Policies

Terms and Conditions (US)

Last updated: July 1, 2026

These terms and conditions (hereinafter in the text referred to as “Agreement” or “Terms and Conditions” or “Terms”) govern Your use of services provided by PAYBIS USA LTD, incorporated in the state of Delaware on 2 June 2021 (file number 5967173) whose address is 321 S. Boston, Tulsa, Oklahoma, 74103 (hereinafter in the text referred to as “PAYBIS”, “We”, “Us”, or “Our”).

PAYBIS is registered with the FinCEN as a Money Services Business ("MSB") operating in the capacity of a money transmitter (MSB Registration Number: 31000272911973).

This Agreement governs the provision of the Exchange Services (as defined below) to both natural (physical) persons and legal persons. Additional terms applicable exclusively to legal persons are set out in Schedule 1. Risk disclosures applicable to all Customers are set out in Schedule 2.

Pursuant to this Agreement, PAYBIS provides the exchange of Digital Assets for funds, funds for Digital Assets, or exchange of Digital Assets for other Digital Assets, available to both Individual Customers and Corporate Customers located in those States of the United States in which PAYBIS is registered or otherwise permitted to provide such services (collectively, the "Exchange Services").

The Exchange Services are available exclusively through the PAYBIS platform (the "Platform"). The Platform is a partially automated online system accessible via the PAYBIS website at https://paybis.com/ (the "Website"), the official PAYBIS mobile applications published in the Apple App Store (unique identifier: id1584641245) and Google Play Store (unique identifier: com.paybis) (the "Applications"), and the application programming interfaces, software development kits, and official embedded widgets or integration tools made available by PAYBIS and associated with the Website or Applications (the "Integration Tools").

Please read these Terms and Conditions carefully before accessing the Platform and creating Your Account, and keep them for Your future reference. By accessing the Platform, creating an Account, or using the Exchange Services, You agree to be bound by these Terms and Conditions, the Privacy Policy, and any other policies, schedules, or documents incorporated by reference, each as amended from time to time. If You do not agree, You must not access the Platform or use the Exchange Services.

Access to and use of the Exchange Services is subject to the eligibility criteria and territorial restrictions set out in this Agreement, and to any further eligibility, territorial, jurisdiction-specific, or product-specific restrictions specified elsewhere in this Agreement or in any applicable Schedule.

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. Capitalised terms used in this Agreement have the meanings set out in this Clause, unless defined inline.

1.2. Interpretation. To ensure clarity and consistency throughout the Agreement, the provisions of this Agreement shall be interpreted in accordance with the following guiding principles:

(a) References to Clauses and Schedules are to Clauses and Schedules of this Agreement, unless indicated otherwise;

(b) Headings of each Clause or Section are for convenience only and do not affect interpretation of this Agreement;

(c) References to legislation include any amendment, re-enactment, or replacement and any subordinate legislation;

(d) "Including" and "in particular" are illustrative and are not words of limitation.

(e) The singular includes the plural and vice versa;

(f) A reference to 'writing' or 'written' includes any durable medium (including email and in-Platform notifications);

(g) Where PAYBIS is required to act 'reasonably', this means taking into account all relevant circumstances including regulatory obligations, risk management protocols, and the legitimate interests of all Customers;

(h) In the event of any conflict or inconsistency: (a) Schedule 1 prevails over the main body insofar as it relates to Corporate Customers; (b) the more specific provision prevails over the more general; and (c) the more recently enacted provision prevails in the event of a temporal conflict.

2. MAIN PRINCIPLES FOR THE PROVISION OF THE EXCHANGE SERVICES

2.1. Use of Exchange Services. To use Our Exchange Services, You need to successfully complete Your Account registration process, including compliance with Our CDD Procedures. If these conditions are not met, PAYBIS will: (i) decline to establish a business relationship with You; (ii) refuse to process any Orders; and/or (iii) terminate any existing business relationship with You.

2.1.1. Additional Requests. PAYBIS reserves the right to request additional information and documents from You if required by Applicable Law and PAYBIS' internal procedures. If You do not provide the requested information or documents, PAYBIS may limit Your access to the Platform and the delivery of Exchange Services.

2.1.2. Accuracy of Data. You are responsible for ensuring that the information You provide during registration and throughout Your use of the Exchange Services is accurate, complete, and current. You warrant that all information You provide (including personal identification documents, contact details, principal residency, and any other requested information) is true, reliable, and up-to-date, and You agree to promptly update Your information if any changes occur. If You do not notify PAYBIS about changes to Your email or postal address, any notices PAYBIS sends to You will continue to be sent to the contact details provided in Your Account and these shall be deemed properly delivered to, and received by, You.

2.1.3. Number of Accounts. Unless PAYBIS requires or permits otherwise, You may hold only one Account. Holding more than one Account without PAYBIS' approval may result in measures under the Suspension and Termination provisions of this Agreement.

2.1.4. Account Suspension. PAYBIS reserves the right to suspend Your Account and the provision of the Exchange Services if PAYBIS suspects You to be in violation of these Terms and Conditions, the Privacy Policy, or Applicable Law.

2.2. Authentication Systems. You may only access the Platform if You have sufficiently authenticated Your identity and passed our identity verification procedures.

2.2.1. Authentication. Identity verification and authentication are conducted using third-party verification services, manual reviews by our compliance team, and multi-factor authentication. The exact authentication and verification requirements will depend on Your use of the Exchange Services, the nature of Your activity on the Platform, and various other risk-based factors solely determined by PAYBIS.

2.2.2. Account Access. To maintain the security of Your Account, you agree to implement and maintain the following protective measures:
a) Never share Your login credentials, or any other security data with any third party;
b) regularly update the Application and the operating system of Your device;
c) never share Your screen with anyone while logged in to Your Account, including through the use of remote desktop, remote access, or screen-sharing software.

2.2.3. Impersonation and Fraud. PAYBIS will never ask for Your codes, or any other login credentials of Your Account. Any such direct, unsolicited outreach claiming to be from PAYBIS is fraudulent. You acknowledge that unauthorized third parties and fraudulent actors frequently attempt to impersonate PAYBIS employees, support agents, or compliance teams, and You agree to remain vigilant against these unauthorized misrepresentations.

2.2.4. Account Security and Restrictions. PAYBIS may take certain actions and restrict Your Account or otherwise limit Your access to certain Exchange Services or Digital Assets, based on confidential criteria essential to PAYBIS' risk management and security protocols. PAYBIS reserves the right to implement these restrictions if You breach these Terms and Conditions, or if PAYBIS determines there is potential fraudulent activity associated with Your Account, in order to protect the overall security of Your Account and the Platform. PAYBIS is not obligated to disclose the specific details, parameters, or procedures of its risk management and security protocols to You or any third party.

