GENERAL TERMS OF USE
NAKA PAY APP
1 October 2026
1. BASICS
These General Terms of Use (“General Terms”) set forth the legal framework applicable to NAKA Pay App and the XAUT Exchange Service. The General Terms aim to present the basic rights and obligations between you as a user of NAKA Pay App (“User”, “you”, “your”) and the NAKA Entity managing and operating NAKA Pay App (“NAKA”, “us”, “our”). The NAKA Entity managing and operating NAKA Pay App and XAUT Exchange Service is NAKA SLV (support@naka.com)
Except to the extent expressly addressed in these General Terms, other NAKA Services, including the issuance and use of the Cards, remain governed by their separate terms and conditions. Section 2.7 prevails over inconsistent provisions of these General Terms solely in relation to XAUT Payments. It does not replace the separate NAKA+ Card terms governing card issuance, merchant disputes or eligibility for refunds and chargebacks.
1.1 Your Agreement to these General Terms
By using NAKA Pay App, you confirm that you have carefully read these General Terms, and you agree to be bound by them. If you do not agree with them, we recommend you cease using NAKA Pay App immediately. If you do not fully understand a provision of these General Terms, we recommend you consult us before starting to use NAKA Pay App. We will be very pleased to answer all your questions and clarify any possible ambiguities. We are available at the e-mail address stated above. We recommend that you occasionally review these General Terms and the Personal Data Protection Notice NAKA Services, because these documents together form the agreement between you and us regarding the use of NAKA Pay App.
If you are a natural person, you are only allowed to use NAKA Pay App if you are older than 16 years. In case the legal age in your jurisdiction is more than 16 years, you hereby confirm that you have obtained the required consent from your legal guardian for using NAKA Pay App.
By accessing and using NAKA Pay App, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and Blockchain-based systems, and that you have a working knowledge of the usage and intricacies of the Crypto-Assets.
1.2 Changes to the General Terms
We reserve the right to amend these General Terms at any time and upon our sole discretion. In such cases, we will use reasonable efforts to provide notice of changes, such as by publishing the notice on our webpage. Alternatively, you may track the current version of these General Terms by the date of their effect stated at the top of the General Terms. We also recommend that you save a copy of the General Terms for future reference and comparison. By continuing to access or use NAKA Pay App, you confirm you accept the General Terms in their current version. It is your sole responsibility to review them from time to time to ensure you are acquainted with the applicable version of the General Terms, including any changes thereto. We recommend you check these General Terms each time before using NAKA Pay App to ensure that you understand what terms and conditions apply when you access or use NAKA Pay App.
1.3 XAUT Exchange Service Terms
Notwithstanding the general acceptance provisions in sections 1.1 and 1.2 of these General Terms, you must expressly accept the provisions applicable to the XAUT Exchange Service before enabling XAUT for the first time. Acceptance will be requested in NAKA Pay App. By accepting and subsequently authorizing an XAUT Payment, you agree to the reservation and exchange of XAUT, the related settlement transfers, the applicable disclosed pricing, and the crediting of refunds in USDT as described in sections 2.7 and 7. You may continue using other available functionalities of NAKA Pay App without enabling XAUT, subject to their applicable terms.
