Terms of Use

3.1 Registration

To use certain Services (particularly as a Merchant), you must create an Account. You agree to provide accurate, current, and complete information during registration and keep your Account information updated. Each User may maintain only one Account unless expressly permitted by the Company (e.g., separate accounts for separate business entities with our approval). We reserve the right to suspend or terminate accounts that appear to be duplicates or contain false information.

3.2 Eligibility

By registering, you represent that:

• if you are an individual, you are at least 18 years old (or the age of majority in your jurisdiction) and have legal capacity;
• if you are registering on behalf of a company or organization, you are duly authorized to enter into this agreement on its behalf and bind it to these Terms;
• you are not located in, under the control of, or a national/resident of any country or region subject to comprehensive economic sanctions (e.g., those administered by OFAC, the UN, or other applicable authorities), nor are you on any prohibited or watchlist of sanctioned individuals; and
• your use of the Services will not violate any applicable law or regulation.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials (login ID, password, API keys, etc.) and for all activities that occur under your Account. You must promptly notify us at support@pawpayments.com if you become aware of any unauthorized access or use of your Account or any security breach. We will not be liable for losses or damages arising from unauthorized use of your Account due to your failure to safeguard credentials. You agree to use a strong password and to enable the time-based one-time-password (TOTP) two-factor authentication we provide; for accounts with elevated privileges or material transaction volumes we may require 2FA to be enabled before continuing. The sharing or selling of accounts is strictly prohibited. The Company may require additional security steps at login or during transactions (for example, email verification or 2FA prompts) to protect your Account.

3.4 Account Usage

You agree that you will use your Account solely for yourself or the entity you represent, and not on behalf of any third party unless expressly permitted. You may not transfer your Account to any other person or entity. The Company reserves the right to refuse registration or to cancel an Account in its discretion (for example, if we suspect the Account is involved in fraudulent or illegal activities or violates these Terms).

4.1 Service Description

Our Platform provides a payment gateway for accepting and processing payments in Virtual Currency. Key features may include generating payment addresses or QR codes for transactions, providing real-time exchange rate conversion (if applicable for display), forwarding received crypto payments to the merchant’s wallet, and associated merchant tools like transaction tracking, invoices, and settlement management. The Platform also offers an auto-conversion option whereby received Virtual Currency may be automatically converted into a stablecoin (such as USDT or USDC) prior to settlement to reduce volatility exposure for the Merchant. The Platform does not custody user funds beyond the processing of each transaction; crypto payments received on behalf of a Merchant are typically forwarded to the Merchant’s designated wallet after confirmation, minus any applicable fees.

4.2 Integration

Merchants can integrate our Services via our API or plugins in order to accept crypto payments on their websites or applications. API keys or integration credentials provided to you must be protected as part of your Account security. You are responsible for properly integrating and using our services in compliance with our integration guidelines and these Terms. We are not liable for any issues arising from improper integration or use of outdated integration methods.

4.3 Service Availability

We strive to ensure our Services are accessible 24/7, but we do not guarantee uninterrupted availability. From time to time, we may need to suspend or limit Services for maintenance, upgrades, or to address any security concerns. We will endeavor to provide advance notice of planned outages. However, in emergencies (such as detecting fraud or attacks), we may perform unscheduled interventions without prior notice. We are not liable for any downtime or service unavailability, but we will make reasonable efforts to restore Services as soon as practicable.

4.4 Supported Currencies and Changes

The list of Virtual Currencies supported by our Platform may change over time. We may add or remove support for certain cryptocurrencies based on business or compliance considerations. We will notify Merchants of any material changes that might affect their ability to accept certain currencies. You understand that cryptocurrency protocols can change (fork, upgrade, etc.) and that may affect the operation of our Services; we may temporarily suspend Services for specific currencies during such events to ensure security. It is your responsibility to stay informed of which currencies are currently supported.

