March 23, 2026
The End User Terms of Use ("Terms") are entered into between an End User (defined below) and Mesta Payments LLC with its principal place of business at 700 El Camino Real Menlo Park 94025 CA USA or any of its subsidiaries ("Mesta").
These Terms govern the End Users' use and access of the Services. By accepting these Terms the End User also expressly agrees to be bound by and adhere to the of Mesta's Privacy Policy and any other standard policies or community guidelines (such as Acceptable Use Policies) which are in effect as of the date of accepting these Terms and shall subsequently be posted in any applicable parts of the Services. The End User also agrees, that where applicable, it shall be bound by Mesta's banking service providers' terms.
For the purposes of these Terms, the following terms shall have the meanings set out in this Clause 1 and expressions derived from these terms shall bear corresponding meanings, unless the contrary intention appears:
2.1. End Users or any Person(s) designated/appointed by such End Users, must be at least 18 years of age, and, where law requires an older legal age, of legal age for contractual consent or older to use the Services. Due to the age restrictions, no content or information from the Services falls within the Child Online Privacy Protection Act ("COPA") and is not monitored as doing so.
2.2. All information and services are exchanged electronically, via the internet. The End User hereby agrees to Mesta's electronic communications policy, attached hereto as Exhibit A, and incorporated herein by reference. The End User is responsible for maintaining its own access to the internet and for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). The End User will also be responsible for maintaining the security of the Equipment. The End User consents to receiving communications electronically.
2.3. The End User may acquire additional products, services and/or content from Mesta's websites or Services. Mesta reserves the right to require that the End User agrees to separate agreements as a condition of its use of such additional products, services and/or content, which terms will apply in addition to this MSA.
2.4. Mesta does not and shall not, at any time, provide any financial or legal advice/services via the Services, and the Services should not be relied upon as a substitute for consultations with qualified professionals who are familiar with the End User's individual needs.
3.1. End Users can access the Services either through:
3.2. Through the Mesta UI Platform, End Users can initiate payment processing requests for their own benefit. When using the Mesta UI Platform, End Users acknowledge that privity of contract shall exist only between Mesta and the End User. Under no circumstances, whatsoever, shall Mesta be liable to any Person other than the End User for any issues, liabilities, losses (whether direct or indirect) that might arise out of the End User's use of or Mesta's provision of the Services.
3.3. Through the Mesta API, End Users can initiate payment processing requests for their own benefit through the platform provided by the third party with whom the End User has a contractual relationship to access the Services. Irrespective of the fact that the ultimate beneficiary of the Services is an End User, when the Services are availed via the Mesta API through a third-party platform, privity of contract shall exist only between Mesta and the provider of the third-party platform. Under no circumstances, whatsoever, shall Mesta be liable to any Person other than the provider of the third-party platform for any issues, liabilities, losses (whether direct or indirect) that might arise out of the provider of the third-party platform's or any End Users' use of or Mesta's provision of the Services. For avoidance of doubt, even if an End User is accessing the Services through the Mesta API provided by Mesta to a provider of the third-party platform, Mesta's obligations shall be only to the provider of the third-party platform and not to the End User.
(a) All transfer requests must be made following the protocols and guidelines established by Mesta on the Mesta UI Platform or by the third-party platform provider when made through the Mesta API. Mesta will establish a cut off time during each business day where transfer requests will be processed in accordance with the date and time the instructions were received and confirmed. All Source Currency must be made either in USD, EUR, GBP, USDC or USDT unless otherwise agreed. The End User will be able to see the Target Currency, the exchange rate, applicable fees, and approximate processing time in the Mesta Account (when using the Mesta UI Platform) or as displayed by the third-party platform provider (when using the Mesta API).
(b) When using the Mesta UI Platform, the End User must, at all times, maintain adequate balance of the Source Currency that the End User wishes to use to initiate a transfer. Any shortfall in the Source Currency at the time of initiating a transfer shall result in the transfer request not being processed. In exceptional cases Mesta, may, make good the shortfall to enable the transfer to be made in a timely manner, subject to such shortfall not being more than 1% of the total transaction value. In case Mesta makes good such a shortfall, the End User shall be obligated to reimburse Mesta the amount paid by Mesta on the End User's behalf, within 2 (two) Business Days of the transfer being initiated. It is clarified that Mesta does not provide credit services and the payment of such shortfall, as stated hereinabove, shall not be treated as provision of credit by Mesta to the End User. In case the End User does not reimburse Mesta within 2 (two) Business Days and Mesta:
(c) The End User acknowledges that once a Transfer is initiated by Mesta upon the End User's instructions (whether directly through the Mesta UI Platform or through a third-party platform when using the Mesta API) and in accordance with these Terms, Mesta will not be able to make any changes to the transactions, including changing the amount, delaying or canceling the transaction, changing the recipient or the Target Currency. Accordingly, the End User agrees that Mesta shall not, under any circumstances whatsoever, be responsible for any losses caused to – (a) the End User; and/or (b) the End User's beneficiaries; and/or (c) any third parties, owing to any changes that may be required to be made after a Transfer has been initiated by Mesta upon the End User's instructions.
