Terms of Service
Date last revised: December 5, 2024
1. Introduction
These Terms of Services (“Terms”), which shall be viewed as an agreement between an individual or entity user or authorized representative of such user (“you”, “your”, “user”) and Pajily Labs, LLC (“Pajily”, “we”, “us”, “our”), govern your access and use any Services (as defined in Section 3 of these Terms) as accessible through our website http://www.pajily.com/, as well as any other media form, media channel, mobile applications or any other website-hosted or mobile-user interface, products, and Services marketed, advertised, or marked by us with the name “Pajily” from time to time (collectively, the “Site”).
By accessing the Site and/or making payment for an Order to a Merchant (the “Order” and “Merchant" shall be defined below), you accept and agree to be legally bound by these Terms and all the terms incorporated herein by reference.
Pajily reserves the right to modify or replace any of these Terms in its sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last modified. Please check these Terms periodically to ensure that you are aware of and in compliance with the most current version of these Terms. Any revision to the Terms shall take effect immediately upon such revised Terms being made accessible via the Services. Such revised Terms shall be binding on you, and by your continued access and/or use of the Site for purposes of participating in the Services, you shall be deemed to agree to and accept the Terms as revised.
THE SITE AND SERVICES IS DEVELOPED AND PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY PAJILY AND/OR ITS AFFILIATES, AND PAJILY AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE, OR PARTICIPATE IN THE SERVICES, AND YOU MUST CANCEL YOUR ACCESS IMMEDIATELY.
a. In these Terms, the following words, and expressions, whenever used in these Terms shall have the respective meanings indicated below:
“Applicable Laws” means any and all applicable federal, state, local and foreign statutes, laws, regulations, treaties, ordinances, rules, regulatory guidance, judgments, directives, orders, decrees and determinations of (or agreements with), and mandatory written direction from (or agreements with), a Governmental Authority, as amended and in force from time to time.
“Affiliate” means with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person; and as used in this definition, “control” means the power to direct or cause the direction of the management or policies of a person or entity, whether through the exercise of voting power or by contract and “controlling” and “controlled by” shall have correlative meanings.
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
“Intellectual Property Rights” means any and all ownership or proprietary rights, rights of use or any other rights with respect to the domain names, patents and patent applications, trade secrets, trademarks and service marks, trademark and service mark registrations and applications (including, but not limited to Pajily trademark), any other trade names, design rights, logos, copyrights, copyright registrations and applications, and any other intellectual or industrial property right in connection or related to Pajily product.
“Merchant” refers to the entities listing Offerings available for you to purchase or subscribe to on their corresponding Merchant Platform.
“Merchant Platform" refers to a website, application backend, internet-based application or mobile phone-based application operated by or on behalf of Merchant and accessed by an user.
“Offering" refers to any relevant product, subscription and/or Services provided by the Merchant which you pay for using Supported Digital Assets;
“Order” refers to a request or instruction placed by you to make a payment for an Offering through our Services.
“Purchase Agreement” the agreement between you and the relevant Merchant(s) under which you purchase and/or subscribe to the relevant Offering.
“Supported Digital Asset” means a list of Digital Assets which is accepted by the Merchant for Offering purchase from time to time.
b. Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.
2. Contracting Party and Eligibility to access to and use the Services
2.1. The Site and Services are available only to entities and persons who have reached the age of legal majority and are competent to enter into a legal binding agreement under Applicable Laws.