4.5 Third-Party Fiat On-Ramp

Where the Services include a card-to-crypto checkout option, fiat card payments are processed exclusively by an independent third-party fiat on-ramp provider. The Company does not custody fiat funds, does not act as a money transmitter for fiat currency, and is not a party to the agreement between the payer and the on-ramp provider. The on-ramp provider conducts its own compliance checks (including KYC/AML and card-network screening) and may decline transactions at its discretion. Fees, refund policies, and dispute handling for the fiat leg of such transactions are governed by the on-ramp provider’s terms and not by these Terms.

4.6 Irreversibility of Cryptocurrency Transactions

You acknowledge that, by their nature, cryptocurrency transactions are irreversibleonce they are broadcast to and confirmed by the relevant blockchain. The Company has no ability to reverse, recall, freeze, or alter a confirmed on-chain transaction, whether the transaction was sent in error, to a wrong address, or to an address that turns out to be uncontrolled by you. If a Merchant chooses to refund a customer, the refund must be initiated by the Merchant as a separate outgoing transaction; the Company is not responsible for executing such refunds on the Merchant’s behalf.

4.7 Partner Programme

The Company may offer a partner / referral programme that allows eligible Users to earn a share of fees generated by Merchants they refer to the Platform. Participation in the partner programme is subject to separate terms presented in the merchant dashboard at the time of enrolment, which are incorporated into these Terms by reference. The Company may, in its discretion, decline, suspend, or terminate participation in the programme, adjust commission rates with notice, or remove referrals that we determine violate these Terms or applicable laws.

5.1 Lawful Purposes Only

You agree to use the Services only for legitimate and lawful purposes, and in accordance with these Terms, any applicable platform guidelines, and all relevant laws and regulations. By way of illustration (and not as an exhaustive list), you shall not (and shall not facilitate or allow any third party to) use the Services to:

• Violate any law or rights: engage in, promote, or facilitate any activity that is illegal, fraudulent, obscene, harmful, or that violates any law, regulation, or the rights of others (including intellectual property and privacy rights). This includes using our Services in connection with unlawful businesses or prohibited goods/services such as money laundering, terrorism financing, illegal drug trafficking, human trafficking, prostitution or escort services, unlawful gambling operations, counterfeit goods, unauthorized weapons sales, or any other activity that is illegal or high-risk in any applicable jurisdiction.
• Abusive content:transmit or store any content that is defamatory, harassing, threatening, or hateful, or that incites violence or wrongdoing. You also agree not to use the Services to distribute any unsolicited or unauthorized advertising, “spam” emails, chain letters, or pyramid schemes.
• Malicious technology: upload or transmit any viruses, malware, Trojan horses, worms, or other harmful code via our Services. You must not attempt to gain unauthorized access to our systems or networks, probe or test vulnerabilities, or breach any authentication measures.
• Interfere with others: perform any action that interferes with or disrupts the proper functioning of the Services or that imposes an unreasonable load on our infrastructure, including denial-of-service attacks.
• Circumvent controls: attempt to circumvent any content filtering techniques we employ, or otherwise attempt to access any feature or area of the Service that you are not authorized to access. You must not use bots, scripts, or automated methods to collect information from the Platform without our express permission.

5.2 Merchant-Specific Obligations

If you are using the Services as a Merchant to accept payments:

• Legitimate business: you represent that you are selling or providing only lawful, legitimate goods and services. You shall not use our payment gateway to receive payments for any prohibited or illegal products, services, or activities. It is your responsibility to ensure that your business complies with all applicable laws in any jurisdiction where you operate or where your customers reside.
• No misuse of service: you shall not misrepresent payment amounts or split transactions to evade our risk controls or transaction limits. You will not use the Service for speculative trading, as a crypto exchange, or for transferring funds unrelated to genuine customer payments, without our explicit approval.
• Customer data:if you receive any personal data about your customers through using our Services, you agree to handle that information in compliance with applicable data protection laws and only for the intended purpose of fulfilling the customer’s order or service.
• Delivery of goods/services:the contract for sale of goods/services is between you and your customer. You are solely responsible for fulfilling orders and handling any disputes or chargebacks (to the extent applicable in crypto) with them. The Company is not responsible for your product’s quality, delivery, or for mediating disputes.
• Taxes: you are responsible for determining, collecting, reporting, and remitting any taxes applicable to the payments you receive. The Company does not withhold or calculate taxes on your behalf.

