INTRODUCTION

BalamPay is an Application Programming Interface (“API”) that connects you to licensed payment partners’ mobile applications (“Partner Applications”) and lets you send funds with lightning speed. It works by allowing you to load funds quickly and easily into the Partner Application through purchasing fxUSD, a U.S. dollar-pegged digital asset previously issued by MoveMoney (“Digital Assets”), and the use of a secure self-custody wallet built on the blockchain that you control (your “Account”). You can then use fxUSD to send funds to other approved users in the network of our Partner Applications.

BalamPay is offered by Mayan Jaguar Operations LLC d/b/a Balam, a Delaware limited liability company (“BalamPay”, “we”, “our”, “us”). We partner with Bridge Financial Technologies, Inc. (“Bridge”), a regulated financial technology platform that works with licensed money transmitter partners and financial institutions to facilitate payments. Bridge and its licensed partners are responsible for compliance with applicable money transmission laws and regulations. Astra Finance, Inc. (“Astra”) provides ACH and payment-processing services under its own agreements and regulatory oversight. BalamPay acts solely as a technology interface enabling customer access to these regulated services.

We offer services only in the U.S. jurisdictions in which our licensed partners hold money transmitter licenses and therefore, we are not able to offer services to residents of certain U.S. states. You can find those licenses and/or jurisdictions listed on Bridge’s website at https://www.bridge.xyz/legal or upon request. We retain sole discretion to offer the Services to you or to discontinue your access to the same.

By using the Services provided by BalamPay you agree to know and accept the terms and conditions of Bridge and Astra, which are incorporated by reference into these Terms.

GLOSSARY

Account / Wallet: Unique self-custody cryptocurrency wallet built on the Solana blockchain linked specifically to the User’s phone

Blockchain: A set of decentralized or distributed technologies that are not developed, operated, or updated by us and that, consequently, may suffer modifications, forks (soft or hard forks), failures, or interruptions of service, long transactional processing times, or other issues beyond BalamPay’s control

Digital Assets: Representation of value electronically registered and used among the public as a means of payment for all types of legal acts and whose transfer can only be carried out through electronic means

Fiat: Money made legal tender by a government decree

Partners: Financial institutions that integrate their applications to the Balam API to enable the provision of services, including Bridge and Astra

fxUSD: Digital Asset originally issued by MoveMoney that operates on the Solana blockchain

Services: Application Programming Interface that connects the user with Partners’ mobile applications to enable the sending of funds using Digital Assets

Supported Jurisdictions: Jurisdictions where Partners hold money transmitter licenses and where the Services can be provided

Wallet Assets: Digital Assets held in your Account

Wallet Provider: Web3Auth

WHAT IS THIS DOCUMENT?

These are the Terms of Use (the “Terms”) that govern the use of the BalamPay website, mobile application, and other products and services offered by us (the “Services”). These Terms, together with our Privacy Policy and all supplemental terms (as amended from time to time), other documents, agreements, and policies that are expressly referenced in these Terms, govern your use of the Services. These Terms apply to all users of the Services.

Please read these Terms carefully. These Terms form a legally binding contract between you and us. By clicking on the “accept” button during sign-up, using any Services in any way, or merely accessing the website, you agree to be bound by these Terms as well as any other applicable terms and conditions or agreements you enter into with us regarding your use of any portion of the Services. If you do not agree to these Terms, you cannot use the Services.

CHANGES TO THESE TERMS

We may change these Terms for any reason, including but not limited to reflect: (a) changes in applicable laws; (b) regulatory or security requirements; (c) relevant guidance or codes of practice; (d) technical alterations to the Services; and/or (e) improvements for clarity and consistency.

Please check these Terms frequently. If changes are made to these Terms, we will update the date listed for “Last Updated” at the top of these Terms. We will treat your continued use of the Services as acceptance of any changes made to the Terms from the previous version. If you do not agree with the changes, you should stop using the Services.