2.2. By accessing or using the Site and/or Services, you represent to us that:
a. you are at least 18 years old, or the age of majority in your jurisdiction, whichever higher and have the full right, power, and authority to enter into and comply with these Terms of Use on behalf of yourself and any company or legal entity for which you may access or use the Site and Services. Persons under the age of 18 are not permitted to access to and/or use the Site and/or Services; and
b. your access and use of the Site and/or Services will fully comply with all applicable laws and regulations, and that you will not access or use the Site and/or Services to conduct, promote, or otherwise facilitate any illegal activity; and
c. you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as tokens, cryptocurrency, NFTs and other digital assets. In particular, you understand that blockchain-based transactions are irreversible and that we have no control over the operation of such networks; and
d. you have conducted an independent investigation of the Services and the matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to use the Services, you have relied solely on the results of such investigation and such independent judgement; and
e. you irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by Pajily, in determining to enter into these Terms or use the Services; and
f. you have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token trading activities; and
g. no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice; and
h. there is no legal proceeding pending that relates to your activities relating to the Services or other token- or digital asset- trading or blockchain technology-related activities; and
i. you are not:
(i) a citizen or permanent resident of, you do not have a primary residence in, and you are not physically located in (i) Cuba, Egypt, Hong Kong, Iran, Iraq, People’s Republic of Korea, Saudi Arabia, Syria, Ukraine, United States of America or its territories or possessions; or (ii) any country (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset (as defined in Section 4) transactions would be construed as the transactions of a security (howsoever named), financial Services or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and;
(ii) a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.
3. Services
3.1. By using our integration Services which is integrated to Merchant Platform, you can purchase goods or Services from a Merchant on the Merchant Platform. This includes but is not limited to:
a. making a purchase for Offerings using Supported Digital Assets at a Merchant Platform and selecting Pajily Services as your payment method at checkout; and
b. making a payment to a Merchant for goods or Services via scanning their respective QR code; and
(collectively referred to as “Services”)
3.2. We do not provide custody Services for the Supported Digital Assets. We do not provide, nor do we accept responsibility for, any legal, tax or accounting advice. We do not provide advice or any form of recommendation regarding the suitability/appropriateness of our Services.
3.3. No action we take nor the way we present any Supported Digital Asset should be taken as implying or indicating any preference by us of any particular Supported Digital Asset nor of approval or endorsement of any Supported Digital Asset.
4. Your Use of the Services
4.1. In relation to all Offerings made available to you, you agree to a purchase agreement, which will be provided by the Merchant, in order to participate in the Offering.
4.2. You are responsible for ensuring that by agreeing to a purchase agreement and by purchasing or subscribing to any Offerings you are in compliance with all Applicable Laws applicable to you, and for ensuring that:
a. you have full and proper right, power, permission and authority to purchase or subscribe to Offerings;
b. any restrictions, limitations and requirements in relation to the Offerings are complied with; and
c. you are responsible for understanding any policy on refunds and the existence or any absence of any refund rights in relation to any Offering you participate in.
4.3. We are not a party to, and do not accept any liability in relation to or as a consequence of, any purchase agreement (including as a result of any defect in or lack of performance in relation to any purchase agreement).
4.4. Refund. You understand and agree that any complaints, claims, disputes, chargebacks or refunds in relation to goods and/or Services provided by and purchased from a Merchant will be resolved between such Merchant and yourself, and Pajily will not be responsible for any refunds made or to be made by such Merchant.
5. Acknowledgements, Representations and Warranties
5.1. Purchase Agreement. Although the payment is facilitated by our Services, all purchase agreement are determined by user and the Merchant. Pajily is not a party to any purchase agreement, which are solely between the user and the Merchant and is not responsible for ensuring the compliance with such terms or mediating or resolving any disputes with respect to such purchase agreement, including but not limited to any disputes arising out of or related to any intellectual property rights associated with digital content. You and the Merchant are entirely responsible for communicating, promulgating, agreeing to, and enforcing purchase agreement, and for resolving any disputes arising from any breach of any purchase agreement. You must comply with and fulfil the purchase agreement concerning any digital content, goods, or Services that it sells.