2.3. Prohibited Activities and Acceptable Use. By accessing the Platform or using the Exchange Services, You unconditionally agree to maintain the highest standards of integrity, comply with all regulatory frameworks, and strictly adhere to the operational boundaries established in these Terms and Conditions. Any use of the Exchange Services outside of these parameters is strictly prohibited.

2.3.1. General Restrictions. You agree not to use the Exchange Services or the Platform for any activity that violates Applicable Law, infringes upon third-party rights, or breaches these Terms and Conditions. You are strictly prohibited from attempting to, or directly engaging in, actions that:
a) engage in any activity that is illegal, defamatory, threatening, intimidating, or harassing;
b) impersonate any person or entity, or misrepresent Your affiliation with any person or entity;
c) disguise, conceal, or manipulate Your location through IP proxying, Virtual Private Networks (VPNs), or other technical methods;
d) violate, misappropriate, or infringe upon the intellectual property, publicity, privacy, or other proprietary rights of PAYBIS or any third party;
e) violate any Applicable Law or regulatory requirement;
f) utilize the Exchange Services for any unauthorized or illicit purpose, including but not limited to gambling, illicit drug trafficking, human trafficking, terrorist financing, unlicensed weapons trade, fraudulent schemes, or scams;
g) interact with the dark web, execute transactions involving sanctioned persons or jurisdictions, or engage in any conduct that breaches Anti-Money Laundering (AML) or Counter-Terrorist Financing (CTF) obligations, including the obligation to disclose trust relationships and to comply with cease-and-desist instructions; or
h) use Your Account or the Exchange Services in a manner that PAYBIS or any card network reasonably believes to be an abuse of the card system or a violation of card scheme or network rules.

2.3.2. Consequences of Breach. Any engagement in, or attempt to engage in, any of the prohibited activities listed in this Agreement constitutes a severe and material breach of these Terms and Conditions. In the event that PAYBIS determines, or reasonably suspects, that You have violated any of these provisions, PAYBIS reserves the immediate right to take any of the actions set out in this Agreement.

2.4. Eligibility. At the time of registering Your Account, and continuously throughout the entire duration of using the Exchange Services, You represent and warrant the following:

(a) Age and Legal Capacity: You are at least 18 years of age (or such higher age of majority applicable in Your jurisdiction of residence) and possess the full legal capacity to form a binding contract with PAYBIS;
(b) Contractual Capacity: You have sufficient capacity to enter into legally binding agreements;
(c) No Prior Suspension: You have not previously been suspended or terminated from using the Exchange Services;
(d) Non-Resident of Restricted Areas: You are not located in, or a resident or citizen of, any Restricted Jurisdiction;
(e) Compliance with Local Law: You will not use the Exchange Services if any Applicable Law in Your or any other jurisdiction prohibits You from doing so;
(f) Acting on Own Behalf: You are acting solely in Your own name and on Your own behalf, and not as an intermediary, broker, agent, or trustee for any third party (unless expressly authorized in writing by PAYBIS); and
(g) Sanctions Compliance: You are not subject to economic or financial sanctions imposed by the European Union, the United Nations, the United States (including OFAC), or the United Kingdom, nor You are national or citizen of any country subject to such comprehensive sanctions.

2.5. No Exchange Services for Minors. The Exchange Services are intended solely for persons who are at least 18 years of age. The Exchange Services are not directed to, and PAYBIS does not knowingly collect or solicit personal information from, persons under the age of 18. If PAYBIS discovers or is notified that it has inadvertently collected personal information from any person under 18, PAYBIS will promptly delete that information and terminate the relevant Account. If You believe PAYBIS has collected personal information from a person under 18, please contact PAYBIS immediately at dpo@paybis.com.

2.6. Modification and Refusal of Exchange Services. The availability of any Exchange Services may be restricted, suspended, or refused at any time based on Your location, changes in Applicable Law, or PAYBIS' internal compliance and risk management policies. PAYBIS reserves the right, at its sole discretion and at any time, to restrict, suspend, or reject registration on the Platform by certain persons, or by residents or citizens of certain jurisdictions.

2.7. Applicability, Eligible Jurisdictions, and Exchange Service Restrictions. Access to and use of the Exchange Services is strictly conditioned upon the Customer's classification and geographic location. The Exchange Services are segmented and restricted as follows (excepting Restricted Jurisdictions defined in Clause 2.7.2)

2.7.1. Individual Customers: Individual Customers are eligible to access and use Exchange Services exclusively within the United States of America. Any natural persons residing outside the United States are strictly ineligible to establish an Account or access any Exchange Services under this Agreement.

2.7.2. Restricted Jurisdictions. PAYBIS strictly prohibits the provision of its Exchange Services in certain jurisdictions ("Restricted Jurisdictions") in accordance with our regulatory and compliance obligations.

2.7.2.1. Global Restrictions: The jurisdictions where the provision of all Exchange Services is entirely prohibited include: Afghanistan, Belarus, the Central African Republic, Cuba, the Democratic Republic of the Congo, Ethiopia, Iran, Iraq, Lebanon, Louisiana (state of the US), Libya, Mali, Myanmar, New York (state of the US), Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, and geographies with unrecognised or disputed status.

2.7.2.2. United States Restrictions: Notwithstanding any other provision of this Agreement, the provision of any Exchange Service to Individual Customers is entirely prohibited within the US states and territories of Louisiana and New York. Additional state-level service exclusions and partner-routing constraints for Corporate Customers are set forth under Schedule 1.

2.7.2.3. Additional Restrictions. The list of US states and territories in which the Swap Orders are not available is as follows: Alabama (state of the US), Alaska (state of the US), Arkansas (state of the US), Minnesota (state of the US), Nevada (state of the US), New Mexico (state of the US), North Dakota (state of the US), Puerto Rico (unincorporated territory of the US), Vermont (state of the US), and Washington (state of the US).

2.7.2.4. Digital Asset Specific Restrictions. Paybis does not accept fiat-to-Digital Asset Orders involving Axie Infinity (AXS), Binance Coin (BNB), Chiliz (CHZ), Holo (HOT), SushiSwap (SUSHI), and TRON (TRX) from Individual Customers residing in Alabama, Alaska, Arkansas, Minnesota, Nevada, New Mexico, North Dakota, Puerto Rico, Vermont, and Washington. Paybis will reject such Orders if we detect that You perform them as a resident of the above-mentioned US states and territories.