(d) When using the Mesta UI Platform the End User shall assist Mesta with any and all support required by Mesta to resolve any discrepancies without delays. If the End User fails to support Mesta in its resolution of discrepancies, Mesta shall have the right to reject, decline, or cancel in part or in full any Transfer request at its discretion.
(e) When using the Mesta API through a third-party platform the End User shall assist Mesta, through the third-party platform provider, with any and all support required by Mesta to resolve any discrepancies without delays. If the End User fails to support Mesta, through the third-party platform provider, in its resolution of discrepancies, Mesta shall have the right to reject, decline, or cancel in part or in full any Transfer request at its discretion. For avoidance of doubt, all communications regarding the resolution of any discrepancies as stated in this clause 3.4.1(e) shall be between Mesta and the third-party platform provider, but shall not absolve the End User from the responsibility to provide the requisite assistance to resolve any disputes as stated hereinabove.
Mesta does not have any control over the time it may take to complete a Transfer, which is dependent on the services provided by Mesta's partners. Mesta may delay a Transfer, in certain situations, including if Mesta needs to confirm that the Transfer has been authorized by the End User or if other discrepancies arise. The completion time of a Transfer (i.e., the date on which funds were made available to the recipient) shall be notified to the End User (directly when using the Mesta UI Platform and through a third-party service provider when availing the Services through the Mesta API) via electronic communication upon completion of the Transfer request.
When using the Mesta UI Platform, the currency conversion and exchange rate shall be communicated to the End User at the time of creating a quote. Any change to the fees applicable to the Services shall be communicated to the End User by Mesta, upon Mesta's sole discretion.
(a) Mesta is not responsible for any reversals, chargebacks, ACH returns, and/or wire recalls. Once the End User has initiated a Transfer request, it is the End User's responsibility to ensure the transaction(s) are validated and funded before the End User confirms and wires the funds to Mesta (when using the Mesta UI Platform) or to the third-party platform provider (when accessing the Services through the Mesta API). If the End User receives a reversal, chargeback, ACH return, or wire recall after the funds have been wired to Mesta, it is the End User's responsibility to resolve the issue and the End User shall not involve or require Mesta's involvement and shall indemnify Mesta from any and all claims in relation to such issue that results in a request for reversal, chargeback, ACH return, or wire recall. Mesta will not be responsible and/or involved in the End User's collections and recovery process; Mesta undertakes, on a best efforts basis, to assist the End User (when using the Mesta UI Platform) with reasonable support in investigating and disputing reversals, chargebacks, ACH returns, and/or wire recalls. When the Services are being accessed through a third-party platform (via the Mesta API) Mesta undertakes, on a best efforts basis, to assist the said third-party platform provider with reasonable support in investigating and disputing reversals, chargebacks, ACH returns, and/or wire recalls.
(b) However, if the funds subject to reversal, return, or withdrawal are effectively received by Mesta or by an account under its control, Mesta agrees to return those funds to the End User (when using the Mesta UI Platform) or when the Services are being accessed through a third-party platform (via the Mesta API) to the third-party platform provider, as soon as the financial institution confirms receipt of the returned amount. The refunded amount shall be net of any applicable bank fees charged by the receiving institution. Mesta shall provide the End User (when using the Mesta UI Platform) or when the Services are being accessed through a third-party platform (via the Mesta API) to the third-party platform provider with documentation confirming the return and the net amount available for reimbursement.
(a) The End User will not use the Services to enable any of the following activities by it, its Affiliates, (the "Prohibited Activities List"): unlawful or abusive activity, fraud, unlawful gambling, intellectual property infringement, counterfeit or unauthorized goods, drugs and drug paraphernalia (including pseudo pharmaceuticals), substances designed to mimic illegal drugs, adult content and services, multi-level marketing, unfair, predatory or deceptive practices, money services, and any business that Mesta believes poses elevated financial risk, legal liability, or violate any Applicable Law. Mesta may update the Prohibited Activities List at any time without notice.
(b) Mesta is not a currency trading platform, and accordingly, the End User should not use the Services for this purpose. If Mesta detects that the End User is using the Services for this purpose Mesta may, at its sole discretion, set a limit on the number of transfer requests the End User may create, cancel the End User orders, set a limit on the amount of money the End User can convert or transfer in one or more currencies or in the same currency, restrict the End User ability to use this or other features, or suspend or close the Mesta Account and disgorge the End User gains.
(c) Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through the Mesta Account or the End User relationship with Mesta. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.
(a) The End User must make sure that the information the End User provides to Mesta (whether directly through the Mesta UI Platform or indirectly through the access of the Services through the Mesta API) when the End User sends or converts currency, is accurate. Once a transaction is processed, it cannot be reversed (except where, and to the extent, required by Applicable Law) and, except as expressly set forth in these Terms, Mesta will not be liable in any way for any loss the End User suffers as a result of a transaction being carried out in accordance with the End User's instructions.
(b) What is an Error and how Errors will be addressed will be determined by Mesta.
