1About These Terms
1.1
These Terms and Conditions (the "Terms") form a legally binding agreement between you and Movaratech Inc., operating under the trade name ConaPay ("ConaPay", "we", "us", "our"), a corporation with its head office at 94 Lakeshore Road East, Unit 203, Mississauga, Ontario L5G 1E3, Canada.
1.2
These Terms govern your access to and use of the ConaPay mobile application and website (the "App"), your ConaPay account (the "Account"), the ConaPay debit card (the "Card") and all related services described in these Terms (together, the "Services").
1.3
By creating an Account, checking the acceptance box, or using any of the Services, you confirm that you have read, understood and agree to be bound by these Terms, our Privacy Policy and any additional terms presented to you for a specific feature (together, the "Agreement"). If you do not agree, do not use the Services.
1.4
Your Card is also subject to the cardholder terms of the Card Issuer (the "Card Terms"). If there is a conflict between these Terms and the Card Terms in relation to the issuance or operation of the Card on the Card Network, the Card Terms prevail.
2Definitions
- "Card Issuer" means the licensed financial institution or payment institution that issues the Card, or any replacement issuer we notify to you.
- "Card Network" means the international card network under which the Card is issued.
- "Digital Assets" means the stablecoins and other digital tokens that we support from time to time (on the networks listed in the App) ("Supported Assets").
- "Digital Wallet" means the wallet within your Account in which your Digital Assets are recorded.
- "Custodian" means any third party appointed by us to hold Digital Assets in custody.
- "Balance" means the Supported Assets and/or funds recorded in your Account and available for use, after deducting holds, pending transactions, fees and any amount you owe us.
- "Fee Schedule" means the schedule of fees and charges displayed in the App and at https://conapay.com, as updated from time to time.
- "Transaction" means any purchase, ATM withdrawal, refund, top-up, transfer, withdrawal or other movement of value made through the Services.
3Our Regulatory Status
3.1
Movaratech Inc. is registered with the Bank of Canada as a payment service provider under the Retail Payment Activities Act (Canada) ("RPAA"). The Bank of Canada does not endorse or license registered payment service providers, and registration does not constitute an endorsement of us or the Services.
3.2
Movaratech Inc. is registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") as a money services business (MSB Registration No. N300001069). We comply with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, counter-terrorist financing and sanctions laws.
3.3
We are not a bank or a deposit-taking institution. Your Balance is not a deposit, does not earn interest, and is not insured by the Canada Deposit Insurance Corporation or any other deposit insurance scheme.
3.4
The Card is issued by the Card Issuer under the rules of the Card Network. We act as the program manager for the Card and provide the App, customer support and related services.
4Eligibility
4.1
To use the Services you must:
(a)
be at least 18 years old (or the age of majority in your place of residence, if higher) and have full legal capacity;
(b)
be an individual acting on your own behalf and not on behalf of any other person;
(c)
not be a resident of Canada, and reside in a jurisdiction in which we offer the Services (see Section 16.3);
(d)
not be a person subject to sanctions, or owned or controlled by such a person; and
(e)
successfully complete our identity verification process.
4.2
You may hold only one Account. We may refuse any application at our sole discretion and are not required to give reasons, unless required by law.
5Account Opening and Identity Verification
5.1
You must provide complete, accurate and current information, including your full legal name, date of birth, residential address, nationality, government-issued photo identification and a live selfie or other biometric check, and any further information or documents we reasonably request (including information about the source of your Digital Assets or funds).
5.2
You authorize us and our service providers to verify your identity and screen you against sanctions, politically exposed person and fraud databases, both at onboarding and on an ongoing basis.
5.3
You must promptly update your information in the App if it changes. We may restrict the Services until updated information has been verified.
5.4
No third-party account opening. You must open and operate your Account personally. You must not allow any agent, intermediary or other person to open, verify or operate an Account on your behalf, and you must not sell, rent or lend your Account or Card. Where we suspect a breach of this Section, we may suspend or close the Account, restrict the Balance, and report the matter to the relevant authorities.
5.5
Different verification levels may apply different limits and features, as shown in the App.
6Your Account and Balance
6.1
Your Account records the Supported Assets you hold through the Services and allows you to fund your Card, make transfers and view your Transaction history.