2.7.2.5. Texas. While Individual Customers from Texas are allowed to submit fiat-to-Digital Asset Orders (e.g. Credit Card to Bitcoin) or Digital Asset-to-fiat Orders (e.g. Bitcoin to Credit Card) on Paybis, there are some restrictions that apply: 1) Paybis does not accept Orders that involve stablecoins (e.g., Tether) from the Customers from Texas; and 2) Paybis will reject such Orders if we detect that You perform them as a resident of Texas. By submitting stablecoin Orders to Paybis, You confirm that You are not a resident of Texas and You are eligible to purchase stablecoins through Paybis.

2.8. Use of Affiliates and Exchange Service Providers for Execution and Operations. PAYBIS may perform, or arrange the performance of, any part of the Exchange Services — including order routing, execution, liquidity sourcing, settlement, and other backend or technical functions — through its affiliates, group companies, or third-party service providers, whether acting as execution agent, liquidity provider, sub-custodian, or in another operational capacity. Any such arrangement is internal to PAYBIS' provision of the Exchange Services and does not create any contractual or other relationship between You and the relevant affiliate or service provider. The PAYBIS entity identified to You before submission of Your Order remains Your sole counterparty and remains responsible for performing its obligations under this Agreement. PAYBIS remains responsible for the acts and omissions of any affiliate or service provider used in this way to the same extent as for its own, and no such arrangement reduces Your rights or PAYBIS' liability under this Agreement or under Applicable Law. PAYBIS may share Your information with such affiliates and service providers to the extent necessary for these purposes and permitted by Applicable Law, in accordance with the Privacy Policy.

2.9. PAYBIS USA does not offer, provide, or facilitate the custody or administration of Digital Assets and holds no Digital Assets for any user. Nothing herein is an offer, solicitation, or recommendation to use any such service. Where the user accesses such services, they are provided solely by SIA "Paybis Europe" under its separate Terms and Conditions and jurisdictional restrictions, available here: https://paybis.com/policies/terms-of-service/. By accepting these Terms, the user also accepts SIA "Paybis Europe's" Terms and Conditions.

3. TRANSACTION ORDERS

3.1. General Provisions for Orders. This Clause 3 sets out the rules common to all Orders. Where any specific order rules conflict with the general rules, the specific order rules take precedence.

3.1.1. Who may place Orders. You may submit Orders only via Your Account. Each Order requires that You have completed the CDD Procedures applicable to the relevant Exchange Service and verification level, and that You comply with the authentication requirements set out in Clause 2.2.

3.1.2. Submission of Orders. To submit an Order, You must (i) provide valid and correct data to each requirement on the Platform, and (ii) confirm the Order by clicking the relevant confirmation button or equivalent action. Receipt of Your submission will be confirmed to You promptly on the Platform. Before submission, the Platform will display the type of Order, the contracting PAYBIS entity, the applicable fees and limits (if any). You may only bring claims arising in connection with an Order against the PAYBIS entity that entered into, or processed, that Order.

3.1.3. Limits. Each Order must meet the minimum value displayed on the Platform. Maximum limits may apply per Order, per day, per month, or per Account, depending on Your verification level, jurisdiction, and risk profile. Limits may be varied at any time.

3.1.4. Fees. The fee model applicable to Your Order depends on the type of Order. Any applicable fee for the specific Order will be displayed to You on the Platform before You confirm the Order.

3.1.5. Pricing Methodology. Before You confirm an Order, PAYBIS displays to You either a firm price for the relevant Digital Asset or the method by which that price is determined, together with any applicable fees. The price quoted to You is valid only for the limited period indicated on the Platform, if You do not confirm the Order within that period, the quote expires and a new price may be displayed reflecting the market conditions then prevailing. PAYBIS executes Your Order at the price displayed to, and confirmed by, You at the time the Order is confirmed by You.

3.2. Authority and independent action. PAYBIS processes Orders strictly based on the explicit instructions, data, and parameters You provide. By submitting an Order, You acknowledge that You are acting independently and that PAYBIS has no obligation to exercise any specialised duty of care regarding Your financial outcomes (except where strictly required by Applicable Law and/or agreed otherwise in this Agreement). You bear sole responsibility for all trading decisions and actions.

3.3. Reasonable efforts to process Orders. PAYBIS undertakes to make reasonable efforts to process Orders in a timely manner. PAYBIS does not guarantee that any Order will be accepted, executed, or settled at any particular time. PAYBIS may delay the fulfilment of an Order in the following circumstances:

(a) PAYBIS perceives a risk of illegal activity, fraud, or violation of Applicable Law and/or its procedures;

(b) Unexpected increases in transaction volumes (e.g., on a weekend or bank holiday);

(c) Latency, disruption, congestion, or other delay on the relevant distributed-ledger network;

(d) Incorrect instructions or address information entered by You;

(e) Applicable Law or a subpoena, court order, or government order requires the delay.

3.4. Right to refuse Orders. PAYBIS may refuse to process or execute any Order if:

(a) processing the Order would result in non-compliance with Applicable Law or PAYBIS' internal policies;

b) Processing the Order would pose an unacceptable risk to PAYBIS (credit, reputational, operational, or other);

c) There are insufficient funds (fiat) or Digital Assets to cover the Order and any applicable fees.

3.5. Force majeure and system failures. PAYBIS is not responsible for delays or failures arising as a consequence of problems in telecommunications, computer, or other systems; the blocking or closure of accounts; the freezing or holding of funds; political regime changes; civil strife; or the actions of third parties beyond PAYBIS' reasonable control. PAYBIS may temporarily hold funds transferred from You if there are attempted attacks, hacking attempts, or cheating scripts targeting the Platform.

3.6. Liability for incorrect information. If You provide inaccurate or false information when submitting an Order (including, for example, a bank account number that belongs to a third party, or an incorrect destination wallet address) which causes the Order to fail, the costs and fees associated with refund, reversal, or remediation shall be borne by You. In implementing the return, all commission costs for Digital Asset or fiat transfers are deducted from the funds received from You.

3.7. Reversal and Cancellation. PAYBIS may cancel or reverse an Order in the following circumstances:

(a) Reversal for cause. If PAYBIS' examination reveals a violation of Applicable Law or this Agreement.
(b) Technical errors. Due to unforeseeable and serious technical errors over which PAYBIS has no influence, an Order that has been concluded may be reversed if it contains an obvious error regarding price, volume, or Digital Asset that would be immediately recognisable to a reasonable Customer.
(c) Abusive behaviour. PAYBIS may reverse or cancel an Order in case of abusive behaviour by You towards PAYBIS, the Platform, or while using the Exchange Services, including the exploitation of loopholes or manipulation of the Platform.
 

