PagAmerican Platform Terms and Conditions of Use

Table of Contents

Preamble

These Terms govern the use of services provided by PagAmerican LLC, a company registered in the state of Delaware (USA), operating as a Marketplace with an integrated checkout under the Merchant of Record (MoR) model.

By registering and using any functionality of the platform, the USER (“MERCHANT”) declares that they have read, understood, and fully agreed to the terms and conditions described herein.

1. Purpose

PagAmerican offers an integrated digital marketplace platform with its own checkout infrastructure, allowing the MERCHANT to sell physical and digital products through online channels.

As the Merchant of Record, PagAmerican assumes the role of the final seller to the consumer, and is responsible for: issuing charges, processing payments on behalf of merchants, supporting acquirers and digital wallets, managing risk, fraud, chargebacks, and settling funds with the MERCHANT.

The relationship between PagAmerican and the MERCHANT is defined as a resale structure, whereby the MERCHANT grants PagAmerican the right to resell directly to the consumer in exchange for fees and commissions outlined in this agreement.

PagAmerican does not act as an agent, payment service provider (PSP), financial institution, or Money Services Business (MSB).

2. Registration and Eligibility

The MERCHANT must be a legally established entity, hold a U.S. bank account or compatible digital wallet, provide all requested documentation, and operate in compliance with applicable U.S. laws.

PagAmerican reserves the right to perform verification checks, request additional documentation, and terminate access in the case of inconsistencies or risk indicators.

3. Platform Operation

PagAmerican provides the MERCHANT with access to a checkout system, dashboard, fraud prevention tools, and integrations with digital payment methods.

End-customers complete payments directly to PagAmerican, which retains applicable fees and transfers the net balance to the MERCHANT.

The MERCHANT is responsible for compliance with PagAmerican's policies and applicable law.

4. Liability and Risk Management

4.1. Responsibility of the MERCHANT

The MERCHANT shall be fully responsible for:

  • The legality of all products and services offered;
  • The accuracy and transparency of marketing content, sales pages, and communications;
  • Compliance with applicable laws, regulations and consumer protection standards;
  • Respond to any inquiries from PagAmerican's support team to ensure proper assistance to end-customers.

PagAmerican may, at any time, withhold funds, offset losses, suspend services, or terminate the MERCHANT's account in case of operational, legal, financial, or reputational risk.

4.2. Compensation and Recovery of Losses

PagAmerican may, at its sole discretion:

  • Use any current or future balance from the MERCHANT's financial account to cover fines, sanctions, fees, legal costs, or operational losses;
  • Issue direct charges or take legal action if retained balances are insufficient;
  • Adjust payout terms, impose reserves, or apply operational volume limits.

None of these measures shall be deemed abusive or excessive, and they are essential to PagAmerican's risk management framework under the MoR model.

4.3. Joint Liability of Controllers

In cases of fraud, bad faith, default, insolvency, or attempted contractual evasion, PagAmerican may hold personally and jointly liable the MERCHANT's controllers, including shareholders, executives, and other legal representatives named during onboarding.

Such liability shall remain even after contract termination.

5. Payout Policy and Financial Ledger

PagAmerican provides a transaction history, balance overview, and real-time ledger access.

Funds are remitted to the MERCHANT based on agreed schedules and may be subject to withholding for reserve, compliance, or risk-related assessments.

PagAmerican may delay or suspend payouts in cases of rule violations or operational risk associated with the MERCHANT.

6. License to Use the Platform

PagAmerican grants the MERCHANT a limited, non-exclusive, non-transferable, and non-sublicensable license to use its software and systems.

Reverse engineering, copying, tampering, or any unauthorized use of the platform is strictly prohibited.

The MERCHANT is responsible for maintaining secure access credentials and ensuring proper internal controls.

7. Confidentiality and Data Protection

Both parties agree to maintain the confidentiality of all commercial, technical, and operational information obtained through this relationship.

PagAmerican complies with applicable U.S. data protection regulations (such as CCPA) and implements industry-standard safeguards including PCI-DSS.

The MERCHANT is responsible for ensuring that its marketing, data handling, remain in compliance with all relevant laws.

8. General Provisions

These Terms remain in effect for an indefinite period and may be updated by PagAmerican at any time with prior notice.

Failure to accept future updates will result in termination of access to the platform.

This agreement is governed by the laws of the State of Delaware (USA).

The parties elect the courts located in Wilmington, Delaware as the exclusive jurisdiction for any disputes, waiving any other venue.

