Settlement Services Terms and Conditions

Last modified: October 7, 2024

These Settlement Terms and Conditions (hereinafter “Agreement” or “Terms and Conditions”) constitute the main set of terms and conditions for the access and use of the Settlement Services provided to you by Paxos Trust Company, LLC (“Paxos”) and accessible via your integration with Stripe, Inc. (the “Stripe Platform”). References to “Paxos,” “we,” “our” or “us” are to Paxos, and references to “you” or “your” are to the Merchant who is bound by these Terms and Conditions.

THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND PAXOS. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY USING THE SETTLEMENT SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST NOTIFY PAXOS IMMEDIATELY AND CEASE ALL ACCESS AND USE OF THE SETTLEMENT SERVICES, AND PAXOS WILL RETURN ANY PROPERTY TO YOU THAT WE ARE HOLDING AS CUSTODIAN. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.

Should you have any questions or comments regarding the Stripe Platform, please contact Stripe via the methods provided by Stripe to you. Should you have any questions or comments regarding any Paxos provided services and products, please reach out to our customer support team by submitting a support ticket via this link: https://help.paxos.com/hc/en-us/requests/new.

If you fail to indicate your agreement to this Agreement, you understand and agree that you will not be allowed to utilize the Settlement Services.

1. DEFINITIONS

“Conversion” or “Convert” means the act of (i) converting a Stablecoin to a U.S. dollar or (ii) converting a U.S. dollar to a Stablecoin as the context requires.

“Customer” means a retail end-customer of a Merchant that wishes to transact with such Merchant in Stablecoin via the Stripe Platform.

“Deposit Address” means a Paxos wallet address that is used to facilitate Customers’ transactions in Stablecoin.

“Merchant” means any business entity that accesses and/or uses the Settlement Services for purposes of being able to transact with Stripe, and its Customers in Stablecoin, including you.

“Merchant Account” means your account with Paxos wherein Customers will be able to deposit Stablecoin via the Deposit Addresses.

“Omnibus Account” means a pooled custodial account maintained by Paxos to hold your Stablecoins and funds. “Site” means any website managed by Paxos with domains ending with “itbit.com” and “paxos.com.”

“Stablecoin” means Pax Dollar (USDP) and USD Coin (USDC) as well as any other U.S. dollar-backed stablecoins that are made available by Paxos for the Settlement Services.

“Settlement Services” means the services provided by Paxos wherein Paxos (i) Converts and (ii) custodies Stablecoins and U.S. dollars.

2. DISCLAIMER; NO GUARANTEE

2.1 Third Party Information.

You acknowledge and agree that, in order for Paxos to provide you access to the Settlement Services and create a Merchant Account, certain information must be received from Stripe, the Stripe Platform or you directly. YOU ACKNOWLEDGE AND AGREE THAT PAXOS MAY RELY ON SUCH INFORMATION PROVIDED BY YOU, STRIPE OR THE STRIPE PLATFORM, AND PAXOS WILL NOT BE LIABLE IN ANY WAY TO YOU OR STRIPE FOR ANY FAILURES CAUSED OR EXACERBATED BY AN ACT OR OMISSION OF YOU, STRIPE OR THE STRIPE PLATFORM, OR A FAILURE BY STRIPE TO PROVIDE RELEVANT INFORMATION AND/OR ASSISTANCE TO YOU.

2.2 No Guarantee.

Paxos only provides the Settlement Services, and we make no representations or warranties concerning the value, stability, or legality of any virtual assets, including any Stablecoins that are not issued by Paxos, nor with respect to any services provided to you by Stripe directly. You acknowledge and agree that Paxos, and not Stripe, is providing you the Settlement Services, including but not limited to the custody and Conversion of Stablecoins.

Paxos does not guarantee that the value of any non-Paxos issued Stablecoins will always equal 1 U.S. Dollar ($1). Due to factors outside of Paxos’ control, the value of such Stablecoins could fluctuate above or below 1 U.S. Dollar ($1). Paxos is not responsible to you, your Customers or Stripe for any losses or other issues that may result from fluctuations in the value of such Stablecoins.

3. OPENING YOUR ACCOUNT; KNOW YOUR CUSTOMER

In order to use the Settlement Services, you must register with Paxos and a Merchant Account will be created for you. Your Merchant Account will be used to temporarily store Stablecoins prior to Conversion.

