Terms & Conditions

Magma Fintech Inc.

1. This Agreement

These Terms and Conditions (the “Terms of Services”, “Terms” or “Agreement”) form a binding agreement between Magma Fintech Inc. (hereinafter “Magma”), and each business, organization, other legal entity or individual that accesses or uses the Services (hereinafter referred to as the “User,” “you,” “Customer” or “your”). These Terms govern: (i) the access to the website https://magma.builders and all its subdomains (hereinafter the “Site” or “Website”), (ii) the access to and use of the platform made available through the Website (hereinafter the “Platform”) and (iii) any related products, software, features, content or services made available by Magma from time to time, also through its Platform (collectively, the “Services”).

Any individual or entity that accesses to the Website or uses the Platform, whether or not they have completed a registration or make use of any of the Services provided through the Platform acknowledges that they have read, understood, and agree to be bound by these Terms, together with Magma’s Privacy Policy and Data Retention Policy and any other policy and guideline (collectively, the “Policies”). You may only access or use the Platform and the Services if you agree to comply with these Terms, if you do not agree, please do not use the Platform. These Terms and the Policies constitute a legally binding and enforceable agreement between you and Magma.

By accessing or using the Platform on behalf of a legal entity, you represent and warrant that you are duly authorized to bind that entity to these Terms.

These Terms do not alter in any way the terms or conditions of any other written agreement You may have with Magma for other services.

For clarity, any additional documents referred to in this Agreement (i.e. Privacy Policy or Data Retention Policy) are not incorporated into this Agreement.

2. Where to get a copy of this Agreement

You can always see the most current version of this Agreement on Our Website.

3. Who is Magma

Magma Fintech Inc. is a Delaware Corporation with file number 10609332 (hereinafter, in addition to “Magma”, also “We”, “Us”, or “Our” as applicable) and business address in 1111B S Governors Ave STE 88027, Dover 19904, Delaware. Magma does not directly provide any financial services or advice. Magma is a registered Money Service Business (“MSB”) with the US Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under MSB Registration number: 31000333380933 in respect of its activities “Dealer in foreign exchange, Money transmitter”.

As a registered MSB, Magma (i) is able to provide foreign exchange dealing, money transferring, virtual currencies and payment services; (ii) is subject to requirements imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing.

Financial services, including cross-border payment and foreign-exchange, are provided through our regulated and licensed partners, third-party service providers, banks, trust companies, and regulated financial institutions (hereinafter the “Partners” or “Partner Institutions”). Our Partners may also include entities that sponsor, support, settle, clear, maintain accounts for, or otherwise facilitate the provision of financial services or transaction-related functionalities available through the Platform or the Services.

Magma does not itself provide banking services, money transmission, custody, escrow, deposit-taking, lending, investment advisory, brokerage, or legal services, and does not receive, hold, own, or control User’s funds. All regulated financial services are performed by Our Partners under their own licenses, terms, policies, and compliance programs. Magma does not guarantee the availability, timing, routing, settlement, execution, legality, or success of any transaction. The services provided by such Partners are subject to their respective terms and conditions, which may be amended from time to time by the relevant third parties. By accepting these Terms and using our Services, you acknowledge and agree that you are also bound by the terms and conditions of Our Partners, where applicable, as may be amended from time to time.

4. The Website is not the Services

The Website provides general information regarding Magma and its Services. The Website does not enable you to initiate or execute payments, open or maintain bank accounts, access custody services, or obtain any other regulated financial services.

The use of the Services through the Platform is available exclusively under a Master Services Agreement or other written agreement established between Magma and a client (each, a “Client Agreement”). Browsing the Site, submitting a contact request, or corresponding with us does not create a client relationship, an account, or any obligation on Magma to provide the Services, and Magma may decline to onboard any prospective client in its sole discretion. In the event of any conflict between these Terms and a Client Agreement, the Client Agreement controls with respect to the Services.

5. The Platform and the Services

Magma provides technology, workflow, data-routing, compliance enablement, automation, and related operational tools that allow the Users, through the Platform, to access payment, settlement, foreign-exchange, and related infrastructure made available through Our Partners. As already clarified in section 3, Magma does not receive, hold, own, or control funds on behalf of the User, and does not guarantee the availability, execution, routing, timing, settlement, legality, permissibility, or success of any Transaction or Service feature. All regulated payment, funds-transfer, settlement, custody, account, and other financial-service functions are performed exclusively by Partner under their own license, policies, procedures, underwriting, and compliance programs.

User’s access to certain Services may be subject to separate Partner’s terms, approvals, onboarding requirements, and ongoing compliance determinations.

Magma may provide dashboards, APIs, interfaces, automation tools, and related functionality that transmit, format, translate, route, screen, reconcile, or otherwise process data and instructions in connection with the Services. Magma acts solely as a technology and operational intermediary.

