1.1 These Terms of Use (the "Terms") form a legally binding agreement between you and SkenderPay LLC, an Arizona limited liability company, ACC Business ID 25031836 ("SkenderPay", "we", "us" or "our").

1.2 The Terms apply when you access or use our website, online interfaces, beta pages, pilot environments, waitlist, communications, documentation, application programming interfaces, software components, dashboards or any other digital service made available by SkenderPay (collectively, the "Services").

1.3 By accessing or using the Services, creating an account, joining a waitlist, participating in a pilot, or otherwise confirming acceptance, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

1.4 Additional terms may apply to specific beta features, pilot programmes, merchant arrangements, partner-supported services or regulated services. If additional terms conflict with these Terms, the additional terms will prevail for the relevant feature or service.

1.5 If you use the Services on behalf of a company, organisation or other legal entity, you represent that you have authority to bind that entity. In that case, "you" and "User" refer to that entity as well as to the individual acting on its behalf.

2.1 SkenderPay is developing fintech infrastructure for merchants, platforms and local business ecosystems. The Services currently made available may include informational website content, product descriptions, waitlist registration, beta access, pilot interfaces, merchant onboarding tools, technical documentation and related communications.

2.2 Unless expressly agreed in separate written terms, SkenderPay does not hold client funds, safeguard digital assets, transmit money, issue stored value, issue e-money, provide payment accounts, execute trades, provide exchange services, provide brokerage services, provide custody, provide banking services, provide investment advice or make investment recommendations.

2.3 The formation of SkenderPay LLC as an Arizona limited liability company is not an endorsement, approval, recommendation or authorisation of SkenderPay’s business activities by any regulator or public authority.

2.4 Any future expansion of functionality, supported jurisdictions, payment methods, merchant settlement processes, fiat functionality, crypto functionality or partner services will be subject to product validation, operational readiness, legal analysis, applicable law and, where required, cooperation with regulated partners or authorised institutions.

2.5 Access to the website or any online interface from a particular jurisdiction does not mean that SkenderPay is authorised, licensed or permitted to provide services in that jurisdiction.

3.1 "Account" means a user, merchant, pilot participant or administrative account created or enabled for access to the Services.

3.2 "Applicable Law" means any law, regulation, rule, regulatory guidance, order, sanctions requirement, court order or legally binding requirement applicable to SkenderPay, you, a Partner, or the relevant use of the Services.

3.3 "Closed-Loop Credits" means any internal, non-redeemable, non-transferable credits, points, units or balances that may be made available within a limited pilot environment and that may be used only within the relevant SkenderPay ecosystem according to the applicable pilot rules.

3.4 "Digital Asset" means any crypto-asset, virtual asset, token, stablecoin, blockchain-based unit, digital representation of value or similar asset, whether or not regulated in any jurisdiction.

3.5 "Partner" means a third-party service provider, technology provider, payment service provider, financial institution, merchant, compliance provider, identity verification provider, blockchain infrastructure provider, data provider, cloud provider or other third party that may support, integrate with or provide services in connection with SkenderPay.

3.6 "User" means any individual or legal entity that accesses or uses the Services, including website visitors, waitlist participants, beta users, pilot participants, merchants, administrators and persons acting on behalf of such entities.

4.1 You may use the Services only if you are at least 18 years old, have legal capacity to enter into binding agreements, and are not prohibited from using the Services under Applicable Law.

4.2 You must not access or use the Services if you are located in, resident in, organised under the laws of, or ordinarily operating from a jurisdiction that is subject to comprehensive sanctions, embargoes or other restrictions applicable to SkenderPay or its Partners.

4.3 You must not access or use the Services if you are listed on, owned or controlled by a person listed on, or acting on behalf of a person listed on, any applicable sanctions, anti-terrorism, anti-money laundering or similar restricted-party list.

4.4 SkenderPay may restrict or refuse access to the Services, in whole or in part, for any user, merchant, transaction type, business model, jurisdiction, device, wallet, payment method or Partner integration where legal, regulatory, sanctions, banking, payment-processing, financial crime, operational, cybersecurity or reputational risks arise.