The following is a non-exhaustive, exemplary list of issues that are not considered Errors:
(a) The End User acknowledges that Mesta shall provide the Services in accordance with Mesta's AML/CTF compliance program and eligibility criteria ("Onboarding Criteria"). Further, Mesta will exclusively establish, and may modify, the Onboarding Criteria in Mesta's sole discretion. Mesta will only provide the Services to End Users (and allow the Services to be used by End Users in the case of the use of the Services through the Mesta API) in jurisdictions where Mesta is authorized to provide the Services. Pursuant to Applicable Law, Mesta may (a) refuse to process, suspend, or cancel transaction requests, and (b) terminate or suspend the End User's use of the Services at any time. The End User (either directly when using the Mesta UI Platform or indirectly through a third-party platform using the Mesta API) may instruct Mesta to or Mesta may in its sole discretion, terminate or suspend use of the Services: (a) for any End User that is subject of an inquiry received by from a Regulatory Authority; (b) if the End User has terminated or suspended the End User's use of the Services; (c) to prevent fraudulent or criminal activity, or reputational or financial loss; (d) for any other reason.
(b) Notwithstanding the fact that Mesta has no contractual relationship with or obligation to the End Users who access the Services through a third-party platform using the Mesta API, all End Users must mandatorily complete Mesta's standard Know-Your-Business (KYB) and/or Know-Your-End User (KYC) process, as the case may be, and satisfy all of Mesta's compliance requirements. All sender and beneficiary details, as well as transaction information initiated by the End Users, must be submitted to Mesta directly through the Mesta UI Platform or via the third-party platform's systems for processing, as the case may be.
(c) Mesta shall remain fully responsible for all reporting, regulatory compliance, and operational procedures pertaining to the Services.
(a) In order to access some features of the Services, the End User may have to register or create an account. The End User may never use another's account without permission. When creating the End User account, the End User must provide accurate and complete information. Registration or subscription to the Services and payment of any applicable fee, authorizes a single individual ("Authorised User") to use the Services unless otherwise expressly stated. The End User is solely responsible for the activity that occurs on the End User account, or by the Authorised User and the End User must keep the End User account password secure. The End User must notify Mesta immediately of any breach of security or unauthorized use of the End User account. Although Mesta will not be liable for the End User losses caused by any unauthorized use of the End User account, the End User may be liable for the losses of Mesta or others due to such unauthorized use. It is a condition of the End User use of the Services that all the information the End User provide will be correct, current, and complete; If Mesta believe the information the End User provide is not correct, current, or complete, Mesta have the right to refuse the End User access to the Services or any of its resources, and to terminate or suspend the End User access at any time, without notice.
(b) The End User must complete any verification procedures requested by Mesta and/or its service providers in order to access and use the Services. The End User agrees to provide Mesta with any information Mesta requests and permit Mesta to keep a record of such information for a minimum of five years or as otherwise required by Applicable Laws. Information Mesta may request may include the End User name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding the End User bank account (such as the name of the bank, the account type, routing number, and account number). The End User ability to access and use the Services, in whole or in part, may depend on the information the End User provides. The End User confirms that the information the End User provides is and will be accurate and authentic. The End User agrees to keep the End User account updated if any of the information the End User provides changes. The End User authorizes Mesta and Mesta's representatives to make any inquiries Mesta considers necessary to verify the End User identity or protect the End User, the Services, and/or Mesta, and to take any action Mesta deems necessary based on the results of such inquiries. When Mesta carries out these inquiries, the End User acknowledges and agrees that the End User personal information may be disclosed to credit reference, fraud prevention, and financial crime agencies, and that these agencies may respond to Mesta's inquiries in full.
(c) The End User will not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of Mesta or the respective licensors of the content. Mesta and its licensors reserve all rights not expressly granted in and to the Services and their content. The End User agrees not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
(a) The End User will not, and will not attempt to (and will not authorize or allow any third party to or attempt to): (a) download or otherwise obtain a copy of the Services (as applicable as such term is used herein, including any portion thereof) in any form; (b) reverse engineer, reverse compile, decompile, disassemble, or translate, exploit, or otherwise derive the source code of the Service or otherwise modify, the Service, or create any derivative works thereof; or (c) use the Service on behalf of any third party or for any purpose other than as described in these Terms; (d) sell, resell, lease, license, sublicense, distribute, reproduce, copy, duplicate, or otherwise transfer or exploit the Service or use it as a service bureau; (e) post, send, process or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material violating of third party rights; (f) post, send, process or store material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (g) interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or Mesta's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the software or on any copies made in accordance with these Terms; (i) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or Mesta's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Service, or documentation, or on any copies made in accordance with these Terms; (j) use, or authorize or permit the use of, the Service except as expressly permitted herein; (k) use the Service to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the rights of any third party.
(b) The Service may be used only by the End User (i) for the End User's internal business purposes and only for the End User direct benefit; (ii) only by the number of persons for whom a license fee has been paid, and all such use may only be by those persons using the Service for the benefit of the End User in the course and scope of their employment, subject to the terms hereof; (iii) only in its original form without alteration or combination with other products, services or software except as expressly authorized in any applicable documentation; and (iv) in compliance with all Applicable Laws and in compliance with all documentation and instructions provided by Mesta. The End User agrees not to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Services or learned by the End User from the End User use of or access to the Services. The End User agrees not to use the Services to violate any local, state, national or international law or to impersonate any person or entity, or otherwise misrepresent the End User identity or the End User affiliation with a person or entity.
