These Terms of Service ("Terms") are entered into between MoonPay Digital Assets Limited, a company incorporated in the British Virgin Islands ("Issuer", "we", "us", "our"), and each Eligible Counterparty that has been accepted by us to access or use the Services ("you", "your").
For the purposes of these Terms, "Services" mean the functionality we make available that allows Eligible Counterparties to request the minting and redemption of PYUSDx, solely as described in these Terms and strictly on a contractual, non-custodial basis.
Only Eligible Counterparties accepted by us may access or use the Services. Persons who acquire, hold or otherwise interact with PYUSDx through, from or in connection with an Eligible Counterparty’s Counterparty Activities are not, by reason only of doing so, parties to these Terms and have no right to access the Services or request minting or redemption directly from us.
By accessing or using the Services, you acknowledge and agree that you have read, understood, and accept these Terms. Your use of the Services is governed exclusively by these Terms; and if you do not agree, you must not access or use the Services.
To the extent there is a conflict between these Terms and other terms and conditions of MoonPay which may be applicable to you and available at https://www.moonpay.com/legal (collectively, the "MoonPay Terms and Conditions"), these Terms shall govern and control with respect to the Services. For the avoidance of doubt, the Services constitute an addendum or supplement to your applicable MoonPay Terms and Conditions and form part of your agreement with us.
PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND THE ISSUER. AMONG OTHER THINGS, THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US MUST BE RESOLVED BY BINDING AND FINAL ARBITRATION. THESE TERMS ALSO CONTAIN A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY.
2. Definitions
"Applicable Law" means all applicable laws, statutes, regulations, regulatory guidance, rules, orders, and codes of practice in force from time to time in any jurisdiction relevant to your use of the Services or your Counterparty Activities.
"Account" means an online account created by you in order to access the Services.
"Counterparty Activities" means any act by you of holding, transferring, marketing, promoting, or otherwise using PYUSDx for your own independent business purposes as a principal. FOR THE AVOIDANCE OF DOUBT, MOONPAY DOES NOT APPOINT YOU AS ITS AGENT, DISTRIBUTOR, OR REPRESENTATIVE, AND YOU ACT ENTIRELY ON YOUR OWN ACCOUNT. ANY USE YOU MAKE OF PYUSDX IN CONNECTION WITH YOUR OWN BUSINESS OR CUSTOMERS IS YOUR OWN INDEPENDENT ACTIVITY CONDUCTED AS A PRINCIPAL, FOR WHICH YOU ARE SOLELY RESPONSIBLE.
"Eligible Counterparty" means a person or entity that meets all of the eligibility requirements in Section 3.
"PYUSD" means the U.S. dollar-referenced stablecoin issued by Paxos Trust Company NA ("Paxos Trust"). Holders of PYUSD have rights solely against Paxos Trust and its affiliates, pursuant to Paxos’ terms and disclosures, available at https://www.paxos.com/terms-and-conditions/stablecoin-terms-conditions.
"PYUSDx" means a digital asset backed by PYUSD minted and burned by the Issuer on the Supported Chain(s) using the Service Providers’ infrastructure. HOLDERS OF PYUSDX HAVE RIGHTS SOLELY AGAINST THE ISSUER, PURSUANT TO THESE TERMS. FOR THE AVOIDANCE OF DOUBT, HOLDERS OF PYUSDX DO NOT HAVE ANY RIGHTS AGAINST PAXOS TRUST. YOU REPRESENT AND WARRANT THAT YOU WILL NOT, AND WILL NOT PERMIT ANY PERSON TO, PROMOTE, MARKET, DESCRIBE, OR CHARACTERISE PYUSDX AS A “PAYMENT STABLECOIN” AS THAT TERM IS DEFINED IN THE GENIUS ACT OR ANY SUCCESSOR LEGISLATION, WHETHER EXPRESSLY OR BY IMPLICATION. YOU MAY DESCRIBE PYUSDX AS A “PYUSD-BACKED STABLECOIN” OR SUCH OTHER DESCRIPTION AS APPROVED BY US IN WRITING. Breach of this obligation shall be deemed a material breach of these Terms.
"Restricted Jurisdictions" means the United States of America (including its territories and possessions), the member states of the European Economic Area, Canada, India, Australia, and any other jurisdiction that we designate as a Restricted Jurisdiction from time to time in accordance with Section 3.3.
"Service Providers" means the third-party technology providers, platform operators, smart contract infrastructure providers, and other service providers we engage from time to time to support the provision of the Services, including the issuance, minting, burning, and management of PYUSDx. References to Service Providers’ infrastructure, systems, or ecosystems shall be construed accordingly. We do not warrant or accept liability for the performance of any Service Provider.
"Supported Chains" means the blockchain network(s) on which PYUSDx is supported, as published by us from time to time.
"Term" means the period commencing on the date you first accept these Terms and continuing until terminated in accordance with Section 16.
"Wallet" means a non‑custodial digital asset wallet that you control.
3. Eligibility
3.1 Eligible Counterparties Only
Only Eligible Counterparties may use the Services. You represent and warrant that you:
are at least 18 years old;
have sufficient capacity to enter into legally binding contracts;
act on your own behalf and not as agent, custodian, trustee, or nominee;
will use Wallets under your sole control;
will provide any information reasonably requested by us to comply with Applicable Law, including sanctions and financial-crime controls, and any requirements necessary to operate in connection with our Service Providers; and
will ensure that all information you provide to us is accurate, complete and not misleading.
3.2 Sanctions
You represent and warrant that you are not, and are not acting on behalf of anyone who is:
located in, incorporated or otherwise established in, or resident of any country or territory that is subject to sanctions or embargoes imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC"); the UK Office of Financial Sanctions Implementation ("OFSI"); the European Union; or the United Nations;
an individual or entity, or acting on behalf of an individual or entity, that appears on any sanctions list, including but not limited to OFAC’s Specially Designated Nationals and Blocked Persons List; OFSI’s Consolidated List of Financial Sanctions Targets; and the EU consolidated list of sanctioned persons; or
otherwise blocked, designated, or denied under any OFAC, OFSI, EU, or UN sanctions programme.