5.3 Cooperation with Compliance

You agree to cooperate with any reasonable requests we make to help comply with our legal and compliance obligations. This includes providing information for KYC or AML checks if your account or a particular transaction is flagged for review. You warrant that all information you provide to us is truthful, accurate, and complete, and you will keep it updated. Submission of false or misleading information is grounds for termination of your Account and may be reported to authorities. If you refuse to provide required information or documents, we may suspend or terminate your access to the Services.

5.4 Violation of AUP

We reserve the right to monitor use of the Services to ensure compliance with this Acceptable Use Policy. If we have reason to believe you are violating any of the prohibited activities or obligations in this Section 5 (or elsewhere in these Terms), we may take various actions, with or without notice to you, that include suspending your access to Services, holding or reversing transactions, reporting your activity to law enforcement or regulators, and terminating your Account.

5.5 Compliance Reviews and Restrictions

The Company operates a risk-based AML/CTF and fraud-prevention programme as described in our AML Policy. At any point during the relationship — at on-boarding, when you activate a new feature, prior to a withdrawal, or following a transaction-monitoring or sanctions-screening alert — we may, where we have reasonable grounds and to the extent permitted by applicable law, request additional information or documents from you, including but not limited to:

• proof of identity and beneficial ownership;
• source of funds and source of wealth;
• a description of the underlying business and supporting documentation (invoices, contracts, website snapshots, regulatory licences);
• proof of control of cryptocurrency wallet addresses associated with your account.

While such an Enhanced Due Diligence (EDD) review is pending, we may, in our sole discretion and to the extent permitted by law:

• pause incoming or outgoing cryptocurrency flows on your account, including delaying, restricting, or blocking individual withdrawals;
• temporarily limit access to specific features of the Services (for example, creating new invoices or generating new payout addresses);
• require you to complete identity verification (KYC) through our AML provider before any further transactions are processed;
• require you to re-confirm key account or merchant data.

We will not impose such restrictions arbitrarily, and we will resume normal operations as soon as the review is concluded satisfactorily. However, where we are required to file a suspicious-activity or sanctions-related report, or where applicable law (including the “tipping-off” prohibitions under Canadian PCMLTFA and similar regimes) restricts what we may disclose, we may be unable to share the specific reason for a restriction.

If, after review, we determine that the risk associated with you, your business, or a particular transaction is unacceptable to us or unlawful for us to support, we may decline the transaction, restrict or close your Account, and (subject to applicable law and after deduction of fees lawfully owed) return any remaining funds to a verified return address within a reasonable period.

5.6 Prohibited Businesses

In addition to the general prohibitions in Section 5.1, you may not use the Services to accept payments for, advertise, or otherwise process funds in connection with any of the following categories of business or activity. The list below is illustrative, not exhaustive, and we may update it as our risk framework, applicable law, or sanctions designations change:

If you are operating in a regulated industry that is allowed in your jurisdiction (for example, licensed online gambling, regulated cannabis retail, or licensed financial services) you must obtain prior written approval from us before activating the Services for that line of business and provide proof of all required licences. Operating without such approval is a material breach of these Terms.

6.1 Service Fees

The Company charges fees for the use of our crypto payment gateway services, typically in the form of a percentage fee per transaction and/or fixed fees, as described on our website or in your merchant dashboard. Where you opt in to auto-conversion of received cryptocurrency into a stablecoin (USDT/USDC) prior to settlement, an additional conversion fee and the corresponding spread of the underlying liquidity venue may apply and will be displayed in your merchant dashboard. By using the Services, you agree to pay all applicable fees. Fees are deducted automatically from the payments we process on your behalf, unless we have agreed an alternative invoicing arrangement with you.

6.2 Changes to Fees

Our fee schedule may change over time. We will notify you of any changes to fees or introduction of new fees by updating our pricing information on the website and/or via email or dashboard notification. Fee changes will not apply retroactively; they become effective after such notice. If you do not agree with a fee change, you may stop using the Services before the new fees take effect.