4.1. The End User will:
4.2. Mesta will:
4.3. If the End User is required to disclose the Confidential Information to a Regulatory Authority; the End User will: (i) give reasonable notice prior to such occurrence to the extent permissible by Applicable Law and not otherwise prohibited by the Regulatory Authority, and (ii) limit disclosure of such information to the extent permissible by Applicable Law and in such a manner as if such information was the End User own Confidential Information; including by request for a protective order, confidential treatment, or such other legal or commercial protections as may be available and permissible under the circumstances.
4.4. Mesta and the End User shall keep and protect any of Confidential Information received from the other as confidential, using at least the same efforts the End User uses to protect the End User's own confidential information and in no event less than reasonable and industry standard efforts. Mesta's "Confidential Information" includes the Services, documentation and information about the Services and their operation, and any other information the End User obtains from or about Mesta or from or about the Services, or any other information which a reasonable person would or should understand to be confidential or proprietary in nature. Subject to Clause 4.2 (above) the Mesta and the End User shall return or destroy each other's confidential Information upon the termination/cessation of these Terms. Both Mesta and the End User agree and acknowledge that the other Party shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available under law or in equity for any breach of this Clause 4.4. The confidentiality obligations as stated in this Clause 4 shall survive termination or expiration of these Terms.
5.1. Mesta grants the End User, a non-exclusive, revocable, royalty-free, non-sublicensable, and nontransferable license to use the Intellectual Property solely in connection with the Services as designated for the End User, and solely to the extent such use is necessary for the End User to perform its obligations under these Terms; including to display Mesta's name, logo, or mark in connection with Mesta's provision of the Services to the End User and title to and ownership of Mesta's IP will remain with Mesta. The End User hereby grant Mesta and Mesta's Affiliates, and Mesta Third Parties a worldwide, non-exclusive, revocable, royalty-free, non-sublicensable, and non-transferable license to display the End User name, logo, or mark in connection with Mesta's provision of the Services to Users, and as further set forth in Clause related to Publicity. The licenses granted in this Clause terminate immediately upon termination/cessation of these Terms or unless terminated earlier by Mesta.
5.2. These Terms are not a work made-for-hire agreement regarding either Mesta or the End User. Except for the express licenses granted in this Clause 5, neither Mesta nor the End User is granting or assigning to the other, its Service Providers, or its Affiliates any right, title, or interest, express or implied, in or to the other's Intellectual Property, or the Intellectual Property of any third party to which either Mesta or the End User (as the case may be) has been granted a license; and each of Mesta and the End User reserves all rights in its Intellectual Property, and to the Intellectual Property rights granted to it by any third party.
5.3. In addition to and separate from the license granted in this Clause 5, to the extent that either Mesta or the End User, individually, or on behalf of a third party (individually and collectively, "Licensor"), provides any Intellectual Property to the other or to any of its Affiliates or Service Providers (individually and collectively, "Licensee") in connection with their respective obligations under these Terms, Licensor grants Licensee a worldwide, non-exclusive, revocable, royalty-free, and non-transferable license to use such Licensor Intellectual Property during the period of applicability of these Terms, solely for the limited purpose of fulfilling Licensee's obligations under these Terms and in accordance with these Terms. Licensee will not separately exploit the Licensor's Intellectual Property for the benefit of any Person not related to Licensee's obligations under these Terms.
6.1. All amounts stated in these Terms are exclusive of applicable national, state, or local sales, or use taxes, goods and services taxes, value added taxes, consumptions taxes, and any other applicable taxes ("Taxes"). Each Party is responsible for payment of Taxes (including interest and penalties) on its own income, revenue taxes and all other taxes owed by a Party under Applicable Law.
6.2. The End User agrees to pay Mesta for all charges incurred under the End User account, including all applicable taxes and fees. The End User is responsible for accrued but unpaid charges, even if the End User account is canceled by the End User or terminated by Mesta. During any free trial or other promotion, if any, the End User will still be responsible for any purchases and surcharges incurred using the End User account.
6.3. After five (5) days from the date of any unpaid charges, the End User account will be deemed delinquent and Mesta may terminate or suspend the End User account and Services for nonpayment. Mesta reserves the right to assess an additional 1.5 percent late charge per month if the End User payment is more than 30 days past due and to use any lawful means to collect any unpaid charges. The End User is liable for any fees, including attorney and collection fees, incurred by Mesta in Mesta's efforts to collect any remaining balances from the End User. Except as otherwise mutually agreed in writing, Mesta reserves the right to change Mesta's fees with 30 days' notice.
6.4. The End User is solely responsible for all charges incurred under the End User account, including applicable Taxes, fees, surcharges, and purchases made by the End User or anyone the End User allows to use the End User account or anyone who gains access to the End User's account as a result of the End User's failure to safeguard the End User's username, password, or other authentication credentials or information.