Customer hereby irrevocably authorizes Magma, in connection with the Services, to receive, access, accept, format, translate, route, relay, submit, resubmit, correct, supplement, cancel, reject, hold, sequence, prioritize, reconcile, and otherwise process payment instructions, settlement instructions, account instructions, data files, supporting documents, and other operational instructions or information submitted by or on behalf of Customer or its End Users to the Partners. Such authorization includes any actions Magma determines are necessary or appropriate to facilitate the use of the Platform or the Services, including screening, exception handling, returns processing, reconciliation, operational movement of funds between accounts maintained by the Partners, remediation of errors, prevention of fraud, compliance with Applicable Law, and satisfaction of Partners requirements. Customer ratifies and accepts all actions taken by Magma in good faith pursuant to the foregoing authorization.

Magma may add, remove, replace, suspend, or modify any Partner at any time, in its sole discretion, with or without notice. Customer acknowledges that Partners are independent third parties and that Magma is not responsible or liable for their acts, omissions, delays, decisions, outages, suspensions, or changes in terms, availability, or regulatory status. Any such changes may affect pricing, timing, feature availability, supported jurisdictions, settlement mechanics, or transaction limits, and shall not constitute a breach by Magma.

The Services, including any data, dashboards, alerts, workflow tools, automation, analytics, recommendations, do not constitute financial, banking, investment, legal, tax, accounting, compliance, foreign-exchange, or other professional advice, and do not create any deposit, custody, escrow, agency, advisory, or fiduciary relationship. Customer is solely responsible for evaluating and approving its counterparties, beneficiaries, source and destination of funds, legal and tax treatment, and the business, legal, and regulatory consequences of any Transaction or use of the Services.

Magma may modify, update, enhance, suspend, limit, discontinue, or impose conditions on any part of the Platform or the Services, including any feature, API, integration, corridor, currency, Partner Institution connection, or workflow, at any time and with or without notice, including for security, legal, regulatory, fraud-prevention, operational, commercial, technical, or Partner Institution reasons.

Magma may perform scheduled or unscheduled maintenance, deploy patches, modify interfaces, rotate credentials, or implement emergency controls without liability. Magma will use commercially reasonable efforts, where practicable, to minimize material disruption, but does not guarantee continued availability of any specific feature or functionality.

The User is solely responsible for its own systems, devices, networks, internet connectivity, API environment, credential security, identity and access management, endpoint protection, data backup, disaster recovery, and security configurations used to access or integrate with the Services. Customer is responsible for ensuring the accuracy, completeness, formatting, and security of all data, instructions, files, credentials, and integrations submitted to the Services. Magma is not liable for any loss, delay, misdirection, unauthorized access, or other issue arising from Customer’s systems, credentials, configurations, connectivity, integrations, or security failures.

6. User obligations and conditions

If the User is an individual, it must be 18 years or older to use Our Platform or Services. We may ask You at any time to provide us with proof of Your age.

If the User is a legal entity, it hereby represents and warrants that, as of the date of submitting the onboarding request: (i) the individual submitting the onboarding request, the legal entity, its directors, its shareholders, all entities and individuals forming part of its ownership and shareholder structure, and its ultimate beneficial owners (“UBOs”) are not engaged in, and will not engage in, any Prohibited Activities (a list of prohibited activities being available upon request); and (ii) the individual accessing or using the Platform or the Services on behalf of the legal entity is either its legal representative or attorney, or is otherwise duly authorized to act on behalf of the legal entity. The User shall keep access to the Platform secure and ensure that access is granted only to authorized individuals. The User shall take all reasonable measures to protect the confidentiality, security, and integrity of its login credentials. We reserve the right to request, at any time, that the User provide documentation or other evidence demonstrating that any individual acting on behalf of a legal entity has been duly authorized to act on its behalf and it is 18 years or older.

By submitting the onboarding request and accessing or using the Platform or the Services, the User represents and warrants that it has full power and authority to enter into these Terms, perform its obligations hereunder, and use the Services in each applicable jurisdiction.

We may require additional information from you at any time for verification purposes, or for other legitimate business purposes. Magma and its Partners rely on the accuracy, completeness, and currency of the information and documentation you provide in connection with the onboarding request. The Customer shall maintain complete and accurate records and supporting documentation relating to its use of the Platform and the Services and its compliance with these Terms for at least five (5) years, or such longer period as required by Applicable Law or requested by Magma or any Partner. Upon request, the Customer shall promptly provide such records in the format specified by Magma. Magma may retain compliance-related records, logs, reports, communications, and other relevant materials for as long as it deems necessary or appropriate for legal, regulatory, audit, security, operational, or business-continuity purposes.

To comply with Applicable Law, We may, at any time, require you to verify information previously provided or submit additional information or documentation as a condition of your onboarding request and your continued access to and use of the Platform and the Services.

You commit that the opening and/or using of the Platform and the Services does not violate any Applicable Laws. By agreeing to these Terms, You take responsibility for any consequences of breaching this section.