9. Special Compliance and Risk Management Clauses

9.1. Risk Mitigation Actions

PagAmerican may, at any time and without prior notice:

  • Withhold, block, or delay payouts;
  • Offset disputed values with future credits;
  • Establish rolling reserves, impose operational limits, or adjust contractual terms;
  • Suspend access to the platform;
  • Unilaterally terminate the MERCHANT's account.

These actions may be taken preventively upon detection of risk.

9.2. Risk Conditions

The actions above may be triggered by:

  • Chargeback rate above market thresholds;
  • Fraud, abuse, failed deliveries, or unauthorized product sales;
  • Violations of card brand, acquirer, or regulatory requirements;
  • Conduct that exposes PagAmerican to financial, legal, or reputational harm;
  • Lack of cooperation with audits or documentation requests;
  • Legal investigations, lawsuits, or regulatory sanctions;
  • Informal business shutdowns, inactivity, or corporate dissolution.

9.3. Mandatory Documentation Cooperation

The MERCHANT agrees to promptly provide:

  • Commercial and fiscal documents;
  • Public terms of service;
  • Manufacturing and product origin documentation.

Failure to comply may result in account suspension, fund retention, and legal liability.

9.4. Product Approval and Certified Factories

The MERCHANT may only sell products that have been previously approved by PagAmerican's onboarding and compliance team.

All manufacturing, packaging, and distribution must be handled exclusively by facilities that have been pre-approved and certified by PagAmerican.

Use of unauthorized suppliers is strictly prohibited.

PagAmerican may:

  • Request health, regulatory, or technical documentation (e.g., FDA, FTC, USDA);
  • Audit production and logistics processes;
  • Demand changes to labeling, formulation, packaging, or commercial positioning;
  • Suspend or prohibit the sale of non-compliant products.

Violation of this clause may result in:

  • Immediate account suspension;
  • Payout freeze;
  • Contract termination;
  • Charges related to damages, fines, or sanctions.

10. Product Approval and Certified Manufacturing Requirement

MERCHANTS may only sell products or services through the PagAmerican platform after receiving prior written approval from PagAmerican's onboarding and compliance team.

All products must be manufactured, packaged, and/or sourced exclusively from facilities that are pre-approved and certified by PagAmerican. The use of unverified suppliers, laboratories, or distribution centers is strictly prohibited.

PagAmerican may, at its sole discretion:

  • Request origin documentation, sanitary certifications, or regulatory registrations (e.g., FDA, FTC, USDA);
  • Require changes to labeling, composition, packaging, or marketing claims;
  • Conduct compliance audits or third-party inspections;
  • Suspend, reject, or ban products that do not meet legal, regulatory, or internal requirements.

Violation of this clause may result in:

  • Immediate suspension of the MERCHANT account;
  • Withholding of payouts;
  • Immediate contract termination;
  • Charges related to fines, losses, or legal actions resulting from such violations.

11. Right to Audit and Investigate

PagAmerican reserves the right to:

  • Audit merchant activity in response to anomalies, chargeback spikes, or violations;
  • Conduct enhanced due diligence through third-party providers;
  • Share relevant data with card schemes, acquirers, regulators, or law enforcement agencies as permitted or required by law.

12. Reporting Violations

Merchants, customers, and external stakeholders are encouraged to report any violations of this policy through PagAmerican's official support channels. All reports are taken seriously and will be reviewed by our compliance team.

If a violation involves potential breaches of applicable laws or regulations, PagAmerican reserves the right — and, where required, assumes the obligation — to promptly report the matter to local, state, federal, or international authorities, including law enforcement and regulatory bodies.

Corrective actions will be taken internally, and full cooperation will be provided to authorities to ensure legal and regulatory compliance.

Appendices

This Agreement is supplemented by the following appendices, which form an integral and binding part of the PagAmerican Terms of Use. In the event of any conflict between this Agreement and any Appendix, the provisions of the Appendix shall prevail for the matters it specifically governs:

The MERCHANT acknowledges that it has read, understood, and agrees to comply with all provisions set forth in the above appendices, which are enforceable under the same terms as the main agreement.

Appendix I. Prohibited and Restricted Products Policy

PagAmerican LLC
EIN: 39-2295400
Effective Date: 07/08/2025
Last Reviewed: 07/08/2025

1. Purpose

This policy outlines the categories of products that are strictly prohibited from being sold through the PagAmerican platform. The objective is to ensure compliance with applicable laws and regulations, protect consumer safety, and maintain the integrity of our payment infrastructure.