ARBITRATION NOTICE

In most cases if there is a dispute between us, it will be arbitrated. Additional details are below in the “MANDATORY ARBITRATION” Section.

ELIGIBILITY

The Services are intended only for access and use by individuals at least eighteen (18) years old (or the age of majority in the applicable user’s jurisdiction). By accessing or using any of the Services, you represent and warrant that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction) with the full authority, right, and capacity to enter into this agreement.

The Services are intended only for use in jurisdictions where such use would comply with all applicable laws, rules, and regulations. You may not use the Services in, or otherwise with respect to, any location or jurisdiction where it is prohibited by applicable laws, rules, and/or regulations. We make no representation that the Services are appropriate or available for use in any specific jurisdictions. Access to the Services from countries or territories or by individuals where such access is illegal is expressly prohibited.

SUPPORTED JURISDICTIONS

Only users in the specific jurisdictions listed below can buy and sell Digital Assets through BalamPay; these jurisdictions are those in which our Partners hold money transmitter licenses. Currently, only users located in the following U.S. states (and districts) can purchase Digital Assets from our partners through BalamPay: Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, New Hampshire, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, South Carolina, South Dakota, Virginia, Utah, West Virginia, Wisconsin, and Wyoming. We will update this list when the Services become available in additional states.

Currently, users can sell Digital Assets to our local partners for fiat money only in the foregoing countries: Brazil, Colombia, Chile, Mexico, and Peru.

We may change or add licensed partners or payment processors without prior notice to ensure continuity of service or compliance with licensing requirements.

REVERSE SOLICITATION

BalamPay makes the necessary efforts to limit access and provision of services to those Users whose IP is in one of the Supported Jurisdictions.

Notwithstanding the foregoing, in the event that any person manages to access the services provided by BalamPay and is located outside the Supported Jurisdictions where an authorization or license from the government is necessary for the provision of the services offered by BalamPay, these will be understood to be provided on the own initiative, exclusive and express consent of the User; on the understanding that BalamPay does not carry out any type of promotion or advertising on the services or activities it offers, including media, press releases, Internet advertising, brochures, telephone calls, or face-to-face meetings, etc.

OVERVIEW: HOW DOES BALAMPAY WORK?

BalamPay is an API connecting you to browser-based mobile applications that use blockchain technology to allow users to send funds, with lightning speed, to others in our partners’ network.

We work by leveraging blockchain technology. When you sign up for BalamPay, we create an Account for you, which is a unique self-custody wallet. By adding funds to your Account, you are buying Digital Assets issued by Bridge and its licensed partners. You control your Account and your Wallet Assets through your mobile or desktop device, which works like your private key. You can then use BalamPay to send your Wallet Assets to anyone who has joined the Bridge and Astra network either through BalamPay or directly and sell your Wallet Assets in local currencies of foreign Supported Jurisdictions.

We rely on a host of software and other partners, including licensed financial institutions (collectively, the “Partners”). Use of the Services may require you to adopt or accept certain Partners’ terms and conditions or to enter into a separate agreement with those Partners. BalamPay is not a party to those third-party terms or agreements. However, failure to accept those terms or agreements may prevent you from accessing or utilizing the Services.

In summary:

BalamPay is a technology service (Application Programming Interface) that connects the user with Partners’ mobile applications that help users create and secure their own self-custody cryptocurrency wallet, built on the Solana blockchain, in order to enable the sending of funds using Digital Assets.

When you deposit funds, you are purchasing Digital Assets issued by Bridge and/or its licensed partners.

We are not a custodian. We do not hold your funds. You are in control of the Digital Assets that you purchase through Bridge or its partners.

You have full ownership and control over the Account we provide you and the Wallet Assets within it.

You can send and receive fiat funds to (and from) other users of BalamPay and/or the Bridge network via ACH, Wire, and SPEI methods, thanks to the arrangements which Astra and Bridge have with banking institutions in Supported Jurisdictions.

You can only send (and receive) Wallet Assets to (and from) other users of the BalamPay and/or Bridge network.

