Wayex Global Terms and Conditions of Service

1. Introduction

This Agreement sets forth the legally binding terms and conditions between you (the "User") and Wayex Global S.A. ("Wayex", "we", "our", or "us"), a corporation registered in the Republic of Panama, in connection with the use of our global Visa card, cryptocurrency services, and related platform features (the "Services"). By accessing or using any part of the Services, you agree to be bound by these Terms, our Privacy Policy, and our Risk Disclosure Statement. If you do not agree, you must discontinue use of the Services immediately. These documents collectively form the entire User Agreement.

1.1. Definitions (Key Terms)

• Digital Assets: Cryptographic tokens supported by Wayex from time to time.
• Fiat Currency: Government-issued currency.
• Wallet: Custodial account for Digital Assets operated by Wayex or its appointed custodian.
• Card: A prepaid/debit card branded by Visa (or other network) issued by a licensed third-party financial institution (the Issuer) and program-managed by Wayex or an appointed Program Manager.
• Supported Assets / Supported Jurisdictions: As listed in the Platform from time to time.
• Transaction: Any buy/sell/convert/send/load/withdrawal or card purchase/ATM transaction.
• VASPs: Virtual Asset Service Providers (exchanges, custodians, etc.).
• Travel Rule: FATF Recommendation 16 requirements for originator/beneficiary data sharing.
• Business Day: A day banks are open in Panama City and (for card matters) the Issuer's principal place of business.

2. Eligibility

You must be at least 18 years of age, or the legal age of majority in your jurisdiction, to open and maintain a Wayex Global account. You must not be located in, or a citizen or resident of, any country that is sanctioned by the United Nations, FATF, the European Union, the United States (OFAC list), or any jurisdiction that prohibits participation in crypto-related services. Wayex reserves the right to request proof of identity, residence, or other documentation to verify eligibility.

2.1. Business Accounts & Representatives

If you open an account on behalf of a legal entity, you represent that you are authorised to bind that entity. Additional KYC/KYB documentation may be required.

3. Services Overview

Wayex offers a range of digital asset and fiat currency services, including but not limited to:

• A custodial wallet for supported Digital Assets.
• Conversion services between fiat and supported cryptocurrencies.
• A globally accepted Visa debit card for spending crypto assets.
• Recurring cryptocurrency purchase features.
• Real-time market data and transaction analytics.
• User onboarding, identity verification, and ongoing KYC/AML compliance checks.

Wayex reserves the right to expand, modify, or discontinue services at its discretion, and some services may not be available in certain jurisdictions.

3.1. Relationship with Issuer and Visa

The Card is issued by an independent licensed financial institution (Issuer) and may be program-managed by a third party (Program Manager). Your use of the Card is also governed by the Issuer's cardholder terms and network rules. Where card terms conflict with these Terms, the Issuer's cardholder terms prevail for card matters. Visa is a trademark of Visa International Service Association.

3.2. No Banking, Deposit or Brokerage Services

Wayex is not a bank, deposit-taking institution, or investment adviser. Balances in your Wallet are not bank deposits, are not insured by any deposit insurance scheme, and may be subject to loss.

4. User Responsibilities

Users agree to:

• Provide accurate, current, and complete information during onboarding and maintain updated records.
• Maintain the confidentiality and security of login credentials and enable available security features (e.g., 2FA).
• Use the platform in compliance with all applicable local, national, and international laws.
• Accept sole responsibility for all activities conducted through their account.
• Promptly notify Wayex of any unauthorised use or suspicious activity.

4.1. Prohibited Activities

You may not use the Services for: unlawful activities; sanctions evasion; financing of terrorism; fraud; market manipulation; ransomware or illicit proceeds; IP infringement; gambling (where restricted); pornographic or exploitative content; malware; mixers/tumblers or privacy-enhancing techniques intended to obfuscate source of funds (where prohibited); shell/nominee activity; or any activity listed on our Prohibited Use Policy.

5. Authorisation for Transactions

Users expressly authorise Wayex to execute transactions from their account based on platform-provided instructions, including one-time and recurring transactions (e.g., AutoBuy). Transactions initiated through the platform are deemed authorised and irrevocable once submitted, and Wayex bears no liability for user errors or duplicate submissions.

5.1. Preauthorisations and Holds (Card)

Merchants (e.g., hotels, fuel stations) may place authorisation holds that temporarily reduce your available balance. Final settlement amounts may differ; we are not responsible for merchant practices.

5.2. Limits

We may apply per-transaction, daily, monthly, or rolling limits for buys, conversions, loads, and card spending.