2. Scope

This policy applies to all business lines, employees, contractors, agents, and affiliates of PagAmerican LLC. It covers all activities related to merchant onboarding, transaction processing, and ongoing monitoring of account activity.

3. Regulatory Framework

PagAmerican LLC operates as a Merchant of Record and, based on current regulatory analysis, is not required to register as a Money Services Business (MSB) with FinCEN, as it does not engage in activities classified as money transmission under U.S. federal law.

However, PagAmerican remains fully committed to complying with:

  • All applicable federal, state, and local laws in the United States;
  • Regulatory requirements enforced by agencies such as FinCEN, the Federal Trade Commission (FTC), FDA, and others as relevant;
  • Applicable international standards where merchants operate, including consumer protection, data privacy, and e-commerce regulation;
  • Internal compliance procedures, including AML, chargeback risk mitigation, and fraud prevention protocols.

4. Prohibited Products

The sale of the following products is strictly prohibited. If a violation is identified, PagAmerican may, at its sole discretion, suspend transactions, withhold funds, and terminate the merchant account. We also reserve the right to report any illegal activity to the relevant authorities.

4.1 Illegal or Dangerous Products:

  • Narcotics, anabolic steroids, controlled substances, hormones, unapproved medications, or illicit drugs;
  • Psychoactive substances or any product designed to mimic drug effects;
  • Firearms, ammunition, explosives, weapon components or replicas;
  • Pesticides, toxic chemicals, or hazardous substances;
  • Any product containing cannabis, hemp, CBD, THC, or cannabis-derived ingredients, even if legally permitted in some jurisdictions;
  • Any product in violation of local, state, or federal laws in the United States or in the merchant's country of operation.

4.2 Violence and Hate-Related Content:

  • Items that promote racism, hate speech, violence, terrorism, discrimination, or harassment;
  • Products depicting or glorifying violent acts, torture, accidents, self-harm, death, or natural disasters;
  • Content inciting physical or psychological harm to individuals or groups.

4.3 Adult or Sexually Explicit Content:

  • Pornographic content, escort services, sexual services, or bestiality-related products;
  • Adult content delivered through social media channels such as Instagram Close Friends, Telegram, or private membership areas.

4.4 Deceptive or Unrealistic Claims:

  • Products promising guaranteed lottery winnings, miraculous health cures, or financial returns without substantiated evidence;
  • Unverified claims of curing medical conditions or offering success in gambling or sweepstakes.

4.5 Legally or Regulatorily Restricted Products:

  • Precious metals, gemstones, or artwork without documented legal origin;
  • Products intended to launder or conceal proceeds of criminal activity;
  • Items not certified or registered by relevant regulatory agencies (e.g., FDA, FCC, INMETRO, ANATEL);
  • Products violating data protection laws such as GDPR or the Brazilian LGPD.

4.7 Infringing or Unlawful Products:

  • Counterfeit goods, replicas, pirated content, or items violating intellectual property rights;
  • Products that misuse third-party names, images, or likenesses without consent;
  • Any product that infringes privacy, reputation, or personality rights.

4.8 Investment or Fundraising-Related Products:

  • Sale of equity, securities, or investor solicitation tools;
  • Unlicensed investment opportunities or financial schemes;
  • Pyramid schemes or unregulated multi-level marketing (MLM) programs.

5. Compliance Measures

PagAmerican reserves the right to:

  • Request additional documentation to validate operations;
  • Withhold funds or suspend withdrawals in case of suspected violations;
  • Terminate merchant accounts without prior notice;
  • Report violations to relevant regulators and law enforcement agencies.

6. Ongoing Monitoring and Risk Controls

PagAmerican utilizes a combination of automated systems and manual review processes to continuously monitor merchant activity and protect the platform. These controls include:

  • Real-time transaction monitoring for fraud detection, chargeback trends, and prohibited behavior;
  • Merchant risk scoring based on product category, refund rates, complaint ratios, and behavioral patterns;
  • Website and ad creative reviews to ensure transparency and regulatory compliance;
  • Periodic re-evaluation of higher-risk merchants and continuous surveillance of flagged accounts.

7. Merchant Accountability and Cooperation

To remain eligible on the PagAmerican platform, all merchants are expected to:

  • Maintain truthful, complete, and up-to-date product information and refund policies;
  • Respond in a timely manner to any customer dispute, inquiry, or complaint;
  • Cooperate fully with compliance audits or any document request by PagAmerican or its financial partners;
  • Promptly report any changes in product types, marketing models, fulfillment processes, or ownership structure.

