1.  INTRODUCTION AND ACCEPTANCE

These Terms and Conditions of Use (“Terms”) constitute a legally binding agreement between Dagur America Inc., doing business as DagurPay (“DagurPay,” “Company,” “we,” “us,” or “our”), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 109 S William St., 1st Floor, Newburgh, New York 12550, and the institutional entity accessing or using the Services (“Client,” “you,” or “your”). DagurPay is registered as a Money Services Business (“MSB”) with the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury, operates under the  money transmission license of SSB Bank, and is in the process of obtaining its own registrations or licenses to conduct money transmission activities in certain U.S. states, including the State of Florida.

By accessing the DagurPay website, application programming interfaces (“APIs”), platform, or any related services (collectively, the “Services”), or by executing a Master Service Agreement, Institutional Services Agreement, or similar agreement referencing these Terms, Client agrees to be bound by these Terms, DagurPay’s Privacy Policy, and, where applicable, the Anti-Money Laundering and Sanctions Compliance Summary set forth in Appendix A. If Client does not agree to these Terms, Client must not access or use the Services.

These Terms apply in conjunction with, and do not replace, any Master Service Agreement, correspondent agreement, or other written agreement executed between DagurPay and Client (each, a “Services Agreement”). In the event of a direct conflict between these Terms and an executed Services Agreement, the Services Agreement shall control with respect to the specific matter in conflict.

2. INSTITUTIONAL SERVICES ONLY; ELIGIBILITY

2.1 No Consumer Services. The Services are designed and offered exclusively to duly organized business entities, financial institutions, and other institutional and commercial clients acting in a business capacity (“Institutional Clients”). DagurPay does not offer the Services to individual consumers for personal, family, or household purposes, and nothing in these Terms shall be construed as offering a consumer financial product or service.

2.2 Eligibility Requirements. To use the Services, Client represents and warrants that it: (a) is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) is duly licensed, registered, or otherwise authorized to conduct its business, including, where applicable, as a money services business, licensed money transmitter, or similarly regulated entity; (c) has full corporate power and authority to enter into and perform its obligations under these Terms; and (d) has authorized the individual accepting these Terms on its behalf to bind Client.

2.3 Ineligible Persons. DagurPay will not knowingly provide Services to any person or entity that: (a) is organized, located, or resident in a jurisdiction subject to comprehensive U.S. sanctions; (b) appears on the OFAC Specially Designated Nationals and Blocked Persons List or any other applicable sanctions, watch, or debarment list; or (c) is unable to satisfy DagurPay’s onboarding, due diligence, or risk requirements, d) their business activities fall outside the activities permitted under the sponsorship model through which Dagur America Inc. operates.

3. REGULATORY STATUS AND DISCLOSURES

3.1DagurPay is registered with FinCEN as a Money Services Business. FinCEN registration does not constitute an endorsement, approval, or guarantee by FinCEN or any other federal agency of DagurPay or its Services.

3.2 State Licensing. Notwithstanding the foregoing, Dagur America Inc. has a sponsorship arrangement that enables it to provide MSB and MTL services across all 50 states.

3.3 Not a Bank; No Deposit Insurance. DagurPay is not a bank, and the Services are not bank accounts. Funds held or transmitted by DagurPay are not deposits and are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental deposit insurance scheme.

3.4 No Investment or Fiduciary Relationship. The Services do not constitute investment advice, brokerage services, or any fiduciary relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between DagurPay and Client.

4. ONBOARDING, KYB/KYC, AND ONGOING DUE DILIGENCE

4.1 Know-Your-Business/Know-Your-Customer. Prior to using the Services, Client must complete DagurPay’s onboarding process, which includes, without limitation, submission of: (a) corporate formation and governance documents; (b) beneficial ownership information for any individual owning twenty-five percent (25%) or more of Client, or as otherwise required by law; (c) identification documents for beneficial owners, directors, and authorized representatives; (d) taxpayer identification information; (e) banking and settlement account information; and (f) such compliance policies, financial statements, or other information as DagurPay may reasonably request.