4.5 You are responsible for ensuring that your access to and use of the Services is lawful in your jurisdiction and does not cause SkenderPay or any Partner to breach Applicable Law.

5.1 Certain Services may require you to create an Account or provide information about yourself, your business, your representatives, beneficial owners, source of funds, source of wealth, intended use, technical environment, wallet addresses or payment methods.

5.2 You must provide accurate, complete and current information and promptly update it if it changes. You must not provide false, misleading, incomplete or third-party information without authorisation.

5.3 SkenderPay may require identity verification, business verification, sanctions screening, adverse media screening, fraud checks, source-of-funds information, source-of-wealth information, tax information or other due diligence measures before granting or continuing access to certain features, pilots or Partner-supported services.

5.4 SkenderPay may refuse, suspend, restrict or terminate access where verification is incomplete, inconsistent, suspicious, outdated, unsupported, refused by a Partner, or otherwise required by Applicable Law, internal policy or risk assessment.

5.5 You are responsible for maintaining the confidentiality and security of your Account credentials, devices, email accounts, wallets, private keys, authentication tools and other access methods. You must notify SkenderPay promptly if you suspect unauthorised access, compromise, loss or misuse.

5.6 SkenderPay is not responsible for losses arising from your failure to secure your Account, device, email account, wallet, private keys, passwords, two-factor authentication or other credentials, except to the extent liability cannot be excluded under Applicable Law.

6.1 SkenderPay may make beta features, test environments, pilot environments, sandbox interfaces or limited functionality available from time to time. These features may be experimental, incomplete, unavailable, modified, withdrawn or discontinued at any time.

6.2 Pilot environments may be limited to selected users, merchants, geographies, use cases, devices, technical integrations or transaction types. SkenderPay may impose limits, conditions, eligibility criteria, user caps, merchant caps, usage caps or transaction caps.

6.3 Any Closed-Loop Credits used in a pilot environment are internal, closed-loop, non-redeemable, non-transferable outside the relevant SkenderPay ecosystem and have no cash value unless separate written terms expressly state otherwise.

6.4 Closed-Loop Credits do not represent fiat currency, Digital Assets, deposits, securities, e-money, payment accounts, stored value, claims against SkenderPay, claims against a Partner or any right to redemption in money or Digital Assets, unless separate written terms expressly state otherwise and the relevant arrangement is legally permitted.

6.5 SkenderPay may adjust, reverse, expire, suspend, cancel or limit Closed-Loop Credits where required for technical, operational, legal, compliance, fraud prevention, pilot testing or risk-management reasons.

6.6 You acknowledge that pilot environments may contain bugs, errors, interruptions or incomplete features and should not be relied on for production-critical, financial, legal, tax, operational or business-continuity purposes.

7.1 Some Services may be provided, enabled, processed, settled, hosted, verified, screened or supported by Partners. Partner services may be subject to separate terms, fees, privacy notices, onboarding requirements, eligibility criteria, risk policies and availability restrictions.

7.2 SkenderPay does not control and is not responsible for the acts, omissions, systems, delays, errors, failures, policies, fees, restrictions, decisions or availability of Partners, except to the extent liability cannot be excluded under Applicable Law.

7.3 A link, integration, reference or connection to a Partner or third-party website, wallet, application, decentralised application, payment method, blockchain network or service does not constitute an endorsement, recommendation or guarantee by SkenderPay.

7.4 If you use a Partner service, you are responsible for reviewing and complying with the Partner’s applicable terms, privacy notice, risk disclosures and instructions.

8.1 You must use the Services only for lawful purposes and in accordance with these Terms, Applicable Law, applicable Partner requirements and any instructions or limits communicated by SkenderPay.

8.2 You must not use the Services, directly or indirectly, for fraud, scams, money laundering, terrorist financing, sanctions evasion, tax evasion, cybercrime, ransomware, darknet-market activity, illegal gambling, market manipulation, insider dealing, unauthorised financial services, stolen funds, misappropriated assets, trafficking, exploitation, corruption, bribery or any unlawful activity.