6.2
Custody. Your Digital Assets deposited in the Digital Wallet are held in custody by us or a third-party Custodian. Where we hold end-user funds, we safeguard them in accordance with our obligations under the Retail Payment Activities Act, segregated from our own funds.
6.3
Digital Assets held in omnibus wallets are recorded in our books in your name. You do not have a claim to any specific on-chain address or token, but to the amount of Supported Assets recorded in your Account.
6.4
We do not pay interest or any other return on your Balance.
6.5
You must not allow your Balance to become negative. If it does (for example, because a merchant settles a Transaction for more than the authorized amount, or a refund is reversed), you must repay the shortfall immediately, and we may recover it from any subsequent top-up or other amount in your Account. We may set off any amount you owe us against your Balance.
7Top-ups
7.1
You may add Supported Assets to your Account by sending them to the deposit address displayed in the App, using only the network specified for that address.
7.2
Digital Assets sent on an unsupported network, to an incorrect address, or of an unsupported type may be permanently lost. We are not responsible for such losses, although we may, at our discretion and subject to a fee, attempt recovery.
7.3
A top-up is credited after the required number of network confirmations and completion of our compliance checks. We may delay, reject or return a top-up (less any network fees) if we suspect it is connected to unlawful activity, sanctioned persons or third parties, or if it does not originate from a wallet controlled by you.
7.4
You represent that all Digital Assets you send to us are lawfully owned by you and are not derived from or connected with any unlawful activity.
8The ConaPay Card
8.1
Issuance. Once your Account is verified, you may request a virtual Card and, where available in your region, a physical Card. Each Account may hold up to three Cards. A physical Card issued for a virtual Card has the same card number as that virtual Card and is counted as one Card. Issuance fees are set out in the Fee Schedule.
8.2
Delivery. Physical Cards are delivered by courier to the verified residential address in your Account. Delivery times shown in the App are estimates only. Physical Cards are available only in the delivery regions listed in the App. We are not responsible for delays caused by couriers, customs or events outside our reasonable control. Please contact us if your physical Card has not arrived within the estimated delivery time. If a physical Card is lost or damaged in transit for reasons attributable to us or our courier, we will cancel it and send a replacement free of charge. If a physical Card cannot be delivered or is lost because the delivery address or contact details you provided were incorrect or incomplete, or because you failed to collect or accept the delivery, a replacement fee may apply as set out in the Fee Schedule.
8.3
Activation and PIN. You must activate a physical Card in the App before use. You may set and change your PIN in the App.
8.4
Ownership. The Card remains the property of the Card Issuer. You must return or destroy it if we or the Card Issuer ask you to.
8.5
Expiry. The Card is valid until the expiry date shown on it. Your Balance does not expire on Card expiry. We may issue a replacement Card before expiry unless your Account is restricted or closed.
9Using Your Card
9.1
How the Card works. The Card is a debit card linked to your Digital Wallet. Each Transaction is funded directly from your available Balance at the time of authorization, within the limits applicable to your Account. The Card is not a credit card and does not give you any credit.
9.2
Authorization and conversion. When you use the Card, the merchant requests authorization in the transaction currency. We calculate the amount required in USD using the Card Network exchange rate applicable on the date of authorization, add the applicable fees in the Fee Schedule, and place a hold on, or deduct, the equivalent amount of Supported Assets from your Balance. By using the Card, you instruct us to convert your Supported Assets as necessary to settle the Transaction.
9.3
Final settlement. The amount finally settled by the merchant may differ from the authorized amount, for example due to merchant adjustments (such as hotels, car rentals, fuel or tips) or exchange rate movements between authorization and settlement. Any difference will be debited from or credited to your Balance when the Transaction is settled. We will not retroactively change the exchange rate applied to the original Transaction.
9.4
Holds. Authorizations that are not settled by the merchant are released after the period applied by the Card Network (normally around 7 days, longer for some merchant categories).
9.5
Reversals and refunds.
(a)
If a merchant cancels an authorization before settlement, the amount held, including any related fees, will be released to your Balance.
(b)
If a merchant issues a refund after settlement, the refund will be credited to your Balance once we receive it from the Card Issuer, in the Supported Asset originally deducted for the Transaction, converted at the exchange rate applicable on the date the refund is processed. Because exchange rates move, the refunded amount may differ from the amount originally deducted.