4.2 Ongoing Monitoring. DagurPay may conduct periodic reviews, request updated documentation, and re-verify Client’s information at any time throughout the relationship, consistent with a risk-based approach to customer due diligence.

4.3 Right to Refuse, Suspend, or Terminate. DagurPay may, in its sole discretion, refuse to onboard, decline a transaction, or suspend or terminate access to the Services where DagurPay identifies regulatory, compliance, reputational, or risk concerns, including where required by Applicable Law (as defined below).

5. DESCRIPTION OF SERVICES

DagurPay provides technology-enabled cross-border payment and financial infrastructure services across fifty (50) states to Institutional Clients, which may include, as applicable and subject to an executed Services Agreement: (a) institutional and B2B payment processing; (b) cross-border payment facilitation and disbursement to beneficiaries; (c) API-based transaction initiation, tracking, and reporting; (d) virtual account functionality for the receipt, allocation, and reconciliation of funds; (e) foreign exchange conversion where available; and (f) transaction monitoring, reporting, and reconciliation support. Virtual accounts are a payment functionality and do not constitute a separate deposit account held by or for the benefit of Client unless expressly agreed otherwise in writing. The availability of any Service, corridor, currency, or settlement method is subject to Applicable Law, DagurPay’s banking and third-party relationships, and DagurPay’s internal risk and compliance policies, and may be modified, suspended, or discontinued as reasonably necessary to comply with the foregoing.

6. CLIENT REPRESENTATIONS, WARRANTIES, AND COMPLIANCE OBLIGATIONS

6.1 Regulatory Compliance. Client represents, warrants, and covenants that it complies, and will continue to comply, with all applicable federal, state, and, where relevant, foreign laws and regulations (“Applicable Law”), including without limitation: the Bank Secrecy Act, 31 U.S.C. § 5311 et seq. (“BSA”); the USA PATRIOT Act; regulations administered by the Office of Foreign Assets Control (“OFAC”); applicable state money transmission and financial services laws; and applicable tax reporting obligations.

6.2 Client AML Program. Client shall maintain and enforce an AML/sanctions compliance program appropriate to the nature of its business, including screening its own customers and counterparties against OFAC and other applicable sanctions lists, and shall promptly provide DagurPay with information reasonably requested to support DagurPay’s compliance obligations.

6.3 Accurate Information. Client shall ensure that all information and payment instructions submitted to DagurPay are true, complete, and accurate, and shall promptly notify DagurPay of any change to such information.

7. PROHIBITED ACTIVITIES

Client shall not use, and shall not permit any third party to use, the Services to: (a) facilitate money laundering, terrorist financing, or proliferation financing; (b) engage in fraud, deceptive practices, or unlawful gambling; (c) process transactions involving sanctioned persons, entities, or jurisdictions; (d) evade or attempt to circumvent transaction monitoring, reporting, or sanctions controls, including through structuring; (e) transmit funds on behalf of individual consumers for personal, family, or household purposes; or (f) engage in any activity that violates Applicable Law or that DagurPay reasonably determines poses undue legal, regulatory, or reputational risk.

8. FEES, SETTLEMENT, AND FOREIGN EXCHANGE

8.1 Fees for the Services are set forth in the applicable Services Agreement or fee schedule agreed with Client.

8.2 DagurPay may deduct applicable fees, chargebacks, reversals, penalties, or regulatory assessments from settlement funds, and will be disclosed on the client receipt.

8.3 DagurPay may hold, delay, or decline settlement where required by Applicable Law, a Services Agreement, or DagurPay’s risk management procedures.

9. ANTI-MONEY LAUNDERING AND SANCTIONS COMPLIANCE

9.1 DagurPay maintains a written, risk-based Anti-Money Laundering (“AML”) and sanctions compliance program consistent with the BSA, the USA PATRIOT Act, FinCEN regulations, and OFAC sanctions programs, including a designated BSA/AML Compliance Officer, customer due diligence and enhanced due diligence procedures, sanctions screening, transaction monitoring, and suspicious activity reporting. A summary of this program is set forth in Appendix A.