Without limiting the above, you represent and warrant that you are not located in, ordinarily resident in, or accessing our Services from any jurisdiction subject to comprehensive sanctions, including Cuba, Iran, North Korea, Crimea, Donetsk, and Luhansk.
You must not access, use, or attempt to use any of our Services if doing so would violate Applicable Law relating to sanctions, or if you are acting for the benefit of any sanctioned person or jurisdiction.
3.3 Restricted Jurisdictions
You represent and warrant that you are not, and will not during the Term become:
incorporated, established, or registered in a Restricted Jurisdiction;
resident or ordinarily resident in a Restricted Jurisdiction; or
acting on behalf of, or for the benefit of, any person falling within (i) or (ii) above.
You must not use the Services, or make PYUSDx available to any person, in or from a Restricted Jurisdiction, or in connection with any activity that is directed at or primarily intended for users in a Restricted Jurisdiction.
We may update the list of Restricted Jurisdictions at any time by providing not less than 30 days' written notice to you. Where a jurisdiction is added to the Restricted Jurisdictions list, you must, with effect from the date specified in our notice, cease all use of the Services and all Counterparty Activities in or directed at that jurisdiction. If you are unable to comply with this requirement, you must notify us promptly and we may terminate these Terms in accordance with Section 16.1.
We may update the list of Restricted Jurisdictions without notice where we reasonably determine that immediate restriction is required by Applicable Law or to protect the legal, regulatory, or reputational position of MoonPay or PayPal, Inc. In such circumstances we will notify you as soon as reasonably practicable.
3.4 Registration Process
To use the Services, you will need to register for an Account by providing the information requested by us and accepting these Terms. Upon successful completion of the registration process, we will establish your Account. You are fully responsible for all activity that occurs under your Account. We may, in our sole discretion, refuse to open an Account for you, limit the number of Accounts that you may hold, or suspend or terminate any Account, and are not required to provide you with the reasons for doing so.
As part of the registration process, you must provide us with any information requested for the detection of anti-money laundering, terrorist financing, fraud, or any other financial crime, and permit us to keep a record of such information. You may need to complete certain verification procedures before you are permitted to start using the Services. You confirm that all information you provide is accurate and complete, and you agree to keep us updated if any such information changes.
You authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge that your personal information may be disclosed to credit reference and fraud prevention agencies and that these agencies may respond to our enquiries in full.
Failure to provide any information that we reasonably request after you have become an Eligible Counterparty shall be grounds for suspension of the Services to you (including access to your Account) and/or termination of these Terms.
4. Prohibited Conduct
4.1 General Prohibition
You must not use our Services for any unlawful, abusive, or improper purpose. This includes any activity that violates Applicable Law or these Terms.
Without limiting the above, the following categories of activity are prohibited:
Misdescribing PYUSDx: Promoting, marketing, describing, or characterising (or permitting any person acting on your behalf or in connection with your Counterparty Activities to, promote, market, describe or characterise) PYUSDx as a “payment stablecoin” as that term is defined in the Genius Act or any successor legislation, whether expressly or by implication.
Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programme, including but not limited to those administered by OFAC, or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information.
Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmitting or uploading any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programmes; attempting to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through any means; or transferring your Account access or rights to a third party without our express permission.
Fraud: Activity which operates to defraud us, our users, or any other person; providing any false, inaccurate, or misleading information to us.
Intellectual Property Infringement: Engaging in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; use of our intellectual property, name, or logo without our express consent; any action that implies an untrue endorsement by or affiliation with us.
Forbidden Activity: Transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance, (g) items that are considered obscene, (h) items that infringe any copyright, trademark, right of publicity or privacy, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under Applicable Law.
Unacceptable Activity: Transactions that (a) show personal information of third parties in violation of Applicable Law, (b) support pyramid or ponzi schemes or other “get rich quick” schemes, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, or transactions to finance or refinance debts funded by a credit card, (d) are by payment processors to collect payments on behalf of merchants, (e) are associated with the sale of traveller’s cheques or money orders, (f) involve check cashing businesses, (g) involve credit repair, debt settlement services, or insurance activities, or (h) involve offering or receiving payments for the purpose of bribery or corruption.
You must not attempt to circumvent technical, legal, or compliance controls that we or any Service Provider implement.
If you are aware of improper conduct involving PYUSDx, you should immediately contact us at [email protected], as well as law enforcement. We will make reasonable efforts to cooperate with law enforcement enquiries and assist with investigations pertaining to PYUSDx.
For law enforcement requests please direct your official document to our compliance team. Please note that all formal legal documents and claims must be formally and properly served on the correct entity according to Applicable Law.
5. Counterparty Representations and Responsibilities
5.1 Compliance Representations
By using the Services, you represent, warrant, and covenant that you:
(a) will comply with all Applicable Law in all jurisdictions in which you or your counterparties operate, including AML, CTF, sanctions, consumer protection, securities, and digital asset laws;
(b) assume sole compliance and regulatory responsibility for your use of the Services, your holding, transfer, marketing, promotion or other use of PYUSDx, your Counterparty Activities, and any persons to whom you make PYUSDx available in connection with those activities;
(c) have obtained, and will maintain throughout the Term, all licences, registrations, and authorisations required to use the Services and carry out your Counterparty Activities under Applicable Law;
(d) will not deal with any person in PYUSDx if doing so would violate Applicable Law; and
(e) will obtain independent legal advice on your regulatory obligations if you are unsure whether you are able to comply with the provisions of this Section.
Nothing in these Terms limits any non-excludable obligation we may have under Applicable Law in our capacity as issuer of PYUSDx or provider of the Services.