6. Fees and Charges

All applicable fees are detailed in the Wayex Fee Schedule, which includes, but is not limited to, card issuance, transaction processing, FX conversions, crypto purchases, network fees, and inactivity fees (if any). Wayex reserves the right to modify fee structures with reasonable advance notice, typically provided via email or platform update.

7. Risk Acknowledgment

Users acknowledge and accept the following inherent risks:

• Cryptocurrency markets are volatile, and values can fluctuate widely; holdings may lose partial or full value without warning.
• Crypto assets are not backed by any central bank or government and are not covered by insurance schemes.
• Regulatory uncertainty exists across jurisdictions and may impact the use of services.
• Transactions, including AutoBuy, are final and irreversible once executed.
• Market interruptions, exchange downtime, or technology issues may affect platform access.
• Stablecoin Risks: de-pegging, issuer counterparty risk, blacklisting, freezes, and redemption constraints.
• Network Risks: forks, airdrops, changes in consensus rules, network congestion/fees, failed or delayed transactions.
• Third-Party Risks: custodians, liquidity providers, VASPs, card networks, and Issuer outages or restrictions.

8. Limitation of Liability

To the fullest extent permissible under Panamanian law, Wayex disclaims all warranties, whether express or implied. We are not liable for indirect, incidental, punitive, or consequential damages, even if advised of the possibility of such damages. Our cumulative liability under any claim shall not exceed the amount of fees paid by the user to Wayex during the 12-month period prior to the claim.

9. Right to Restrict or Terminate

Wayex reserves the right to restrict, suspend, or terminate a user account at our sole discretion if we detect fraud, suspicious activity, violation of these Terms, regulatory non-compliance, or any activity that may compromise the platform's integrity or reputation. We may withhold withdrawals pending further investigation.

9.1. Freeze/Review

We may place transaction holds, reverse or cancel Transactions, or request additional information where required by law, by our risk controls, or by our partners (including Issuer and VASPs).

10. Data and Privacy

All personal data collected from users is processed in accordance with Panama's Law 81 (Data Protection Law). Data may be stored, processed, or transferred outside of Panama where necessary. Wayex shares data only with authorised third-party vendors, partners, and regulators as necessary for operational, compliance, and security purposes. Users may access, modify, or request deletion of their data by contacting us at support@wayex.com. See our Privacy Policy for full details.

10.1. Electronic Communications; E-Sign

You consent to receive agreements, notices, and statements electronically via the Platform or email. You must maintain a valid email address and regularly review communications.

11. Regulatory Compliance

Wayex complies with Panamanian AML/CFT regulations, as well as global standards such as those set forth by the FATF. We conduct enhanced due diligence on high-risk users, monitor transactions for suspicious activity, and file relevant Suspicious Transaction Reports (STRs) to competent authorities where required.

11.1. Travel Rule & Data Sharing

Where required, we will collect, transmit, and receive originator/beneficiary information with VASPs and financial institutions. You authorise us to share such information and to decline or block Transactions that do not meet Travel Rule standards.

12. Tax Responsibilities

It is the sole responsibility of each User to determine, declare, and pay any applicable taxes resulting from transactions, gains, or income related to crypto assets. Wayex does not provide tax advice. Users are encouraged to consult with qualified tax professionals in their country of residence. We may issue transaction reports upon request.

13. Dispute Resolution

These Terms are governed by the laws of the Republic of Panama. Any disputes or claims shall be resolved exclusively through binding arbitration in Panama City, conducted in English.

13.1. Arbitration Rules; Carve-Out

Arbitration will be administered by [Panama Arbitration Centre/ICC] under its applicable rules. Each party bears its own costs subject to the tribunal's award. Class actions are waived; claims must be brought individually. Either party may seek interim injunctive relief in a court of competent jurisdiction to protect confidential information, IP, or comply with law.

14. Changes to Terms

Wayex reserves the right to update these Terms and any supporting policies at any time. Users will be notified via platform message or email. Continued use of the platform after changes take effect constitutes acceptance.

15. Contact Information

16. Custody; Title; Insolvency Treatment

• Custody Model: Digital Assets are held in omnibus wallets with ledger-based entitlements, using hot/cold storage operated by Wayex or a qualified custodian.
• Title: Except as expressly stated, title to your Digital Assets remains with you; you grant us limited rights to move, convert, or pledge assets as reasonably necessary to provide the Services.
• Insolvency Risk: In an insolvency, customer entitlements may be subject to applicable insolvency laws and could be at risk. We do not guarantee preferential or trust treatment unless required by applicable law.

17. Supported Assets; Forks; Airdrops

We may add or remove Supported Assets without notice. We are not obligated to support airdrops, staking, rewards, dividends, or forks. We may suspend or disable deposits/withdrawals/transactions during network events. Any decision to support a fork or airdrop is at our sole discretion.