6.5. The End User will be liable for all direct Losses incurred by Mesta that arise out of, are caused by, or are related to: (a) loss or unauthorized use of the Mesta API keys provided to the End User, unauthorized access to or use of a User's Account, or any other Security Breach caused by the End User, any Third Party appointed or related to the End User, or a User – provided that such losses have been caused owing to the End User's or a Users' negligence, misconduct, fraud or lack of implementing adequate controls to ensure authorised access of the Mesta API keys; (b) the End Users or a User's gross negligence, fraudulent acts or intentional misconduct; and (c) the chargeback of funds or reversal of any payment by a payment service provider or financial institution on behalf of a User in connection with a fulfilled order – provided such reversal was directly caused by an action attributable to the End User (collectively, "Credit Losses"). Mesta undertakes to inform the End User of the occurrence of such Credit Losses within 10 (ten) Business Days of Mesta becoming aware of the said Credit Losses. Upon such information by Mesta to the End User, Mesta and the End User shall agree upon the timelines within which Mesta is to provide the documentary proof of the Credit Losses incurred by it.
6.6. For avoidance of doubt, this Clause 6 shall only apply to End Users accessing the Services through the Mesta UI Platform. For all other Users the payment terms and obligations shall be as per their agreement with their respective third-party platform providers when the Services are accessed through the Mesta API.
7.1. Mesta and the End User, respectively, hereby warrant and represent that:
7.2. Mesta Warrants that:
7.3. Disclaimer Of Warranties. Except as expressly provided in these Terms, and to the maximum extent permitted under applicable law, Mesta makes no (and hereby disclaims all) other warranties, representations, or conditions, whether written, oral, express, implied (in contract or tort or otherwise) or statutory, including any implied warranties of merchantability, fitness for a particular purpose, durability, correspondence to sample, design, condition or quality with respect to the use, misuse, or inability to use the services (in whole or in part) or any other products or services provided to the End User by Mesta, or otherwise under these Terms. The services are provided "as is" and as available basis. Without limiting the foregoing, Mesta does not warrant that operation of the services shall be available at any time or location, uninterrupted, secure or error-free and that all errors can be corrected. Mesta does not make any warranty as to the result obtained from the services or as to the accuracy or reliability of any content contained in or provided through the services. Use of any material or data obtained in or provided through the services shall be at End User's own discretion and risk and the operation of the Services may be interfered with by numerous factors outside of Mesta's control and Mesta does not warrant that the content of the services will be free of harmful components. Mesta has no obligation to repair or replace the services, damaged by external cause or through the fault or negligence of any party other than Mesta. Mesta does not warrant or guarantee the timeliness, sequence, accuracy or completeness of third party data accessed by the End User through the Services, and the End User acknowledges that such third-party data is provided to the End User "as is" without warranty of any kind by Mesta or its third-party vendor.
8.1. Each Party will comply, and will cause its respective Affiliates and any service providers to comply with Applicable Law in connection with the performance of each Party's obligations under these Terms. Each Party will: (a) cooperate with the other Party to ensure that sufficient controls and procedures are in place to facilitate the procurement of necessary approvals for the Services from financial partners, payment service providers, and Regulatory Authorities, if applicable; and (b) otherwise assist the other Party with fulfillment of such Party's obligations under Applicable Law in connection with these Terms. Neither Party will require the other Party to perform any action that would cause the other Party to violate Applicable Law.
8.2. At all times during the Term, each Party will maintain an AML/CTF Compliance Program as required by Applicable Law and as applicable to the Party. Each Party shall provide the other, if required by Applicable Law, with a copy of its AML/CTF Compliance Program upon request. Each Party will share Program Data with the other Party as necessary for a Party to respond to any inquiries such Party may receive from a financial partner, payment service providers, and Regulatory Authorities or to otherwise comply with its obligations under Applicable Law.
8.3. If required by law, each Party will continuously monitor Users, and each Party will continuously monitor their respective Personnel, Affiliates and service Providers, in each case, to determine whether any such Person is included on a Sanctions List. The term "Users" as used in this clause refers to "Authorised Users" and/or "End Users" as the context requires.
8.4. During the Term, each Party will develop, operate, administer and maintain accurate and individually identifiable files and records relating to the Services and performance of its obligations under these Terms; each in accordance with its record management policy and Applicable Law. The End User will grant Mesta access to the End User files and records related to the Services pursuant to a request from a financial partner or payment service provider, or any Regulatory Authority with jurisdiction over the End User or Mesta.
8.5. For avoidance of doubt the term "Parties" shall be a collective reference to Mesta and the End User and the term "Party" shall refer to either Mesta or the End User as defined by the specific context of the relevant clause.
9.1. Indemnification by Mesta to End Users using the Mesta UI Platform.
9.1.1. Mesta agrees to defend End User from and against any and all legitimate third party claims finally awarded against the End User by a court of competent jurisdiction once all appeal rights are exhausted or agreed to in a written settlement agreement signed by Mesta that the Services, when used in accordance with these Terms, infringe any third party Intellectual Property Rights. In the event that the Services are held or are believed by Mesta to infringe a third party's intellectual property rights, Mesta may, at its option and expense (a) replace or modify the Services to be non-infringing, without materially adversely affecting the Services' specified functionalities; or (b) terminate this MSA and return to the End User any prepaid fees unearned by Mesta. The foregoing states Mesta's sole and exclusive liability, and End User's sole and exclusive remedy, for any claim of infringement. Mesta shall not be obligated to defend, and indemnify End User for any claims to the extent based on: (i) any End User or third party intellectual property or software incorporated in or combined with the Services where in the absence of such incorporated or combined item, there would not have been infringement, but excluding any third party software or intellectual property incorporated into the Services at Mesta's discretion; or (ii) the Services that has been altered or modified by End User, by any third party or by Mesta at the request of End User (where Mesta had no discretion as to the implementation of modifications to the Services or documentation directed by End User), where in the absence of such alteration or modification the Services would not be infringing.