9.2 DagurPay may file Suspicious Activity Reports (“SARs”) or other required regulatory filings without notice to Client, and Client acknowledges that federal law prohibits DagurPay from disclosing the existence or contents of any SAR.

9.3 DagurPay may reject, delay, suspend, or terminate any transaction or Service where DagurPay reasonably believes such action is necessary to comply with Applicable Law or its compliance obligations, without liability to Client.

10. DATA PROTECTION AND RECORD RETENTION

10.1 DagurPay processes personal and business information in accordance with its Privacy Policy, published on DagurPay’s website, which is incorporated into these Terms by reference.

10.2 DagurPay retains transaction and identity records for a minimum of five (5) years from the date of the transaction or termination of the relationship, or such longer period as required by Applicable Law.

10.3 Client consents to DagurPay’s disclosure of Client and transaction information to bank and financial institution partners, regulators, and law enforcement authorities as required or permitted by Applicable Law.

11. INTELLECTUAL PROPERTY

All intellectual property rights in and to the Services, including the DagurPay platform, APIs, software, trademarks, and documentation, are and shall remain the exclusive property of DagurPay or its licensors. Client is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for its lawful internal business purposes during the term of the applicable Services Agreement. Clients shall not reverse engineer or decompile the Services, copy proprietary materials, or attempt to circumvent any security control of the Services.

12. CONFIDENTIALITY

Each party shall maintain the confidentiality of non-public, proprietary, or sensitive information disclosed by the other party in connection with the Services, and shall use such information solely for purposes of performing its obligations hereunder, except as required by Applicable Law or a regulatory authority. This obligation shall survive termination of these Terms.

13. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM

EXTENT     PERMITTED    BY    APPLICABLE    LAW,    DAGURPAY                 DISCLAIMS ALL

WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) DAGURPAY

SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (B) DAGURPAY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO DAGURPAY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

15. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless DagurPay, its affiliates, officers, directors, and employees from and against any and all claims, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of these Terms; (b) Client’s violation of Applicable Law, including AML, sanctions, or data protection requirements; (c) fraudulent, negligent, or unlawful acts or omissions by Client or its personnel; or (d) inaccurate information or instructions provided by Client.

16. SUSPENSION AND TERMINATION

16.1 DagurPay may suspend or terminate the Services immediately, without liability, where: (a) required by Applicable Law or a regulatory or governmental authority; (b) Client breaches these Terms or a Services Agreement; (c) DagurPay identifies fraud, suspicious activity, or a sanctions or AML risk; or (d) continued provision of the Services could expose DagurPay to legal, regulatory, or reputational risk. DagurPay will use commercially reasonable efforts to notify Clients where legally permitted.

16.2 Termination does not relieve Client of any obligations accrued prior to termination. Provisions that by their nature are intended to survive, including Sections 10 through 15, 19, and 23, shall survive termination.

17. THIRD-PARTY SERVICE PROVIDERS

Client acknowledges that DagurPay relies on banks, payment networks, correspondent institutions, and other third-party service providers to deliver the Services, and that DagurPay is not liable for delays, interruptions, or failures resulting from the acts or omissions of such third parties, except to the extent caused by DagurPay’s gross negligence or willful misconduct.

18. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, war, civil unrest, governmental action, pandemic, or failure of third-party infrastructure, provided the affected party uses commercially reasonable efforts to mitigate the impact and resume performance.

19. DISPUTE RESOLUTION; GOVERNING LAW

19.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

19.2 Good-Faith Negotiation. The parties shall first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation between senior representatives.

19.3 Arbitration. Any dispute not resolved within thirty (30) days of written notice shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Miami, Florida, and conducted in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Equitable Relief. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property rights.