Non-compliance may result in corrective actions, including temporary account suspension or permanent termination.

8. Right to Audit and Investigate

PagAmerican reserves the right to:

  • Audit merchant activities in cases of unusual volume spikes, chargeback surges, or policy violations;
  • Conduct enhanced due diligence using external data providers when needed;
  • Share information with acquiring banks, card networks, regulators, or law enforcement agencies, as permitted by law.

Appendix II. Chargebacks and Dispute Policy

PagAmerican LLC
EIN: 39-2295400
Effective Date: 07/08/2025
Last Reviewed: 07/08/2025

1. Definition of Chargeback

A chargeback is the process of disputing a transaction initiated by the end customer (cardholder) or the card issuer, resulting in the reversal of the payment.

Chargebacks may occur, among other reasons, due to:

  • Alleged fraud or unauthorized use of the card;
  • Product or service not received;
  • Product different from what was advertised;
  • Duplicate purchase or incorrect billing;
  • Violation of cancellation or delivery policies;
  • Misleading advertising or omission of relevant information.

2. PagAmerican's Autonomy as Merchant of Record

PagAmerican operates as the Merchant of Record before card brands, acquirers, and issuers, assuming full legal and financial responsibility for all transactions processed through its infrastructure.

As such, PagAmerican holds full, irrevocable, and unconditional autonomy to:

  • Issue full or partial refunds to end customers, even without a request from the MERCHANT;
  • Cancel transactions with indications of risk, irregularity, or fraud;
  • Withhold amounts from the financial ledger as a precautionary measure;
  • Offset disputed values with future credits;
  • Take any necessary measures to mitigate, absorb, prevent, or dilute the risk of chargebacks or financial disputes.

None of these actions require prior notice to the MERCHANT, nor their authorization, and are considered essential conditions of operation under the Merchant of Record model.

3. Dispute-Related Cost Handling

Notwithstanding PagAmerican's role as Merchant of Record and its associated liabilities under applicable card network rules and regulations, the MERCHANT acknowledges and agrees to the following:

  • PagAmerican reserves the right to assess and collect from the MERCHANT any amounts related to chargebacks, refunds, regulatory fines, penalties, account restrictions, and other operational liabilities arising from the MERCHANT's commercial operations.
  • PagAmerican reserves the right to recover from the MERCHANT any legal costs incurred in connection with such disputes, including attorneys' fees, expert evaluations, and administrative or operational expenses.

PagAmerican may, at its sole discretion, use any available platform balance linked to the MERCHANT to cover these expenses, as well as offset future credits or, if necessary, initiate direct or legal collection to recover the amounts owed.

4. MERCHANT's Duty to Cooperate

The MERCHANT agrees to provide complete documentary evidence within 48 business hours from PagAmerican's request.

Such evidence may include:

  • Invoice;
  • Valid shipping and tracking confirmation;
  • Terms and conditions accepted by the customer;
  • Communication confirming receipt or acceptance;
  • Proof of access or usage of digital products (logs, screenshots, etc.).

Failure to respond, or the submission of incomplete, generic, or inconsistent documents may result in:

  • Automatic loss of the right to dispute;
  • Final withholding of the transaction value;
  • Application of contractual penalties and other legal measures.

5. Monitoring and Operational Risk

PagAmerican may continuously monitor:

  • The monthly chargeback rate (as a % of total transactions);
  • The total volume of refunds and reversals;
  • Customer complaints related to misleading advertising or abusive practices;
  • Systemic risk signals identified by card brands or acquirers.

The MERCHANT acknowledges that rates above acceptable thresholds are considered critical and may result in the blocking of funds, account suspension, and changes to payout schedules.

6. Corrective Measures and Contract Termination

Based on this Annex and the main Terms of Use, PagAmerican may:

  • Reject the defense of transactions that violate its policies or compliance guidelines;
  • Immediately suspend the MERCHANT's account;
  • Withhold and/or offset values from the financial ledger;
  • Adjust payout timelines or establish reserve funds;
  • Unilaterally terminate the contractual relationship with the MERCHANT in cases of recurrence, bad faith, lack of cooperation, or high operational risk.

7. Precedence and Contractual Integration

This Annex is part of and complements PagAmerican's Terms of Use, prevailing over any commercial instruction or informal agreement in case of conflict.