5.2. In using our Services, you at all times represent that you:
5.2.1. (if you are a body corporate) are duly organised and validly existing under the laws of the jurisdiction of your establishment, and have full power, authority and right to bind yourself to these Terms and to receive our Services, including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations;
5.2.2. (if you are an individual) meet any age, residency, legal capacity, competency and all other requirements to receive our Services, including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations;
5.2.3. are legally permitted under Applicable Laws to buy, hold and sell Supported Digital Assets using our Services;
5.2.4. are legally permitted under Applicable Laws to make payments in Supported Digital Assets for Offerings using our Services;
5.2.5. are not impersonating any other person;
5.2.6. will always provide us promptly with up-to-date, accurate, complete and not misleading responses to any request for information we may make in connection with our provision of Services, and ensure that any such information is at all times kept up-to-date, accurate, complete and not misleading;
5.2.7. have not received any advice from us in relation to the merits of entering into these Terms or any transaction, and you are solely responsible for any evaluations, decisions and actions regarding your entering into these Terms, including whether entering these Terms is suitable/appropriate for you;
5.2.8. will at all times act in accordance with Applicable Laws (including (but not limited to): in relation to sanctions, anti-money laundering, counter-terrorist financing, anti-corruption, anti-bribery and preventing the facilitation of tax evasion);
5.2.9. will not interfere with, damage or disrupt any equipment or network or software used by any third party provider;
5.2.10. acknowledge you are responsible for your tax obligations, and that tax treatment depends on your individual circumstances and may be subject to change in future;
5.2.11. have independently (or with the assistance of an independent advisor) determined that our Services are suitable/appropriate for your requirements;
5.2.12. have read, understood and agreed to our Privacy Policy;
5.2.13. authorise us to deposit and / or pull Supported Digital Assets to and from your cryptoasset wallet as beneficial to our provision of our Services to you;
5.2.14. will not attempt to circumvent the security of or interfere with the proper working of our Services, and you will not otherwise introduce, nor permit the introduction of, any virus into any of our systems; and
5.2.15. provide us with whatever information we may request for the purposes of satisfying our own regulatory, compliance and contractual obligations, including identification checks, money laundering checks, prevention of terrorist financing, KYC checks, and preventing any suspected fraud.
6. Prohibit Activities
6.1. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
6.2. You agree not to:
6.2.1. Post, upload, publish, submit or transmit any user content: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
6.2.2. Access or use the Services to copy, modify, or create derivative works of the Services or any related software or code, or reverse engineer, disassemble, decompile, decode, adapt, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to the Services, or otherwise attempt to derive or gain access to any software component of the Services, including those of third parties;
6.2.3. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
6.2.4. Impersonate or misrepresent your affiliation with any person or entity;
6.2.5. Create or list counterfeit items;
6.2.6. Engage or assist in any activity that violates any Applicable Laws, or sanctions program, or that involves proceeds of any criminal or fraudulent activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services);
6.2.7. Intimidate or harass any person or entity, or falsely state or otherwise misrepresent the other user or their affiliation with any person or entity;
6.2.8. Damage, disable, overburden, or impair the functionality of the Site in any manner;
6.2.9. Upload, post, transmit, distribute, or otherwise make available any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the Site or the interests or property of the users or of Pajily;
6.2.10. Export or re-export any applications, code or tools developed by and proprietary to Pajily except as in strict compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
6.2.11. Use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by Pajily to access the Site or to extract data or information from the Site;
6.2.12. Commercialize any application, code, or any information or software associated with such application and/or the Site without the prior consent of Pajily;
6.2.13. Upload, post, transmit, distribute, store, or otherwise make publicly available on the Site any personal data of users, or of any third-party without the person’s prior explicit consent;
6.2.14. Harvest or otherwise collect information or data about users without their consent or use automated scripts to collect information from or otherwise interact with the Site;
6.2.15. Upload, post, transmit, distribute, store, or otherwise make available content that, in the sole judgment of Pajily, is objectionable, misleading or which restricts or inhibits any other person from using the Site, or which may expose Pajily or its users to any harm or liability of any type;
6.2.16. Upload, post, transmit, distribute, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offence;
6.2.17. Copy, modify, distribute, sell, or lease any part of the Site;
6.2.18. Reverse engineer or attempt to extract the source code of the Site;
6.2.19. Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Site, or third parties;
6.2.20. Infringe upon or violate the rights of Pajily, the users or any third party;
6.2.21. Fabricate in any way any transaction or process related thereto;
6.2.22. Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services;
6.2.23. Facilitate or assist another person to do any of the above acts.
7. Intellectual Property
7.1. Intellectual Property Rights and all other proprietary rights in relation to the content available on the Site (including but not limited to software, mobile software, algorithms, codes, audio, video, text, animations, files, photographs designs, graphics, layouts, images, video, information, and their selection and arrangement) (hereinafter, the “Site Content”) are the exclusive property of Pajily and its licensors. Pajily or its licensors’ rights to the Site Content include rights to:
a. The Site; and
b. All designs, layouts, software, displayed, and technical information associated with the Site.