The User undertakes that it shall, during the use of the Platform and the Services, be in compliance with the mandates of OFAC, EU and UN Sanctions Offices and acknowledges that it has not directly or indirectly lent, contributed or otherwise made available funds to any of its affiliates, joint venture partners or any other person or entity for the purpose of financing the activities of any person currently subject to the OFAC Specially Designated Nationals List (SDN), Consolidated Sanctions List, the Additional OFAC Sanctions List, UN, EU and local sanctions lists as amended from time to time. Specifically, the User undertakes that both the Platform and the Services may not be (i) used for any purpose that is unlawful; (ii) used for any transaction involving any prohibited activities; (iii) provided to or used for any transaction involving an individual, organization, entity, country, or jurisdiction that is currently subject to the OFAC Specially Designated Nationals List (SDN), Consolidated Sanctions List, the Additional OFAC Sanctions List, the U.S. Department of State, UN, EU, the HMT Financial Sanctions List and the relevant local sanctions lists as amended from time to time; (iv) used or accessed by third parties who are not authorized by the User, (v) copied, modified, adapted or used to create derivative works of or republish the services; (vi) reverse engineered, decompiled, disassembled, or otherwise used to attempt to derive the source code of the services; (vii) accessed or used for purposes of comparison with or benchmarking against third party products or services or in order to build similar services or competitive services; (viii) used to gain or attempt to gain unauthorized access to the Platform; or (ix) used for any purpose not related to Your business. As mentioned before, the Customer shall use the Platform and the Services exclusively for lawful commercial purposes and in accordance with Applicable Laws, including, without limitation, applicable requirements relating to anti-money laundering, counter-terrorist financing, sanctions, anti-bribery and anti-corruption, tax, privacy, export control, consumer protection, and financial crime prevention.

The Customer represents and warrants that all funds used in connection with the Platform or the Services originate from lawful sources and are not derived from, directly or indirectly connected with, or intended to facilitate any unlawful activity, including money laundering, terrorist financing, sanctions evasion, fraud, tax evasion, bribery, corruption, or any other conduct in violation of Applicable Law.

The Customer shall bear sole responsibility for the legality and legitimacy of all transactions and related activities carried out through the Platform or the Services, including their commercial purpose, economic substance, source and destination of funds, counterparties involved, and any supporting documentation required in connection therewith.

At any time before or during the Term, Magma may request any information, certifications, records, or documentation that Magma or any Partner reasonably considers necessary or appropriate for due diligence, compliance, underwriting, security, fraud prevention, risk assessment, audit, operational support, or the continued provision of access to the Platform or the Services. Such information may include, without limitation, corporate formation documents, beneficial ownership information, source-of-funds information, financial statements, tax information, licenses, transaction-related documentation, customer or counterparty information, and written explanations of the relevant business purpose.

The Customer shall provide full cooperation to Magma and its Partners in connection with any audit, review, investigation, due diligence activity, transaction inquiry, security review, sanctions screening follow-up, dispute or chargeback review, regulatory inquiry, or compliance assessment relating to the User or the use of the Platform and the Services. Such cooperation shall include, without limitation, the prompt provision of any records, supporting documentation, system logs, explanations, certifications, and other information reasonably requested by Magma or its Partners. The Customer expressly authorizes Magma to disclose the results of any such review to Partners, service providers, regulators, governmental authorities, and law enforcement bodies, as Magma deems necessary or appropriate.

In addition, the Customer shall notify Magma without undue delay, and in any event within five (5) Business Days, of any actual, anticipated, or proposed change affecting its ownership structure, control, UBOs, management, directors, attorneys, business activities, jurisdictions of operation, source of funds, transaction profile, regulatory status, litigation status, insolvency status, or any other circumstance that may materially affect the User’s risk profile and its consequence eligibility to access or use the Platform or the Services. In connection with any such change, Magma may, at its discretion, conduct additional due diligence, re-verify information, impose conditions, restrict, suspend, or terminate the User’s access to the Platform or the Services.

The Customer represents, warrants, and covenants on an ongoing basis that neither Customer its directors, its shareholders, all entities and individuals forming part of its ownership and shareholder structure, Authorized Users or persons acting on its behalf and its UBOs is subject to the OFAC Specially Designated Nationals List (SDN), Consolidated Sanctions List, the Additional OFAC Sanctions List, the U.S. Department of State, UN, EU, the HMT Financial Sanctions List and the relevant local sanctions lists, or located, organized, resident, or operating in a comprehensively sanctioned or embargoed jurisdiction, except to the extent expressly disclosed to and approved in writing by Magma.

The Customer shall notify Magma immediately upon any change that causes or could cause this representation to become inaccurate.

Magma may terminate the User access to the Platform or to the Services if We believe that the User is engaged in any prohibited activities or otherwise as determined in Magma sole discretion.

Magma may update the list of prohibited activities from time to time, at its sole discretion.

Without limiting any other rights or remedies available under these Terms or Applicable Law, Magma may, at any time and without prior notice, reject, suspend, delay, or cancel any transaction, activity of the User or suspend or terminate the User’s access to the Platform or the Services, if: (i) Magma reasonably believes that the User has breached these Terms, the Anti-Money Laundering Policy (“AML Policy”), the Compliance Policy, or any other Magma’s applicable Policy; (ii) such action is required or reasonably requested under the Applicable Law or pursuant to any order, direction, or request issued by a competent governmental, regulatory, judicial, or law enforcement authority; (iii) Magma identifies or reasonably suspects any suspicious, fraudulent, unauthorized, or unlawful activity, including any actual or attempted unauthorized access to the Platform or the Services; or (iv) the Customer fails to comply with any obligation set out in this section, including by failing to provide requested information or documentation, or otherwise preventing Magma from completing any onboarding, verification, due diligence, monitoring, or compliance process.