Recipients of Digital Assets can sell them back to Bridge through us or directly, or to other companies, via in-country payment providers.

BALAMPAY IS NOT A FINANCIAL INSTITUTION, MONEY TRANSMITTER OR BANK

BalamPay is not a financial institution. BalamPay is not a money transmitter and does not provide money transmitting services. BalamPay is not a bank or similar financial institution. BalamPay is not a custodian of your fiat funds. We provide an API to a money-transmitting network operated by Bridge and Astra, our main functions being connecting customers to licensed partners through the BalamPay API, and collecting information about potential customers for Bridge, Astra, and their due diligence processors.

Bridge Financial Technologies, Inc. and its licensed partners hold money transmitter licenses in applicable U.S. jurisdictions and are registered with the Financial Crimes Enforcement Network (FinCEN). Transactions processed via Astra Finance, Inc. are subject to ACH and payment-network rules. BalamPay does not itself hold money transmitter licenses and provides technology and onboarding support only.

SIGNING UP FOR BALAMPAY

KYC and Onboarding

To help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including money services businesses and banks, to obtain, verify, and record information that identifies every customer. In order to use the Services, therefore, you must first go through our customer onboarding process and be approved to use the Services (“KYC Verification”). We will perform KYC Verification either ourselves or through a third-party service provider, which will include collecting and verifying identification and ownership information and documents provided by you. As part of our KYC Verification we may ask you for your name, phone number, address, date of birth, and other personally identifying information, such as your social security number (SSN), an alternative government-issued identification number, an Employer Identification Number (EIN), a copy of a government-issued photo identification card, and/or a copy of an alternative photo identification card, to identify you. We may also ask to see other identifying documents, including, but not limited to, business or source of funds-related documents.

When you create an Account with us, you represent and warrant that the information you provide to us is accurate, complete, and current at all times. You are prohibited from attempting to register for multiple accounts; each user is allowed only one account. Accessing the Services via a virtual private network or “VPN” to obscure your location is prohibited. Attempting to evade KYC Verification in any way, or otherwise providing inaccurate, incomplete, or obsolete information may result in the immediate and permanent termination of your Account.

We have further outlined the data and information which may be collected as part of this KYC Verification in our Privacy Policy. You acknowledge and agree that we may use the information and documents collected as part of the KYC Verification to work with third parties as necessary to verify your identity and to determine that you are eligible to use the Services.

Information collected during onboarding may be shared with Bridge, Astra, and their regulated financial partners for compliance screening, transaction monitoring, and regulatory reporting purposes, consistent with the Bank Secrecy Act (31 C.F.R. § 1010) and other applicable laws.

CREATING AN ACCOUNT

Upon approving you to use the Services, we will create an Account for you, a secure self-custody wallet linked specifically to you and your phone. Each user may register only one Account. To create an Account, you must provide a mobile phone number that you regularly use and intend to use regularly. You may not create an Account with a landline phone number or Google Voice number. The Account will have the ability to store certain Digital Assets. We assume no responsibility in connection with any attempt to store or use digital currencies that our Services do not support.

Self-custody wallets work by generating and storing “private keys” that allow you to securely store your Wallet Assets. Each private key corresponds to a public key. A public key is also referred to as a wallet address. The public and private keys are used together to transact on the blockchain. This public-private key pair is unique. All components used to generate keys are personal to you and you only. The private key is used on your device while you are logged in to BalamPay. You always maintain control of the ownership and access to the keys, as it is linked to your mobile phone number.

User Directory

Once an Account is created, registered users will be listed in the directory and can be searched for through our search function. If you do not want to be listed in the directory, you may contact us at help@balampay.com to request your removal from the directory.

Contact Information

You are responsible for keeping your contact details such as your email address and phone number up to date. This will help you receive any notices or alerts that we may send to you and assist other BalamPay, Bridge, and Astra Account holders in finding you quickly in the User Directory (if you choose to allow that access).