4. EXCHANGE SERVICES

4.1. Nature of Exchange Services. PAYBIS offers Exchange Services under which You may (i) buy Digital Assets from PAYBIS in exchange for fiat funds; (ii) sell Digital Assets to PAYBIS in exchange for fiat funds; or (iii) exchange one Digital Asset for another Digital Asset with PAYBIS ("Swap"). In an Exchange Order, PAYBIS is Your counterparty: the trade is concluded directly between You and PAYBIS. PAYBIS is not acting as broker, investment adviser, or agent for You in connection with any Exchange Order.

4.1.1. Binding Agreement. The Exchange Order is entered into at the moment when You submit a Request for the Order and receive a Confirmation of the Order from PAYBIS. The Confirmation of the Order constitutes a binding agreement between You and PAYBIS. Prior to the Confirmation of the Order, no binding obligation arises from a Request for the Order.

4.1.2. Completion of an Exchange Order. An Exchange Order is completed when: (i) PAYBIS transfers the required amount of the purchased Digital Asset to the wallet of Your choice (purchase); (ii) PAYBIS transfers the required fiat amount to the account You have indicated (sale); or (iii) in the case of a Swap, PAYBIS credits or transfers the target Digital Asset to the wallet or Account You have indicated, against Your delivery of the source Digital Asset.

4.1.3. Limitation. PAYBIS shall not be liable for errors resulting from Your own inaccurate instructions, breach of this Agreement, from third-party system failures outside PAYBIS' control, or from errors You failed to report within the period specified above.

4.1.4. Digital Asset Irreversibility. You acknowledge that Digital Asset transactions confirmed on the relevant distributed ledger are generally irreversible, and that PAYBIS' ability to remediate errors in such transactions may be technically limited or impossible where the transaction has been confirmed on-chain. PAYBIS will take commercially reasonable steps to assist You but cannot guarantee recovery of confirmed on-chain transactions.

4.2. Destination Address Requirements. You are solely responsible for providing a valid, accurate, and compatible destination wallet address. PAYBIS will deliver Digital Assets to the address You provide and has no obligation to verify that the address is under Your ownership or control. PAYBIS has no obligation to attempt to redirect Digital Assets sent to an incorrect address. You bear sole responsibility for ensuring the accuracy of all wallet addresses submitted. Once a transaction is broadcast to the relevant network, PAYBIS has no ability to reverse or redirect it. PAYBIS is not responsible for any loss or error arising from Your use of an incompatible wallet address, an unsupported address format (including smart-contract or multi-signature addresses not supported by PAYBIS), or an address belonging to a third party, exchange, or platform. You should verify wallet compatibility before submitting an Order.

4.3. Supported Digital Assets. The range of Digital Assets available for exchange is determined by PAYBIS at its sole discretion and is subject to change without prior notice. The current list of supported Digital Assets is displayed on the Platform. PAYBIS makes no representation that any particular Digital Asset will remain available on the Platform at any given time.

5. FEES, PAYMENT TERMS AND TAXES

5.1. Payment Obligation. You agree to pay PAYBIS all applicable service fees charged for Transactions conducted on or through the Platform. You will be fully informed of the exact fees applicable to Your transaction before You submit any Order. Exchange Service fees become due once PAYBIS accepts Your Request for the Order. If a different due date is set out in the Confirmation of the Order, that date shall apply.

5.2. Tax Responsibilities and Regulatory Reporting. You are solely and exclusively responsible for determining, reporting, and paying any and all taxes, duties, or levies that apply to Your transactions or use of the Exchange Services under Your local jurisdictions. PAYBIS does not provide tax, accounting, or financial advice of any kind.

5.3. Mandatory Reporting. You acknowledge and agree that PAYBIS may be legally required to report Your Transactions and financial data to competent tax and regulatory authorities under relevant international frameworks and may be subject to similar regional reporting mandates. Such reporting may include gross proceeds from the disposition of digital assets, cost basis information, and other information required, as required by Applicable Law.

5.4. No Tax Advice. Nothing in this Agreement or in any communication from PAYBIS constitutes tax advice. You are solely responsible for determining Your tax obligations arising from Your use of the Exchange Services and for timely filing all required tax returns and paying all applicable taxes. PAYBIS strongly recommends that You consult a qualified and independent tax advisor.

6. SUSPENSION

6.1. Ongoing Monitoring and Security Checks. PAYBIS is required, under Applicable Law and its own risk-management framework, to continuously monitor the transactional behaviour and Account activity of its Customers. Any Order, transaction, deposit, or withdrawal may be subject to review, delay, suspension, or freezing. Whether such a measure is applied depends on a range of factors, including whether the relevant Order or activity appears unusual, suspicious, or inconsistent with Your prior behaviour, as assessed by PAYBIS' internal security, fraud-detection, and compliance systems. Where an Order is selected for individual review, fulfillment may be subject to longer waiting periods than would otherwise apply.

6.2. Grounds for Suspension. PAYBIS may apply any of the measures described in this Clause where it has reasonable grounds to believe, or is required by Applicable Law to act on the basis, that one or more of the following circumstances exists:

6.3. Examination of Cause. Where grounds for contractual or regulatory action exist or are reasonably suspected, PAYBIS shall conduct an objective and factual examination to determine whether the suspicions are substantiated. During the course of this examination, PAYBIS reserves the right to implement any of the following administrative measures on either a temporary or permanent basis:

6.4. Duration and Lifting. Any measure applied under this Clause will remain in place only for as long as the grounds giving rise to it continue to exist, or for as long as PAYBIS is required or permitted to maintain it under Applicable Law. If an Order could not be carried out because of a measure taken under this Clause, PAYBIS shall not be required to allow You to place a fresh Order at the same price, rate, or terms as the Order that was affected by the suspension, freeze, block, or cancellation; any new Order will instead be subject to the market conditions prevailing at that time.

6.5. Notice. In case PAYBIS suspends, freezes, blocks, reverses, or cancels your Order or Account, PAYBIS will give notice to You, unless prohibited by Applicable Law from doing so. PAYBIS is not obligated to disclose any findings or information acquired by its security and risk-management procedures.