7. Compliance

Magma maintains and operates compliance, risk management, fraud prevention, sanctions screening, and due diligence programs intended to support Magma’s and its Partners’ compliance obligations under Applicable Law and applicable internal Policies.

As part of its obligations under these Terms, the Customer shall fully cooperate with all onboarding, due diligence, underwriting, screening, monitoring, verification, audit, review, and remediation processes and requirements applicable to the User’s access to or use of the Platform and the Services.

The Customer represents and warrants that all information, records, certifications, and other materials provided to Magma or any Partner are true, complete, accurate, current, and not misleading in any respect, and the Customer undertakes to promptly update such information as necessary to ensure its continued accuracy.

Magma reserves the right, at onboarding and at any time during the Term, to request any information, documentation, or supporting evidence that Magma or any Partner deems necessary or appropriate for due diligence, underwriting, sanctions screening, fraud prevention, transaction monitoring and review, security, audit, operational support, or compliance with Applicable Law and internal Policies. Such requests may include, without limitation, formation documents, beneficial ownership certifications, ownership and control structures, financial statements, bank statements, source-of-funds and source-of-wealth information, tax documentation, licensing materials, transaction support documents, invoices, counterparty information, and written explanations regarding the purpose and nature of the relevant activities.

As already mentioned above, where Magma identifies, reasonably suspects, or determines the existence of any sanctions concern, watchlist match, adverse media issue, fraud indicator, compliance exception, data inconsistency, unusual activity, elevated-risk pattern, or other risk-related concern, Magma reserves the right, at its sole discretion and without notice or liability, to suspend, reject, cancel, delay, return, reverse (where technically and legally feasible), condition, or place a hold on any activity, Transaction, or Customer access to the Platform or the Services. Magma may further conduct enhanced due diligence, impose reserves, limits, or additional requirements, and request any further information, documentation, or certifications deemed necessary until such concern has been resolved to Magma’s satisfaction or that of the relevant Partner. The Customer acknowledges and agrees that such measures may be required pursuant to Applicable Law, internal Policies, or Partner requirements. Magma shall not be liable for any delay, rejection, loss, market impact, interruption of business, or other consequence resulting from the implementation of such measures.

Magma reserves the right to disclose, transmit, or otherwise provide access to Customer Data, transaction-related information, compliance-related information, and supporting materials to its Partners, insurers, regulators, tax authorities, law enforcement authorities, and other competent third parties, as Magma considers necessary or appropriate for onboarding, provision and operation of the Services, payment processing, screening, sanctions compliance, fraud prevention, settlement, reconciliation, operational support, recordkeeping, dispute resolution, security, audit, insurance purposes, compliance with Applicable Law, or the exercise or enforcement of Magma’s rights under these Terms. The Customer hereby consents to such disclosures and agrees that no additional notice shall be required, except to the extent such notice cannot be waived under Applicable Law.

Any failure by the Customer to comply with this section, any delay or failure to provide information requested by Magma, any inability to verify Customer information, or any red flag, risk indicator, or compliance concern identified by Magma or any Partner may result, at Magma’s sole discretion and without liability, in delayed onboarding, refusal or cancellation of any activity, the performance of enhanced due diligence, the imposition of service restrictions or suspension of access to the Services, termination of access to the Platform, disclosure of relevant information to Partners, and notifications to regulators, tax authorities, law enforcement authorities, or other competent third parties where Magma deems such actions necessary or appropriate.

In carrying out due diligence, monitoring, screening, and risk assessment activities, Magma may rely on internal criteria, models, scoring methodologies, vendor tools, and Partner requirements. The Customer acknowledges and agrees that Magma is under no obligation to disclose the existence, nature, methodology, operation, parameters, or weighting of any such criteria, models, methodologies, tools, or processes.

8. Partners

As already set out in section 3, all payment, conversion, settlement, custody, and other regulated services made available through the Platform or the Services are provided exclusively by one or more Partners, each acting pursuant to its own licenses, authorizations, policies, procedures, and compliance programs. Magma may, at its sole discretion, designate, replace, add, or remove any Partner from time to time, as necessary for the provision of the Services.

Magma does not represent or warrant that any particular Partner will remain available, continue to provide services, or maintain any specific relationship with Magma for any given period of time.

All Transactions processed through the Platform or the Services are executed exclusively through the accounts, systems, and financial infrastructure of the relevant Partner. The receipt, transfer, holding, custody, conversion, and settlement of Customer funds are performed solely by the relevant Partner. Magma does not, at any time, receive, hold, own, control, or acquire any legal or beneficial interest in Customer funds and does not act as a bank, payment institution, electronic money institution, custodian, escrow agent, trustee, fiduciary, or other regulated financial intermediary in relation to such funds. The movement and settlement of funds, the availability of funds, and the finality of payments are governed exclusively by these Terms, operational procedures, and regulatory requirements applicable to the relevant Partner and the underlying payment and financial infrastructure.

