TERMS OF SERVICE AND LIABILITY DISCLAIMER

1. ACCEPTANCE OF TERMS AND CONDITIONS
By accessing, registering for, or utilizing the services (collectively, the "Services") provided by UPAYEX ("Company," "we," "us," or "our"), you ("User," "you," or "your") acknowledge that you have read, understood, and irrevocably agree to be legally bound by these Terms of Service ("Terms" or "Agreement"). If you do not unconditionally accept these Terms in their entirety, you are expressly prohibited from using the Services and must discontinue all access immediately. Your continued use of the Services constitutes ongoing acceptance of these Terms and any subsequent modifications thereto.

2. SERVICE DESCRIPTION AND NATURE OF OFFERINGS
The Services facilitate the issuance of proprietary prepaid payment instruments, the redemption of third-party gift cards and vouchers, and the procurement of digital gaming credits and assets. All prepaid instruments, credits, or vouchers issued or processed through the Service (collectively, "Digital Instruments") are strictly non-transferable, non-assignable, and may only be utilized by the registered account holder who originally procured such instruments. These Digital Instruments constitute a limited license for personal use, are not property, and may not be redeemed for cash, monetary value, or transferred to any third party. Any attempt to transfer, sell, assign, pledge, or otherwise alienate these instruments to another individual or entity constitutes a material breach of this Agreement and will result in the immediate and permanent invalidation of said instruments without refund or compensation. The Services are currently offered in a beta testing phase and are subject to modification, suspension, limitation, or termination at the Company's sole and absolute discretion, without prior notice or liability. Any balances, credits, points, or funds held within the User's account do not constitute legal tender, stored value, deposit liabilities, or any form of real-world currency, and hold no monetary value outside the designated platform ecosystem.

2.1. PREPAID PAYMENT CARD PROGRAM SPECIFICATIONS AND GOVERNING TERMS
The Company offers a prepaid payment card program ("Card Services") subject to the following specifications, limitations, and fees. By utilizing the Card Services, the User expressly consents to and agrees to be bound by these additional terms: (a) A minimum initial funding requirement of twenty United States dollars (USD $20.00) is mandatory for card activation and issuance; (b) Card issuance is limited to ten (10) unique cards per verified User account at no additional charge during the standard issuance period; (c) Any card issuance requests beyond this pre-established limit shall incur a non-refundable processing and issuance fee of ten United States dollars (USD $10.00) per additional card; (d) The Card Services shall incur the following fee structure: a top-up and loading fee of zero percent (0%), a per-transaction payment processing fee of zero percent (0%), and a balance withdrawal and repatriation fee of zero percent (0%). The Company reserves the right to modify this fee structure upon thirty (30) days prior written or in-platform notice; (e) The Card Services are engineered and licensed for global digital commerce and are accepted for a wide array of online merchant transactions, subject to individual merchant acceptance policies; (f) All card balances remain as ledger entries within the User's UPAYEX master account and are fully redeemable by the User upon formal card closure, subject to platform stability and verification checks; (g) Access to, and the lawful utilization of, Card Services is strictly restricted to Users with verified identities and accounts physically located within the following countries: United States of America, United Kingdom, Singapore, Indonesia, Philippines, and Vietnam. Any access from, or attribution to, a non-approved jurisdiction is strictly prohibited.

2.2. THIRD-PARTY GIFT CARD AND VOUCHER REDEMPTION SPECIFICATIONS
The Company facilitates the redemption of gift cards, vouchers, and stored value instruments ("Redemption Services") issued by authorized third-party retailers and merchants. Redemption Services are subject to the following specific terms, conditions, and limitations: (a) The Company currently assesses a service and processing fee of zero percent (0%) for the validation and redemption of qualifying third-party instruments. This fee is subject to change at the Company's discretion; (b) Funds successfully redeemed and validated through the Redemption Services shall be credited as available balance to the User's primary UPAYEX account ledger; (c) The subsequent withdrawal or transfer of such redeemed funds to an external financial institution, fiat currency account, or designated cryptocurrency wallet shall incur a standard processing and network fee of three percent (3%) of the total withdrawal amount; (d) As an alternative to withdrawal, Users may allocate redeemed funds toward the procurement of other eligible digital instruments or toward funding their prepaid payment card balances, in which case the standard withdrawal fee of three percent (3%) shall not apply; (e) The redemption protocol requires Users to: (i) accurately select the applicable issuing retailer or merchant from the provided platform list, (ii) submit the complete, valid, and unexpired gift card or voucher code, and (iii) await validation confirmation before the corresponding value is posted as an available account credit.