7. TERM AND TERMINATION

7.1. Term. The contractual relationship between PAYBIS and You commences and becomes legally binding upon Your acceptance of this Agreement, and it shall continue for an indefinite duration unless terminated in accordance with the provisions set forth herein.

7.2. Termination by You. You may at any time terminate the entire contractual relationship with PAYBIS by closing Your Account for all Exchange Services You use. You may not be able to terminate Your Account where (i) Your Account is subject to freezing, suspension, or blocking, (ii) You have outstanding amounts owed, or (iii) You have made an Order that has not yet been accepted or rejected.

7.3. Termination by Paybis. PAYBIS may terminate Your Account, or any Exchange Service, with immediate effect where an important reason exists that, taking into account the legitimate interests of both parties, makes continuation of the contractual relationship unreasonable for PAYBIS. Where the relevant circumstance is capable of being remedied and Applicable Law does not require immediate action, PAYBIS will, so far as reasonable and lawful, first ask You to remedy it within a reasonable period before terminating. An important reason includes, in particular, any of the following:

7.4. Withdrawal from a Market. PAYBIS may terminate this Agreement, and close Your Account, on not less than one (1) month's prior notice where it decides to cease offering the Exchange Services in Your jurisdiction. Such a decision may be taken, in particular, where:

This one (1) month notice period does not apply where PAYBIS is compelled to suspend, withdraw, or discontinue its Exchange Services, or to cease operating in Your jurisdiction, in order to comply with a change in Applicable Law, a binding compliance obligation, or a direction or order of a competent supervisory authority; in that event PAYBIS may terminate the affected Exchange Services with immediate effect.

7.5. Termination of Specific Exchange Services or Products. Discontinuation of an Exchange Service or Digital Asset. PAYBIS may cease providing a particular Exchange Service, or supporting a particular Digital Asset, on not less than one (1) month's prior notice. Such a decision may be taken, following a risk assessment, in particular where:

By way of exception to that notice period, PAYBIS may suspend or discontinue any specific Exchange Service, or its support for any particular Digital Asset, with immediate effect and without prior notice where doing so is necessary to comply with Applicable Law, a binding regulatory obligation, or an order of a competent authority, or where it is required to address a critical security vulnerability or a severe technical disruption. Where PAYBIS acts on such an immediate basis, it will notify You as soon as reasonably practicable.

7.6 Succession Upon Death. Once PAYBIS has been notified of Your death and has received proof of death in a satisfactory form, the Account will be suspended and blocked, for security reasons, until the persons entitled to the estate, and their respective shares, have been established in accordance with Applicable Law. Entitlement will be determined on the basis of the documents required under the law governing the succession, including a valid will, letters testamentary, letters of administration, or other instrument recognised under Applicable Law. Where the succession is contested, PAYBIS may require a ruling of a court having competent jurisdiction over the estate before releasing any assets.

Once entitlement has been satisfactorily established, PAYBIS will inform the executor, administrator, or heir(s) of the steps required, and will act in accordance with their lawful instructions in accordance with their lawful instructions and Applicable Law, subject to prior settlement of any amounts owed to PAYBIS and to completion of the identity-verification, due-diligence, and other legal requirements applicable to those persons.

7.7. Effects of Termination.

7.8. Survival. Any provisions of this Agreement that ought to survive termination to settle any rights or obligations shall continue to apply until all such rights and obligations have been settled.

8. Changes and amendments

The administration of the Paybis.com marketplace service reserves its right to to make modifications and additions to the given agreement any moment unilaterally without a prior notice.

9. CHANGES TO THIS AGREEMENT

9.1. Background and General Right to Amend. Our products, services, and underlying business operations are subject to ongoing development and evolution. As a natural consequence of operating in a dynamic regulatory, technological, and commercial environment, it may become necessary — from time to time — to revise, update, amend, or otherwise modify the terms and conditions set out in this Agreement. Subject to the procedures and limitations described in this Section, we expressly reserve the right to make such changes at our sole discretion, provided that we do so in accordance with the notification and consent mechanisms outlined below. Any such revisions will be made in good faith and with due consideration for the interests of all parties to this Agreement.

9.2. Classification of Changes. Not all changes to this Agreement carry the same degree of significance or impact. In order to ensure proportionality in the way changes are communicated and implemented, any amendment, modification, or revision to this Agreement will be classified into one of the following two distinct categories:

9.3. Grounds for Material Change. A Material Change may be introduced when there is a legitimate and substantiated reason for doing so. Such reasons include, but are not limited to, the following circumstances:

9.4. Notification. Whenever PAYBIS intends to implement a material change, PAYBIS will inform You in text form on a durable medium (e.g., email) that (i) if You do not object in text form or electronically within the one-month period before the changes come into effect, You will be deemed to have consented to the changes, and (ii) You have the right to terminate the entire Agreement (or the parts relating to the change) without notice period until the changes take effect. You will still have access to Your Account during this period.

9.5. Effective date for Material Changes. Material changes become effective upon the earliest of (i) Your express acceptance of the amended Agreement, or (ii) one (1) month after publication of the changes, unless You have objected to the changes.

9.6. Effective Date for Minor Changes. Minor changes implemented for objectively justified reasons shall become effective immediately upon their publication on the Platform or notification to You.

10. DATA PROTECTION

All information provided by You during use of the Exchange Services will be treated in accordance with Our Privacy Policy.

PAYBIS is committed to protecting the personal data of its Customers and will process personal data in accordance with Applicable Law, including applicable US federal and state privacy laws. For California residents, PAYBIS processes personal data in accordance with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), as applicable. PAYBIS will process Customer personal data to perform this Agreement properly, in accordance with the PAYBIS Privacy Policy.

PAYBIS will not transmit Customer personal data to other entities except as provided in the Privacy Policy, with the Customer's consent, or as required by law. Any data transfers will be conducted in accordance with Applicable Law.

11. COMPLAINTS POLICY

PAYBIS will always strive to provide an efficient and professional service and will aim to provide prompt, courteous, and informative advice in respect of every communication received.

You have the right to complain about the Exchange Services. PAYBIS does not charge any fee for submitting, handling, or responding to a complaint. Complaints should be sent to support@paybis.com. PAYBIS undertakes to deal with each complaint and issue a response within fifteen (15) Business Days of the initial complaint.

If, for objective reasons, it is not possible to provide a response to the Complaint within the time limit referred to in this Clause, PAYBIS will inform you of a reasonable time frame within which the response will be provided and justification for the need for such an extension.

PAYBIS records and analyses all complaints to improve the Exchange Services. PAYBIS will notify You of how the complaint has been handled in the same manner in which the complaint was lodged, in writing or by another durable medium.