Each Partner shall be solely responsible for ensuring compliance with all licensing, reporting, transaction monitoring, sanctions, custody, settlement, and other regulatory obligations applicable to the services it provides. For its own risk management, vendor management, commercial, contractual, or compliance purposes, Magma may review certifications, reports, audit materials, alerts, investigations, and other information made available by a Partner, and may request additional information, documentation, or reviews where permitted under the applicable contractual arrangements. Any such monitoring, review, audit, or information request conducted by Magma is performed exclusively for Magma’s own internal purposes and shall not create any obligation, representation, warranty, guarantee, or liability on the part of Magma with respect to any Partner’s compliance, actions, omissions, financial condition, licensing status, or performance.

The Customer expressly authorizes Magma and its Partners to disclose, transfer, access, receive, use, and otherwise process Customer Data, transaction-related information, supporting documentation, and related records with and through Partners, to the extent Magma considers such processing necessary or appropriate for onboarding, payment execution, screening, fraud prevention, settlement, reconciliation, exception management, dispute resolution, recordkeeping, security, and compliance with applicable legal and regulatory requirements. Magma shall use commercially reasonable efforts to ensure that its Partners are subject to appropriate confidentiality, security, and data protection obligations, as determined by Magma in its sole discretion and taking into account the applicable contractual and operational arrangements.

The Customer agrees to comply with all policies, terms, onboarding requirements, transaction limits, procedures, and operational rules imposed by any applicable Partner, as communicated by Magma from time to time.

To the fullest extent permitted by Applicable Law, the Customer assumes all risks arising from or relating to the acts, omissions, delays, insolvency, de-risking decisions, service interruptions, restrictions, or compliance determinations of any Partner.

9. Prohibited and restricted activities

The Customer shall not access or use the Platform or the Services, directly or indirectly, for any unlawful, unauthorized, deceptive, misleading, fraudulent, abusive, prohibited, or otherwise high-risk purpose, or for any activity that Magma or any Partner reasonably determines may expose Magma, its Partners, or the Services to legal, regulatory, sanctions, fraud, credit, operational, reputational, commercial, or policy risks (hereafter “Prohibited Activities”).

Prohibited Activities include any unlawful activities, as well as any activities that, although lawful, are expressly prohibited by Magma under these Terms, Partners requirements, or applicable internal policies, a list of Prohibited Activities being available upon request.

The Customer shall not disguise, structure, split, conceal, omit, misstate, or otherwise misrepresent the nature, purpose, amount, source, destination, ownership, counterparty, beneficiary, or economic substance of any Transaction, account, relationship, or business activity conducted through the Platform or the Services.

Magma reserves the right, at any time and in its sole discretion, to reject, suspend, delay, cancel, reverse (where feasible), restrict, condition, investigate, or terminate any Transaction or the Customer’s access to the Platform or the Services where Magma or any Partner reasonably believes that a Transaction, activity, or any information provided by the Customer is inaccurate, incomplete, misleading, inconsistent with the Customer’s risk profile, or otherwise gives rise to legal, regulatory, sanctions, fraud, financial crime, credit, operational, reputational, or compliance concerns.

The Customer shall not access or use the Platform or the Services, directly or indirectly, in connection with any jurisdiction, person, entity, vessel, digital wallet, beneficial owner, intermediary, or Transaction that is subject to sanctions, embargoes, asset-freezing measures, or other restrictions imposed under any sanctions laws or regulations applicable to Magma or its Partners, including those administered or enforced by the OFAC, the U.S. Department of State, the United Nations, the European Union, or any other competent sanctions authority. This prohibition extends to Transactions involving sanctioned parties, whether directly or indirectly, including through ownership or control structures, facilitation, routing arrangements, transshipment, nested relationships, or any other form of indirect involvement.

The Customer shall not, and shall not permit any third party to, directly or indirectly: (i) interfere with, circumvent, disable, or otherwise compromise the security, integrity, availability, monitoring, access controls, fraud prevention, or compliance mechanisms of the Platform or the Services; (ii) access, or attempt to access, any systems, accounts, credentials, APIs, networks, or data without proper authorization; (iii) reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover or derive the source code, underlying technology, algorithms, methodologies, or other proprietary elements of the Platform or the Services, except to the extent such restriction is prohibited by Applicable Law; (iv) use bots, automated tools, scraping technologies, or other automated means to access or interact with the Platform or the Services, except as expressly authorized by Magma in writing; (v) introduce malware, malicious code, viruses, denial-of-service attacks, or any other harmful or disruptive code or material; or (vi) use the Platform, the Services, or any related documentation or information to develop, benchmark, or support any competing product or service.

Unless expressly authorized in writing by Magma, the Customer shall not use the Platform or the Services to provide or facilitate any regulated payment or financial service on behalf of, or for the benefit of, any third party, including payment processing, money transmission, correspondent services, wallet or stored-value services, marketplace settlement, or any similar regulated activity.

Unless expressly authorized in writing by Magma, the Customer shall not use the Platform or the Services in connection with virtual assets, digital assets, stablecoins, tokenized assets, blockchain-based settlement, or any other similar distributed ledger technology activity.