5.2 Independent Principal
You act as an independent principal in connection with your Counterparty Activities. MoonPay does not appoint you as its agent, distributor, or representative, and nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or similar relationship between the parties. You will not rely on MoonPay’s own regulatory position or licences as satisfying any regulatory requirement applicable to you or your Counterparty Activities, and you will obtain independent legal advice on your own regulatory obligations in each jurisdiction in which you carry out Counterparty Activities.
5.3 Independent Use Acknowledgements
You acknowledge and agree that:
(a) your Counterparty Activities are conducted by you as an independent principal on your own account, and nothing in these Terms constitutes an appointment by MoonPay of you as its agent, distributor, licensee, or representative in any jurisdiction;
(b) you are solely responsible for determining whether your Counterparty Activities are lawful in any jurisdiction in which you carry them out, and for obtaining all regulatory permissions you require;
(c) any communications, marketing, or promotional materials you produce in connection with your own use of PYUSDx are your own, and must comply with Applicable Law and with the description restrictions in Section 2 (Definitions);
(d) you will not represent to any person that PYUSDx is backed, guaranteed, or endorsed by any governmental authority, central bank, or regulatory body; and
(e) you will not represent to any person that we are responsible for, or have authorised or approved, your Counterparty Activities or any communications you produce in connection with them;
(f) you will not state or imply that you are authorised to act on behalf of MoonPay, PayPal, Inc., Paxos Trust or any of their respective affiliates, or that your Counterparty Activities, products, services, customers, communications or marketing materials have been approved, endorsed, sponsored, recommended or guaranteed by any of them, except to the extent expressly approved by us in writing; and
(g) YOU WILL OBTAIN OUR PRIOR WRITTEN APPROVAL BEFORE ISSUING ANY PRESS RELEASE, PUBLIC ANNOUNCEMENT, OR MARKETING COMMUNICATION THAT REFERENCES MOONPAY, PAYPAL, INC., PYUSD, OR PYUSDX, OR THAT DESCRIBES YOUR RELATIONSHIP WITH US OR YOUR USE OF THE SERVICES. We may withhold or condition such approval in our absolute discretion, including where requested by PayPal, Inc. or where we consider it necessary or desirable for legal, regulatory, compliance, reputational or brand-protection reasons. Upon our request, you must promptly remove, amend, correct or cease using any such material within the timeframe specified by us.
5.4 Downstream Use
You must not make PYUSDx available to any person where you know, suspect, or ought reasonably to know that such person’s holding, transfer, marketing, promotion or other use of PYUSDx would breach these Terms, Applicable Law, or expose us or PayPal, Inc. to material legal, regulatory, compliance, financial or reputational risk.
You are solely responsible for your own customers, users and counterparties, and for any access to or use of PYUSDx made available through your products, services, platforms or other arrangements. You must ensure that any person to whom you make PYUSDx available in connection with your Counterparty Activities is subject to terms, controls or restrictions reasonably designed to enable you to comply with your obligations under these Terms.
We do not have any contractual relationship with, or assume any responsibility to, any such person by reason of your Counterparty Activities.
6. Wallet and Address Requirements
You are solely responsible for operating and securing any Wallet you use in connection with the Services. This includes responsibility for (i) safeguarding private keys, seed phrases, passwords, and recovery materials; (ii) ensuring your Wallet is non‑custodial and under your exclusive control; (iii) ensuring the Wallet is technically capable of using the Services; and (iv) ensuring all Wallet addresses you provide to us are accurate and compatible with the Supported Chain(s) and our Service Providers’ infrastructure.
You must provide a valid and technically compatible Wallet address to use the Services. We may decline a request if an address appears incompatible, unsafe, or restricted, but we do not validate or guarantee the correctness of any address. Any loss resulting from an incorrect or incompatible address is solely your responsibility.
We do not manage, host, store, custody, or safeguard any Wallet, credential, or private key on your behalf. Nothing in these Terms creates, or should be interpreted as creating, a custodial, safekeeping, administrative, fiduciary, or similar relationship. You remain fully responsible for your own Wallets, private keys, security practices, and for ensuring you use appropriate and compatible Wallets.
7. Minting Conditions
To request minting of PYUSDx, you must: (a) be an Eligible Counterparty; (b) submit a mint request through any interaction method we support; and (c) transfer the required amount of PYUSD to the Issuer-designated address. Upon confirmed settlement of PYUSD and acceptance of the request, we will mint PYUSDx to your specified Wallet on the applicable Supported Chain.
Minting occurs at a 1:1 ratio (1 PYUSD for 1 PYUSDx). We will make commercially reasonable efforts to mint your PYUSDx in a timely manner, subject to network conditions, compliance checks, and operational considerations, including conditions arising from our Service Providers’ infrastructure and the Supported Chain(s).
We may decline or defer a mint request as required by Applicable Law, or where minting cannot occur due to conditions within our Service Providers’ infrastructure, the Supported Chain(s), or other third-party infrastructure we do not control.
8. Redemption Conditions
ONLY ELIGIBLE COUNTERPARTIES WHO HAVE ACCEPTED THESE TERMS AND MAINTAIN AN ACCOUNT WITH US MAY REQUEST MINTING OR REDEMPTION THROUGH THE SERVICES. PERSONS WHO ACQUIRE OR HOLD PYUSDX THROUGH, FROM OR IN CONNECTION WITH YOUR COUNTERPARTY ACTIVITIES, BUT WHO HAVE NOT BEEN ONBOARDED BY US AS ELIGIBLE COUNTERPARTIES, HAVE NO RIGHT TO REQUEST MINTING OR REDEMPTION DIRECTLY FROM US.