6.3 Network Fees

In addition to our service fees, cryptocurrency transactions may incur network fees (miners’ fees) which are required to process transactions on the blockchain. These are not fees charged by the Company but by the network itself. We have no control over these fees and you acknowledge that network fees can vary depending on blockchain congestion.

6.4 No Refunds by Company

All fees and charges payable to the Company are non-refundable, to the extent permitted by law. In the event of any error or dispute regarding fees, you must contact us within thirty (30) days of the fee charge to be eligible for a review. We reserve the right (but are not obligated) to refund or waive fees at our sole discretion on a case-by-case basis.

6.5 Taxes on Fees

Our fees are exclusive of any applicable taxes (such as sales tax, VAT, GST). If we are required to collect taxes on the fees we charge you, we will add those to the amounts due. You are responsible for any taxes that apply to your use of the Services, other than taxes based on our income.

7.1 Company IP

All content, software, technology, and materials on our Website or provided as part of the Services (including but not limited to the platform design, text, graphics, logos, button icons, images, digital downloads, and software code) are the intellectual property of the Company or its licensors. They are protected by copyright, trademark, trade secret, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use our Services and any associated software or materials, solely for their intended purpose and in accordance with these Terms.

7.2 Restrictions

You shall not, and shall not permit any third party to, copy, modify, distribute, sell, lease, reverse engineer, decompile, or disassemble any aspect of the Services or the underlying software, except to the extent such restriction is prohibited by law.

7.3 Trademarks

The Company’s name, logo, and any product or service names or slogans included in the Services are trademarks or service marks owned by the Company, whether registered or not. You may not use these trademarks without our prior written permission.

7.4 User Feedback

If you choose to provide feedback, suggestions, or ideas about our Services (“Feedback”), you acknowledge that the Company may freely use and exploit such Feedback in any manner, without compensation or obligation to you.

8.1 Privacy Policy

Our collection, use, and protection of personal information is governed by our Privacy Policy. By using the Services, you acknowledge that you have read our Privacy Policy. In particular, you understand that in order to comply with legal obligations and provide the Services, we may collect certain personal data about you and your transactions, and in some cases may disclose it to third parties such as our KYC service provider or regulators.

8.2 Confidentiality

In the course of using the Services, you may receive information about us or our Services that is not public (“Confidential Information”). Likewise, we may receive information about your business that you consider confidential. Each party agrees to keep the other’s Confidential Information in strict confidence and not use it or disclose it except for the purpose of providing or using the Services or as required by law.

8.3 Data Security

We implement appropriate security measures to protect data as described in our Privacy Policy. However, you are also responsible for safeguarding any data in your possession relating to the Services. If you inadvertently gain access to data not intended for you, you agree to immediately notify the Company and not to use or disclose that data.

9.1 "As Is" Basis

The Services (including our Website, API, software, and all content provided therein) are provided on an “as is” and “as available” basis, without any warranties or guarantees of any kind, either express or implied. The Company disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.2 No Advice

You acknowledge that the Company is not providing legal, tax, financial, or investment advice. Any information or content on our Platform is for general information only and you should consult professionals for advice on your specific situation.

9.3 Beta Services

If we release features or services labeled as beta, pilot, or test (or similarly), those are provided without any warranty and may be unstable or change significantly. Your use of beta features is at your own risk.

10.1 Limitations

To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, officers, directors, employees, or agents be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with your access to or use of (or inability to use) the Services.

10.2 Specific Exclusions

The Company shall not be liable for:

• any errors, mistakes, or inaccuracies of the Services or content;
• any personal injury or property damage resulting from your access to or use of the Services;
• any unauthorized access to or use of our servers or of any personal or financial information stored therein;
• any interruption or cessation of transmission to or from the Services;
• any bugs, viruses, trojan horses, or the like that may be transmitted through our Services by any third party;
• any errors or delays in processing payments or transactions;
• blockchain-related issues outside our control, such as failures or changes in a cryptocurrency network (forks, network congestion, or other technical issues), or unfavorable fluctuations in cryptocurrency value; or
• any other matter beyond our reasonable control.