If You are dissatisfied with PAYBIS' response to Your complaint, this does not affect Your right to bring legal proceedings.

12. RISK DISCLOSURE

You acknowledge that You have read, understood, and accept the risks set out in Schedule 2 (Risk Disclosures), which is incorporated by reference.
The risks include, in summary:
 

• Digital Asset price volatility and the potential for total loss;
• liquidity risk;
• technology, software, and security risks;
• regulatory and legal risk, including the risk that the regulatory framework will change adversely;
• no financial-services compensation scheme covers Digital Assets;
• counterparty risk;
• stablecoin and collateralisation risk;
• tax risks.

Digital Assets are not legal tender and are not backed by any government. You bear exclusive responsibility for evaluating whether any Order is suitable for You based on Your personal goals, financial situation, and risk tolerance. You are encouraged to consult legal or tax professionals.

13. DISCLAIMER

PAYBIS does not endorse any particular Digital Asset to be bought, earned, or sold by You. Before deciding to buy or sell any Digital Asset, We recommend You conduct thorough due diligence and consult with Your financial advisors. The list of available Digital Assets may change without prior notice.

PAYBIS does not provide financial or investment advice to You. Any communication or data shared with You by PAYBIS should not be considered or construed as investment, financial, or trading advice. PAYBIS is not a bank.

The Exchange Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied, or statutory, except as required by Applicable Law.

PAYBIS does not guarantee that any Order will be accepted. You hereby understand and agree that PAYBIS shall not be liable for any losses or damages arising out of or relating to: (i) any inaccuracy, defect, or omission of Digital Asset price data, (ii) any error or delay in the transmission of such data, or (iii) interruption in any such data.

14. SECURITIES, COMMODITIES, AND REGULATORY CLASSIFICATION DISCLAIMER

Not a Broker-Dealer or Investment Adviser. PAYBIS is not registered as a broker-dealer, investment adviser, securities exchange, or alternative trading system with the U.S. Securities and Exchange Commission ("SEC") or any state securities regulator. The Exchange Services do not constitute broker-dealer services, investment advisory services, or securities brokerage services. No communication or information provided by PAYBIS constitutes investment advice, a recommendation to buy or sell any asset, or an offer or solicitation with respect to any security.

PAYBIS Reserve Right to Delist. PAYBIS reserves the right, at any time and without prior notice, to delist, cease supporting, or restrict access to any digital asset that PAYBIS determines, in its reasonable discretion, may constitute a security subject to the applicable Law, or that is subject to regulatory action by the SEC, any state securities regulator, or any other competent authority.

15. RESOLUTION OF DISPUTES AND APPLICABLE LAW

PAYBIS and You agree that any disputes arising between us shall initially be attempted to be resolved by mutual negotiations. You shall contact PAYBIS by sending an email describing the dispute to support@paybis.com, and PAYBIS shall contact You via the email used for registration.

The provision of the Exchange Services by PAYBIS USA LTD shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any and all disputes, claims, or controversies arising out of or relating to this Agreement, the Exchange Services, the Platform, or any Transaction (collectively, "Disputes").

16. FORM OF THE TERMS AND CONDITIONS AND CONSENT

You and PAYBIS acknowledge that the digital form of these Terms and Conditions is legally equal to terms and conditions executed in written form and signed by both parties.

Legal Effect of Electronic Signatures. You agree that clicking "I Accept," "Confirm," "Submit," or any equivalent action on the Platform constitutes Your electronic signature and is legally equivalent to a handwritten signature to the same extent permitted by Applicable Law.

Consent to Electronic Communications. By creating an Account and accepting these Terms and Conditions, You affirmatively consent to receive electronically all communications, agreements, documents, notices, and disclosures that PAYBIS provides or makes available in connection with Your Account and the Exchange Services (collectively, "Communications"), including those that federal or state law requires to be in writing.

Scope of Communications. Electronic Communications include, but are not limited to: these Terms and Conditions and any amendments; Confirmations of the Order; account statements and transaction records; privacy and data-security notices; legally required disclosures (including GLBA privacy notices); and responses to complaints and inquiries.

Hardware and Software Requirements. To access, receive, and retain electronic Communications, You must have: (a) a device (computer, tablet, or smartphone) with a working internet connection; (b) a current version of a supported web browser (e.g., Chrome, Firefox, Safari, Edge) or the PAYBIS Application; (c) the ability to receive and access email; and (d) sufficient storage to retain electronic documents, or access to a printer. You represent that You have the necessary hardware and software to receive and retain electronic Communications. If these requirements change materially, PAYBIS will notify You.

Withdrawal of Consent. You may withdraw Your consent to receive electronic Communications at any time by contacting PAYBIS at support@paybis.com. Withdrawal of consent does not affect the legal validity or enforceability of electronic Communications delivered before the effective date of withdrawal. Notwithstanding any withdrawal of consent, PAYBIS may continue to send You any communications required by Applicable Law or by a Competent Authority by any method permitted by law, and may continue to send electronically any communications that are not legally required to be provided in writing.

17. ADDITIONAL AGREEMENT FOR CUSTOMERS FROM CERTAIN US STATES AND TERRITORIES

The Individual Customers from Alabama, Alaska, Arkansas, Minnesota, Nevada, New Mexico, North Dakota, Puerto Rico, Vermont, and Washington who want to use Exchange Services are additionally required to read and accept the Zero Hash LLC Services Agreement (available at https://docs.zerohash.com/page/terms-of-service) to be able to use the Exchange Services.

18. LANGUAGE CLAUSE

These Terms and Conditions may be translated into other languages to facilitate Your understanding. Notwithstanding any translation, it is expressly agreed between the parties that in the event of a dispute, only the English version of these Terms and Conditions shall be binding.

19. REFUND POLICY

See the detailed Refund Policy at https://paybis.com/policies/refunds/.

20. MISCELLANEOUS

20.1. No waiver

The failure of PAYBIS to enforce or exercise, at any time or for any period of time, any term, right, or remedy arising in connection with the Platform shall not constitute, and shall not be construed as, a waiver, and shall in no way affect PAYBIS' right to enforce or exercise it later.

20.2. Notifications

Notifications to PAYBIS may be made in writing or electronically (e.g., by email or via the Platform), unless explicitly stated otherwise.

20.3. Intellectual Property

Ownership. PAYBIS and its licensors own all intellectual property rights in and to the Platform, the Website, the Applications, the Integration Tools, and all associated content, software, graphics, trade marks, service marks, and other materials ("PAYBIS IP"). Nothing in this Agreement transfers to You any right, title, or interest in or to the PAYBIS IP.