1.4 Applicable Terms and Definitions
Terms and capitalized words not defined in the main text have the following meanings:
Term | Definition / Meaning |
|---|---|
Acquirer | means a legal entity or sole entrepreneur that acts as an intermediary between the Merchants and NAKA Payment Network. It establishes a contractual relationship with the Merchants, provides them the NAKA Payment Technology, exchanges the Crypto-Assets for other Crypto-Assets or the Fiat, and settles the Merchants claims. |
Affiliate | is a direct or indirect subsidiary, a holding company, and any other subsidiary of that holding company. |
Agent(s) | means shareholders, directors, officers, Associates, contractors, partners, insurers, and attorneys of the NAKA Entities. |
AML/CTF Legislation | means any anti-money laundering and counter-terrorism financing legislation applicable in a particular jurisdiction. |
Associate(s) | means any persons performing work for the NAKA Entities based on an independent contractor agreement. |
Blockchain | means an information repository that keeps records of transactions and that is shared across, and synchronized between, a set of Blockchain Nodes using a Consensus Mechanism. |
Blockchain Node | is a device or a process that is part of a Blockchain and holds a complete or partial replica of records of all transactions on a Blockchain. |
Card(s) | refers to NAKA Card(s) and NAKA+ Cards. |
Card Issuer(s) | is a legal entity, licensed as a credit institution, e-money issuer, postal institution, payment institution, bank, state, local government, or a legal person holding a PSI DSS certificate, that facilitates the technical issuance of new Cards. It also performs EMV security checks including PIN and CVV correctness. |
Cardholder(s) | means (i) any individual to whom NAKA Card is issued and who is onboarded as the user of NAKA Pay App, and/or (as the context requires) (ii) any individual to whom NAKA+ Card is issued and who is onboarded as the user of NAKA Pay App. |
Consensus Mechanism | means rules and procedures by which an agreement is reached among the Blockchain Nodes that a transaction is validated. |
Crypto-Asset(s) | means a digital representation of a value or of a right that can be transferred and stored electronically using the Blockchain or similar technology. |
Crypto QR Payments | means a system for facilitating payments via QR codes with the Crypto-Assets, managed and operated within the NAKA Group. |
Digital ID | is an electronic representation of personal identity, used for verification processes. |
Digital Wallet(s) | is any custodial or self-custodial mobile application that enables management and payment with the Crypto-Assets via QR codes at the Merchants. |
Fiat | is a government-issued currency that is not backed by a physical commodity but by the government that issued it. |
Exchange Execution Delay (EXD) | is the predetermined period applicable to an exchange order arising from a payment authorization or an incremental authorization, before that order is executed, subject to the transaction-completion exception in section 2.7.4 of these General Terms. |
Gas | is a fee required to successfully conduct a transaction on the Blockchain or execute the Smart Contract. It is paid to the Blockchain Nodes for ensuring the confirmation of the Crypto-Assets transactions. It is set by the Blockchain and fluctuates based on network traffic and transaction complexity. |
ICT | means information and communication technology. |
Merchant(s) | is a legal entity or a sole entrepreneur who concludes the Merchant Agreement with the Acquirer to be included in NAKA Payment Network. |
Merchant Agreement | means a contract between the Merchant and the Acquirer containing their respective rights, duties, and obligations for the Merchant’s participation in NAKA Payment Network. |
NAKA Card | means a virtual payment card, issued within NAKA Card Payment Network, which may be used to pay for goods and services using the Crypto-Assets and/or other tokenized assets, at the Merchants. Management of NAKA Cards is facilitated through NAKA Pay App. |
NAKA+ Card | means a virtual self-custodial payment card, issued within NAKA Payment Network in association with the principal issuer within Visa Payment Network, which may be used to pay for goods and services using the Crypto-Assets and/or other tokenized assets. Management of NAKA+ Cards is facilitated through NAKA Pay App. |
NAKA Payment Network | means a Blockchain-based payment network compatible with EMV and PCI DSS standards, used to facilitate transactions and settlements between the Cardholders and the Merchants, who are associated with this Network, through the utilization of the Smart Contracts. |