10.3 Cap on Liability

To the extent that a jurisdiction does not allow the exclusion of certain warranties or the limitation of liability as set forth in this section, the scope of such warranties and the extent of the liability of the Company will be the minimum permitted under such applicable law. In any case, our total aggregate liability to you for all claims arising out of or relating to the Services or these Terms will not exceed the total fees actually paid by you to the Company for the Services in the three (3) months immediately preceding the event giving rise to the claim. If you have not paid any fees, our liability to you shall be limited to $100 CAD (or the equivalent in local currency).

10.4 Release

If you have a dispute with one or more users or third parties (such as a customer or a merchant using our gateway), you release the Company from any and all claims, demands and damages of every kind and nature, arising out of or in any way connected with such disputes.

12.1 Term

These Terms are effective on the date you first accept them (by using the Services) and will continue until terminated as provided herein.

12.2 Termination by You

You may terminate these Terms at any time by ceasing all use of the Services and (if you have an Account) by following any account closure procedures available.

12.3 Termination or Suspension by Company

We may, at our sole discretion, immediately suspend, restrict, or terminate your Account or access to Services at any time, without liability, if we suspect you have violated these Terms, engaged in fraudulent, illegal, or improper activity, if you pose unacceptable risk to us, or if we are required to do so by law or by a relevant regulator.

12.4 Effect of Termination

Upon termination of these Terms, any rights granted to you will end, you must stop using the Services, pending transactions may be cancelled, and Sections that by their nature should survive termination (such as indemnification, limitation of liability, governing law) will survive.

12.5 Outstanding Obligations and Liability

Termination does not exempt either party from responsibility for breaches of these Terms that occurred prior to termination. If any money or cryptocurrency is owed to the Company upon termination, you must pay it immediately. Likewise, if any funds of yours are held by us at termination, we will return them to you minus any deductions for amounts you owe or other permitted set-offs, subject to compliance checks.

13.1 Governing Law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of Canada, without regard to its conflict of laws principles.

13.2 Initial Resolution Efforts

In the event of any dispute, the parties agree to first attempt to resolve the issue informally by notifying the other party and negotiating in good faith. Both you and the Company agree to spend at least 30 calendar days on good-faith negotiation from the time one party notifies the other in writing of the dispute.

13.3 Jurisdiction and Venue

If a dispute is not resolved through negotiation within 30 days, either party may seek resolution through the courts. You agree that any unresolved dispute shall be brought before the competent courts of Canada, with venue in the courts located in Toronto, Ontario (the province of the Company’s registered office), unless another location is required by law. Both you and the Company consent to the personal jurisdiction of such courts and waive any objections on the basis of inconvenient forum.

13.4 Injunctive Relief

Notwithstanding the above, nothing in these Terms prevents either party from seeking urgent injunctive or equitable relief in a court of appropriate jurisdiction if necessary to prevent irreparable harm.

13.5 Class Action Waiver

To the extent permitted by law, each party waives the right to litigate disputes in court as a class action, either as a member of a class or as a representative. Disputes must be brought on an individual basis only.

14.1 Entire Agreement

These Terms, along with the Privacy Policy, AML Policy, and any other policies or guidelines incorporated by reference, constitute the entire agreement between you and the Company regarding the Services and supersede any prior agreements or understandings (whether oral or written) relating to the same subject matter.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

14.3 No Waiver

Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

14.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to a third party in connection with a merger, acquisition, sale of assets, or by operation of law or otherwise.

14.5 Relationship of Parties

The Company is an independent contractor for all purposes. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between you and the Company.

14.6 Notices

We may provide notices or communications to you via email to the address associated with your Account, via in-platform notifications, or by posting on our Website. You are responsible for keeping your contact information up to date.

14.7 Force Majeure

Neither party will be liable for any delay or failure to perform any obligation in these Terms (except payment obligations) if the delay or failure is due to unforeseen events outside that party’s reasonable control, such as acts of God, war, terrorism, riots, embargoes, fire, flood, pandemics, or government orders.

14.8 Contact Information

If you have any questions about these Terms or wish to contact us for any reason, please reach out to our support team at support@pawpayments.com, our compliance team at legal@pawpayments.com, or by mail at: Office 150, 145 1/2 Church Street, Unit 5, Toronto, Ontario, M5B1Y4, Canada.