(c)
Fees charged on the original Transaction are not refunded.
(d)
The timing of a refund depends on the merchant and the Card Network. We are not responsible for any delay by the merchant in issuing a refund.
9.6
Declined Transactions. We or the Card Issuer may decline a Transaction, including where your Balance is insufficient, a limit would be exceeded, the merchant category or country is restricted, the Transaction appears suspicious, or the Card is frozen. Fees for declined Transactions, if any, are set out in the Fee Schedule.
9.7
ATM withdrawals. Where available, you may use a Card to withdraw cash at ATMs that accept the Card. ATM operators may charge their own fees, which are outside our control.
9.8
Restricted uses. You must not use the Card for any illegal purpose or at merchants in categories that we, the Card Issuer or the Card Network restrict from time to time.
9.9
Merchant disputes. We are not responsible for the goods or services you purchase. Any complaint about a purchase should first be raised with the merchant.
10Mobile Wallets (Apple Pay, Google Pay)
10.1
Where supported, you may add your Card to Apple Pay, Google Pay or other mobile wallets. Use of a mobile wallet is also subject to the wallet provider's own terms and privacy policy, which are not part of this Agreement.
10.2
Any Transaction authenticated through your device (including by passcode, fingerprint or face recognition) is treated as authorized by you. You must not register another person's biometrics on a device holding your Card, and you must keep your device secure.
10.3
We may refuse, suspend or remove your Card from a mobile wallet for security, compliance or operational reasons. Removing the Card from a wallet does not close your Account.
10.4
We do not currently charge a fee for adding the Card to a mobile wallet. Your mobile carrier may charge for data usage.
11Transfers and Withdrawals
11.1
In-app transfers. You may send Supported Assets to another verified ConaPay user using their registered identifier. In-app transfers are recorded instantly in our books and are final once confirmed. Please check the recipient carefully.
11.2
On-chain withdrawals. You may withdraw Supported Assets to an external blockchain address that you control. You are responsible for entering the correct address and selecting the correct network. Blockchain transactions cannot be reversed, and we cannot recover Digital Assets sent to an incorrect address.
11.3
Withdrawals are subject to network fees and our fees in the Fee Schedule, minimum and maximum amounts, compliance checks, and the travel rule information requirements under applicable law. We may delay or refuse a withdrawal to comply with law or to protect you or us.
12Fees and Limits
12.1
You agree to pay the fees set out in the Fee Schedule, which forms part of these Terms. Fees are deducted from your Balance at the time of the relevant Transaction or event, unless stated otherwise.
12.2
Fees are exclusive of any applicable taxes. Network (gas) fees are set by the relevant blockchain and are outside our control.
12.3
Transaction, spending, ATM, top-up and withdrawal limits apply depending on your verification level and Card type, as shown in the App. We may change limits for risk, compliance or operational reasons.
12.4
We may change the Fee Schedule from time to time. We will give you reasonable prior notice through the App or by email before increasing an existing fee or introducing a new fee, unless the change is required by law or by a third party (such as the Card Network or a blockchain network). Fee reductions may take effect immediately.
13Security and Unauthorized Transactions
13.1
You must keep your Card details, PIN, passwords, one-time codes and devices secure and must not disclose them to anyone, including anyone claiming to be from ConaPay. We will never ask for your PIN or full password.
13.2
If your Card, device or credentials are lost, stolen or compromised, or you suspect an unauthorized Transaction, you must immediately freeze your Card in the App and notify us at support@conapay.com or through in-app support.
13.3
We may freeze your Card or Account without prior notice if we suspect unauthorized or fraudulent activity.
14Disputes and Chargebacks
14.1
You should review your Transaction history regularly. If you believe a Transaction is incorrect or unauthorized, or that a merchant has not provided goods or services you paid for, you must notify us through the App within 60 days of the Transaction date.
14.2
Before raising a dispute about goods or services, you should first contact the merchant to try to resolve the issue directly.
14.3
We will review your request and, where eligible, raise a dispute with the Card Issuer under the Card Network rules. You must provide the information and documents we reasonably request. The outcome is determined under the Card Network rules and the decision of the Card Issuer and/or the Card Network.