To request redemption of PYUSDx, you must: (a) be an Eligible Counterparty; (b) submit a redemption request through any interaction method we support; and (c) transfer the relevant PYUSDx to the Issuer-designated burn address (or as otherwise instructed). Upon confirmed burn and our acceptance of the request, we will transfer the corresponding amount of PYUSD to your specified Wallet.
Redemption occurs at a 1:1 ratio (1 PYUSDx for 1 PYUSD). We will make commercially reasonable efforts to redeem your PYUSDx in a timely manner, subject to network conditions, compliance checks, and operational considerations, including conditions arising from our Service Providers’ infrastructure and the Supported Chain(s). ALL REDEMPTIONS WILL BE ON A ONE-FOR-ONE BASIS, NOTWITHSTANDING ANY CHANGE IN THE MARKET VALUE OF PYUSD, SUBJECT TO THE EXERCISE OF ANY FREEZE, SUSPENSION, SEIZURE, OR FORFEITURE POWERS UNDER SECTION 11.
All redemptions are fulfilled exclusively in PYUSD. Redemptions are not made in fiat currency or in any other digital asset.
Redemption does not entitle you to any specific PYUSD or any other asset. Our obligation is strictly contractual and limited to delivering the appropriate quantity of PYUSD after a valid burn, in accordance with these Terms.
For the avoidance of doubt, where PYUSDx is subject to a freeze, suspension, seizure, or forfeiture under Section 11, your right to redeem the affected PYUSDx is suspended or extinguished to the extent and for such duration as we determine in accordance with Section 11. We shall have no liability to you in respect of any redemption request that cannot be fulfilled as a result of action taken under Section 11.
We may decline or defer a redemption request as required by Applicable Law, or where redemption cannot occur due to conditions within our Service Providers’ infrastructure, the Supported Chain(s), or other third-party infrastructure we do not control. We may also decline or defer a redemption request where we reasonably believe doing so would expose us to legal liability.
9. Supported Chains and Network Environment
We will publish the blockchain network(s) on which PYUSDx is supported (each a “Supported Chain”). We may update, add, or suspend Supported Chain(s) from time to time for any reason, including to reflect changes within our Service Providers’ infrastructure.
You acknowledge that PYUSDx exists only on Supported Chain(s). Minting and redemption may only occur on those chains. Network congestion, gas fees, third-party performance, or conditions affecting our Service Providers may affect processing times.
We do not operate or control any blockchain network or supporting infrastructure. We make no representation about network uptime, block confirmation times, gas fees, or transaction reliability.
You understand, acknowledge and agree that the underlying operating rules of the Supported Chains may change from time to time in such a way as to result in a fork. If a fork occurs, we will evaluate all forks and may determine, based on a number of factors, to support PYUSDx issuance on one, and only one, of the forks. We will continue to provide Services for, support and hold reserves against the PYUSDx held on the supported fork only. We may temporarily suspend the Services during any fork event.
10. Service Provider Infrastructure
Minting and redemption rely on Service Providers’ protocols, smart contracts, and infrastructure. We do not own, control, or guarantee such systems. We are not liable for bugs, malfunctions, or exploits in third-party smart contracts; downtime or degraded performance of Service Provider infrastructure; or any loss or delay resulting from reliance on third-party technology.
We have no obligation to intervene, freeze assets, reverse transactions, or take any action in response to Service Provider failures, exploits, user-side key loss, or network-level events.
11. Upgrades, Freezes and Seizures
11.1 Upgrade Rights
To the extent technically available to us or our Service Providers, we have the right to freeze and upgrade all PYUSDx (on an aggregate basis), regardless of where the PYUSDx is being held. We will use commercially reasonable efforts to provide prior notice of any material freeze or upgrade where practicable and where not prevented by Applicable Law or operational considerations.
11.2 Freeze and Seizure Powers
To the extent technically available to us or our Service Providers, we may freeze, temporarily or permanently, all PYUSDx at our discretion, with or without advance notice, including where: (a) we are required to do so by Applicable Law or by a directive from a regulator, judicial body, law enforcement agency, or other authority having jurisdiction over us; (b) we have determined following investigation that PYUSDx has been used or is being used for illegal, fraudulent, sanctioned or otherwise prohibited activity; or (c) we consider it necessary in our reasonable discretion to protect the integrity of the Services or to comply with our legal or regulatory obligations. A freeze imposed under this Section may be temporary or permanent, as determined by us in our sole discretion having regard to the circumstances giving rise to the freeze.
Where freezing, seizure, destruction, recovery or other control of PYUSDx is not technically available, we may instead take any other action feasible to us, including suspending or refusing minting or redemption, restricting access to the Services, terminating or suspending your Account, requiring remediation or wind-down, restricting further Services to you, or taking such other steps as are available through our Service Providers or the Supported Chain(s).
Where we receive a formal legal directive (including court orders, national security letters, or formal written regulatory directives) requiring seizure or forfeiture, we will comply with such directive to the extent required by Applicable Law and to the extent technically and operationally within our control. We will use commercially reasonable efforts, where permitted by Applicable Law and practicable in the circumstances, to send seized funds to a segregated wallet address pending disposal or handling as required by law.
ANY PYUSDX OR PYUSD UNDERLYING PYUSDX THAT IS SUBJECT TO FREEZE, SEIZURE, FORFEITURE, OR SIMILAR LIMITATION IMPOSED BY LAW OR BY US IN EXERCISE OF OUR RIGHTS UNDER THESE TERMS MAY BECOME WHOLLY AND PERMANENTLY UNRECOVERABLE AND UNUSABLE, AND MAY IN APPROPRIATE CIRCUMSTANCES BE DESTROYED.
IF WE DETERMINE AFTER INVESTIGATION THAT ANY OF YOUR PYUSDX HAS BEEN USED OR IS BEING USED FOR ILLEGAL, FRAUDULENT, SANCTIONED OR OTHERWISE PROHIBITED ACTIVITY, WE MAY NOT PERMIT YOU TO REDEEM YOUR PYUSDX, AND SUCH PYUSDX AND THE PYUSD BACKING IT MAY BE FORFEITED.