Account Security

You agree to keep your private key safe at all times and not to disclose it to any other person. You are fully responsible for all activities on your Account (including the activities of all persons who use your mobile device to gain access to your Account) and for complying with any licenses granted in these Terms. You are expressly prohibited from allowing anyone else to use your Account. We may immediately suspend or terminate your Account if someone else uses it.

To help ensure the security of your Account, you must keep your computer and/or mobile device (as applicable) secure and free of viruses and other malicious code including trojan horses, worms, time bombs, malware, and spyware.

If you become aware of any breach of security, unauthorized use of your Account, or if you believe you have lost the device upon which the Services are installed or accessible, you should immediately contact us at help@balampay.com. You will remain responsible for your Account until you have notified us.

ADDING FUNDS TO YOUR ACCOUNT AND PURCHASING DIGITAL ASSETS

After you successfully create your Account, you can fund it by following the instructions in our browser-based mobile application. The initial funding options will allow you to purchase Digital Assets with cash at one of our partner locations or via Visa or Mastercard debit card. For cash purchases at one of our partner locations, the mobile application will identify nearby location options for you through access to your mobile’s location services. ALL CONFIRMED PURCHASES ARE FINAL; NO REFUNDS, EXCEPT AS REQUIRED BY LAW.

Any balance in your Account represents your ownership of the amount of each type of Digital Assets shown. When you view your Account balance, we will show you the amount of each Digital Asset that you hold.

Your Account and the related wallet allow you to store your Digital Assets. The wallet is provided by Web3Auth, our third-party service provider (the “Wallet Provider”). That wallet is a “self-custodial” wallet. You hold the assembled private keys that control the Digital Assets purchased, not BalamPay or the Wallet Provider. You — and you alone — have access to and control over the wallet. Accordingly, if you lose the access credentials needed to access your wallet or the Digital Assets contained within, that is not BalamPay’s or the Wallet Provider’s responsibility or fault.

Unlike a bank account or other centralized financial services, BalamPay does not store or memorialize account activity in account statements. You are responsible for tracking the contents of your wallet and all transactions, including managing tax treatment. Aspects of purchase and sale transactions are recorded on the public blockchain that underlies the respective tokens, but we do not administer or control that blockchain.

You expressly acknowledge and agree that your Account is a self-custody wallet and that you are solely responsible for safeguarding, protecting, and using the wallet. Likewise, you own and control all Digital Assets held in your Account (“Wallet Assets”). As the owner of your Wallet Assets, you bear all risk of loss; we will have no liability for any fluctuations or loss associated with your use of our Services.

TRANSFERS

You may transfer Wallet Assets to another user at your initiation or in response to a user’s request for funds. You also have the ability to request funds from another Account holder. You understand and acknowledge that Account holders to whom you send requests may reject or ignore your request. We do not guarantee that you will receive funds from other users by sending a request, or that you will receive the amount that you request.

Since the Account is a self-custody wallet, only you have the authority to initiate transfers from your Account. To initiate and complete transfers via our Services, both you and the recipient must be Account holders within the Bridge and Astra network, either through BalamPay or directly.

If the recipient does not have an Account, you may initiate a transfer to the recipient by directing the transfer to their phone number. The recipient will then receive an SMS notification of the transfer, which becomes available upon completion of two-factor authentication, acceptance of these Terms, and completion of KYC Verification. Transfers from your Account are prohibited to recipients outside of the Services.

Transfers are final. You cannot cancel, reverse, or change any transfer marked as complete or pending. If your transfer is not successful or if you have insufficient Wallet Assets, you authorize us, in our sole discretion, to cancel the transfer. You are responsible for maintaining an adequate balance in order to avoid non-sufficient funds.

You are prohibited from transferring Wallet Assets to cryptocurrency wallets outside of those issued by Bridge or Astra (or those payment service providers affiliated with BalamPay). You are prohibited from using your BalamPay Account to receive assets from a wallet that is not registered with BalamPay, Bridge, or Astra.