3.1 Data Privacy.

As necessary to open your Merchant Account and to provide you access to the Settlement Services, you consent to the collection, use and disclosure of your personally identifiable information in accordance with Paxos’ Privacy Policy available at this link: https://www.paxos.com/privacy-policy/ the terms and conditions of which are incorporated herein by reference.

3.2 Customer Identification Program.

Paxos has developed and implemented a Customer Identification Program (“CIP”) that establishes procedures for verifying the identity of each Merchant that opens a Merchant Account. It is Paxos’ policy to ensure that it has reasonably identified each Merchant who uses the Settlement Services. As such, Stripe may periodically provide certain information to us (including personally identifiable information) in order for Paxos to appropriately perform its CIP checks on you.

3.3 Merchant Account Opening Procedures.

Additionally, Paxos will, as part of its account opening process: (i) cross-check the names of users, including the beneficial owners of a Merchant, against compliance databases such as the OFAC Specially Designated Nationals list and other governmental watch lists; (ii) require such users to verify and validate their identity and identification documents presented at onboarding; and (iii) not permit any activity on platform with incomplete account opening information.

3.4 Illegal Activities.

By your use of the Settlement Services, you represent that such use is legal in your local jurisdiction, and you agree that you will not use the Settlement Services if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you were formed, reside or of which you are a citizen.

3.5 Taxes.

You will be responsible for the payment of any applicable taxes incurred as a result of the Settlement Services. You agree to provide Paxos with all available information and written evidence as reasonably requested by Paxos, as to you and/or your underlying beneficial owner’s tax status and/or residence. Such information and evidence may include, as appropriate, executing certificates, making representations and warranties, or providing further information or documents in respect of the transactions underlying the Settlement Services, as Paxos, in its sole and absolute discretion, deems reasonably necessary or proper to fulfill Paxos’ obligations under Applicable Law.

3.6 Refunds.

In the event that your Customer requests a refund for goods or services that were paid for with Stablecoin, Paxos may utilize the Settlement Services to process such refund to you or Stripe as the case may be (and as directed by Stripe).

You acknowledge and agree that Paxos has no liabilities or obligations with respect to any Customer disputes or other processes relating to refunds, outside of providing Conversions on your or Stripe’s direction, as may be applicable. You further acknowledge and agree that Paxos will not take on financial risk in processing refunds, so refunds may be delayed if the appropriate amount of funds are not available to complete a refund transaction. Refunds processed in Stablecoin will also be subject to the terms of Section 9 below.

4. YOUR FIAT CURRENCY

4.1. Your Merchant Account (and any available assets held in such account) is not a bank account or a deposit account. We hold your fiat currency resulting from the Settlement Services in one or more Omnibus Accounts at U.S. depository institutions (each, a “Bank”), in accounts holding debt instruments that are expressly guaranteed by the full faith and credit of the United States Government, including money-market funds composed of such debt instruments, or converted in whole or in part to an equivalent amount of USDP tokens or PYUSD tokens (or other Paxos-issued token), which in turn are fully backed by U.S. dollars or debt instruments that are expressly guaranteed by the full faith and credit of the United States Government, held in segregated Omnibus Accounts. Each Omnibus Account is: (i) separate from our business and operating Bank accounts and (ii) established for the benefit of Paxos customers.

4.2. Paxos maintains U.S. dollars held in custody on behalf of Paxos’ customers only in one or more of the following forms: (i) fiat currency held in FDIC-insured Bank accounts; (ii) (a) direct investments (including through repurchase agreements) in debt instruments that are expressly guaranteed by the full faith and credit of the United States Government and/or (b) money-market funds composed of such debt instruments; and (iii) fiat currency held at FDIC
insured Banks in excess of FDIC-insured limits, only to the extent that Paxos in its reasonable discretion believes that such funds need to remain liquid and readily available to service customers and that option is therefore impracticable.

4.3. As described herein, Paxos takes reasonable measures to maximize the amount of fiat or fiat-equivalent funds that are backed by United States Government guarantees. In addition, for liquidity purposes, Paxos maintains certain funds in Bank accounts in excess of FDIC-insured limits, which may be subject to Bank counterparty risk. Amounts backed by debt instruments that are expressly guaranteed by the full faith and credit of the United States Government are subject to market risk.