10. Intellectual Property

All rights, title, and interest in and to the Platform and the Services, including all related intellectual property and proprietary rights, shall remain exclusively owned by Magma and, where applicable, its licensors and Partners. Such rights include, without limitation, all software, technology, APIs, interfaces, data structures, databases, systems, models, algorithms, workflows, methodologies, documentation, trademarks, trade names, know-how, and any other materials, together with all modifications, improvements, updates, enhancements, and derivative works thereof.

Except for the limited rights expressly granted to the Customer under these Terms, no other rights, licenses, or interests in or to the Platform, the Services, or any related intellectual property are granted or transferred to the Customer, whether expressly, implicitly, by operation of law, or otherwise.

Unless otherwise agreed in writing with Magma, the Customer is not granted any right or license to use Magma’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand elements. The Customer shall not use any trademark, service mark, trade name, logo, or other branding element of Magma or any third party in connection with the Platform or the Services in a manner that may create, or is intended to create, confusion regarding ownership, affiliation, sponsorship, or authorization, unless expressly approved in writing by Magma or the relevant rights holder.

Nothing in these Terms transfers ownership of Customer Data to Magma, and the Customer retains all rights, title, and interest it may have in and to such Customer Data. The Customer grants Magma and its Partners a worldwide, non-exclusive, royalty-free, transferable, and sublicensable right to access, host, store, reproduce, use, process, transmit, and disclose Customer Data, Transaction Data, Usage Data, and related information to the extent necessary or appropriate to provide, operate, secure, maintain, support, monitor, test, audit, and improve the Platform and the Services, as well as to develop and maintain related systems, technologies, analytics, compliance processes, and operational capabilities.

Magma may also use and disclose such data as necessary to comply with Applicable Law, regulatory requirements, tax obligations, audit requirements, insurance requirements, contractual obligations, and internal policies. Nothing in these Terms limits Magma’s right to create, use, retain, disclose, and commercialize Aggregated Data, De-Identified Data, Usage Data, derivative data, analytics, benchmarks, insights, and other information that does not reasonably identify the Customer or any individual.

Magma owns all Usage Data, telemetry, operational metadata, performance metrics, logs, diagnostics, and analytics generated from or relating to the operation or use of the Services.

11. Termination, Suspension and consequences

Magma may terminate these Terms and, as a consequence, the User access to or use of the Platform or the Services at any time by providing notice to the Customer. The Customer may terminate these Terms by ceasing all access to and use of the Platform and the Services and, where applicable, providing at least thirty days’ prior written notice to Magma.

Termination by the Customer shall not affect any accrued payment obligations, minimum commitments, implementation fees, pass-through costs, or any other amounts payable by the Customer up to the effective date of termination.

Magma may, at any time and with or without prior notice, suspend, restrict, condition, or terminate the Customer’s access to or use of the Platform or the Services, or any part thereof, including any account, feature, API credential, integration, or Transaction, where Magma or any Partner reasonably determines that: (i) the Customer has breached these Terms or any related agreement; (ii) the Customer has failed to provide information, documentation, or cooperation reasonably requested by Magma in connection with onboarding, due diligence, compliance, security, audit, operational, or risk-management processes; (iii) any information provided by the Customer is inaccurate, incomplete, outdated, misleading, or cannot be verified; (iv) continued access to or use of the Platform or the Services would conflict with Magma’s or its Partners’ legal, regulatory, contractual, compliance, security, operational, commercial, or risk-management obligations, requirements, or policies; or (v) such action is required, requested, or considered appropriate by any governmental authority, regulator, Partner, or other competent authority.

Magma may also suspend or terminate the Customer’s access to or use of the Platform or the Services if any Partner ceases to support the Customer, the relevant use case, jurisdiction, corridor, business model, or Transaction type, or imposes requirements or conditions that Magma elects not to accept.

Upon suspension, expiration, or termination, the Customer shall immediately cease all access to and use of the Platform or the Services, and any rights or licenses granted to the Customer under these Terms shall automatically terminate. Magma may disable or revoke any account, credential, API access, integration, or other access mechanism without liability.

Unless expressly agreed otherwise in writing or required by Applicable Law, termination shall not require Magma to provide transition services, continued access to the Platform or the Services, data export, migration assistance, or ongoing support.

Magma may retain Customer Data, Transaction data, logs, audit records, screening results, reports, communications, backups, system records, and other relevant information for as long as reasonably necessary or advisable for legal, regulatory, tax, audit, insurance, security, fraud-prevention, dispute-resolution, business-continuity, contractual, operational, analytical, product-development, or Partner-related purposes.

To the fullest extent permitted by Applicable Law, Magma shall not be liable for any loss, damage, cost, expense, delay, market movement, foreign exchange impact, loss of profit, loss of business opportunity, business interruption, loss of goodwill, or other consequence arising from or relating to any onboarding decision, suspension, restriction, condition, termination, Transaction refusal, delay, cancellation, reversal, or discontinuation of access to or use of the Platform or the Services, where such action is taken in accordance with these Terms or based on Magma’s or its Partners’ regulatory, contractual, security, operational, commercial, compliance, or risk-management considerations.

Suspension or termination shall not entitle the Customer to any refund, credit, offset, or reimbursement of fees, charges, or pass-through costs, except to the extent expressly required by Applicable Law or agreed by Magma in writing.