Prohibited Use. You are strictly prohibited from any of the following actions, including, but not limited to, to: (i) copy, reproduce, modify, adapt, translate, or create derivative works from any PAYBIS IP; (ii) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software forming part of the Platform; (iii) use any PAYBIS trade mark, logo, or trade name as part of any hyperlink, framing, or meta-tag; or (iv) use any automated means (including web scraping, data mining, or bots) to access or extract data from the Platform without PAYBIS's prior written consent.

20.4. Severability

If any clause or sub-clause of this Agreement becomes illegal, invalid, or unenforceable, the legality, validity, or enforceability of the remaining clauses shall not be affected or impaired. The invalid provision shall be deemed replaced by a valid and enforceable provision that corresponds as closely as possible to the economic purpose intended.

20.5. Assignment, Business Transfer or Novation

PAYBIS may assign, transfer, or novate all or part of its rights and obligations under this Agreement to a Successor Entity (one holding all licences required to provide the Services) in connection with any Business Transfer, without Your prior consent. PAYBIS will give You at least one (1) month's prior written notice in a durable medium identifying the Successor Entity and its authorisations; You may terminate this Agreement free of charge before the effective date, and if You do not, You are deemed to have accepted the Successor Entity as Your new contracting party.

20.6. No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of PAYBIS and You. Except as expressly stated in this Agreement, nothing in this Agreement is intended to, or shall, create any rights enforceable by any third party under any applicable rule of law permitting third parties to enforce contractual rights. This does not affect any right or remedy that a third party may have independently of this Agreement.

20.7. Entire agreement

This Agreement and any other documents incorporated by reference constitute the entire agreement between You and PAYBIS in relation to its subject matter.

SCHEDULE 1 - TERMS AND CONDITIONS: ORGANISATIONS (LEGAL ENTITIES / CORPORATES)

This Schedule 1 sets out the additional terms and conditions for Customers that are legal persons (the "Corporate Customer" or "Business Customer"). These provisions amend and extend the provisions of the main body of this Agreement. In case of conflict between this Schedule 1 and the main body, this Schedule 1 prevails.

1. DEFINITIONS

• "You" / "Your" / "Corporate Customer" means a representative or authorised signatory of an organisation (legal entity) recognised by law, who has agreed to all terms and conditions of PAYBIS, as well as other relevant policies, and uses the Exchange Services on the Platform.
• "Your Account" / "Business Account" means an account created by You on the Platform. As a representative or authorised signatory, You may create an account for each Corporate Customer You represent. By using Your Account, You agree that You will use the Exchange Services only for the organisation (legal entity) You represent.
• "Authorised User" means a natural person whom You have nominated and PAYBIS has accepted as entitled to access and operate the Business Account or to give instructions on Your behalf.

2. OPENING AND USING YOUR BUSINESS ACCOUNT

2.1. Business Account

An organisation wishing to use the Exchange Services may apply to open a Business Account by registering on the Platform and completing PAYBIS' onboarding, verification, and due-diligence process. PAYBIS may accept or decline any application at its discretion, acting reasonably and in accordance with Applicable Law, and is not obliged to give reasons for declining.

2.2. Authority and binding effect

Each natural person who accepts this Agreement on behalf of a Corporate Customer represents and warrants that they are duly authorised to bind that organisation, and that the organisation is bound by this Agreement as if it had executed it itself. If You comprise more than one person or entity, or if more than one representative acts for You, each is bound jointly and severally, and PAYBIS may rely on the act or instruction of any one of them.

2.3. Customer restrictions

No Account may be registered with PAYBIS if it involves a legal entity, trust, foundation, or asset subject to the jurisdiction of any Restricted Jurisdiction, or any country against which the United Nations, the European Union, the United States, or the United Kingdom have imposed economic sanctions.

2.4. Representations and warranties

On registration, and again on each occasion You use the Exchange Services or submit an Order, the Corporate Customer represents and warrants that it:

Each of the above representations is deemed repeated each time You use the Exchange Services, and You must notify PAYBIS promptly if any of them ceases to be true.

2.5. Additional Restrictions

The list of Restricted jurisdictions for the provision of the Services for Corporate Customers additionally includes the following states and territories: Alabama (state of the US), Alaska (state of the US), Arkansas (state of the US), Minnesota (state of the US), Nevada (state of the US), New Mexico (state of the US), North Dakota (state of the US), Puerto Rico (unincorporated territory of the US), Vermont (state of the US), and Washington (state of the US).

2.6. Authorised persons

You undertake that only Authorised Users will access or operate the Business Account, and You are responsible for managing their access rights and for keeping their details current. You are responsible for all acts and omissions of Your Authorised Users as if they were Your own. PAYBIS is entitled to act on, and to treat as genuine and authorised, any instruction given or purported to be given through the Business Account or by an Authorised User, unless and until You have notified PAYBIS otherwise and PAYBIS has had a reasonable opportunity to act on that notice. No PAYBIS entity is liable for any loss arising from the use of the Business Account by an authorised or unauthorised person, save to the extent such loss results directly from PAYBIS' own fraud, wilful misconduct, or gross negligence. You must notify PAYBIS promptly of any change to, or revocation of, an Authorised User's authority.

2.7. Verification documentation

The Corporate Customer shall provide such documentation as PAYBIS requires, including:

You warrant that all information and documentation provided is true, accurate, complete, and not misleading, and You will keep it updated. PAYBIS may suspend or restrict the Business Account while any required information remains outstanding.

2.8. Ongoing financial-crime and sanctions compliance

You warrant that You maintain, and will continue to maintain, policies, procedures, and controls appropriate to Your business for the prevention of money laundering, terrorist financing, and sanctions breaches, and that You will not use the Exchange Services to facilitate any activity that is unlawful or sanctioned. You will cooperate fully and promptly with any request by PAYBIS made in connection with its AML/CTF, sanctions, Travel Rule, or other compliance obligations, including by providing originator and beneficiary information for transfers of Digital Assets, and You acknowledge that PAYBIS may transmit and receive such information as required by Applicable Law.

2.9. Legal and economic changes

In addition to any notification obligations in the main body of the Agreement, You shall inform PAYBIS without undue delay of:

2.10. Purpose limitation

The Business Account may be used for commercial or business purposes only, and not for personal use. If You wish to use the Exchange Services for personal purposes, You must apply for an Individual Customer Account, to which the consumer terms of the main body apply.

