Effective date: 13 July 2026
By accessing or using services made available through a partner platform integrated with Spays (the “Partner Platform”), you (“User”, “you”, or “Client”) agree to these Terms and Conditions (“T&Cs”).
These T&Cs form an agreement between you and 3-102-966866 Sociedad de Responsabilidad Limitada, registered in Costa Rica under corporate identification number 3-102-966866, operating under the commercial brand Spays (“Spays”, “we”, “us”, or the “Company”).
These T&Cs govern crypto-asset and related technical services made available through a Partner Platform, subject to service availability, applicable law, the user’s jurisdiction and risk profile, supported assets and networks, and the role of relevant third-party providers.
Payment services, payment accounts, electronic money, open banking, card payments, bank transfers, and other regulated payment functionality are provided only by the relevant licensed or authorised third-party provider unless Spays expressly states otherwise and has the necessary legal basis.
1.1 Role of Spays and the Partner Platform
Spays provides technology and crypto-asset-related services. The Partner Platform provides the user interface, technical channel, account environment, and route for submitting instructions. The Partner Platform may also provide customer support and other services under its own terms.
Where Spays is the provider of a particular crypto-asset service, Spays is responsible for the obligations allocated to it, which may include quotations, execution, transfer, custody or wallet administration where expressly offered, AML/CFT and sanctions controls, blockchain analysis, transaction monitoring, record-keeping, service disclosures, and client protection.
1.2 Services
Depending on the Partner Platform configuration, jurisdiction, client profile, supported assets, and applicable restrictions, services may include:
Fiat-to-crypto / on-ramp transactions, where fiat processing is performed by an appropriate payment partner and Spays provides the relevant crypto-asset component.
Crypto-to-fiat / off-ramp transactions, with fiat payout through an appropriate third-party provider.
Exchange between supported crypto-assets.
Transfer of supported crypto-assets after applicable AML/CFT, sanctions, fraud, blockchain, security, technical, and counterparty-information checks.
Custody or administration of supported crypto-assets only where expressly available, legally permitted, and subject to separate custody terms and risk disclosures.
Use of supported crypto-assets for deposits or payments to a Partner Platform or merchant, where enabled.
Available funding and payout methods may include bank transfer, open banking, Visa or Mastercard cards, tokenised card payments such as Apple Pay or Google Pay, local or alternative payment methods, bank-account payouts, and card or money-transfer payout rails, where supported.
1.3 Third-Party Services
Spays may facilitate access to payment, banking, card, open-banking, settlement, wallet, custody infrastructure, liquidity, identity-verification, or other technical services provided by third parties.
A third-party service is governed by the relevant provider’s terms, fees, rules, policies, regulatory status, and applicable law. Before or when using such a service, you may be given information concerning the provider, nature of the service, fees, complaints procedure, execution timing, refund or chargeback rules, and restrictions.
Spays does not accept deposits, issue electronic money, independently open payment accounts, or hold client fiat funds unless expressly stated and legally permitted. External wallet or custody infrastructure may support a service provided by Spays but does not automatically replace Spays as the contractual provider of that service.
2.1 Eligibility
You must be at least 18 years old or the legal age of majority in your jurisdiction.
You must use the services only where lawful.
You must not be located, resident, established, or acting for a person in a prohibited or restricted jurisdiction.
You must not be subject to sanctions or act on behalf of a sanctioned or prohibited person.
You must satisfy all verification, risk, and service-specific requirements.
2.2 Restricted Jurisdictions and Persons
Services are prohibited or restricted for persons connected with jurisdictions, territories, individuals, entities, assets, or activities subject to sanctions, embargoes, legal restrictions, or the Company’s internal risk controls. Spays may refuse, restrict, suspend, or terminate access without prior notice where necessary for compliance, security, or risk management.
2.3 User-Initiated Cross-Border Access
Where you access services from a jurisdiction in which Spays or the Partner Platform does not actively market the relevant service, you confirm that the access is on your own initiative. This does not establish eligibility, override applicable law, or prevent Spays from refusing the service.
2.4 Account Creation and Security
You may be required to create an account with the Partner Platform and provide accurate, complete, and current information. You are responsible for protecting usernames, passwords, authentication codes, devices, and other credentials and for promptly notifying the Partner Platform of unauthorised access or suspicious activity.
You are responsible for activity occurring through your account to the extent caused by your failure to protect credentials, devices, or access methods. Neither Spays nor the Partner Platform will request your wallet seed phrase or private key.
2.5 Risk Acknowledgment
You acknowledge the risks of crypto-assets, including volatility, loss of value, fraud, cyberattack, legal uncertainty, network failure, irreversible transactions, loss of credentials, unsupported assets or networks, third-party failure, and delays or refusals arising from compliance controls.
3.1 Instructions and Process
Transactions are executed on the basis of instructions submitted through the Partner Platform. Spays may route payment or technical components through third-party providers. You must ensure that all wallet addresses, payment details, networks, amounts, and other instructions are complete and accurate.