14.4
A dispute fee, as set out in the Fee Schedule, is payable in advance when you raise a dispute about goods or services with a merchant. No dispute fee is charged for:
(a)
unauthorized or fraudulent Transactions;
(b)
duplicate charges or processing errors; or
(c)
ATM withdrawals where cash was not dispensed.
14.5
The dispute fee will be refunded to your Balance if the dispute is resolved in your favor, or if the merchant refunds the Transaction while the dispute is in progress.
14.6
If a dispute is not resolved in your favor, we may, with your consent, escalate it to further stages under the Card Network rules. Additional fees for such escalation are set out in the Fee Schedule and will be refunded if the escalation is resolved in your favor.
14.7
We may provisionally credit your Balance during a dispute and reverse that credit if the dispute is resolved against you.
15Referral Program
15.1
We may offer a referral program under which you can earn rewards for inviting eligible new users. Reward rates, tiers, eligibility conditions and payment timing are set out in the App and in the referral program terms, which form part of this Agreement.
15.2
A referral code must be entered at registration and cannot be changed afterwards. Rewards are paid only for genuine referrals. Self-referrals, multiple accounts, fake or incentivized sign-ups, and any other abuse are prohibited, and we may withhold, cancel or claw back rewards obtained in breach of these rules.
15.3
Rewards are not earned on ATM withdrawals, declined, refunded or reversed Transactions. We may change or end the referral program at any time; rewards already earned in accordance with the rules then in effect will be honored.
15.4
You are responsible for any taxes on rewards you receive.
16Prohibited Use and Restricted Jurisdictions
16.1
You must not use the Services:
(a)
for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion, fraud, tax evasion or the purchase of illegal goods or services;
(b)
on behalf of, or for the benefit of, any other person;
(c)
to receive or move funds or Digital Assets derived from unlawful activity;
(d)
in a manner that may harm our systems, other users, the Card Issuer or the Card Network, including by card testing, automated access, reverse engineering or interfering with security features;
(e)
to provide your Card or Account to others for consideration (including "card rental" or "account renting"); or
(f)
in breach of these Terms or applicable law.
16.2
We may monitor Transactions to detect prohibited activity and are required by law to report certain Transactions to authorities. We may not be permitted to tell you that a report has been made.
16.3
The Services are not available to residents of Canada, or to residents of, or for use in, any jurisdiction subject to sanctions or in which we do not offer the Services, as determined by us from time to time. You must not use a VPN or other means to disguise your location.
17Suspension, Restriction and Termination
17.1
By you. You may close your Account at any time through the App or by contacting us, provided there are no pending Transactions, disputes or amounts owed. Before closing, you should withdraw your remaining Balance; after any outstanding amounts are settled, we will return any remaining Balance to an external wallet you control, subject to compliance checks and applicable fees.
17.2
By us. We may suspend, restrict or close your Account or Card, or refuse any Transaction, with or without notice where permitted by law, if:
(a)
you breach these Terms;
(b)
we are required to do so by law, a regulator, a court, the Card Issuer or the Card Network;
(c)
we suspect fraud, unauthorized use, money laundering, terrorist financing, sanctions violations or other unlawful activity;
(d)
you provided false, incomplete or misleading information;
(e)
you become a resident of Canada or of another jurisdiction where we do not offer the Services; or
(f)
we cease to offer all or part of the Services.
17.3
Where we close your Account for reasons other than (a) to (d), we will give you reasonable prior notice where reasonably possible.
17.4
Where required by law, we may hold your Balance pending investigation, or transfer it to the relevant authority. Subject to that, after closure we will return your remaining Balance to you in accordance with Section 17.1.
17.5
17.6
Inactive Cards. If no Transaction has been made with a Card for 12 consecutive months, we may cancel that Card. Cancellation of a Card does not close your Account or affect your Balance, and you may request a new Card through the App.
18Digital Asset Risks
You acknowledge and accept that:
(a)
Digital Assets are not legal tender, are not issued or guaranteed by any government or central bank, and are not covered by deposit insurance;
(b)
stablecoins depend on their issuers' reserves and redemption arrangements, which we do not control, and a stablecoin may lose its peg, be frozen, delisted or become unredeemable;
(c)
blockchain networks may experience congestion, forks, attacks or outages that delay or prevent Transactions;
(d)
laws and regulations relating to Digital Assets may change and may adversely affect the Services or the value or usability of your Digital Assets;
(e)
we do not provide investment, financial, legal or tax advice, and you are solely responsible for determining whether the Services are suitable for you and for any taxes arising from your use of the Services.