Magma may delay the effectiveness of termination or maintain limited access to or use of the Platform or the Services for a reasonable period following termination in order to complete, reconcile, or address pending Transactions, returns, reversals, chargebacks, investigations, sanctions reviews, disputes, reserve calculations, or other outstanding matters.

Magma’s rights to establish or maintain reserves, withhold amounts, deduct, debit, or set off amounts owed by the Customer shall survive termination until all obligations, liabilities, contingencies, and applicable exposure periods have been fully resolved.

Following suspension or termination, Magma shall have no obligation to restore access to or use of the Platform or the Services or to re-onboard the Customer. Any reinstatement shall be subject to Magma’s then-current policies, diligence requirements, commercial terms, and applicable Partner approvals.

12. Limitation of Liability

As already clarified, Magma provides access to and use of the Platform and to the Services but does not, itself, perform the regulated financial services made available through the Platform. Payment execution, settlement, custody, currency conversion, safeguarding of funds, and any other regulated financial activity are performed exclusively by the relevant Partner in accordance with its own licences, procedures, and regulatory obligations. Accordingly, Magma shall not be responsible for the acts, omissions, decisions, delays, restrictions, or performance of any Partner, nor for any service provided directly by a Partner.

To the fullest extent permitted by Applicable Law, Magma shall be liable only for losses directly resulting from its breach of these Terms. Magma shall not be liable for any indirect, incidental, consequential loss, special, exemplary, or punitive loss or damage, or for any loss of profit, revenue, business opportunity, goodwill, anticipated savings, data, reputation, market value, foreign exchange fluctuations, or business interruption, whether arising in contract, tort (including negligence), statute, or otherwise, even if Magma had been advised of the possibility of such losses.

Without limiting the foregoing, Magma shall not be liable for any loss, delay, interruption, rejection, reversal, restriction, or failure arising from: (i) any act, omission, decision, requirement, or delay of any Partner, regulator, governmental authority, payment network, vendor, or other third party outside Magma’s reasonable control; (ii) any Force Majeure Event; (iii) inaccurate, incomplete, fraudulent, unauthorized, duplicated, or compromised instructions, credentials, API keys, files, data, approvals, or communications originating from, or appearing to originate from, the Customer, its systems or any third party acting on its behalf; (iv) any onboarding decision, compliance review, sanctions screening, reserve requirement, Transaction rejection, hold, return, reversal, account restriction, or other measure adopted by Magma or any Partner in accordance with these Terms, Applicable Law, or their respective compliance or risk-management obligations.

Except to the extent prohibited by Applicable Law, Magma shall not be liable for any security incident, unauthorized access, loss, corruption, or disclosure of Customer Data unless such event results directly from Magma’s gross negligence or wilful misconduct, as finally determined by a court of competent jurisdiction.

To the fullest extent permitted by Applicable Law, Magma’s aggregate liability arising out of or in connection with the Platform, the Services, these Terms, or any Transaction shall not exceed the lesser of: (i) the total fees paid or payable by the Customer to Magma for the relevant Services during the three months preceding the event giving rise to the claim; or (ii) USD 50,000. This limitation applies to the aggregate of all claims arising out of the same or related facts or circumstances, irrespective of the legal basis on which such claims are brought.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under the Applicable Law.

The Customer acknowledges that the limitations and exclusions of liability set out in this Section are reasonable in light of the nature of the Platform and the Services, reflect the allocation of responsibilities and risks between the parties, and constitute an essential basis upon which Magma has agreed to make the Platform and the Services available.

The Customer shall indemnify and hold harmless Magma, its Partners, and their respective directors, officers, employees, agents, attorneys and representatives from and against any losses, liabilities, damages, costs, expenses, fines, penalties, or claims (including reasonable legal fees) arising out of or relating to: (i) the Customer’s breach of these Terms or Applicable Law; (ii) the Customer’s business activities or use of the Platform or the Services; (iii) any Transaction initiated, submitted, or authorized by or on behalf of the Customer; (iv) any fraud, sanctions, money laundering activity, tax, privacy, licensing, consumer protection, or other regulatory matter attributable to the Customer, its business, its counterparties, or activities; or (v) any allegation that Customer Data or other materials supplied by the Customer infringe or otherwise violate the rights of any third party.

The Customer shall promptly reimburse Magma for any indemnifiable loss, liability, cost, or expense incurred in connection with such claims and shall cooperate fully with Magma in the defence or settlement of any related matter.

Any claim arising out of or relating to the Platform, the Services, or these Terms must be brought within one year from the date on which the relevant cause of action arose. To the fullest extent permitted by Applicable Law, any claim not brought within that period shall be permanently barred.

Except where otherwise required by Applicable Law, the remedies expressly provided under these Terms constitute the Customer’s exclusive remedies in relation to the Platform, the Services, and these Terms. Any damages recoverable from Magma shall be reduced to the extent they result from the Customer’s acts or omissions, inaccurate information, failure to mitigate losses, deficiencies in internal controls, or the acts or omissions of the Customer’s representatives, counterparties, vendors, or other third parties acting on its behalf.