7.2. All Intellectual Property Rights in the Site Content not expressly granted herein are reserved to Pajily. All copyright and other proprietary notices shall be retained on all reproductions.
7.3. Any other use of the Site Content, including without limitation distribution, reproduction, modification, making available, communication to the public, publicly performance, frame, download, display, or transmission, in whole or in part, without the prior written consent of Pajily is strictly prohibited.
7.4. Pajily and its licensors own and shall retain all Intellectual Property Rights and other rights in and to the Software, and any changes, modifications or corrections thereto, subject to open source software used in relation to the Site.
7.5. Pajily, together with its licensors expressly reserve all Intellectual Property Rights in all text, programs, products, processes, technology, content, source code, object codes, layouts, and other materials, which appear on the Site. Access to the Site does not confer and shall not be considered as conferring upon anyone any license under any of our or any third party's intellectual property rights. Any use of the Site, including copying or storing it or them in whole or part, other than for own personal, non-commercial use, is prohibited without the prior written consent of Pajily.
7.6. The Site and any Services, including their design elements or concepts and any and all underlying Intellectual Property Rights, including, but not limited to any registered trademarks, are the property of Pajily, and are protected by copyright, patent, trade secret and other Intellectual Property Rights laws. Pajily and its licensors retain any and all rights, title and interest in and to the Site and the Services (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. The user’s right to use the Site and the Services is limited to the rights expressly granted in these Terms. No licenses to use any of trademarks or any other brands are to be inferred or assumed pursuant to the use of any Services. All rights not expressly granted to the user are reserved and retained by Pajily, the Project and their licensors.
7.7. The user expressly agrees not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Intellectual Property Rights of Pajily or any Projects without the express prior written consent of Pajily. The users shall not infringe the Intellectual Property Rights of Pajily, or any third party.
7.8. All other third-party trademarks, registered trademarks, and product names mentioned on the Services or displayed on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, Services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Pajily.
8. Third-party Services
The Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, Services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Site, you are bound by the terms and conditions (including privacy policies) of another website or destination. These Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Pajily and may be “open” applications for which no recourse is available. Pajily is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Pajily provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or Services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
9. Disclaimers
THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PAJILY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) REGARDING ITSELF, THE SERVICES, THE SITE, AND THE TRANSACTIONS CONTEMPLATED BY THESE TERMS. PAJILY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, OR THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THEY DO NOT CONTAIN ANY WEAKNESSES, VULNERABILITIES, OR BUGS.
PAJILY MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THAT THE SERVICES WILL NOT INCIDENTALLY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY NATURE OF ITS OPERATION. PAJILY CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USERS DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND WILL NOT HOLD PAJILY RESPONSIBLE FOR ANY BREACH OF SECURITY.
PAJILY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICES OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES, AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE, AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS.
TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS AND REGULATIONS, YOU, FOR AND ON BEHALF OF ALL NATURAL AND LEGAL PERSONS WHO MAY CLAIM THROUGH OR UNDER YOU, ON YOUR BEHALF, OR OTHERWISE IN RESPECT OF YOU, RELEASE AND FOREVER DISCHARGE PAJILY AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, ATTORNEYS, AND ADVISERS, AND ALL OF ITS AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, FROM ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND WHATSOEVER, WHETHER UNDER COMMON LAW, STATUTORY, CONTRACTUAL, TORTIOUS, EQUITABLE, OR OTHERWISE, AND ALL LOSSES, DAMAGES, TAXES, LIABILITIES, COSTS, AND EXPENSES, WHICH YOU HAVE, EVER HAD, MAY HAVE, OR HEREAFTER MIGHT HAVE, WHETHER KNOWN OR UNKNOWN, NOW EXISTING OR WHICH MIGHT ARISE OR ACCRUE HEREAFTER, RELATING TO OR ARISING FROM THE MATTERS LISTED IN THIS SECTION.