This Section 11 applies to all holders of PYUSDx, regardless of whether the holder is an Eligible Counterparty. By using PYUSDx, you agree that we may take the actions set forth in this Section and that we will not be liable to you as a result.
12. Compliance
12.1 Compliance Information
We may request information strictly necessary to comply with our internal policies and/or Applicable Law (including sanctions, anti-money laundering, and counter-terrorist financing obligations) or to satisfy operational standards required by our Service Providers. If you fail to provide requested information, we may decline, delay, or suspend minting or redemption.
12.2 Notification
You must notify us in writing within five (5) business days of becoming aware of: (a) any actual or threatened regulatory inquiry, investigation, or enforcement action relating to you or your use of the Services; (b) any material compliance issue or actual or suspected violation of Applicable Law; (c) any change in your regulatory status, including loss or suspension of any licence; or (d) any circumstance that could reasonably result in material harm to us or to PayPal, Inc. in connection with PYUSDx.
12.3 Cooperation
You agree to cooperate fully with us and, at our direction, with any governmental or regulatory authority in connection with any inquiry relating to PYUSDx or the Services.
12.4 Remediation
Upon our request, you will promptly implement any remediation plan we reasonably require in connection with a regulatory inquiry or compliance failure relating to your use of the Services.
12.5 Wind-Down
If we determine (acting reasonably) that your use of the Services violates Applicable Law, or poses material legal, regulatory, or reputational risk to us or to PayPal, Inc. (including where PayPal, Inc. has reasonably determined that such use poses material risk to PayPal, Inc.), you must, at our direction: (a) cease all Counterparty Activities; (b) cooperate with an orderly wind-down of your use of PYUSDx; and (c) take all steps within your control to mitigate harm to us, PayPal, Inc., and any relevant third parties. This obligation applies notwithstanding any other provision of these Terms.
12.6 Audit Rights
We shall have the right, on reasonable prior notice (and without notice in a regulatory emergency), to audit or inspect your records, systems, and processes to the extent reasonably necessary to: (a) verify your compliance with these Terms in connection with your use of the Services and PYUSDx; (b) respond to any regulatory inquiry relating to PYUSDx or your use of the Services; or (c) investigate any actual or suspected breach of these Terms or Applicable Law in connection with your use of PYUSDx.
12.7 Records
You shall maintain accurate records of your use of the Services and PYUSDx for a minimum of five (5) years, or longer if required by Applicable Law or your own AML/KYC obligations, and must provide such records to us promptly upon request in connection with a regulatory or compliance matter.
12.8 Information Requests
You must promptly provide any information, documents, and access to personnel that we reasonably request in connection with a regulatory or compliance matter relating to PYUSDx or the Services. Responses are due within five (5) business days (or shorter where urgency requires).
12.9 Regulatory Filings
Where required by Applicable Law or requested by a regulatory authority, you agree to cooperate with us in making any filings or disclosures in connection with PYUSDx or your use of the Services, and to notify us promptly of any such filings you are required to make independently.
13. Disclosures and Risks
PYUSDx does not constitute money, monetary instruments, deposits, custodial products, securities, units in a fund, derivatives, contracts for differences, investment products or any other regulated investment. Holding PYUSDx does not give you any ownership, beneficial, security, trust, custodial, fiduciary, proprietary or other interest of any kind in PYUSD or any other asset. PYUSDx does not itself carry, and no holder of PYUSDx is promised or entitled to, any interest, yield, reward, dividend, profit share, appreciation, return or other economic benefit by reason only of holding PYUSDx. Only Eligible Counterparties have contractual rights to request minting and redemption, and those rights are limited to the rights expressly set out in these Terms.
The issuance of PYUSDx is not regulated or backed by any government. Regulatory and consumer protections applicable to regulated stablecoins will not be available to you.
Transactions in PYUSDx may not be available to you based on where you reside. Applicable Law changes at the national, sub-national or international level may adversely affect the use, transfer, exchange, and value of PYUSDx.
We do not operate or control any part of our Service Providers’ infrastructure or the Supported Chains. Your use of the Services does not create any relationship between you and any third party. The Supported Chains may experience backlogs, higher than normal transaction fees, changes to the network, failure, or a fork in the protocol. We do not own or control any Supported Chains, are not responsible for the operation of Supported Chains and make no guarantees regarding any Supported Chain’s security, functionality, or availability. We are not responsible for any losses of PYUSDx due to the failure of third-party software or technology.
Transactions in PYUSDx will generally be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some PYUSDx transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction was initiated.
You acknowledge and accept risks relating to blockchain outages, congestion, or instability; smart contract vulnerabilities or failures in Service Provider infrastructure or Supported Chains; regulatory or policy changes that could affect availability of minting or redemption; and liquidity constraints, cross-chain delays, or technical or operational delays relating to the Supported Chain(s) or our Service Providers.
As with any asset, the value of PYUSDx can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in PYUSDx. You acknowledge the potential risks of your use of the Services and PYUSDx.
You are solely responsible for determining and paying all taxes and duties arising from your transactions.
14. Fees and Rewards
We do not charge fees for the minting of PYUSDx in exchange for PYUSD, or for the redemption of PYUSDx for PYUSD. Minting and redemption of PYUSDx will always occur on a 1:1 basis (1 PYUSD for 1 PYUSDx, and 1 PYUSDx for 1 PYUSD), and we will not charge any minting or redemption fee in respect of PYUSD–PYUSDx transactions, whether now or in the future (notwithstanding Section 18.13). For the avoidance of doubt, this restriction applies solely to the minting and redemption of PYUSDx against PYUSD. Should we in the future make the Services available in respect of assets other than PYUSD, we reserve the right to impose minting and redemption fees, minimum or maximum transaction amounts, and/or other charges in respect of those other assets. Any such fees or charges will be notified to you in advance in accordance with Section 18.13 (Amendment).