The provisions herein fully comply with the rules of card brands (Visa, Mastercard, Amex), acquirers, gateways, processors, and other regulatory authorities in the United States.

Appendix III. Privacy Policy

PagAmerican LLC
EIN: 39-2295400
Effective Date: 07/08/2025
Last Reviewed: 07/08/2025

1. Scope and Purpose

PagAmerican collects and processes data in a limited, legitimate, and transparent manner for the purpose of:

  • Complying with legal and regulatory obligations in the United States;
  • Operating and maintaining the platform under the Merchant of Record model;
  • Verifying the identity and eligibility of the MERCHANT and their representatives;
  • Processing transactions, managing chargebacks, refunds, and disputes;
  • Monitoring risk, preventing fraud, and applying security measures;
  • Protecting the interests of PagAmerican, consumers, and financial partners.

2. Data Collected

a) Data from the MERCHANT and its legal representatives:

  • Name, email, phone number, role, address, country of origin, identity documents;
  • Banking and commercial data (EIN, corporate documents, bank account information).

b) Platform usage and transaction data:

  • Sales volume, checkout URLs, marketing campaigns, chargebacks, shipping status;
  • Anti-fraud data, geolocation, and behavioral tracking for transaction validation.

c) End customer data:

  • Information necessary for processing transactions, fraud analysis, refunds, or disputes (e.g., name, email, address, product purchased, order status).

3. Storage and Security

  • Data is stored on secure servers located in the United States with restricted access, encryption, and monitoring;
  • PagAmerican implements industry-standard security practices and complies with PCI-DSS where applicable;
  • Data may be retained for up to five (5) years after the end of the business relationship for compliance, investigations, legal defense, and fiscal obligations.

4. Data Sharing

PagAmerican may share data with:

  • Gateways, acquirers, card brands, issuers, and payment processors;
  • Fraud prevention services and identity verification platforms;
  • Accounting, auditing, and legal firms contracted by PagAmerican;
  • Tax, financial, regulatory, or law enforcement authorities, when legally required;
  • Third-party service providers and subprocessors, within or outside the U.S., provided they adhere to contractual confidentiality and security standards.

PagAmerican does not sell personal data nor use it for advertising purposes beyond contractual obligations.

5. Consent for Behavioral Data Collection

The MERCHANT acknowledges and authorizes PagAmerican, directly or through its anti-fraud partners, to collect and process:

  • IP address, approximate location, browser, and device type;
  • Behavioral data related to browsing and checkout interactions;
  • Device identifiers and fingerprint data for transaction validation.

This data is used exclusively to mitigate risk, validate transactions, and protect system integrity.

6. Prohibition on Unauthorized Sensitive Data Sharing

The MERCHANT agrees not to transmit to PagAmerican—intentionally or by negligence—any data classified as sensitive under applicable law, such as:

  • Health data, biometrics, religion, racial or ethnic origin;
  • Social Security Numbers (SSN), minor information, or sensitive tax records of consumers.

If such data is shared without legal basis or valid consent from the data subject, the MERCHANT shall be fully liable for all legal, regulatory, and compensatory consequences.

7. MERCHANT Responsibilities Regarding Privacy

The MERCHANT must comply with Applicable Data Protection Laws and the following requirements:

  • Implementing its own privacy policy on all controlled environments;
  • Collecting and processing end customer data based on valid consent and legal grounds;
  • Applying adequate storage, security, and usage practices, including across external integrations;
  • Ensuring that all advertising, checkouts, and landing pages comply with privacy laws.

8. Security Incidents and Liability

  • PagAmerican maintains an incident response plan and will notify affected parties as legally required in the event of a relevant data breach;
  • The MERCHANT shall cooperate with investigations or mitigation actions related to data security or privacy;
  • If PagAmerican is held responsible for violations caused directly or indirectly by the MERCHANT, the MERCHANT shall fully indemnify PagAmerican for all costs, losses, fines, or penalties.

9. Precedence and Contractual Integration

This Annex is part of and complements PagAmerican's Terms of Use and is governed by applicable U.S. data protection laws, including:

  • California Consumer Privacy Act (CCPA)
  • Gramm-Leach-Bliley Act (GLBA)
  • Federal Trade Commission Act (FTC Guidelines)
  • PCI-DSS standards, where applicable

PagAmerican is committed to exercising the highest level of control over data processed through its infrastructure to ensure full compliance with legal, regulatory, and market requirements. All security, governance, and audit procedures are adopted to guarantee the platform operates according to the highest standards of quality and accountability.