8.3 You must not attempt to circumvent onboarding, verification, sanctions controls, transaction limits, geolocation controls, access controls, security controls, risk controls or technical restrictions.

8.4 You must not use the Services on behalf of an undisclosed third party, nominee, shell entity, front entity, sanctioned person, restricted person or person who would be prohibited from using the Services directly.

8.5 You must not interfere with or disrupt the Services, introduce malware, conduct denial-of-service attacks, scrape without permission, reverse engineer software except where legally permitted, overload infrastructure, attempt unauthorised access, or use automated tools, bots, spiders or similar methods without prior written approval.

8.6 You must not harass, threaten, abuse, defame, impersonate or mislead SkenderPay employees, representatives, Partners, users or third parties.

9.1 SkenderPay may monitor use of the Services and take steps designed to detect and prevent fraud, financial crime, sanctions breaches, abuse, cybersecurity incidents, operational failures, legal breaches and misuse of the Services.

9.2 SkenderPay may request additional information or documentation from you at any time. Failure to provide requested information may result in refusal, suspension, limitation or termination of access.

9.3 SkenderPay may restrict, freeze, reject, delay, reverse, cancel, block, suspend, terminate or report activity where required by Applicable Law, a Partner, a regulator, a court, law enforcement, internal policy, risk assessment or financial crime prevention measures.

9.4 SkenderPay is not required to disclose details of compliance, security, fraud prevention, sanctions, law enforcement or regulatory actions where disclosure would be unlawful, would prejudice an investigation, would expose controls, or would create financial crime, security or operational risk.

9.5 You agree to cooperate with SkenderPay in investigations, inquiries, audits, reviews, remediation steps, technical checks or compliance measures related to your Account, use of the Services or any activity connected with you.

10.1 Certain Services may be subject to fees, charges, network costs, Partner fees, payment-processing costs, currency conversion costs, taxes or other amounts. Applicable fees will be disclosed in the relevant interface, order form, pilot rules, merchant agreement or separate terms where applicable.

10.2 SkenderPay may change fees prospectively. Fee changes will apply from the date communicated or displayed, unless separate written terms provide otherwise.

10.3 Payments, refunds, chargebacks, reversals, settlement timing and failed transactions may depend on Partners, payment methods, banking systems, card schemes, blockchain networks, merchant rules or Applicable Law. SkenderPay does not guarantee that a payment, refund, reversal or settlement can be completed at any particular time.

10.4 You are responsible for determining, reporting, collecting, withholding and paying any taxes, duties, levies or similar amounts arising from your use of the Services, your business activity, your transactions or your receipt of any benefit, unless SkenderPay is legally required to do so.

10.5 Unless expressly stated otherwise, all fees are exclusive of taxes and are non-refundable to the maximum extent permitted by Applicable Law.

11.1 Information, data, product descriptions, market references, token references, blockchain references or other materials made available by SkenderPay are for informational and technical purposes only. They are not investment, financial, legal, tax, accounting, trading or other professional advice.

11.2 SkenderPay does not recommend, endorse, solicit, offer, broker or advise on the purchase, sale, holding, exchange, staking, lending, borrowing or use of any Digital Asset, security, investment product, payment method or financial product.

11.3 Digital Assets may involve significant risks, including price volatility, loss of value, illiquidity, irreversible transactions, loss of private keys, smart contract vulnerabilities, network congestion, forks, protocol changes, bridge failures, oracle failures, stablecoin de-pegging, cyberattacks, fraud, market manipulation and regulatory changes.

11.4 You are solely responsible for evaluating the suitability, legality, tax treatment and risks of any transaction, Digital Asset, payment method, merchant arrangement, Partner service or third-party platform you choose to use.

11.5 You should obtain independent legal, tax, accounting, financial or technical advice where appropriate. SkenderPay is not responsible for decisions you make based on information made available through the Services.

12.1 The Services may be interrupted, delayed, suspended, modified, withdrawn or unavailable for maintenance, upgrades, testing, security, compliance, Partner-related reasons, force majeure events or other operational reasons.