We may make discretionary rewards, rebates, fee reductions or other promotional incentives available to certain Eligible Counterparties from time to time, on such basis as we determine, including through protocol or smart contract functionality designated by us.
Participation in any such programme is subject to eligibility, compliance and technical requirements determined by us from time to time. Any rewards or incentives are separate from PYUSDx, are not available to holders of PYUSDx generally, and may be amended, suspended or withdrawn at any time in our sole discretion.
15. Limitation of Liability, Disclaimers, Indemnification and No Fiduciary Duties
15.1 Disclaimer of Warranties
To the fullest extent permitted by law, the Services are provided “as is” and “as available”, without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise. Without limiting the foregoing, we do not warrant that:
(a) the Services, Supported Chain(s), or any Service Provider infrastructure will be uninterrupted, timely, secure, accurate, or error-free;
(b) smart contracts, networks, or liquidity systems used in connection with PYUSDx will operate as intended;
(c) minting or redemption will occur within any specific timeframe; or
(d) PYUSD, PYUSDx, or our Service Providers’ infrastructure or the Supported Chain(s) will maintain any particular functionality, availability, or value.
15.2 Exclusion of Liability
To the fullest extent permitted by law, we and our affiliates, directors, officers, employees, contractors, agents, service providers, and licensors (together, the "Issuer Parties") will not be liable to you for any indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits, revenue, business, goodwill, data, or anticipated savings; loss arising from reliance on Service Provider infrastructure, blockchain validators, cross-chain systems, or liquidity delivery mechanisms; loss arising from network outages, chain reorganisations, forks, congestion, gas-fee volatility, protocol bugs, security incidents, or cyberattacks; loss arising from Wallet misconfiguration, loss of private keys, or incorrect addresses; loss caused by delays, suspension, or unavailability of the Services; or loss arising from the acts or omissions of third-party infrastructure providers, for whom we are not responsible, except in the case of wilful misconduct or fraud.
15.3 No Fiduciary Duties
To the fullest extent permitted by law, you acknowledge and agree that the Issuer owes no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
15.4 MoonPay Liability Cap
The total aggregate liability of the Issuer Parties to you for all claims arising out of or in connection with these Terms or the Services will not exceed the lesser of: (a) US$20,000; or (b) the face value of the individual mint or redemption request giving rise to the claim. This cap applies to all direct losses not otherwise excluded under Section 15.2.
15.5 Counterparty Indemnity
You shall indemnify, defend (at MoonPay’s election), and hold harmless MoonPay (which for the purposes of this Section 15 includes MoonPay Digital Assets Limited and MoonPay Inc., a Delaware corporation, being the entity that has contracted with PayPal, Inc. in connection with PYUSDx), its affiliates, directors, officers, employees, and agents (together, the “Indemnified Parties”), from and against any and all losses, liabilities, damages, costs, expenses, penalties, fines, taxes, judgments, settlements, and reasonable legal fees (“Losses”), arising out of, relating to, or in connection with:
(a) your breach of any representation, warranty, or obligation in these Terms;
(b) your Counterparty Activities, including any use you make of PYUSDx in connection with your own independent business;
(c) any claim by any third party arising from your Counterparty Activities or your use of PYUSDx;
(d) your violation of Applicable Law in connection with your Counterparty Activities or use of the Services;
(e) any regulatory inquiry, investigation, enforcement action, fine, or penalty imposed on any Indemnified Party arising from or in connection with your Counterparty Activities or your use of PYUSDx;
(f) any claim brought against an Indemnified Party by PayPal, Inc. arising from your Counterparty Activities, your acts or omissions in connection with PYUSDx, or the acts or omissions of any person to whom you have made PYUSDx available in connection with your Counterparty Activities, including any claim arising from: (i) your breach of the obligation not to characterise PYUSDx as a payment stablecoin under Section 2 or Section 4.1; (ii) your failure to comply with the compliance representations in Section 5.1; (iii) your failure to comply with the notification or cooperation obligations in Section 12; or (iv) any regulatory inquiry or enforcement action against MoonPay attributable to your Counterparty Activities or the activities of persons to whom you have made PYUSDx available; and
(g) MoonPay’s reasonable costs of investigating and responding to any regulatory inquiry or compliance failure arising from your use of PYUSDx or the Services.
15.6 Indemnity Exclusion
The indemnity in Section 15.5 shall not apply to the extent a Loss is caused solely and directly by MoonPay’s fraud, wilful misconduct, or gross negligence (as finally determined by a court of competent jurisdiction). MoonPay’s negligence shall not reduce or limit this indemnity.
15.7 Counterparty Liability Cap
Subject to Section 15.8 (Uncapped Categories) below, your aggregate liability under Section 15.5 shall not exceed the greater of: (a) US$10,000,000; or (b) three (3) times the total face value of PYUSDx minted to you in the twelve (12) months preceding the event giving rise to the claim; provided that in the first twelve (12) months from the date you first mint PYUSDx under these Terms, your aggregate liability under Section 15.5 shall not be less than US$500,000.
15.8 Uncapped Categories
The cap in Section 15.7 shall not apply to Losses arising from:
(i) your fraud, fraudulent misrepresentation, or wilful misconduct;
(ii) your gross negligence in connection with your Counterparty Activities;
(iii) any regulatory fine, penalty, or sanction imposed on any Indemnified Party as a direct result of your Counterparty Activities or use of PYUSDx; and
(iv) your breach of Section 12.2 (Notification), Section 12.3 (Cooperation), or Section 5.1 (Compliance Representations).
For each of these items, your liability shall be unlimited.