2.11. Information and verification of transfers

Where You become aware of a transfer from or into the Business Account, You must promptly verify whether it was successful (for example, by confirming the credit to the Business Account or via a blockchain explorer) and must notify PAYBIS promptly of any failed, delayed, duplicated, or irregular transfer. PAYBIS is not liable for any loss arising from Your late or omitted notification.

2.12. No right of set-off

You unconditionally and irrevocably waive any right to set off any amount owed to You by any PAYBIS entity against any liability You owe to any PAYBIS entity. PAYBIS may, conversely, set off any amount You owe it against any amount it owes You.

2.13. Fees, taxes, and payment

You shall pay all fees, charges, and costs applicable to the Exchange Services as published or notified, together with any applicable taxes. All amounts payable by You are exclusive of value-added tax and similar taxes, which You shall pay in addition where applicable. Where You are required by law to withhold or deduct any amount from a payment to PAYBIS, the sum payable shall be increased so that PAYBIS receives the amount it would have received absent the withholding, save where Applicable Law prohibits such gross-up.

3. TAX COMPLIANCE

You shall provide PAYBIS with all information necessary for PAYBIS to comply with applicable US federal and state tax-reporting obligations, including requirements under the Internal Revenue Code and FinCEN regulations. You acknowledge that PAYBIS will report Transaction and Account information to the IRS and other competent tax authorities as required by Applicable Law, and You remain solely responsible for determining, reporting, and paying Your own taxes arising from Your use of the Exchange Services.

4. CONFIDENTIALITY

Each party shall keep confidential the non-public information of the other party disclosed in connection with this Agreement and use it only for the purposes of the Agreement, except where disclosure is required by Applicable Law or by a competent authority, or is made to its professional advisers or group companies on a need-to-know basis. This obligation survives termination.

5. DATA PROTECTION

Each party shall comply with applicable data-protection and privacy law, including applicable US federal and state privacy laws. Where PAYBIS processes personal data as a controller, it does so in accordance with its Privacy Policy and applicable US privacy law. Where You provide PAYBIS with personal data relating to Your representatives, Authorised Users, directors, or UBOs, You warrant that You are entitled to do so and that those individuals have been informed of the processing as required by Applicable Law.

6. RECORDS AND AUDIT

You shall keep adequate records relating to Your use of the Exchange Services and shall, on PAYBIS' reasonable request, provide information or documentation that PAYBIS requires to satisfy its legal, regulatory, or audit obligations, or those of a competent authority. PAYBIS may share information about You with competent authorities and, where permitted, with its group companies and service providers, subject to Applicable Law.

7. TERMINATION

7.1. General

The termination provisions of the main body apply to Corporate Customers, as supplemented by this Clause.

7.2. Termination in case of dissolution or insolvency

PAYBIS may terminate or suspend the Business Account where You become subject to, or threatened with, dissolution, insolvency, restructuring, winding-up, or similar proceedings. The Business Account and related Transactions may be suspended until it is established, in accordance with Applicable Law, who is entitled to deal with the assets.

7.3. Termination for cause

In addition to the termination rights in the main body, PAYBIS may, at any time and without prior notice, terminate the Business Account and any open Transactions where: (i) there has been a material change in Your beneficial ownership or ownership or control structure that PAYBIS has not approved; (ii) PAYBIS has reasonable grounds to believe that You have disposed of significant business assets, or it has reasonable concerns as to Your solvency or creditworthiness; or (iii) any representation or warranty in this Schedule is or becomes untrue in a material respect.

8. LIMITATION OF LIABILITY

In addition to the limitation-of-liability provisions in of the main body of this Agreement, PAYBIS limits its liability and warranty to the maximum extent permitted by Applicable Law, as follows.

8.1. "As is" basis

The Exchange Services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.2. Maximum aggregate liability

Notwithstanding any other provision, PAYBIS' maximum aggregate liability shall be limited to the total fees paid by You to PAYBIS during the twelve (12) months preceding the date on which the damage occurred, unless Applicable Law prohibits a limitation to that extent, in which case liability is capped at the minimum amount mandated by Applicable Law.

9. CHANGES TO THIS SCHEDULE 1

9.1. Amendments

PAYBIS may amend, supplement, or replace this Schedule 1 in its reasonable discretion and for a valid reason, provided that a risk assessment has been carried out weighing the interests of PAYBIS, and of its Customers as a whole, against those of the individual Customer. Such changes become effective on the earlier of (i) Your express acceptance of the amended Schedule 1, and (ii) one (1) month after the changes are published or notified to You, provided You have not objected before that date.

9.2. Exceptions to the notice period

By way of exception to the one (1) month period above, PAYBIS may amend this Schedule 1 with immediate effect, and without observing that period, where the change:

Where PAYBIS makes a change with immediate effect under this exception, it will notify You as soon as reasonably practicable.

9.3. Right to terminate

Where a change is subject to the one (1) month notice period, You may, at any time before it takes effect, terminate this Agreement (or the parts affected by the change) free of charge and without observing any notice period. If You do not object before the change takes effect, You are deemed to have accepted it. Changes made with immediate effect under the exceptions above do not trigger this objection right, save to the extent Applicable Law provides otherwise.

10. GOVERNING LAW AND JURISDICTION (CORPORATES)

The business relationship of a Corporate Customer with PAYBIS USA LTD . shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or in connection with such business relationship shall be subject to the exclusive jurisdiction of the competent commercial court of the State of Delaware.

SCHEDULE 2 — RISK DISCLOSURES

PAYBIS places the utmost importance on protecting Customers and Customer assets through the implementation of robust risk-management practices. Despite this, the use of the Platform and certain Transactions carry risks that are beyond the control of PAYBIS, and PAYBIS shall have no liability for such risks.

A non-exhaustive list of these risks is set out in this Schedule. Other product-specific risks may also apply.

A. General risks

Acquiring Digital Assets offered through the Platform carries inherent risks. In extreme cases, the full amount You pay may be lost entirely. You should carefully assess whether acquiring Digital Assets through the Platform aligns with Your risk tolerance, financial and tax situation, personal and legal circumstances, and other relevant considerations.

B. Risk of depreciation in value, liquidity, and extreme volatility

The value of the Digital Assets available on the Platform is typically determined by their current market price and therefore might experience extreme volatility and/or decline to zero. Past performance does not indicate future results. Digital Assets are only suitable for users who can bear a loss of the entire amount paid and should not be relied upon as a source of income.

C. Regulatory and jurisdictional risk

D. Security and access risks

E. Risks associated with Digital Assets