9.1.2. Mesta shall indemnify, defend, and hold harmless the End User, its officers, directors, and employees from and against any direct losses, claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising solely from Mesta's gross negligence, willful misconduct, or fraud of Mesta, its employees, or contractors acting under its direction in the performance of the Services.
9.2. Indemnification by End User. End User will defend and indemnify and hold harmless Mesta, its' officers, directors, employees, agents, service providers, contractors, clients, suppliers, resellers, and licensors, from and against any and all costs, fees, losses, claims, liabilities damages, and expenses (including reasonable attorneys' fees) which they may incur due to End User's breach of this MSA or End User's use of the Services or End Users use of the Services.
9.3. Indemnification Procedures. Each Party's obligations under this Section are conditioned upon (i) prompt written notification by the Indemnified Party of any threatened or actual claim or suit; provided that a failure of prompt notification shall not relieve the Indemnifying Party of liability hereunder except to the extent that defenses to such claim are materially impaired by such failure of prompt notification; (ii) allowing the indemnifying party to have sole control of the defense or settlement of any claim or suit, except that the Indemnifying Party may not, without the Indemnified Party's prior written consent, enter into any settlement that does not unconditionally release the Indemnified Party from liability; and (iii) the Indemnified Party providing the Indemnifying Party, at the Indemnifying Party's request and expense, with the assistance, information and authority necessary to perform the Indemnifying Party's obligations under this Section.
9.4. For avoidance of doubt the term "Parties" shall be a collective reference to Mesta and the End User and the term "Party" shall refer to either Mesta or the End User as defined by the specific context of the relevant clause.
10.1. Exclusion of Indirect Damages. IN NO EVENT SHALL MESTA, OR ITS RESPECTIVE PARENT, SUBSIDIARY, AFFILIATE, LICENSOR OR SUPPLIER, BE LIABLE TO THE END USER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES REGARDING THESE TERMS OR RESULTING FROM OR IN CONNECTION WITH MESTA'S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF MESTA HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL MESTA BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
10.2. Limits on Liability. Except for the Fees owed hereunder, the total aggregate liability of Mesta arising out of or in connection with these Terms, shall not exceed the amount of Fees paid or payable by the End User to Mesta as consideration for the access and use of the Services giving rise to such claim during the twelve (12) months preceding the date on which the cause of action arose. The existence of one or more claims under this MSA will not increase Mesta's liability in excess of the foregoing. End User acknowledges and agrees that the essential purpose of this Clause 10.2 is to allocate the risks under this MSA between the Parties and limit potential liability given the Service Fees, which would have been substantially higher if Mesta were to assume any further liability other than as set forth herein. Mesta has relied on these limitations in determining whether to provide the End User with the right to access and use the Services provided for in these Terms. Mesta acknowledges that some jurisdictions do not allow for the inclusion of implied warranties or limitation of liability for incidental or consequential damages, and as such some of the above limitations may not apply to End User. In jurisdictions that do not recognize implied warranties or limitations of liability, Mesta's liability will be limited to the greatest extent permitted by law. End User acknowledges that any and all claims or damages that End User may have against Mesta shall only be enforceable against Mesta and not other entities or affiliates, its officers, directors, representatives or agents. This Clause 10.2 shall not apply to cases of breach of Confidentiality, data protection breaches, gross negligence, willful misconduct or fraud where such breach of Confidentiality, data protection breaches, gross negligence, willful misconduct or fraud has been proven to have occurred in a court of law.
11.1. Once accepted these Terms shall remain valid and in force till such time as Mesta chooses to terminate these Terms or discontinues the Services. The End User (when using the Mesta UI Platform) may terminate these Terms by providing written notice to Mesta that it wishes to discontinue the use of the Services. When an End User accesses/uses the Services through a third-party platform, it may communicate its desire to terminate/cease the use of the Services to such third-party platform provider, subsequent to which such third-party platform provider shall be responsible/liable to ensure that the End User's access to the Services is terminated. However, even after termination, the provisions of sections that due to their nature shall survive termination of these Terms will remain in effect in relation to any prior use of the Services by the End User.
11.2. In addition to the rights to terminate provided herein, these Terms may be terminated, by Mesta effective immediately subject to written notice, in the event of (i) a dissolution, termination of existence, liquidation or insolvency of the End User; (ii) an appointment of a custodian or receiver for the End User; (iii) the institution by or against the End User of any proceeding under the United States Bankruptcy Code or any other foreign, federal or state bankruptcy, receivership, insolvency or other similar law affecting the rights of creditors generally; or (iv) an assignment for the benefit of creditors of a substantial part of the End User's assets. Mesta may terminate these Terms without notice or, at Mesta's option, temporarily suspend the End User's access to the Services, at any time in the event that the End User breaches these Terms. Notwithstanding the foregoing, Mesta also reserves the right to terminate these Terms at any time and for any reason, without providing any notice of the same.