12.2 SkenderPay may modify, suspend or discontinue any part of the Services at any time, including beta features, pilot features, user interfaces, documentation, supported jurisdictions, supported merchants, supported payment methods or Partner integrations.

12.3 SkenderPay will endeavour to provide notice of material changes where reasonably practicable, but we are not required to provide prior notice where immediate action is required for legal, compliance, security, risk, operational or Partner-related reasons.

12.4 SkenderPay does not guarantee uninterrupted availability, error-free operation, compatibility with all devices or systems, completion of any transaction, or continued availability of any beta, pilot or Partner-supported feature.

13.1 SkenderPay and its licensors retain all rights, title and interest in and to the Services, website, software, interfaces, designs, logos, trademarks, trade names, documentation, text, graphics, content, databases, processes, know-how, business names and other intellectual property.

13.2 Subject to these Terms, SkenderPay grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for lawful purposes and only as made available by SkenderPay.

13.3 You must not copy, reproduce, modify, distribute, sell, lease, sublicense, publicly display, create derivative works from, reverse engineer, decompile, disassemble or otherwise exploit any part of the Services, except as expressly permitted by SkenderPay in writing or by mandatory law.

13.4 If you provide feedback, suggestions, ideas or comments about the Services, you grant SkenderPay a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or compensation.

14.1 SkenderPay processes personal data in accordance with its Privacy Notice. The Privacy Notice explains what personal data we collect, why we collect it, how we use it, when we share it, how long we retain it and what rights may apply.

14.2 SkenderPay uses cookies and similar technologies in accordance with its Cookie Notice. You can manage cookie preferences where the website makes a cookie preference tool available.

14.3 Where you provide personal data about another person, including representatives, employees, beneficial owners, shareholders, directors or users, you represent that you are authorised to provide that information and that you have provided any notice or obtained any consent required by Applicable Law.

14.4 Where SkenderPay processes personal data on behalf of a business customer under a separate data processing agreement, that customer is responsible for its own privacy notices, legal bases and data protection obligations.

15.1 The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Law, SkenderPay disclaims all warranties, representations and conditions, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security and error-free operation.

15.2 SkenderPay does not warrant that the Services will meet your requirements, achieve any particular result, be compatible with your systems, remain available, be free from vulnerabilities, be free from malware, or be accepted by any regulator, Partner, merchant, bank, payment service provider or other third party.

15.3 Information made available through the Services may be incomplete, outdated, inaccurate or subject to change. You should independently verify information before relying on it for business, financial, legal, tax, technical or operational decisions.

15.4 Nothing in these Terms excludes or limits any warranty, right or liability that cannot be excluded or limited under Applicable Law.

16.1 To the maximum extent permitted by Applicable Law, SkenderPay and its affiliates, directors, officers, employees, contractors, representatives, licensors, service providers and Partners will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, loss of use, business interruption, reputational harm, loss of Digital Assets, loss caused by third parties, or costs of substitute services.

16.2 To the maximum extent permitted by Applicable Law, SkenderPay’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of USD 100 or the total fees you paid directly to SkenderPay for the relevant Services during the three months preceding the event giving rise to the claim.

16.3 The limitation in clause 16.2 does not apply to liability that cannot be limited under Applicable Law, including liability for fraud, intentional misconduct, death or personal injury caused by negligence, or other non-excludable statutory liability.

16.4 The limitations of liability apply regardless of the legal theory, whether based on contract, tort, negligence, strict liability, statute, equity or otherwise, and even if SkenderPay has been advised of the possibility of such damages.

17.1 To the maximum extent permitted by Applicable Law, you agree to indemnify and hold harmless SkenderPay and its affiliates, directors, officers, employees, contractors, representatives, licensors, service providers and Partners from and against any claims, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to:

(a) your access to or use of the Services;

(b) your breach of these Terms or any additional terms;

(c) your violation of Applicable Law or third-party rights;

(d) your fraud, negligence, wilful misconduct, misrepresentation or unlawful activity;

(e) information, documents, instructions, wallet addresses, payment details or other materials you provide;

(f) your business, customers, representatives, beneficial owners, transactions, merchants, disputes, taxes or regulatory obligations.