NAKA Entity(ies) | means any, several or all (as the context may require) of the following companies: 1. NAKA GLOBAL d.o.o. (NAKA GLOBAL Ltd.), incorporated under the laws of the Republic of Slovenia, with its corporate seat at Letališka c. 33F, 1000 Ljubljana, Republic of Slovenia, reg. no. 8106452000 (“NAKA GLOBAL”); 2. NAKA CH Sagl, incorporated under the laws of Switzerland, with its corporate seat at Crocicchio di Cortogna 6, 6900 Lugano, Switzerland, reg. no. CHE-327.549.674 (“NAKA CH”); 3. NAKA SLV, S.A. de C.V., incorporated under the laws of El Salvador, with its corporate seat at Calle Cuscatlan, Casa 4312, Colonia Escalon, the municipality of San Salvador, El Salvador, reg. no. 2023108736 (“NAKA SLV”); 4. NAKA EUROPE d.o.o. (NAKA EUROPE Ltd.), incorporated under the laws of the Republic of Slovenia, with its corporate seat at Letališka c. 33F, 1000 Ljubljana, Republic of Slovenia, reg. no. 9244557000 (“NAKA EUROPE”). |
NAKA Group | means a group of legal entities, which are subsidiaries and/or the Affiliates of the parent company, NAKA GLOBAL, either directly or indirectly, including all NAKA Entities. |
NAKA Mobile App(lication)(s) | means a software program developed, owned, and operated by one or more of the NAKA Entities, designed to be downloaded and installed by a User on a device (e.g., a smartphone or tablet) running a compatible operating system (e.g., iOS or Android). This includes all versions, updates, and integrated features of the published NAKA Mobile App. |
NAKA Partner(s) | means any individual or a legal entity with whom the NAKA Entities concluded a service or other type of contract, such as ICT services and cloud service providers, AML/CTF checks service providers, CRM software providers, card processing service providers, etc. |
NAKA Pay App | means the NAKA Mobile Application used to access a self-custodial wallet, through which the Cardholder operates and manages the Cards, issued within NAKA Card Payment Network or in association with it (e.g., NAKA Card or NAKA+ Card). The Cards are managed through the wallet in NAKA Pay App, including the Card’s Private Key. This app serves also as a means of personal identification when using Crypto QR Payments. |
NAKA Payment Technology | means a software system for the provision of different Crypto-Assets related services, including payments with the Crypto-Assets by using NAKA Cards, processing of such payments, and other services. |
NAKA Personnel | means individuals acting as NAKA’s employees, Associates and Agents. |
NAKA Service(s) | means any of the products and services offered by any of the NAKA Entities, including NAKA Pay App and issuing of the Cards. |
Payer(s) | means (i) a natural or legal person who makes a payment to the Merchant using NAKA Card, or a Digital Wallet (for the purpose of employing Crypto QR Payments), and/or (ii) a natural person who makes a payment via NAKA+ Card. |
Passcode | means an identification number essential for accessing NAKA Pay App and ensuring the app security by restricting unauthorized access by persons not familiar with the Passcode. |
PIN | means a personal identification number required to complete transactions with NAKA Card. |
Personal Data | means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more other factors. |
Private Key | is a unique code that allows the Users to access and manage the Crypto-Assets in NAKA Pay App. |
Sanctions List | means: (i) SDN List, Non-SND List, FSE List, SSI List, NS-PLC List, CAPTA List, NS-MBS List and NS-CMIC list, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ii) Consolidated list of persons, groups and entities subject to the EU financial sanctions, published by the European Commission; (iii) the United Nations Security Council Consolidated List, (iv) Consolidated list of financial sanctions targets, published by the Office of Financial Sanctions Implementation, part of HM Treasury, (v) SECO list and (vi) any other global and national sanctions lists used by SumSub. |
Seed Phrase | means a sequence of 12 random words that provide the information required to recover a lost or damaged NAKA Pay App. |
Smart Contract | is a software program stored on a Blockchain, which will execute itself when a set of predetermined conditions are met and is meant to implement automated transactions in NAKA Payment Network. |
Spending Asset | Is the supported Crypto-Asset selected in NAKA Pay App to fund payments with the eligible Card. |
SumSub | is a third-party identity verification service provider and the NAKA Partner. More information on SumSub is available on the following link: https://sumsub.com/. |