15.9 PayPal Related Claims
Without limiting Section 15.5(f), where PayPal, Inc. brings a claim against any Indemnified Party under any arrangement between MoonPay and PayPal, Inc. governing PYUSDx, and that claim arises out of or relates to your Counterparty Activities, your acts or omissions in connection with PYUSDx, or the acts or omissions of any person to whom you have made PYUSDx available in connection with your Counterparty Activities, you shall indemnify the Indemnified Parties for: (a) any amount paid, or agreed to be paid, by an Indemnified Party to PayPal, Inc. in settlement or satisfaction of that claim; and (b) MoonPay’s reasonable costs and expenses of investigating, defending, settling or resolving that claim, in each case to the extent arising out of or relating to your Counterparty Activities, your acts or omissions, or the acts or omissions of any person to whom you have made PYUSDx available in connection with your Counterparty Activities.
For the avoidance of doubt, your liability under this Section 15.9 shall not exceed the amount paid, or agreed to be paid, by an Indemnified Party to PayPal, Inc. in settlement or satisfaction of the relevant claim, together with the reasonable costs and expenses referred to above, except to the extent the claim also falls within any uncapped category in Section 15.8.
15.10 Cap Asymmetry
For the avoidance of doubt, the cap in Section 15.4 applies only to claims by you against us. Your liability to us under Section 15.5 is governed exclusively by the cap and uncapped categories set out in Sections 15.7 and 15.8. The two liability regimes are separate and asymmetric; the cap applicable to our liability to you does not apply to, and shall not be used to reduce or limit, your liability to us under Section 15.5.
15.11 Control of Defence
MoonPay shall have the right (but not the obligation) to assume sole control of the defence and settlement of any claim for which indemnification is sought under Section 15.5. You shall fund the defence upon MoonPay’s reasonable request. MoonPay shall not settle any claim that imposes material obligations on you without your prior written consent, not to be unreasonably withheld or delayed (and deemed given if not provided within five (5) business days).
15.12 Survival of Indemnity
Section 15.5 survives termination or expiry of these Terms for a period of six (6) years.
16. Termination and Suspension
16.1 Immediate Termination and Suspension by MoonPay
We may suspend or terminate your access to the Services immediately upon written notice (or without notice in urgent cases) if:
(a) any regulatory authority has initiated or threatened any investigation relating to you, your Counterparty Activities, or your use of PYUSDx;
(b) continued provision of the Services to you would, or could reasonably be expected to, cause us or PayPal, Inc. to violate Applicable Law;
(c) your use of PYUSDx or your Counterparty Activities have violated, or we reasonably believe are violating, Applicable Law in any jurisdiction;
(d) your Counterparty Activities or conduct pose material reputational, legal, or regulatory risk to us or to PayPal, Inc.;
(e) you have lost or had suspended any licence or authorisation required to carry out your Counterparty Activities; or
(f) you commit a material breach of these Terms (including the Brand Reputation provisions in Section 16.2) that, if capable of remedy, you have failed to remedy within ten (10) business days of written notice from us.
For the avoidance of doubt, a suspension or termination of your access to the Services under this Section does not constitute any direction by us to you in respect of your own independent business activities.
16.2 Brand Reputation
It shall be a material breach of these Terms if you: (a) conduct yourself in a manner that violates Applicable Law or causes public scandal or ridicule; (b) disparage us, PayPal, Inc., or their respective affiliates, products, or services; or (c) make any statement or produce any material in connection with PYUSDx that is materially inaccurate, materially incomplete, patently offensive, potentially dangerous or harmful in any way, illegal, or that could embarrass, libel, or damage the reputation of MoonPay or PayPal, Inc.
16.3 Termination for Convenience by MoonPay
We may terminate these Terms for any reason on not less than thirty (30) days’ written notice to you.
16.4 Termination by You
You may terminate these Terms for cause in the event of a material breach of these Terms by us that, if capable of remedy, we have failed to remedy within thirty (30) days of written notice from you specifying the breach in reasonable detail.
16.5 Effect of Termination
Upon termination or expiry of these Terms for any reason: (a) all rights granted to you under these Terms shall immediately cease; (b) you must immediately cease all use of the Services; (c) any outstanding obligations (including redemption requests that have been properly submitted prior to the effective date of termination) will be processed in accordance with these Terms; and (d) all provisions of these Terms which by their nature should survive termination shall continue in force, including Section 13 (Disclosures and Risks), Section 15 (Limitation of Liability, Disclaimers, Indemnification and No Fiduciary Duties), and Section 17 (Dispute Resolution).
17. Dispute Resolution by Binding Arbitration
Please read this Section (the "Arbitration Agreement") carefully. It requires you and the Issuer to resolve most disputes through binding arbitration, not in court. This Arbitration Agreement also includes a class action waiver and jury trial waiver. By using the Services, you agree to this Arbitration Agreement.
17.1 Informal Process First
Before commencing arbitration or legal proceedings, both parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Services (a "Dispute") through good faith informal negotiations.
The party initiating a Dispute must send a written notice ("Dispute Notice") describing the nature of the Dispute, the relief requested, and supporting information reasonably necessary to understand the issue.
A Dispute Notice issued to us must be sent to [email protected], with a copy to the Issuer’s registered office in the BVI. A Dispute Notice issued to you must be sent to the email address you have provided in connection with the Services, or to any other address you have provided. If you have not provided an address, a Dispute Notice may be posted publicly on any interface we use for the Services.
The parties will attempt in good faith to resolve the Dispute within thirty (30) days of receipt of the Dispute Notice. This informal process does not apply to claims relating to intellectual property rights, misuse of confidential information, or requests for emergency injunctive relief. If the Dispute is not resolved within the 30-day period, either party may commence arbitration as provided below.
17.2 Agreement to Arbitrate
Any Dispute that cannot be resolved informally must be referred to and finally resolved by binding arbitration under the LCIA Rules (London Court of International Arbitration), which are incorporated by reference into this Arbitration Agreement. The seat of arbitration shall be the British Virgin Islands; the number of arbitrators shall be one; the language of the arbitration shall be English.
