and by our Privacy Notice, which is incorporated as part of these Terms. 

Please note these especially important parts of these Terms:

Crypto products, including cryptoassets, are largely unregulated and can be highly risky. There may be no regulatory recourse for any loss from such transactions. 

Nothing in the Services constitutes an offer to sell, or the solicitation of an offer to buy, any securities or cryptoassets. The Services do not constitute investment advice. Holding, buying, or selling any cryptoassets may not be permitted where you live, and it is your responsibility to comply with all applicable law. Please consider whether buying, selling, using, or holding cryptoassets is suitable for you in light of your financial circumstances and your understanding of cryptoassets. The value of cryptoassets may change quickly and may lose all of their value. 

1. These Terms

   1. Privacy. Our Privacy Notice describes the data we collect from you and how we use it. Please do not use the Services if you do not want us to collect or use your data in the manner described in the Privacy Notice. 

2. Eligibility. In order to use the Services, you must comply with these Terms and all applicable laws. You cannot use the Services to conduct, promote, or help others to carry out any illegal activity.

In addition, you must meet all of the following criteria:

• You are at least 18 years old or the age of majority in your jurisdiction and have the power to enter into these terms;

• You represent and warrant that you are not a citizen or resident of a state, country, territory, or other jurisdiction that may not receive these Services by virtue of applicable sanctions imposed by United Nations, the European Union, the British Virgin Islands or Panama, or where your use of the Services would be illegal or otherwise violate any domestic or foreign applicable law or regulations;

• If you are representing a legal entity, you represent that you have the legal authority to bind that entity to these Terms, and that the entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify, including relevant financial crime regulations such as anti-money laundering regulations. 

3. Availability. The Services may not be available in your country. Access to certain Services or features in certain countries may be blocked by us or foreign governments. You may not use VPN or similar tools for the purpose of circumventing any restrictions. Access to the Services and certain features may be unavailable or restricted depending on your location, and may change at any time. It is your responsibility to make sure that your use of the Services is legal where you use them. Services are not available in all languages. In addition, we have further described our service availability and support in Appendix 1. 

4. Updates. We may make changes to these Terms from time to time. If we do this, we will make the updated terms available on the Services. Where required by applicable law, we shall notify you prior to making any changes and where such changes might be especially material or disadvantageous for you, we shall provide additional prior notice if required by applicable law. You understand and agree that your continued use of the Services after we have made any such changes and where you have not specifically objected to the same constitutes your acceptance of the updated Terms. You can stop using the Services at any time if you do not agree to these Terms. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion, to the extent permitted by applicable law. 

5. Additional Terms. Additional terms and conditions may apply to specific applications, content, features, or portions of the Services, and all such additional terms and conditions we provide to you will form part of these Terms. 

2. Services

   1. Portal Pay. Portal Pay is a blockchain payment platform that allows individuals and merchants to easily transact using cryptoassets. This platform allows merchants to easily request payments via cryptoassets. Transactions are strictly between merchants and individuals, and each must transact using their own non-custodial or self-custodial wallets. Portal has no ability to transact on behalf of others, and cannot take custody of any cryptoassets. Portal Pay is a technology platform only, and does not provide any exchange, transfer, custody, or other financial services. 

2. Portal Pay for Merchants. Portal pay enables merchants to accept payments in cryptoassets from individuals. Portal Pay also provides merchants with a website interface to request payments from individuals. In order to use Portal Pay, merchants must have their own non-custodial wallets that can accept certain cryptoassets. Portal does not provide custodial wallet services or exchange services, and cannot accept transfers on behalf of merchants. Merchants are solely responsible for any transactions they make and any legal relationships they form with individuals. 

3. Third-Party Integrations. Where available, the Services may provide you with links to third-party services, such as transaction processors or cryptoasset exchange service providers. You can see which third-party integrations are available to you within the Portal Pay platform. When you use these services, you are making transactions with third parties and not us. You must follow the relevant instructions provided by the third-party provider and accept their terms of services. We do not take control of or transmit your cryptoassets while providing our Services, or when you access third-party services.

3. Purchases, Fees, and Taxes

   1. Transaction Fees. By using the Services, you agree to pay all applicable fees, including transaction fees for using Portal Pay as set out in Appendix 2. We will let you know of any applicable fee before you make a transaction. If you use a third-party service, their fees may apply. 

2. Network Fee. Interactions with blockchains usually incur a network fee. The network fee is charged by and paid to the blockchain network, not to us, for facilitating any transactions.

3. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transaction via the Services, and to withhold, collect, report, and remit the correct amount of tax to the appropriate tax authorities. 

4. Updates. All fees are displayed and current as reflected in the Services and may be updated and changed from time to time. 