11.3.1. After termination of these Terms for any reason, the End User understands and acknowledges that Mesta will have no further obligation to provide the Services or access thereto. Upon termination, all licenses and other rights granted to the End User by these Terms, if any, will immediately cease, but certain of the End User obligations (including payment obligations, if any) will survive in accordance with the terms hereof. The End User shall be liable to pay any outstanding fees/amounts to Mesta that accrue till and exist as on the date of termination. All such outstanding fees/amounts shall be duly paid to Mesta by the End User within 15 (fifteen) Business Days of the date of termination.
11.3.2. In the event Mesta terminates these Terms, for any reason or for no reason, no refund of fees already paid will be made available to the End User, and Mesta will have no obligation to return any such fees already paid. Upon termination, Mesta and/or Partner Bank will review the End User Mesta account when it terminates, and any funds that Partner Bank and/or Mesta holds on the End User's behalf will be refunded to the End User (directly through the Mesta UI Platform or indirectly through a third-party platform provider when the Services are used/accessed through the Mesta API) once all outstanding transactions have cleared and the End User's final payment for Services has been made. The End User shall retain all rights over the data it enters, generates, or processes through the use of the Services. Mesta may use derived or aggregated data solely in an anonymous and non-identifiable manner, for statistical purposes or service improvement, without implying any transfer of ownership or traceable commercial use.
12.1. Mesta and/or Mesta's vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, Software, and other software and materials provided by or on behalf of Mesta, including but not limited to all text, images, videos, logos, button icons, audio clips, and the look and feel of the website and Mesta's brands and logos, and any data compilations, including without limitation any data input by or on behalf of Mesta or Mesta's third party providers, and any data to the extent processed by, or resulting as an output of, the Services, and all Services usage data, statistical data or aggregated data collected or reported with respect to the any part or all of the Services, including without limitation any aggregated and anonymized data extracted or derived from the Service, including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data and other aggregated and anonymized data collected from user data and files. Mesta owns the rights to any metadata Mesta collects from or about the End User use of the Services. Without limiting the generality of the foregoing, Mesta reserves the right to create and market public indexes, analysis or insights created from such data. The End User agrees that the End User will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by Mesta, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner's prior written consent.
12.2. Unless otherwise stated, all content in Mesta's websites or other Services, is Mesta's property or the property of third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.
12.3. The End User's feedback is welcome and encouraged. The End User agrees, however, that (i) by submitting unsolicited ideas to Mesta, the End User automatically forfeits the right to any intellectual property rights in such ideas; and (ii) unsolicited ideas submitted to Mesta or any of Mesta's employees or representatives automatically become Mesta's property.
The rights and obligations of the parties under these Terms of Service shall be governed in all respects by the laws of California, United States of America, without regard to its conflict of law principles. Subject to Clause 14 ("Dispute Resolution"), the Courts of California, shall have exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with these Terms.
14.1. In the event of any dispute between the Parties arising hereunder, each Party shall use commercially reasonable efforts to amicably resolve such dispute within thirty (30) days of the first written communication of the dispute between the Parties ("Negotiation Period"). In case the dispute remains unresolved, all disputes and/or differences and/or claims arising out of this MSA shall be resolved by way of Arbitration by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Disputes"). If AAA is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Mesta or the End User can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. There will be one arbitrator agreed to by the Parties within 20 days of receipt by the respondent of the request for arbitration or in default thereof appointed by the AAA or the adjudicating authority. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of Applicable Law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
14.2. The existence of any dispute or difference or the initiation or continuance of the negotiations shall not postpone or delay the performance by the Parties of their respective obligations pursuant to these Terms. Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of these Terms to seek an injunctive or any other specific relief.
14.3. For avoidance of doubt the term "Parties" shall be a collective reference to Mesta and the End User and the term "Party" shall refer to either Mesta or the End User as defined by the specific context of the relevant clause.
15.1. The End User will comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to the End User's use of the Services, or the transactions contemplated in these Terms.
15.2. Any translation of these Terms is provided solely for the End User convenience and is not intended to modify the terms of these Terms. Only the English language of the These Terms version is an official version. In the event of a conflict between the English version of these Terms and a version in a language other than English, the English version shall control.
15.3. The End User may not assign the End User rights or obligations hereunder, and any attempt by the End User to sublicense, assign or transfer any of the rights, duties or obligations hereunder or to exceed the scope of these Terms is void. In the event that Mesta is sold to a third party, such a sale will not be deemed a transfer of personal information so long as that third party agrees to assume Mesta's obligations as to these Terms.
15.4. These Terms, the Services, and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of the State of California, excluding conflict of law principles. By accessing or using any Services the End User agrees that the statutes and laws of the State of California, without regard to conflicts of law principles thereof, will apply to all matters arising from or relating to the use thereof. The End User also agrees and hereby submit to the exclusive legal jurisdiction and venues of the Courts of San Francisco, California with respect to such matters.
15.5. This is the entire agreement between the End User and Mesta with regard to the matters described herein and govern the End User's use of the Services, superseding any prior agreements between the End User and Mesta with respect thereto. The failure of Mesta to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions hereof will remain in full force and effect.
15.6. The End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of these Terms or related to use of the Services must be filed within three (3) months after such claim or cause of action arose or be forever barred.