4.4. Your fiat currency is not treated as our general assets and are fully owned by you.

4.5. Our products and services are not financial instruments.

4.6. Notwithstanding anything set forth in this Agreement, you agree and understand that (i) we may hold some or all of your fiat currency deposits in a manner which generates interest and/or other earnings and, (ii) in such case, you agree to pay us a fee equal to the amount of any such interest and/or earnings attributable or allocable to your fiat currency deposits as payment for the custody services we provide to you. You agree and understand that we shall collect such payment, equal to the amount of such allocable interest and/or other earnings, simultaneously upon being paid such interest and/or other earnings to the Omnibus Accounts. You agree and understand that all such fees will be retained by us and that you will not receive any portion of such interest and/or earnings.

4.7. Except as expressly stated in this Agreement, all assets directly held by Paxos are not insured by Paxos or by any government agency.

4.8. You should note the following information about each of our Omnibus Accounts:
(i) In holding your fiat currency, we are acting as a custodian;

(ii) We do not have a reversionary interest in any of our Omnibus Accounts;

(iii) Your rights in our Omnibus Accounts are limited to the specific amount of fiat currency held in your Account; and

(iv) You direct the movement of fiat currency into and out of the Omnibus Accounts by providing direction to us as specified in this Agreement.

5. UNCLAIMED FUNDS

If we are holding assets in your Merchant Account and there has been no activity in your Merchant Account for a period of time prescribed by applicable law, we may be required to report such remaining assets in your Merchant Account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to provide written notice to you. If you fail to respond to any such notice within seven (7) business days of receipt, or as otherwise required by law, we may be required to deliver any such assets to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed assets (in addition to any fees charged as set forth in this Agreement), as permitted by applicable law.

6. SUSPENSION AND TERMINATION OF YOUR MERCHANT ACCOUNT

6.1. Suspension and Termination.

Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion, to block access to or to suspend, close or terminate your Merchant Account, and freeze all funds or assets in your Merchant Account, at any time, with or without advance notice, if:
(i) we believe, in our sole and absolute discretion, that you have breached any terms and conditions of this Agreement;

(ii) you engage in abusive behavior, as determined in our sole and absolute discretion;

(iii) we are unable to verify or authenticate any information you provide to us;

(iv) we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, Stripe, other Merchants or us;

(v) we have reasonable suspicion that you are directly or indirectly accessing or using the Settlement Services in violation of applicable law or regulation, or this Agreement;

(vii) we are directed to do so by law enforcement, regulatory authority or court order;

(viii) we are required to do so by applicable law or regulation;

(ix) your Merchant Account is subject to pending litigation, investigation or governmental proceeding;

(x) we believe that someone is attempting to gain unauthorized access to your Merchant Account;

(xi) we believe there is unusual activity in your Merchant Account;

(xii) your Merchant Account has no funds and has not been accessed in the prior year; or

(xiii) for any other reason in our sole and absolute discretion.

6.3. Loss of Value on Suspension or Closure.

We are not responsible for any loss of value in your Merchant Account, or of any Stablecoin or fiat currency, resulting from the suspension or closing of your Merchant Account for any of the reasons listed above, including your violation of this Agreement or from any government seizure or forfeiture. You agree that neither Paxos nor any third party acting on our behalf shall be liable to you for any termination of your access to the Settlement Services or your Merchant Account in accordance with this Agreement.

6.4. Your Obligations on Suspension or Closure.

You agree that if your access is terminated by us, you will not attempt to regain access to the Settlement Services, the Site or your Merchant Account – using the same or different username or other attempted identification – without our prior written consent. If we terminate your Merchant Account, we will return the assets in your Merchant Account to you, less the value of any damages to which we are entitled pursuant to this Agreement, subject to applicable law. You authorize us to return your funds (less damages to which we are entitled) to any bank account linked to your Merchant Account, unless otherwise required by law. If you have not previously provided banking details, you agree to provide banking details to us within seven (7) calendar days of receiving notice of the closure so that we may remit your balance to you.

7. SERVICE INTERRUPTION

From time to time due to technological factors, scheduled software updates and the performance of other maintenance, as well as factors beyond or within our control, the Settlement Services or your Merchant Account may be temporarily interrupted (“Downtime”). Information on scheduled maintenance windows can be found on our Site. Open transactions will be held during Downtime and processed normally following Downtime.