13. Definitions

“Aggregated Data” means data, statistics, metrics, benchmarks, and analytics derived from the use of the Services that are combined with other data and do not identify Customer or any individual.

“Applicable Law” means any and all applicable federal, state, local, and foreign laws, statutes, ordinances, regulations, rules, regulatory guidance, supervisory requirements, consent orders, judgments, decrees, sanctions programs, payment-network rules, and legally binding requirements of governmental authorities, central banks, self-regulatory organizations, or regulatory agencies, in each case as applicable to Magma any Partner or Customer’s access to or use of the Platform and the Services.

“Confidential Information” means any non-public information disclosed by or on behalf of one party to the other party that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including business, technical, financial, security, product, and operational information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) was lawfully known to the receiving party without restriction before disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed without use of the disclosing party’s Confidential Information; or (v) constitutes Aggregated Data, De-Identified Data, usage analytics, system performance metrics, or residual knowledge retained in the unaided memory of the receiving party’s personnel.

“Customer Data” means all data, content, materials, records, files, documents, information, prompts, inputs, API calls, instructions, transaction-related information, account information, beneficiary information, end-user information, usage data, and other data or information that is submitted, uploaded, transmitted, generated, provided, accessed, or otherwise made available by or on behalf of Customer, any Authorized User, or any End User in connection with the Services. Customer Data does not include Aggregated Data, De-Identified Data, system logs, analytics, telemetry, benchmark data, model learnings, or any data derived from Customer Data that does not identify Customer or any natural person.

“De-Identified Data” means data that has been anonymized, de-identified, transformed, masked, or otherwise processed so that it does not reasonably identify Customer, any Authorized User, End User, or any natural person.

“Documentation” means the user guides, technical specifications, API documentation, implementation materials, onboarding instructions, policies, and other materials that Magma makes available for the Services, as updated by Magma from time to time.

“Force Majeure Event” means any event or circumstance beyond a party’s reasonable control that prevents, delays, or impairs performance, including acts of God, natural disasters, flood, fire, earthquake, war, terrorism, civil unrest, labor disputes, epidemic, pandemic, public-health emergency, cyberattack, denial-of-service event, utility failure, telecommunications failure, internet disruption, software or infrastructure outage, failure or delay of a Partner Institution, bank, correspondent bank, payment network, vendor, or service provider, and any act of government, regulator, court, or military authority.

“Partner” means any bank, sponsor bank, trust company, payment processor, money transmitter, foreign-exchange provider, settlement provider, custody provider, regulated financial institution, or other third-party service provider or infrastructure participant that Magma makes available, integrates with, or utilizes in connection with the Services or any Transaction. For the purpose of the Terms, “sponsor bank” means any bank, trust company, or other regulated financial institution that sponsors, supports, settles, clears, holds accounts for, or otherwise participates in the provision of financial services or Transaction-related functionality made available through the Services.

“Platform” means Magma’s platform available through the Website that allow the Customers to use the Services.

“Prohibited Activities” means any activity carried out through, facilitated by, or otherwise related to the Platform or the Services that (i) violates Applicable Law; (ii) is deceptive, misleading, fraudulent, abusive, or otherwise improper; or (iii) although lawful, is considered by Magma or any Partner, acting reasonably, to present an unacceptable risk or potential exposure, including legal, regulatory, sanctions, fraud, credit, operational, reputational, commercial, or policy risks.

“Services” means Magma’s software, APIs, dashboards, documentation, artificial-intelligence and machine-learning features, workflow tools, analytics, reconciliation tools, compliance enablement tools, integrations, support services, and related technology and operational functionality made available by Magma from time to time, also, without limitation, through the Platform.

“Transaction” means any requested, attempted, initiated, submitted, screened, routed, queued, approved, rejected, canceled, reversed, pending, processed, settled, or completed payment, transfer, conversion, funding, settlement, reconciliation, or related instruction or operation submitted through or in connection with the Services.

“Usage Data” means technical logs, telemetry, metadata, activity data, performance metrics, diagnostic information, and other information relating to Customer’s access to or use of the Services.

14. Governing Law and General Provisions

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Transaction shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods and any similar law, rule, or treaty.

Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, the Services, or any Transaction, including any question regarding their existence, validity, interpretation, performance, breach, or termination, shall be finally resolved by arbitration administered by the Milan Chamber of Arbitration (Camera Arbitrale di Milano – CAM), a special agency of the Milan Chamber of Commerce (Camera di Commercio di Milano Monza Brianza Lodi), in accordance with its Arbitration Rules in force at the time the request for arbitration is submitted.

The arbitral tribunal shall consist of a sole arbitrator. The seat of arbitration shall be Milan, Italy. The arbitration proceedings shall be conducted in English.

Nothing in this Section shall prevent Magma from seeking interim, provisional, conservatory, or injunctive relief before any court of competent jurisdiction, including for the protection of confidential information, intellectual property rights, data, or the recovery of undisputed amounts. The exercise of any such right shall not constitute a waiver of this arbitration agreement.

The arbitration proceedings, all submissions, evidence, documents, and awards shall remain confidential, except to the extent disclosure is required by Applicable Law, regulatory requirements, audit, insurance, financing arrangements, enforcement of the award, or other legitimate business purposes.