4. Intellectual Property

   1. Ownership. Our software, the application, the Services, the Content, the Marks (as defined below) and the design, selection, and arrangement of the Content in the Services (the “IP”) are protected by copyright, trademark, patent, and other intellectual property rights and laws. You agree to abide by all applicable intellectual property rights and laws, as well as any trademark or copyright notices or restrictions contained in the Services. You may not remove any copyright, trademark, or proprietary notices contained in the IP. 

2. Trademarks. The Portal Pay name and all related logos and slogans are trademarks or service marks of Portal or its licensors (the “Marks”). You may not copy, imitate, or use the Marks, in whole or in part, without our written permission. All other trademarks, names, or logos mentioned in connection with the Services are the property of their respective owners and you may not copy, imitate, or use them, in whole or in part, without the written permission of the applicable trademark owner. The inclusion of any marks of others in the Services does not constitute an approval, endorsement, or recommendation by us. 

5. License and Restrictions

   1. License. Provided that you are eligible to use the Services and subject to your compliance with these Terms, we hereby grant you a limited license to access and use the Services. 

2. License Restrictions. You may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws. Unless explicitly stated herein, nothing in these Terms is construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause, to the extent permitted by applicable law. 

6. Acceptable Use

   1. You may use the Services only for lawful purposes. We reserve the right at all times and in our sole discretion to review, cancel or suspend your access to or use the Services in accordance with applicable law. The items on the Prohibited Uses list are only examples and the list is not exhaustive; we may add or remove prohibited uses at our sole discretion in accordance with applicable law. 

2. Prohibited Uses include:

• Illegal activity: any activity that would violate, or assist in the violation of, any sanctions programs administered by OFAC; violate, or assist in the violation of, any laws in the countries where we conduct business; involve proceeds of any illegal activity; or publish, distribute, or disseminate any illegal material or information.

• Excessive use or hacking: any activity that imposes an unreasonable or disproportionately large load on our infrastructure; detrimentally interferes with, intercepts, or expropriates any system, data, or information; transmits or uploads any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; or attempts to gain unauthorized access to the computer systems or networks connected to the Services.

• Abuse of others: any activity that interferes with another person’s access to or use of the Services; defames, abuses, extorts, harasses, stalks, threatens, or otherwise violates or infringes upon another person’s privacy, intellectual property, or any other legal rights; incites, threatens, facilitates, promotes, or encourages hatred, racial intolerance, or violent acts against others; or harvests, scrapes, or collects another user’s data from the Services without permission.

• Fraud and other unfair business practices: any activity that operates to defraud us, our users, or any other person; provides any false, inaccurate, or misleading information to us; promises unreasonably high rewards or sells a service without added benefit to the buyer; or furthers other predatory and deceptive practices including unlawful lotteries, raffles, bidding fee auctions, contests, sweepstakes, gambling, or any other game of chance.

• Intellectual property infringement: any activity that involves the sale, distribution, or provision of access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; uses the IP (including the Mark) without express consent or in a manner that otherwise harms us or our brand; implies an untrue endorsement by or affiliation with us; or infringes or violates any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law.

7. Suspension

We may suspend and restrict your access to the Services where: (i) we are required to do so by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using the Service in connection with a Prohibited Use; (iii) use of your using the Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) our service partners are unable to support your use; (v) you take any action that we deem as circumventing our controls

8. Not an Offering of Securities or Commodity Interest

The content of the Services does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments; the content or the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation.

9. Content

The information and material we provide to you through the Services (“Content”) are solely for general information purposes, and we do not guarantee its accuracy, usefulness, or completeness, to the extent permitted by applicable law. Any reliance you place on our Content is strictly at your own risk. We have no liability or responsibility for any actions you take or do not take because of the Content, or for anyone with whom you share the Content. Other users’ statements describing their use of our Services found on the Services or anywhere else should not be viewed as our endorsement of their statements if the statements are inconsistent with these Terms or our Content. We may update the Content from time to time, but such Content may not be complete or up-to-date, and we are under no obligation to you to update the Content or any other part of the Services. We may modify or discontinue, temporarily or permanently, any part or all of the Content or Services without prior notice to you, to the extent permitted by applicable law. We will not be liable for any modification, suspension, or discontinuance of part or all of the Content or the Services, to the extent permitted by applicable law.

10. Disclaimer of warranties 

    1. Your use of the Services is at your own risk. The Services, the Content, and all other IP are provided on an “AS-IS” and “AS AVAILABLE” basis without any representation or warranty, whether express, implied, or statutory. To the maximum extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, or non-infringement as to the features, content, or other IP contained in the Services. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties, including other users concerning the Services.