19Third-Party Services
The Services rely on third parties, including the Card Issuer, the Card Network, Custodians, blockchain networks, identity verification providers, couriers and mobile wallet providers. We are not responsible for the acts or omissions of third parties outside our reasonable control, but we will use reasonable efforts to help you resolve any issue relating to the Services.
20Intellectual Property and License
20.1
We grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the App on a device you own or control, solely for your personal use of the Services in accordance with these Terms.
20.2
All rights in the App, the ConaPay name and logo, and our content remain with us or our licensors. You must not copy, modify, distribute, reverse engineer or create derivative works from the App, except as permitted by law.
21Disclaimers and Limitation of Liability
21.1
Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including consumer protection law, or our liability for fraud, willful misconduct or gross negligence.
21.2
Subject to Section 21.1, the Services are provided on an "as is" and "as available" basis. We do not warrant that the Services will be uninterrupted, error-free or available in every location or at every merchant.
21.3
Subject to Section 21.1, we are not liable for:
(a)
any indirect, incidental, special, consequential or punitive loss, or any loss of profit, revenue, data, goodwill or opportunity;
(b)
any loss arising from a change in the value of Digital Assets;
(c)
any loss caused by your breach of these Terms, or by events outside our reasonable control, including network failures, actions of third parties, acts of government, cyber-attacks, pandemics or natural disasters; or
(d)
any refusal of a merchant or ATM to accept the Card.
21.4
Subject to Section 21.1, our total aggregate liability to you arising out of or in connection with the Agreement shall not exceed the greater of (a) the amount of the Transaction(s) giving rise to the claim and (b) the total fees you paid to us in the 12 months preceding the event giving rise to the claim. This limit does not affect your right to the return of your Balance in accordance with these Terms.
22Indemnity
To the extent permitted by law, you agree to indemnify us, our affiliates and our respective directors, officers and employees against losses, claims and reasonable costs (including legal fees) arising from your fraud, breach of these Terms, or violation of any law or third-party right.
23Changes to These Terms
23.1
We may amend these Terms from time to time. Where a change is material and adverse to you, we will give you reasonable prior notice through the App or by email before it takes effect, unless a shorter period is required by law or by the Card Issuer or the Card Network. Other changes take effect when published.
23.2
If you do not agree with a change, you may close your Account before it takes effect without paying any closure fee. If you continue to use the Services after the effective date, you will be treated as having accepted the change.
24Communications
24.1
You agree to receive all notices, disclosures and statements electronically, through the App, by email or by posting on our website. Notices are deemed received when sent or posted, unless we are notified that delivery failed.
24.2
Our records of your instructions and Transactions are evidence of their content, unless you show otherwise.
25Complaints
If you have any questions or complaints about the Services, please contact ConaPay at support@conapay.com or through in-app support.
26Governing Law and Disputes
26.1
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
26.2
Subject to Section 26.3, you and we submit to the exclusive jurisdiction of the courts of the Province of Ontario.
26.3
If you are a consumer, nothing in this Section deprives you of the protection of mandatory provisions of the consumer protection laws of your place of residence, or of any right to bring proceedings in the courts of your place of residence where such right cannot be waived under applicable law.
27General
27.1
Assignment. You may not assign or transfer your rights or obligations under the Agreement. We may assign or transfer the Agreement to an affiliate or a successor, or in connection with a change of Card Issuer, on notice to you, provided your rights are not adversely affected.
27.2
Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
27.3
No waiver. A failure or delay in exercising a right is not a waiver of that right.
27.4
Entire agreement. The Agreement is the entire agreement between you and us regarding the Services and supersedes any prior understanding.
27.5
Language. These Terms are prepared in English. Translations are provided for convenience only; in the event of any inconsistency, the English version prevails.
28Contact Us
Movaratech Inc. (ConaPay)
94 Lakeshore Road East, Unit 203, Mississauga, Ontario L5G 1E3, Canada
Email: support@conapay.com