20. ELECTRONIC COMMUNICATIONS AND SIGNATURES

Client consents to receive communications from DagurPay electronically, and agrees that electronic signatures and records satisfy any legal requirement that such communications be in writing, to the extent permitted by the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”) and applicable state law.

21. REGULATORY CONTACTS AND COMPLAINTS

21.1 Complaints. Client may direct complaints or inquiries regarding the Services to erwin@dagurpay.com. DagurPay will endeavor to acknowledge and address complaints promptly, in accordance with the company’s compliance policies,  and in good faith.

21.2 Florida Residents. Complaints related to money transmission activities in Florida may also be directed to: Florida Office of Financial Regulation, 200 E. Gaines Street, Tallahassee, FL 32399, Telephone: (850) 487-9687, Website: https://flofr.gov.

21.3 DagurPay will publish additional state-specific regulatory contact information as it obtains licensure in additional states.

22. AMENDMENTS

DagurPay may amend these Terms from time to time by posting the revised Terms on its website and, where practicable, providing at least thirty (30) days’ notice of material changes. Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms.

23. GENERAL PROVISIONS

23.1 Entire Agreement. These Terms, together with any executed Services Agreement and DagurPay’s Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements or understandings on the subject matter.

23.2 Assignment. Client may not assign these Terms without DagurPay’s prior written consent. DagurPay may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

23.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23.4 No Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver thereof.

23.5 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and do not confer any rights on any third party.

23.6 Notices. Notices under these Terms shall be delivered to the addresses designated by each party in the applicable Services Agreement or, absent such designation, to DagurPay at the address set forth in Section 24.

24. CONTACT INFORMATION

Dagur America Inc. dba DagurPay — 109 S William St., 1st Floor, Newburgh, New York 12550. 

• General and legal inquiries: juan@dagurpay.com – Chief executive officer – Juan Luis Perez.
• Operations inquiries: erwin@dagurpay.com – Chief financial officer – Erwin Alzate.
• Compliance inquiries: jose.alvarado@dagurpay.com – Chief Compliance Officer – Jose V. Alvarado.

APPENDIX A

ANTI-MONEY LAUNDERING AND SANCTIONS COMPLIANCE SUMMARY

• DagurPay maintains a written, risk-based Anti-Money Laundering (“AML”) and sanctions compliance program designed to comply with the BSA, the USA PATRIOT Act, FinCEN regulations, OFAC sanctions programs, and applicable state money transmission laws.
• Program Structure. The program includes a designated BSA/AML Compliance Officer with authority to implement and oversee the program; written policies and procedures approved by DagurPay’s Board of Directors; risk-based customer due diligence and enhanced due diligence for higher-risk clients; ongoing employee AML and sanctions training; and independent testing of the program at least annually.
• Customer Due Diligence. DagurPay conducts business verification (KYB), beneficial ownership identification, and risk-based rating of clients, with enhanced due diligence applied to higher-risk relationships.
• Sanctions Screening. All clients and transactions are screened against the OFAC Specially Designated Nationals and Blocked Persons List, the OFAC Consolidated Sanctions List, and other applicable sanctions lists. Transactions involving sanctioned persons or jurisdictions are blocked or rejected.
• Transaction Monitoring. DagurPay maintains automated and manual monitoring designed to detect structuring, unusual transaction patterns, rapid movement of funds, high-risk geographies, and other indicators of suspicious activity.
• Suspicious Activity Reporting. Where required, DagurPay files Suspicious Activity Reports with FinCEN. Federal law prohibits DagurPay from disclosing the existence or content of a SAR to any person involved in the underlying transaction.
• DagurPay retains records required under the BSA and applicable state law for a minimum of five (5) years, or such longer period as required by Applicable by Federal Law.
• State Money Transmission Compliance. DagurPay shall maintain applicable net worth, surety bond, and permissible investment requirements, and complies with reporting obligations in each state where it is licensed or registered, including Florida under Fla. Stat. ch. 560.
• Cooperation with Authorities. DagurPay cooperates fully with lawful requests from FinCEN, OFAC, state regulators, and law enforcement agencies.