2. We do not make any representations or warranties that (a) access to all or part of the Services will be continuous, uninterrupted, timely, secure, or error-free; (b) that the Services or content are accurate, complete, reliable, or current; (c) that the Services are free of viruses or other harmful components; or (d) that the Services or the content will meet your requirements, needs, or expectations.

3. Additionally, we do not make any representations or warranties with respect to the legality of the Services for any use case, or that the Services will meet any regulatory or compliance needs. You are also responsible for determining and complying with all legal and regulatory restrictions and requirements that may govern your use of the Services. Except for the express statements set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your access to and use of the Services.

4. We are not acting and cannot act as your advisor with respect to any financial, legal, investment, or tax matters. Any content speaks only as of the date indicated. Any projections, estimates, forecasts, targets and/or opinions expressed here are subject to risks, uncertainties, and assumptions, and so may be incorrect and may change without notice. No content should be relied upon.

5. Certain information here may have been obtained from third-party sources. While such sources are believed to be reliable, we have not independently verified all such information and make no representations as to its accuracy. We are not a registered broker-dealer or investment adviser. We make no representations, and specifically disclaim all warranties, express, implied, or statutory, regarding the accuracy, timeliness, or completeness of any material contained in the Services. Our content is for general information only, and you are solely responsible for determining whether or not to use the Services. You acknowledge that trading, using, and holding cryptoassets is inherently risky. 

6. We are not liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services.

11. Limitation of Liability 

    1. We don’t exclude or limit our liability to you where it would be illegal to do so. In countries where the below types of exclusions aren’t allowed, we’re responsible to you only for losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of our contract with you. This paragraph doesn’t affect consumer rights that can’t be waived or limited by any contract or agreement.

2. To the extent permitted by law, you agree that under no circumstances will we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries (the “Portal Parties”) be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible property, whether such liability is asserted on the basis of tort or otherwise, and whether or not the Portal Parties have been advised of the possibility of such damages arising out of or in connection with: (a) your use or inability to use the Services; (b) inaccessibility or termination of the Services; (c) any hacking, tampering, unauthorized access to or alteration of any transaction or your data; (d) any transaction or agreement entered into by you with any third party through the Services; (e) any activities or communications of third parties; (f) any Third-Party Content accessed on or through the Services; (g) errors, mistakes, or inaccuracies in our Content; (h) personal injury or property damage of any nature whatsoever resulting from any access to or use of the Services; (i) viruses, trojan horses, or the like that may be transmitted to or through the Services; or (j) the defamatory, offensive, or illegal conduct of any third party. This limitation of liability will apply whether the damages arise from use or misuse of, or reliance on Portal or the Services, notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by applicable laws.

3. Under no circumstances will the Portal Parties be liable to you for any direct claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding $100.00. If you are dissatisfied with the Services, you agree that your sole and exclusive remedy will be for you to discontinue your use of the Services. This limitation of liability will apply to the fullest extent permitted by applicable laws.

4. Release and Indemnification. You agree to defend, indemnify, and hold harmless the Portal Parties from and against any claims, damages, costs, liabilities, reasonable attorneys’ fees, and expenses brought against a Portal Party by any third party arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another person; or (d) your conduct in connection with the Services. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provisions in this paragraph may not apply to you. If you are obligated to indemnify any of the Portal Parties, we reserve the right, in our sole discretion, to control any action or proceeding and to determine whether to settle and on what terms.

12. Governing Law

The laws of Panama will apply to this Agreement and any disputes arising out of this Agreement. The governing law stated in this section will apply without regard to principles of conflict of laws. You further agree that the Service will be deemed to be based solely in Panama, and that although the Services may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any form outside Panama. 

13. Dispute Resolution, Arbitration and Waiver of Class Action

    1. Please read the following paragraphs carefully. They require you to settle disputes with us through individual arbitration before a sole arbitrator, and not as a member of a class action. Arbitration prevents you from suing us in court.

2. We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within 60 days of your email, and you elect to bring a statutory claim, common law claim, claim based in contract, tort, fraud, misrepresentation or any other legal theory, or any other formal proceeding arising out of or relating to these Terms, the Content, or the Services (each, a “Dispute”), then you agree to resolve the Dispute through binding arbitration, on an individual basis according to the following terms (collectively, the “Arbitration Agreement”):

• Arbitration will be conducted confidentially by a single arbitrator. 

• The Dispute will be solely and finally settled by arbitration administered by the London Court of International Arbitration (“LCIA”) in London, unless you and we both agree to conduct it elsewhere. You agree that the courts in Panama are the proper forum for any appeals of an arbitration award or for court proceedings in the event that our binding arbitration clause is found to be unenforceable. 