3. THIRD-PARTY DISCLAIMER AND INTELLECTUAL PROPERTY RIGHTS
The Company is not a bank, credit union, money transmitter, money services business, or a licensed financial institution as defined by the laws and regulations of the United States or any other jurisdiction. Funds held within the User's UPAYEX account are not insured by any other deposit protection scheme, government guarantee, or similar safeguard in any jurisdiction. The Company does not offer, and nothing contained within these Terms, the platform, or any associated communication shall constitute, legal, tax, financial, regulatory, or investment advice of any kind. Users are solely and exclusively responsible for conducting their own due diligence and for ensuring their registration for and use of the Service complies with all relevant local, state, national, and international laws, statutes, regulations, ordinances, and tax obligations applicable within their jurisdiction of residence, citizenship, and operation.

4. USER VERIFICATION, COMPLIANCE OBLIGATIONS, AND REPRESENTATIONS
As a fundamental and non-negotiable condition of accessing, registering for, and utilizing the Services, you hereby represent, warrant, and covenant that you shall: (a) Provide, maintain, and update accurate, current, complete, and truthful registration information, including legal name, date of birth, and contact details; (b) Successfully complete and pass all identity verification, "Know Your Customer" (KYC), and anti-fraud procedures as mandated and implemented by the Company from time to time; (c) Validate and maintain active control over the mobile telephone number associated with the account for the purposes of multi-factor authentication and security communications. Failure to satisfy these ongoing requirements in their entirety, or the provision of false, misleading, or incomplete information, may result in the immediate suspension, restriction, or permanent termination of the User's account, associated sub-accounts, and all Digital Instruments therein, without prior notice and without any right to a refund, credit, or appeal. The User bears the full and sole responsibility for maintaining the confidentiality of their account credentials and for all activities conducted under their account.

5. PROHIBITED CONDUCT, ENFORCEMENT ACTIONS, AND CIVIL PENALTIES
The Company reserves the unilateral, absolute, and incontestable right to permanently terminate User accounts, forfeit all associated balances, and pursue all available legal and equitable remedies without refund or recourse if it determines, in its sole and reasonable discretion, that the User has engaged in, attempted to engage in, or facilitated any of the following strictly prohibited activities. Such activities constitute a fundamental breach of this Agreement and may give rise to claims for damages, injunctive relief, and the reporting of suspected illegal activity to relevant law enforcement and regulatory authorities:
- Utilization of anonymization, obfuscation, or location-spoofing tools, including but not limited to Virtual Private Networks (VPNs), proxy servers, the Tor network, or any service or method designed to conceal the User's true IP address or geographical location.
- Falsification, manipulation, or misrepresentation of geolocation data, residential address, or any attempt to circumvent regional, jurisdictional, or merchant-based restrictions imposed by the Company or its partners.
- Submission, presentation, or attempted redemption of fraudulent, counterfeit, stolen, unauthorized, expired, or otherwise invalid payment instruments, including but not limited to gift cards, credit cards, debit cards, or bank account details. This includes instruments not lawfully owned by the User.
- Impersonation, identity theft, identity misrepresentation, or the use of another individual's or entity's personal information, financial information, credentials, or likeness without express legal authorization. This includes, but is not limited to, using another person's name, government-issued identification, or financial instruments to register or transact.
- Any activity that violates applicable export control laws, economic sanctions programs, anti-money laundering (AML) statutes, or the laws of the User's jurisdiction.

ENFORCEMENT AND PENALTIES: Upon detection or reasonable suspicion of any prohibited conduct, the Company shall impose the following penalties immediately and without prior warning: (i) Immediate and permanent suspension of the User's account and all associated sub-accounts; (ii) Forfeiture of the entire account balance, including all funds, Digital Instruments, and credits, without compensation or right of recovery; (iii) Permanent blacklisting of the User's identity, device fingerprints, and payment methods from all future use of the Services; (iv) Pursuit of civil legal action to recover damages, legal fees, and investigative costs incurred by the Company; and (v) Referral of the User's information and transaction details to appropriate law enforcement agencies, financial intelligence units, and third-party fraud prevention networks.

6. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, the Company, its parents, subsidiaries, affiliates, directors, officers, employees, agents, partners, licensors, and successors expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and warranties arising from course of dealing or usage of trade. The Services and all related software, networks, and infrastructure are provided on an "as is" and "as available" basis without any guarantee of uninterrupted, timely, secure, error-free, or virus-free operation, and without warranty regarding the accuracy, reliability, or completeness of any content.

In no event shall the Company, its affiliates, or their respective licensors, service providers, employees, agents, officers, or directors be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, arising out of or in connection with: (i) The User's access to, use of, or inability to access or use the Services; (ii) The loss of funds, data, or assets due to service interruptions, unauthorized access, cyber-attacks, system failures, bugs, or vulnerabilities; (iii) User misuse, mishandling, or misredemption of prepaid cards, gift codes, or other Digital Instruments; (iv) The acts, omissions, failures, or policies of third-party providers, including but not limited to payment processors, banks, card networks, retailers, telecommunication carriers, or financial institutions; (v) Any delay or failure in performance resulting from causes beyond the Company's reasonable control. This limitation of liability applies regardless of the legal theory upon which the damages are claimed and even if the Company has been advised of the possibility of such damages.

7. FINANCIAL, REGULATORY, AND LEGAL DISCLAIMERS
The Company reiterates that it does not function as, and shall not be construed as, a bank, money transmitter, trust company, or regulated financial institution under the laws of the United States or any other jurisdiction. No funds, credits, or assets held within the User's UPAYEX account balance are insured, guaranteed, underwritten, or otherwise protected by any governmental or private insurance scheme, including deposit insurance. The fluctuation, loss, or unavailability of funds due to system failure, fraud, insolvency, or regulatory action is a risk borne solely by the User. The Company does not provide legal, tax, regulatory, accounting, or investment advice. Users are solely and exclusively responsible for consulting with their own legal, tax, and financial advisors to ensure their use of the Service complies with all applicable laws, reporting requirements, and tax obligations, including but not limited to income, capital gains, and value-added taxes in their relevant jurisdictions.

8. MODIFICATION OF TERMS, SERVICE CHANGES, AND NOTICE
The Company reserves the unilateral, non-negotiable, and absolute right to amend, modify, supplement, update, or replace these Terms, the fee structure, the available Services, and any associated policies at any time, for any reason, and at its sole discretion. Such modifications shall become effective immediately upon posting the revised Terms on the official Company platform or website, or upon provision of notice to the User via the registered email address or in-account notification. The User's continued access to or use of the Services following the effective date of such modifications constitutes their binding, explicit, and irrevocable acceptance of the revised Terms in their entirety. It is the User's sole responsibility to review the Terms periodically for any changes.

9. DISPUTE RESOLUTION, GOVERNING LAW, AND VENUE
Any disputes, controversies, or claims arising out of or relating to these Terms, the Services, or the User's relationship with the Company shall be resolved exclusively through an initial, mandatory individual inquiry and escalation process with the Company's service support department. If a resolution is not reached through this internal process, the parties agree that any legal action or proceeding shall be governed by and construed in accordance with the laws of [Insert Governing Jurisdiction, e.g., the State of Delaware], without regard to its conflict of law principles. The User and the Company irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located within [Insert County and State, e.g., New Castle County, Delaware] for any such legal action.

BY PROCEEDING WITH ACCOUNT REGISTRATION, FUNDING, OR SERVICE UTILIZATION, YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE CAREFULLY REVIEWED, FULLY UNDERSTOOD, AND UNCONDITIONALLY AGREED TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY, INCLUDING ALL LIMITATIONS OF LIABILITY, DISCLAIMERS, PROHIBITED CONDUCT PENALTIES, AND MANDATORY DISPUTE RESOLUTION PROVISIONS. YOU FURTHER ACKNOWLEDGE THAT YOU ARE OF LEGAL AGE AND CAPACITY IN YOUR JURISDICTION TO ENTER INTO THIS BINDING AGREEMENT.