15.7. Neither Party will be liable for delay or failure to perform, in whole or in part, any of its duties under these Terms due to factors beyond its reasonable control, including lack or failure of raw materials, strike, lockout or other labor disturbance, sabotage, terrorism, acts of war or other armed conflict, earthquake, storm, fire, electrical supply or telecommunications failure (each, a "Force Majeure Event"); except that this Clause 15.7 will not: (a) serve to limit a Party's obligations to pay any amounts owed to the other Party under these Terms, or (b) limit the right of any Party to these Terms to make any claim against third parties for any damages suffered due to any such event. If a Force Majeure Event persists for more than 30 days (or 10 days in the case of a Force Majeure Event impacting a Party's payment obligations) from the date on which a Party has notified the other Party of such Force Majeure Event, the Party not suffering such Force Majeure Event will have the right to terminate these Terms at any time following the expiration of such period.
15.8. If any provision of these Terms, or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of these Terms, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected by such invalidity or unenforceability, and the Parties expressly authorize any court of competent jurisdiction to modify any such provision so that such provision will be enforced by such court to the fullest extent permitted by Applicable Law.
15.9. Except as otherwise specifically provided in these Terms, each Party will be responsible for payment of any Expenses it incurs in performance of its obligations under these Terms.
15.10. The Parties will deliver all notices, demands and other communications via electronic mail and in writing (both of which will constitute notice) to the email addresses set forth on the Signature Page.
15.11. Each Party will promptly provide the other Party with copies of any formal proceedings, investigations, subpoenas, or lawsuits it receives from a User or a Regulatory Authority, or any other third party relating to the Services, unless disclosure is prohibited by Applicable Law.
15.12. These Terms do not benefit or create any right or cause of action in or on behalf of any Person other than the Parties to these Terms. Financial institutions, payment service providers, and service providers have no rights or obligations under these Terms.
15.13. These Terms does not set up or create an employer/employee relationship, partnership of any kind, joint venture, agency or trust between the Parties. Rather, each Party is an independent contractor with respect to the other Party for all purposes related to these Terms.
15.14. These Terms and the rights, privileges, duties and obligations of the Parties in these Terms may not be assigned or delegated by either Party without the prior written consent of the other Party; except that no consent will be required for assignment by either Party of its rights and privileges under these Terms to an Affiliate. Unless otherwise agreed in writing, assignment will not relieve the assigning Party of its duties or obligations under these Terms.
15.15. These Terms may be executed in any number of counterparts, all of which taken together will constitute one document. The Parties may deliver executed counterparts of these Terms by electronic means.
15.16. These Terms (together with all documents referred to within it) embodies the entire understanding of the Parties and supersedes and extinguishes in their entirety all prior communication, correspondence, and instruments, including any non-disclosure or confidentiality agreements, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter of these Terms. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each Party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
This policy describes how Mesta delivers communications to the End User electronically. Mesta references certain terms in this Electronic Communications Policy that are defined in these Terms. Mesta may amend this policy at any time by posting a revised version on Mesta's website. The revised version will always be effective at the time Mesta posts it.
The End User agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that Mesta provides in connection with the End User Mesta Account and the End User use of Mesta's Services and Products. Communications include:
Mesta will provide these Communications to the End User by posting them on the Website and/or by emailing them to the End User at the primary email address listed in the End User Mesta Account profile.
The End User may withdraw the End User consent to receive Communications electronically by sending an email request to Mesta at: moneymoves@mesta.xyz
If the End User fail to provide or if the End User withdraw the End User consent to receive Communications electronically, Mesta reserves the right to either deny the End User request for a Mesta Account, restrict or deactivate the End User Mesta Account, close the End User Mesta Account, or charge the End User additional fees for paper copies.
If, after the End User consent to receive Communications electronically, the End User would like a paper copy of a Communication Mesta previously sent to the End User, the End User may request a copy within 180 days of the date Mesta provided the Communication to the End User by contacting Mesta as described above. Mesta will send the End User paper copy to the End User by U.S. mail to the End User business address. In order for Mesta to send the End User paper copies, the End User must have a current business address on file in the End User Mesta profile. If the End User requests paper copies, the End User understands and agrees that Mesta may charge the End User a Records Request Fee for each Communication.
It is the End User responsibility to keep the End User primary email address up to date so that Mesta can communicate with the End User electronically. The End User understand and agree that if Mesta sends the End User an electronic Communication but the End User do not receive it because the End User primary email address on file is incorrect, out of date, blocked by the End User service provider, or the End User are otherwise unable to receive electronic Communications, Mesta will be deemed to have provided the Communication to the End User.
Please note that if the End User uses a spam filter that blocks or re-routes emails from senders not listed in the End User email address book, the End User must add Mesta to the End User email address book so that the End User will be able to receive the Communications Mesta sends to the End User.
The End User can update the End User primary email address or business address at any time via the End User account settings. If the End User have questions about how to do so please email moneymoves@mesta.xyz. If the End User email address becomes invalid such that electronic Communications sent to the End User by Mesta are returned, Mesta may deem the End User Mesta Account to be inactive, and the End User will not be able to transact any activity using the End User Mesta Account until Mesta receive a valid, working primary email address from the End User.
For questions or concerns regarding these Terms, please contact us at moneymoves@mesta.xyz