10. Liability
10.1. Your liability
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Pajily, its affiliates, officers, directors, agents, partners and employees (individually and collectively, the “Pajily Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of any kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your use or misuse of the Services, (b) your violation, misappropriation or infringement of any rights of another person or entity (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or Law, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your fraud, negligence or willful misconduct. You agree to promptly notify Pajily Parties of any third-party Claims, cooperate with Pajily Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Pajily Parties shall have control of the defense or settlement, at Pajily’ sole option, of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND PAJILY.
If Pajily is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under this Section, you agree to reimburse Pajily its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.
10.2. Pajily’s liability.
We shall not be liable for any loss:
10.2.1. as a consequence of:
a. any action or inaction of any Merchant or other third party to these Terms, including any dispute with any Merchant or third party;
b. any issue with any representation made by a Merchant, third party, Purchase Agreement or Offering (however you may have a right of recourse against the Merchant directly);
c. any exercise of discretion permitted to us under these Terms,
d. or us otherwise exercising any of our rights under these Terms;
e. any incorrect information provided via our dashboard;
f. any issue arising from the cancellation of an Order or the cancellation of a payment or subscription to an Offering;
g. any inability to access or use our Services and / or our dashboard;
h. any delay in processing an Order;
i. any representation made by you;
j. us blocking and / or allowing any Order, payment or subscription;
k. you paying for or subscribing to an Offering in a cryptoasset which is not a Supported Digital Asset for that Offering;
l. a fluctuation of the value of the Supported Digital Assets;
m. any action or inaction we take in order to comply with, or prevent a breach of, any Applicable Law; and
n. unforeseeable events and / or events outside of our reasonable control or caused by a third party.
10.2.2. in connection with the terms or performance (including lack thereof) of any purchase agreement or Offering;
10.2.3. which relates to a risk which you have accepted, or for which we have otherwise explicitly excluded responsibility.
11. Limitation of liability
IN NO EVENT SHALL PAJILY, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (III) USE OF ANY CONTENT OBTAINED FROM OR GENERATED IN WHOLE OR IN PART BY THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF PAJILY FOR DAMAGES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PAJILY FOR USE OF THE SERVICES, OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PAJILY, AS APPLICABLE.
THE LIMITATIONS OF LIABILITY IN THIS SECTION PROTECT PAJILY’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, AND REPRESENTATIVES OF PAJILY AND ITS AFFILIATES, AND ALL OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, TO THE SAME EXTENT THAT PAJILY IS PROTECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR SOME TYPES OF DAMAGES. TO THAT END, THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY ARE TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU ACKNOWLEDGE THAT PAJILY HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PAJILY.
12. Anti-Money Laundering Obligations
12.1. You will at all times during the term of these Terms:
12.1.1. provide us with any information we request for the purposes of verifying your identity (including if applicable that of any of your beneficial owners) and checks required in relation to prevention of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. This includes completing any verification procedures and customer identity checks that we may require in relation to our Services.
12.1.2. authorise us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity or to protect you and/or us against fraud or other financial crime, and to take any action we deem necessary based on the results of such inquiries.
12.2. You acknowledge that your access to our Services may be altered, on an ongoing basis.
12.3. You acknowledge that in carrying out inquiries, your information may be disclosed by us to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
12.4. You acknowledge that we may, at our sole discretion, carry out transaction monitoring using a third party vendor. This may involve providing the third party vendor with your cryptoasset wallet address so that it can be screened against, for example, sanctions lists.
13. Privacy Policy
Please refer to our Privacy Policy or information about how we collect, use, and share personal data about you. By submitting personal data through the Site, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.
14. Future changes to the Services
We are always working to improve the Site and the Services, so our products and Services may change over time. We may suspend or discontinue any part of the Site and the Services, or we may introduce new features or impose limitations on certain features or restrict access to part or all the Site and the Services. We reserve the right to change, suspend, remove, discontinue or disable access to the Site or particular portions thereof, at any time and without notice. In no event will Pajily be liable for the removal of or disabling access to any portion or feature of the Site.