3.2 Technical Addresses and Custody
A limited-purpose blockchain address may be created or allocated solely for execution or settlement of a particular transaction. It is not a general client wallet unless separate custody or wallet terms expressly apply.
Where a custody or administration service is expressly provided, the client’s positions may be recorded in internal systems and supported by external wallet or custody infrastructure. The client may not control the private keys. Reconciliation, segregation, access, and execution are managed in accordance with applicable procedures and custody terms.
Sending an unsupported asset, using an incorrect network, or providing an incorrect address may result in permanent loss.
3.3 Fees
Applicable Spays, Partner Platform, and third-party fees will be disclosed before confirmation where required. Banks, card issuers, networks, processors, foreign-exchange providers, or other third parties may impose additional charges. Card-funded purchases may be classified as account-funding or similar transactions by the relevant issuer.
3.4 Authentication
Strong customer authentication, 3-D Secure, open-banking approval, biometric verification, or other authentication may be required. Failure to complete authentication may result in rejection or cancellation.
3.5 Refunds, Chargebacks, Returns, and Reversals
Refunds, chargebacks, returns, reversals, and cancelled transactions are governed by the applicable payment method, card scheme, issuer, third-party provider, and Partner Platform procedures. Requests should be submitted through official support channels with any requested evidence.
Amounts may be withheld, set off, adjusted, or refunded where a chargeback, return, recall, reversal, duplicate payment, fraud claim, or similar event occurs.
3.6 Delays, Compliance Controls, and No Guarantee
Spays may refuse, delay, suspend, block, or cancel a transaction where there are AML/CFT, sanctions, fraud, blockchain-risk, security, technical, legal, unsupported-asset, unsupported-network, provider, or counterparty-information concerns.
Spays does not guarantee successful or timely completion where circumstances are outside its reasonable control, including network congestion, system failures, blockchain confirmations, provider delays, or force majeure.
Personal data are processed in accordance with the Spays Privacy Policy, the Partner Platform’s privacy notice, and applicable law. Processing may be necessary to provide services, execute transactions, meet compliance obligations, prevent fraud, and improve security and functionality.
The Partner Platform and Spays are each responsible for the security and lawfulness of the systems and processing activities under their control. In the event of a data breach, notifications will be made where required by applicable law.
5.1 No Warranty
Services are provided on an “as is” and “as available” basis, to the maximum extent permitted by law. Spays does not guarantee uninterrupted, error-free, or malware-free operation or that every transaction will be completed.
5.2 Excluded Losses
To the maximum extent permitted by law, Spays is not liable for indirect, incidental, special, consequential, or punitive loss, or loss of profit, revenue, data, goodwill, opportunity, or value caused by market movements, unsupported assets, incorrect instructions, credential compromise, third-party acts, network failures, compliance restrictions, or circumstances outside reasonable control.
5.3 Liability Cap
To the maximum extent permitted by law, Spays’ aggregate liability arising from a specific transaction shall not exceed the fees paid to Spays for that transaction or USD 100, whichever is lower. This limitation does not apply where liability cannot lawfully be excluded or limited.
5.4 User Indemnity
To the fullest extent permitted by law, you agree to indemnify Spays and its affiliates, managers, employees, agents, and representatives against claims, losses, penalties, fines, costs, and expenses arising from your misuse of the services, inaccurate instructions, violation of law or these T&Cs, third-party claims caused by your acts or omissions, or failure to protect account credentials.
Spays may suspend, restrict, or terminate access where you breach these T&Cs, fail verification, misuse the services, create legal or security risk, or are suspected of fraud, money laundering, terrorist financing, sanctions evasion, or other unlawful activity.
You may stop using the services and close your Partner Platform account, subject to outstanding fees, transactions, investigations, and contractual obligations.
Where termination concerns a custody service, Spays will take reasonable steps to transfer supported crypto-assets to an eligible address designated by the client after completion of required checks. A transfer may be delayed, refused, or blocked where required by law, a competent authority, internal policy, fraud or sanctions risk, unsupported assets or networks, incorrect instructions, or technical impossibility.
Spays may amend these T&Cs. Unless a shorter period is required for legal, security, fraud-prevention, or urgent operational reasons, material amendments will take effect no earlier than 30 days after notice is provided through the Partner Platform, email, or another appropriate channel.
You may object and stop using the services before an amendment takes effect. Continued use after the effective date constitutes acceptance, to the extent permitted by law.
These T&Cs are governed by the laws of Costa Rica, without prejudice to mandatory consumer-protection or other rights that cannot lawfully be excluded. The parties will first seek to resolve disputes amicably through the Partner Platform and Spays complaint channels.
Unless mandatory law provides otherwise, disputes relating to Spays services are subject to the competent courts of Costa Rica.
If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect.
Use of the services does not make Spays a fiduciary, investment adviser, broker, bank, or provider of fiat-fund safekeeping unless expressly stated in separate written terms.
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