The arbitrator shall have exclusive authority to resolve all issues, including the scope, enforceability, validity, and arbitrability of this Arbitration Agreement. The arbitrator may grant any relief that a court of competent jurisdiction could award (including injunctive relief), except as otherwise limited by these Terms.
The arbitrator’s award will be final and binding, and judgment may be entered in any court of competent jurisdiction.
Each party is responsible for its own legal fees and arbitration costs, except where the arbitrator determines that shifting such fees is required or appropriate under Applicable Law.
The arbitration, including all materials exchanged, evidence submitted, and the final award, must be kept strictly confidential except as required by law or to enforce an award.
17.3 Class Action Waiver
To the fullest extent permitted by law, all arbitrations must be conducted on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, representative, or mass action, or seek to consolidate the claims of multiple parties into one arbitration. If this waiver is found unenforceable, then this entire Arbitration Agreement is void, and any Dispute must be resolved in the courts of the BVI.
17.4 Survival and Changes
This Arbitration Agreement survives termination or expiration of these Terms, your use or attempted use of the Services, and any transfer or assignment permitted under these Terms.
If we make a material change to this Arbitration Agreement, you may reject the change by sending us written notice within thirty (30) days of the change becoming effective. If you reject a change, the version of this Arbitration Agreement in effect at the time you first accepted these Terms will continue to apply. Rejection of the arbitration change does not affect any other provision of these Terms.
18. Miscellaneous
18.1 Third-Party Content
In connection with using the Services, you may access or view content or services provided by third parties ("Third Party Content"). We do not control, endorse or adopt any Third Party Content. We have no responsibility for Third Party Content. Your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
18.2 Confidential Information
While using the Services, you may obtain or become aware of confidential information about our business ("Confidential Information"). Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of these Terms; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed. You may only use Confidential Information as necessary to exercise your rights or perform your obligations under these Terms. You agree to hold Confidential Information in strict confidence and to take reasonable steps to protect it from unauthorised access. You may share Confidential Information with legal, governmental or regulatory authorities only if required by Applicable Law, provided you will notify us of the request if Applicable Law allows it.
18.3 Intellectual Property Rights
Unless otherwise indicated by us, the name “PYUSDx”, “PYUSD”, and related marks are owned by PayPal, Inc. and licensed to MoonPay on a revocable, non-sublicensable basis. MoonPay does not grant you any right or licence to use PayPal marks. Your ability to use the name PYUSDx in connection with your Counterparty Activities is subject to PayPal, Inc.’s rights as mark owner and may be affected by any change in MoonPay’s arrangements with PayPal, Inc. Any other material or content provided by us (excluding PayPal marks), and all intellectual property rights therein, are our property or that of our affiliates, licensors or suppliers. Any rights not expressly granted in these Terms to use such materials are reserved by us in full.
18.4 Governing Law
These Terms, the Services, and any Dispute arising out of or relating to them are governed by the laws of the British Virgin Islands, without regard to conflict of law principles.
18.5 Force Majeure
In no event shall a party be considered in breach of these Terms to the extent the party’s obligations are prevented or delayed, directly or indirectly, by a Force Majeure Event, and the party’s period of time for performance shall be extended until such event has ended. A “Force Majeure Event” means any event beyond the party’s reasonable control, including flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications or power failure, failure in bank performance, equipment or software malfunction, or unexpected changes in a computer network upon which PYUSDx relies.
18.6 Severability
If any provision of these Terms is held invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. The provisions of these Terms will, where possible, be interpreted so as to sustain their legality and enforceability.
18.7 Entire Agreement
These Terms, along with any other applicable MoonPay Terms and Conditions, constitute the entire agreement between you and us regarding the Services, superseding all prior or contemporaneous understandings, agreements, or representations, whether written or oral, relating to their subject matter.
18.8 Injunctive Relief
You acknowledge that actual or threatened breaches of these Terms may cause irreparable harm for which monetary damages would be inadequate. We are therefore entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, including in the courts of the British Virgin Islands or any other court of competent jurisdiction, notwithstanding the arbitration provisions in Section 17.
18.9 No Waiver
Our failure to enforce, or delay in enforcing, any provision of these Terms does not constitute a waiver of that provision or any other right or remedy.
18.10 Assignment
These Terms shall be binding on your successors, heirs, personal representatives, and assignees. You may not assign, transfer, or novate these Terms or any rights or obligations under them without our prior written consent. We may assign, transfer, or novate these Terms, in whole or in part, without your consent, including in connection with a merger, reorganisation, corporate transaction, or transfer within our group.
18.11 Notices
Legal notices to us must be delivered to [email protected] (or any successor address we designate). Notices to you will be sent to the email address provided in connection with your mint or redemption requests, or any updated contact information you supply.
18.12 Third-Party Beneficiaries
Except as expressly provided in these Terms, these Terms do not create any rights enforceable by any person who is not a party to them. MoonPay retains the right to enforce all provisions of these Terms, including provisions intended to protect MoonPay, PayPal, Inc., and their respective affiliates. For the avoidance of doubt, as you use PYUSDx as an independent principal on your own account, any persons you deal with in connection with your own business have no rights against us under or in connection with these Terms, and we have no liability to them in connection with your use of PYUSDx.
18.13 Amendment
We may amend these Terms from time to time by posting updated Terms or otherwise giving notice in the manner we determine. Unless we specify otherwise, amendments will take effect when posted or notified. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Services and may terminate these Terms in accordance with Section 16.
18.14 Public Availability
These Terms may be made publicly available for information purposes. Public availability of these Terms does not constitute an offer to provide the Services to any person. Only Eligible Counterparties who have been accepted by us in accordance with Section 3.4 may access or use the Services.
18.15 Contact
If you have any questions about these Terms, please contact us at [email protected].