15. Resolving Disputes; Binding Arbitration
We want to address your concerns without needing a formal legal case. Before filing a claim against Pajily, you agree to contact us and attempt to resolve the claim informally by sending a written notice of your claim by email at legal@pajily.com. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be sent to the email address associated with your online account and will contain the information described above. If we can’t resolve matters within thirty (30) days after any notice is sent, either party may initiate a formal proceeding.
Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with Pajily and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Pajily agree that any dispute arising out of or related to these Terms, or our Services is personal to you and Pajily and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for claims disputes in which you or Pajily seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Pajily waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. All Disputes shall be referred to and finally resolved by the Singapore International Arbitration Centre (“SIAC”) to be resolved through confidential, binding arbitration before one arbitrator. Arbitration hearing shall be conducted virtually. You and Pajily agree that Disputes will be held in accordance with the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason.
The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Pajily, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality doesn’t apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Pajily will not have the right to assert the claim.
If any portion of this Section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.
16. Governing Law
These Terms and your access and use of the Services shall be governed by and construed and enforced in accordance with the laws of Saint Vincent and the Grenadines without giving effect to the conflict of laws principles thereof.
17. Suspension and Termination
17.1. You may terminate these Terms at any time by no longer using our Services. We may terminate these Terms at any time, terminate the Terms by giving you written notice.
17.2. We may also terminate these Terms terminate the Terms with you without notice, if:
17.2.1. you have breached any material provision of these Terms or any other agreed terms or law (or have acted in a manner which clearly shows that you do not intend to or you are unable to comply with the material provisions of these Terms or agreed terms;
17.2.2. we are required to do so by Applicable Law or regulations (including, without limitation, where the provision of the Services to you becomes non-compliant with the regulations);
17.2.3. (if you are a body corporate) you are unable to pay your debts as they fall due or a petition for winding up is presented or you shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation), or you enter into an arrangement with your creditors generally, or an administrator, an examiner or any equivalent is appointed over your assets, or you have a receiver appointed over all or any part of your assets, or you suffer any execution over such assets; or
17.2.4. (if you are an individual) you are unable to pay your debts as they fall due, or you are declared bankrupt, or a creditor issues a bankruptcy petition against you, or you enter into an arrangement with your creditors generally, or a trustee in bankruptcy is appointed.
17.3. We may suspend all or part of our Services with immediate effect where:
17.3.1. this is reasonably beneficial to update or maintain software we use to provide our Services, or to conduct repairs or administrative reviews from time to time;
17.3.2. we are of the reasonable opinion that we are required to do so by Applicable Laws, any court and / or by other authority to which we and / or you are subject in any jurisdiction;
17.3.3. we reasonably believe that any material information provided by you is materially incomplete, inaccurate or misleading;
17.3.4. we reasonably believe that our Services are being used in a fraudulent or unauthorised way, or that there is a security issue;
17.3.5. your use of our 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 use of our Services;
17.3.6. an event occurs which is outside our reasonable knowledge or control which impacts our Services and makes it impossible or impracticable for us to provide our Services; and / or
17.3.7. if you fail to pay any Fees or make payment due from time to time in connection with these Terms, and any suspension will not affect our ability to terminate these Terms.
17.4. We are not liable for any loss whatsoever as a result of exercising our termination or suspension rights.
17.5. On termination all rights, obligations and liabilities already incurred by the parties prior to the termination date shall not be affected.
17.6. Termination of these Terms shall not affect the continued operation or enforcement of any provision of these Terms which reflects an intention of the parties that it should survive termination. You agree that Sections 5, 6, 7, 8, 9, 10, 11, 12, 15, 16. 17, 18, 19, 20 and 21, as well as any other terms which by their nature should survive, shall survive the termination of these Terms.
18. Severability
If any term, section, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, section, clause, or provision of these Terms.
19. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Pajily for which monetary damages would not be an adequate remedy and Pajily shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
20. Miscellaneous
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Pajily, and Pajily’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
21. Contact
If you have any feedback, question, or complaint, contact Pajily via email at legal@pajily.com
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