8. UNSUPPORTED DEPOSITS; AIRDROPS

You understand, acknowledge and agree that if you or a third party deposits a Stablecoin or any other crypto asset that the Settlement Services does not support into your Merchant Account or via the Deposit Address, we have the right to and will account for any such unsupported crypto asset as belonging to us. We have, and assume, no obligation or duty to return the crypto asset transmitted to you. If we determine, in our sole and absolute discretion, to return the unsupported crypto asset, we retain the right to charge transaction and/or other fees in connection with the transfer of the unsupported crypto asset off of our platform.

You understand, acknowledge and agree that in the event that a third party attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) a crypto asset (other than a Stablecoin supported by the Settlement Services) to your Deposit Address, we will treat such airdropped crypto asset as we would treat all unsupported crypto assets, as set forth above. You further agree and understand that airdropped crypto assets do not create a relationship between us and the transferor, or sender, and/or the related network that created the airdropped crypto asset; and, further that we are not subject to any obligation as it may relate to the transferor and/or the related network.

9. TRANSFERS

9.1 Subject to the payment of any applicable fees (as further specified herein), you or your Customers may transfer Stablecoins to your Merchant Account using the Deposit Address (a “Transfer”). Insufficient payment of third-party network or other fees may cause a Transfer to remain in a pending state outside of Paxos’ control and Paxos is not responsible for delays or loss incurred as a result of an error in the initiation of the transaction.

9.2 Once a Transfer has been successfully completed, Paxos will recognize the Transfer on the relevant block chain, if applicable, and once the Transfer is deposited into your Merchant Account, the Transfer will be reflected on the Stripe Platform. Prior to completion, a Transfer may reflect a pending transaction status and will not be available for the Settlement Services while the transaction is pending.

9.3 Among other compliance related activities related to Transfers, Paxos and/or Stripe may conduct blockchain monitoring with respect to originating or recipient external third-party wallet addresses. If any such third-party wallet address is flagged by Paxos’ or Stripe’s blockchain monitoring service, Paxos will perform a manual compliance review of such address (a “Manual Compliance Review”). During the period of any Manual Compliance Review, the relevant assets will not be available. Following Paxos’ successful completion of a Manual Compliance Review, the impacted assets will be promptly made available. Paxos reserves the right to reject any Transfer that it deems, in its sole discretion, poses an excessive risk, or as required by any court or applicable law.

9.4 [intentionally omitted]

9.5 YOU (AND YOUR CUSTOMERS, AS THE CASE MAY BE) ARE REQUIRED TO AND ARE RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL TRANSACTION INFORMATION SUBMITTED IN RESPECT OF A TRANSFER (INCLUDING, BUT NOT LIMITED TO, THE APPLICABLE DEPOSIT ADDRESS AND THE AMOUNT AND TYPE OF ASSETS). YOU UNDERSTAND AND AGREE THAT PAXOS BEARS NO LIABILITY OR RESPONSIBILITY IN THE EVENT THAT (I) YOU OR YOUR CUSTOMER PROVIDE INCORRECT TRANSACTION INFORMATION, (II) YOU OR YOUR CUSTOMER ATTEMPT TO INITIATE A TRANSFER FOR ASSETS THAT ARE NOT SUPPORTED BY PAXOS AND/OR THE DEPOSIT ADDRESS, OR (III) PAXOS OR STRIPE REJECT A TRANSFER.

YOU FURTHER UNDERSTAND AND AGREE THAT TRANSFERS CANNOT BE REVERSED ONCE THEY HAVE BEEN BROADCAST TO THE RELEVANT BLOCKCHAIN NETWORK OR COMMUNICATED TO THE DEPOSIT ADDRESS (EVEN WHEN IN A PENDING STATE). PAXOS DOES NOT CONTROL THE BLOCKCHAIN NETWORK AND MAKES NO GUARANTEES THAT ANY TRANSFER WILL BE CONFIRMED BY THE APPLICABLE NETWORK.

10. FEES

Paxos charges a fee or fees for your access and use of the Settlement Services. Any fees due and payable to Paxos may either (i) be included in the total price of any transaction or (i) be collected by or paid by Stripe.