SELLING DIGITAL ASSETS IN SUPPORTED JURISDICTIONS

Our users can sell Digital Assets through BalamPay to Bridge or its local partners only in the Supported Jurisdictions. A list of supported jurisdictions is available on our website. The process for a recipient to sell Digital Assets in each Supported Jurisdiction may vary. To take advantage of this functionality, users must connect their Account to a local bank account via the BalamPay app or connect to a local payments partner who will purchase tokens from the user in local currency.

Users are permitted only to connect bank accounts that they own and control and which are based in Supported Jurisdictions. A user is prohibited from connecting to a bank account owned or controlled by another person. Users are required to certify that they own and control all bank accounts they connect to BalamPay or its partners.

BalamPay does not guarantee that Bridge or its partners will purchase or redeem tokens in any Supported Jurisdiction, and we do not guarantee the availability of local partners to buy tokens. In jurisdictions where local payouts are provided, we do not guarantee the time it will take for Bridge or a local partner to process a transaction, and users should plan for a default 3-5 day processing time.

For all user sales of Digital Assets to Bridge or Astra, we will provide current pricing information for the chosen local currency. You may then accept the displayed pricing and choose to proceed with the sale, or you may cancel. We do not guarantee any particular exchange rate, and fees may apply.

FEES AND PRICING

Our current pricing information may be viewed through the mobile application. Any pricing information is subject to change at any time and, as such, any pricing information provided is for informational purposes only.

By using the Services, you agree to pay all applicable fees, including but not limited to transfer fees. We reserve the right to adjust our pricing and fees and any applicable waivers at any time. Fees are non-refundable unless otherwise specifically provided for in these Terms.

You are solely responsible for your use of the Services, including reporting and paying any taxes that may apply. We are not responsible for determining whether any taxes apply to your transactions or for collecting or remitting such taxes.

COMPLIANCE COOPERATION AND RECORDKEEPING

Subscriber shall cooperate with BalamPay’s and Bridge’s compliance and risk management functions, including furnishing documents and data reasonably requested to satisfy ongoing AML, sanctions, and regulatory requirements. BalamPay or Bridge may suspend or limit access to the Platform if Subscriber fails to provide required information or presents elevated risk.

BalamPay, Bridge, and Astra each agree to maintain all records relating to user onboarding, KYC verification, and transactions for not less than five (5) years after the date of each transaction, in accordance with applicable law.

COMPLAINT HANDLING

For any questions or complaints regarding the Services, please contact help@balampay.com. For complaints about transactions processed by regulated partners, you may also contact Bridge Financial Technologies, Inc. at compliance@bridge.xyz. Bridge will respond to complaints relating to regulated activity in accordance with applicable money transmitter laws.

USE OF YOUR PERSONAL INFORMATION

We will use your personal data as set out in our Privacy Policy. Personal data may be stored and processed in the United States or other jurisdictions where our partners operate. We retain records for at least five (5) years to satisfy AML and recordkeeping requirements.

GOVERNING LAW AND ARBITRATION

These Terms are governed by the laws of the State of Delaware. You and we both agree to the exclusive jurisdiction and venue of the state and federal courts in Delaware and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to use of the Services.

If a dispute or problem arises, users should first contact us via email at help@balampay.com. If we cannot resolve the dispute, you consent to binding arbitration. BY USING THE SERVICES, YOU WAIVE THE RIGHT TO A JURY TRIAL. Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules as modified by these Terms.

GENERAL

These Terms and any document incorporated by reference (including the terms of service of Bridge and Astra) constitute the entire agreement between the parties with respect to its subject matter and supersede any previous terms between the parties in relation to such matters.

Unless expressly authorized by BalamPay, these Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

If we fail to enforce any provision of these Terms, that failure will not preclude us from enforcing that provision or any similar provision later. If any provision of these Terms is found by a court to be invalid or unenforceable, the remainder will remain in full force and effect. We may transfer all or part of our rights or duties under these Terms provided we take reasonable steps to ensure that your rights are not prejudiced.

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