18. Deposits, Withdrawals & Reversals

• Correct Networks Only: You must use the correct blockchain/network and address format; misdirected funds may be unrecoverable.
• Minimums/Maximums: We may impose limits and fees.
• Reversals: On-chain Transactions are generally irreversible. Where possible (e.g., internal ledger errors), we may attempt recovery on a reasonable-efforts basis; you authorise us to credit/debit your balances to correct errors.

19. Conversions, FX & Pricing

• Quotes: Prices shown are indicative until executed. Final execution price may vary due to market movement and slippage.
• FX: Card Transactions involving currency conversion use network or Issuer rates plus applicable fees.
• Spread/Fees: We may include a spread in buy/sell/convert prices in addition to explicit fees.

20. Chargebacks; Refunds; Disputes (Card)

• Chargebacks are governed by card network rules and Issuer policies. We and the Issuer may require documentation and have no obligation to pursue a chargeback if requirements are not met.
• Refunds are posted when received from the merchant and may be delayed; refunds in a different currency/asset may result in gains/losses for which we are not responsible.

22. Negative Balances; Set-Off

If your account shows a negative balance (e.g., due to chargebacks, reversals, fees), you authorise us to set off or debit any of your Wayex balances or future incoming funds to remedy the deficit.

23. Security; Account Compromise

You must maintain device and account security. We are not responsible for losses arising from malware, SIM swaps, phishing, or compromised credentials where we acted on validly authenticated instructions.

24. Compliance Reviews; Source of Funds

You agree to provide information about the source of funds/wealth and the transaction purpose. We may decline, block, or reverse Transactions or close accounts where information is insufficient or unsatisfactory.

25. Sanctions; Restricted Jurisdictions List

We screen Users and Transactions against sanctions lists. We may update the Restricted Jurisdictions List at any time and suspend Services where required by law or our partners.

26. Third-Party Services and Links

Services may interoperate with third-party exchanges, custodians, PSPs, VASPs, or data providers. We are not responsible for third-party terms, performance, or outages.

27. Intellectual Property; License; Feedback

All Platform content and technology are our IP or our licensors'. We grant you a limited, revocable, non-transferable license to use the Services as permitted by these Terms. You grant us a perpetual, royalty-free license to use Feedback you provide to improve the Services.

28. No Investment, Legal, or Tax Advice

Information on the Platform is educational only and not tailored to you. You are solely responsible for decisions regarding Digital Assets and Card use.

29. Indemnification

You agree to indemnify, defend, and hold harmless Wayex, the Issuer, Program Manager, our affiliates, and service providers from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of your breach of these Terms, violation of law, or misuse of the Services.

30. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including acts of God, labour disputes, cyberattacks, power failures, war, sanctions, pandemic, or network/partner outages.

31. Communications Preferences; Language

You consent to electronic communications. The governing language of these Terms is English; translations are for convenience only.

32. Complaints; Error Resolution

Contact support@wayex.com for complaints or suspected errors. Provide details and supporting documents within 30 days of the relevant Transaction posting date so we can review.

33. Dormant Accounts; Unclaimed Property

If there is no activity for a prolonged period (e.g., 12–24 months), we may classify the account as dormant, charge an inactivity fee (if disclosed in the Fee Schedule), restrict features, and/or handle the balance in line with applicable unclaimed property or escheatment rules.

34. Term; Suspension; Termination; Redemption

We may terminate or suspend the Services at any time as permitted herein. Upon termination, we will use reasonable efforts to enable you to withdraw Supported Assets and fiat, subject to law, sanctions, and fees. Some features may cease immediately if our Issuer relationship ends.

35. Children's Privacy

The Services are not directed to individuals under the age of majority. Do not use or provide personal data if you are underage.

36. Assignment; No Waiver; Severability

You may not assign these Terms without our prior written consent. Our failure to enforce a provision is not a waiver. If any provision is invalid, the remainder remains in effect.

37. Third-Party Beneficiaries

The Issuer, Program Manager, and card network may be third-party beneficiaries for card-related provisions and may enforce those rights.

38. Entire Agreement; Order of Precedence

These Terms, together with the Privacy Policy, Risk Disclosure Statement, Fee Schedule, Prohibited Use Policy, and Issuer cardholder terms (for card matters), constitute the entire agreement. In case of conflict: (1) Issuer card terms govern card issuance/use; then (2) these Terms.

40. Notices

We may provide notices via email, Platform messages, or in-app notifications. Notices to Wayex must be sent to support@wayex.com.