17.2 SkenderPay may control the defence and settlement of any matter subject to indemnification. You agree to cooperate with SkenderPay and not to settle any matter in a way that imposes obligations on SkenderPay without SkenderPay’s prior written consent.

18.1 You may stop using the Services at any time. If account closure functionality is available, you may request closure of your Account subject to any outstanding obligations, legal retention requirements, compliance checks, disputes, investigations or technical limitations.

18.2 SkenderPay may suspend, restrict, terminate or refuse access to any Account or Service at any time where permitted by Applicable Law, including where SkenderPay reasonably believes that you have breached these Terms, created risk, provided inaccurate information, failed verification, engaged in suspicious activity, violated Applicable Law, or caused legal, compliance, security, operational, financial crime, reputational or Partner-related concerns.

18.3 On termination, your right to access and use the Services ends immediately. Clauses that by their nature should survive termination will survive, including clauses on regulatory perimeter, user obligations, prohibited activities, compliance actions, fees, taxes, intellectual property, privacy, disclaimers, limitation of liability, indemnification, governing law and dispute resolution.

19.1 SkenderPay may update these Terms from time to time. We will indicate the effective date of the current version and may provide additional notice where reasonably practicable or required by Applicable Law.

19.2 Updated Terms will apply from the effective date stated in the updated version. If you continue to access or use the Services after updated Terms take effect, you agree to the updated Terms.

19.3 If you do not agree to updated Terms, you must stop using the Services. Certain material changes may require renewed acceptance where required by Applicable Law or by SkenderPay’s internal policy.

20.1 These Terms and any dispute, claim or controversy arising out of or relating to them or the Services are governed by the laws of the State of Arizona, United States, without regard to conflict-of-law rules.

20.2 Subject to any mandatory consumer protection rights or mandatory jurisdiction rules that may apply, the state and federal courts located in Arizona will have exclusive jurisdiction over any dispute, claim or controversy arising out of or relating to these Terms or the Services.

20.3 Before commencing formal proceedings, each party will use reasonable efforts to resolve disputes in good faith by contacting the other party and providing a reasonable description of the dispute, the relief sought and relevant supporting information.

20.4 Nothing in this clause prevents SkenderPay from seeking injunctive, equitable or urgent relief in any competent court to protect intellectual property, confidential information, security, systems, users, Partners, regulatory interests or the integrity of the Services.

21.1 Notices to SkenderPay under these Terms must be sent in writing to legal@skenderpay.com and to SkenderPay LLC at [insert registered / principal business address], unless another notice method is required by Applicable Law or specified in separate written terms.

21.2 Operational, support or account-related communications may be sent to support@skenderpay.com or through any support channel made available by SkenderPay.

21.3 SkenderPay may provide notices to you by email, through the Services, through your Account, by website notice or by other reasonable means. You are responsible for keeping your contact details accurate and current.

21.4 All notices and communications under these Terms must be in English unless SkenderPay expressly agrees otherwise or Applicable Law requires otherwise.

22.1 These Terms, together with any additional terms, Privacy Notice, Cookie Notice and terms incorporated by reference, constitute the entire agreement between you and SkenderPay regarding their subject matter and supersede prior or contemporaneous understandings regarding that subject matter.

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

22.3 SkenderPay’s failure to enforce any provision is not a waiver of that provision or any other provision. Any waiver must be in writing and signed by SkenderPay.

22.4 You may not assign or transfer these Terms or your rights or obligations without SkenderPay’s prior written consent. SkenderPay may assign or transfer these Terms in connection with a merger, acquisition, reorganisation, sale of assets, financing, corporate restructuring or by operation of law.

22.5 SkenderPay is not liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, cyber incidents, telecommunications failures, internet failures, blockchain network issues, market disruptions, regulatory action, government action, Partner failure or infrastructure failure.

22.6 No person other than you and SkenderPay has any right to enforce these Terms, except that SkenderPay’s affiliates, directors, officers, employees, contractors, representatives, licensors, service providers and Partners may rely on protections, limitations and indemnities intended to benefit them.