11. MARKET MAKERS

We may engage one or more market makers or liquidity providers (each, an “MM”) to support the Settlement Services. A MM acting in a principal capacity may be affiliated with us (“Affiliated MM”) and may engage in transactions on our platform as well as in over-the-counter transactions, provided, however, that (i) Affiliated MM trading will always be designed to be revenue-neutral over the long term (i.e. we do not profit from these transactions as a whole), and (ii) no Affiliated MM will use earlier or different access to information about transactions from what is available to other users of our Platform.

12. NOTICES

12.1. Notice.

Any notice we are required to give you under this Agreement may be provided by email, postal mail, or facsimile utilizing the contact information provided by you to establish your Merchant Account. Notices from you to us shall be given by ticket submission to: https://help.paxos.com/hc/en-us/requests/new, unless otherwise specified in this Agreement.

12.2. When Notice is Effective.

Notices shall be deemed effective upon delivery. Notices delivered by a nationally recognized overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are deemed delivered one (1) hour after transmission if sent during the recipient’s business hours, or otherwise at 9:00 a.m. (recipient’s time) the next business day.

12.3. Refused, Unclaimed, or Undeliverable Notice.

Any correctly addressed notice that is refused, unclaimed or undeliverable shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.

13. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Paxos, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority) use, misuse, or inability to use the Settlement Services (ii) any regulatory inquiry, legal action, litigation, dispute or investigation related to your Merchant Account and to your use of your Merchant Account or the Settlement Services; or (iii) your breach of this Agreement.

Paxos shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of any such claim or choose our own legal counsel but are not obligated to do so.

14. LIMITATION OF LIABILITY

14.1. Limitation of Liability.

Except to the extent prohibited by applicable laws, in no event shall Paxos (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, loss of revenue, or loss of goodwill, which may arise from any person’s use, misuse, or inability to access or use your Merchant Account or the Settlement Services, including any loss caused in whole or in part by any inaccuracies, incompleteness or delays, interruptions in your Merchant Account or the Settlement Services, even if we have been advised of the probability of such damages and regardless of whether such liability is asserted on the basis of contract, tort or otherwise.

14.2. Third-Party Disputes.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SETTLEMENT SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, STRIPE, OR ANY OTHER THIRD PARTY IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE PAXOS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14.3. Force Majeure.

Neither we (nor any Bank where our deposit accounts are held) will be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, crypto asset market collapse or fluctuations, fiat currency conversion rate fluctuations, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, pandemic, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.

If any law, regulation, rule, regulation or decision of any self-regulatory organization, or ordinance, whether international, federal, state, or local, becomes effective which substantially alters our ability to offer the Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide access to the Settlement Services or your Merchant Account; or (ii) thirty (30) days following notice.

14.4. Maximum Liability.

In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Settlement Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you (in whole or in part).

14.5. Right of Set Off.

To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of this Agreement, your indemnification obligations, or for your other obligations under this Agreement against assets in your Merchant Account (including, without limitation, transaction fees, funds transfer fees and dormancy fees).

15.1. Permitted Disclosure.

We may share information concerning you and your Merchant Account:
(i) with our Banks and other financial institutions that we use or may use to process funds in connection with the Settlement Services;

(ii) with law enforcement, regulatory authorities, tax authorities (including the US Internal Revenue Service pursuant to the Foreign Account Tax Compliance Act, to the extent this applies), self-regulatory organizations (such as those that operate crypto asset derivative exchanges) and officials, or other third parties when we are compelled to do so by a subpoena, court order, or similar legal procedure, or when we believe in good faith that the disclosure of your information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of this Agreement or any other applicable policies;

(iii) with third parties, such as vendors, agents, contractors and our advisors (e.g., legal, financial, business or other advisors), in order to administer our services, including to verify your identity and conduct screening and due diligence checks;

(iv) in connection with a merger, acquisition or otherwise as set forth below; or

(v) as permitted or required by applicable law.

Please refer to our Privacy Policy for more information on the use of your personal information.

You agree and understand that we may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, that we in good faith believe to be valid. We may, but are not required to, notify you of such process. We may charge you for associated costs, including attorneys’ fees. You agree that we may honor any legal process, regardless of the method or location of service.