• In any arbitration, the parties will not seek discovery from each other, and the arbitrator will not allow parties to engage in discovery; rather, each party will disclose the evidence supporting their positions at a mutually agreeable time and date prior to the final arbitration hearing. 

• This Arbitration Agreement covers the enforceability, revocability, scope, and validity of the Arbitration Agreement or any portion of the Arbitration Agreement, and all other Disputes arising out of or related to the interpretation or applicability of the Arbitration Agreement; and all such matters will be decided by the arbitrator and not by a court or judge.

• At the request of either party, all arbitration proceedings will be conducted in utmost secrecy and, in such case, all documents, testimony, and records will be received, heard, and maintained by the arbitrator in secrecy under seal, available for inspection only by the parties, their respective attorneys, and their respective experts, consultants, or witnesses who have agreed, in advance and in writing, to receive all such information as confidential to be used solely for purposes of the arbitration.

• Other than class procedures and remedies discussed in this Arbitration Agreement, the arbitrator has the authority to grant any remedy that would otherwise be available in court.

• Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

3. 30-Day Right to Opt Out. You have the right to opt out and not be bound by this Arbitration Agreement by sending an email from the address you used to set up your application to [email protected] with the Subject Line: “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT. You must send your email within 30 days of agreeing to these Terms, otherwise you will be bound to arbitrate Disputes in accordance with the terms of this Arbitration Agreement. If you opt out of this Arbitration Agreement, we will also not be bound by the Arbitration Agreement.

4. Arbitration Agreement Final Provisions

This Arbitration Agreement will survive the termination of these Terms, and your use of the Services. 

Notwithstanding anything in this Arbitration Agreement to the contrary, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

14. General Provisions

    1. No Waiver; Severability; Non-Assignability. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible, to the extent permitted by applicable law. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

2. Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between you and us with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, concerning the Services. Section headings in these Terms are for convenience only and will not govern the meaning or interpretation of any provision.

3. Survival. All provisions of these Terms pertaining to suspension or termination, debts owed to Portal, general use of the Services, Disputes with Portal, as well as provisions which by their nature extend beyond the expiration or termination of these Terms, will survive the termination of expiration of these Terms. 

4. Relationship of the Parties. Nothing in these Terms will be deemed or is intended to be deemed, nor will it cause you and Portal to be treated as partners, joint-venturers, or otherwise as joint associates for profit, and neither you nor Portal will be treated as the agent of the other. This includes the fact that nothing in these Terms establishes or is intended to establish any employment relationship between you and Portal.

5. No Professional Advice or Fiduciary Duties. All Content provided by us is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by Law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

6. Change of Control. In the event that we are acquired by or merged with a third-party entity, or otherwise assigns certain functions to an affiliated or successor entity or other entity that we determine is in the best interest of Users, then we reserve the right, in any of these circumstances, to transfer or assign the Data we have collected from you as part of such merger, acquisition, sale, or other change of control, in accordance with applicable law.

7. Force Majeure. We will not be liable for delays, failure in performance, or interruption of service that result directly or indirectly from significant market volatility in cryptoassets, any act of God, acts of civil or military authorities, acts of terrorists, civil disturbances, war, strike, health emergency, labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, or any cause or condition beyond our reasonable control (each, a “Force Majeure Event”). The occurrence of a Force Majeure Event will not affect the validity and enforceability of any of the remaining provisions of these Terms.

APPENDICES

Appendix 1.

1. Service Availability

   1. Uptime Commitment: 99.99% uptime

   2. Scheduled Maintenance: Notification of scheduled maintenance will be provided 20 business days in advance via email, to any email addresses associated with the company’s Pay Organization.

2. Customer Support

   1. Access to Portal technical support through [email protected], or the support chat widget in Portal Payhub:

   2. High Priority: Response within [8 hours].

   3. Medium Priority: Response within [1 business day].

   4. Low Priority: Response within [3 business days].

3. Reporting and Monitoring

   1. Client Access: Clients will have access to a dashboard for account management and transaction records.

Appendix 2.

1. Transaction Fees

   1. Portal Pay transaction fees are set at 1% of the transaction

2. Network Fees

   1. Blockchain and network fees are not paid to Portal Pay 

3. Third Party fees

   1. Third party fees are not paid to Portal Pay

4. Fee collection

   1. Invoices will be issued monthly in arrears with a 30 day settlement term.

   2. Fees denominated in USD, to be paid in crypto in line with the payment link provided with the invoice

   3. If no payment is received within 30 days, 1% of compound interest will be added daily, up to an additional 30 days. 

   4. If no payment is remitted 60 days from the receipt of an invoice, a developer may also have their accounts suspended with no additional notice upon failure to remit payment.