16. ARBITRATION; STATUTE OF LIMITATIONS

16.1. Arbitration.

If a dispute arises between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with the applicable arbitration ordinance. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us under applicable worker’s compensation law, unemployment insurance claims, along with actions (regardless of the underlying cause of action) by us seeking injunctions, attachment, garnishment, and other equitable relief. You agree to arbitrate solely on an individual basis, and understand, acknowledge and agree that this Agreement does not permit class arbitration or any claims of any type brought as a plaintiff or class member in any class or representative arbitration proceeding.

Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be finally settled on an individual basis by arbitration in New York, New York administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The language of the arbitration shall be English and the Agreement shall be governed by the laws of the State of New York.

An arbitral decision resulting from the above may be enforced in any court, and a prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s fees.

The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action (or join the claims of one party with any other party), add any parties, or vary or ignore the provisions of this Agreement. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

If for any reason this arbitration clause is not applicable or litigation proceeds in court, then you agree that:

(i) You may bring claims against Paxos only in your individual capacity and not as a plaintiff or class member in any purported class or representative action; and

(ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING US ARISING OUT OF THE SETTLEMENT SERVICES OR YOUR MERCHANT ACCOUNT.

16.2. No Waiver of Right to Arbitration.

There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.

16.3. Waiver of Statute of Limitations.

Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either party shall have no further claim whatsoever against the other party.

16.4. Right to Injunctive Relief.

You agree that due to the nature of our business, monetary damages for a breach of your obligations under this Agreement would be inadequate to compensate us. Accordingly, you agree and understand that any violation or threatened violation by you of your obligations under this Agreement will cause irreparable injury to us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we will be entitled to obtain injunctive relief against any threatened breach of this Agreement or the continuation of such breach without the necessity of proving actual damages.

17. MISCELLANEOUS PROVISIONS

17.1. Complaints.

If you would like to contact us with a complaint, please contact Paxos Customer Support using one of the following methods:
(i) Submit a support ticket to https://help.paxos.com/hc/en-us/requests/new

(ii) Write to Customer Support at:

Paxos
450 Lexington Ave, Suite 3952
New York, NY 10163

(iii) You may also direct your complaint to the attention of: New York State Department of Financial Services, One State Street, New York, NY 10004-1511; +1 (212) 480-6400. Please visit www.dfs.ny.gov for additional information.

(iv) If you are a customer in the State of Texas, you may also direct your complaint to the attention of: Texas Department of Banking, 2601 North Lamar Blvd., Austin, TX 78705; +1 (877) 276-5554. Please visit https://www.dob.texas.gov/ for additional information.

(v) If you are a customer in the State of Connecticut, you may also direct your complaint to the attention of: Connecticut Department of Banking, 260 Constitution Plaza, Hartford CT 06103-1800; 860-240-8299. Please visit https://portal.ct.gov/DOB for additional information.

(vi) If you are a customer in the State of Tennessee, you may also direct your complaint to the attention of: Tennessee Department of Financial Institutions, Tennessee Tower 26th Floor, 312 Rosa L. Parks Avenue, Nashville, TN 3724; 800-778-4215. Please visit tn.gov/tdfi/tdfi-how-do-i/file-a-complaint.html for additional information.

(vii) If you are a customer in the State of Georgia, you may also direct your complaint to the attention of: Georgia Department of Banking and Finance, 22990 Brandywine Road, Suite 200, Atlanta, GA 30341-5565; (770) 986-1633. Please https://dbf.georgia.gov/ for additional information.

17.2. Assignment.

Neither this Agreement, nor any of your rights and obligations hereunder, may be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. See also our Privacy Policy for additional information.

17.3. Severability.

If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement, which will continue to be in full force and effect, and any prior, effective provision of the Agreement that was superseded by such invalid, unenforceable or illegal provision shall be deemed valid and enforceable to the fullest extent.

17.4. No Waiver.

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. All waivers must be in writing.

17.5. Headings.

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

17.6. Complete Agreement.

This Agreement constitutes the entire agreement between the parties with respect to your access and use of your Merchant Account and the Settlement Services. This Agreement, together with our Privacy Policy, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

17.7. Other Jurisdictions.

We make no representation that your Merchant Account or the Settlement Services are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited.

17.8. Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including without limitation, sections pertaining to suspension or termination, debts owed, general use of the Settlement Services, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.