Terminal(s) or Point(s) of Sale (POS) | means payment acceptance points available as (i) a part of physical point-of-sale (POS) hardware devices, (ii) a soft-POS solution, (iii) e-commerce solution or (iv) pay-by-link solution that Merchants use to process Payers’ transactions and other transactions with other payment means. The Terminal may be provided by the NAKA Entity, a NAKA Partner or a third party. |
Travel Rule | refers to a global regulatory standard adopted by Recommendation 16 of the Financial Action Task Force (FATF) that requires the Crypto-Asset service providers to share certain information about originators and beneficiaries of transactions with the Crypto-Assets. |
Travel Rule Obligation | means the scope of information that must be enclosed to any Crypto-Assets transaction by the service provider in line with the Travel Rule. |
USDT | is the ticker for the Tether Crypto-Asset which is backed by the United States of America dollar (USD). More information on USDT is available on the following link: https://tether.to/. |
User(s) | means any individual user of any of the NAKA Mobile App (including NAKA Pay App). |
Visa Payment Network | means the payment network Visa. For more information please see: https://www.visa.com/en-us. |
XAUT | Is the ticker for the Tether Crypto-Asset which is backed by physical gold. More information on XAUT is available on the following link: https://usdt0.to/assets/xaut0 |
XAUT Exchange Service | Is the service described in section 2.7 of these General Terms through which XAUT is exchanged into USDT to fund eligible NAKA+ Card payments and related settlement, reconciliation and refund operations. |
XAUT Payment | Is an eligible NAKA+ Card payment for which XAUT is the selected Spending Asset and the XAUT Exchange Service is used. |
2. PROVISION OF SERVICES THROUGH NAKA PAY APP
To use NAKA Pay App, you must first download it from the store (Google Play or Apple Store, based on the operational system used on your electronic device) and create a new wallet or add an existing one.
2.1 Creating a new user profile
Before you commence using NAKA Pay App, you must set a 4-digit Passcode or enable face recognition feature on your device. The Passcode serves as a fundamental security measure, granting access to NAKA Pay App and preventing unauthorized entry. Setting NAKA Pay App Passcode initiates the creation of the Smart Contract, enabling you to utilize the functionalities of NAKA Pay App. Following the Passcode setup, you are presented with three options for backing up the Seed Phrase: (i) a manual backup, (ii) iCloud backup, or (iii) Google Drive backup. Opting for Google Drive backup necessitates the creation of a master password. This master password is essential for decrypting the Seed Phrase stored on Google Drive, ensuring its security. Alternatively, selecting iCloud backup automatically encrypts the Seed Phrase, enhancing its security.
IMPORTANT: NAKA Pay App is self-custodial, therefore we do not retain any copies of the Passcode, the Seed Phrase, or the master password. Consequently, in the event of their loss, we cannot facilitate recovery. Therefore, we recommend that you ensure you securely save the Passcode, the Seed Phrase, the master password or any other security feature you use to access NAKA Pay App.
2.2 Adding Existing Profile
You may initiate the process of adding an existing profile by selecting the method for importing the Seed Phrase. Three options are available: (i) a manual import, (ii) iCloud import, or (iii) Google Drive import. If you opt for manual import, you must enter the Seed Phrase manually into the designated fields. Alternatively, if you choose to import the Seed Phrase from iCloud or Google Drive, you will be prompted to input the master password to decrypt the Seed Phrase stored on Google Drive. The Seed Phrase on iCloud will be decrypted automatically. Upon successful decryption, you are required to set a 4-digit Passcode. The Passcode serves as a fundamental security measure, granting access to NAKA Pay App and preventing unauthorized entry. By completing these steps, you will successfully import NAKA Pay App, gaining access to its functionalities.
2.3 Card(s) Management
The use of the Cards is facilitated through your profile within NAKA Pay App. To be issued and to use the Cards, you are required to generate the Smart Contract on the Blockchain and connect it to your Card in NAKA Pay App.
Please note that none of the NAKA Entities is the owner, custodian, or controller of the Smart Contracts used within NAKA Payment Network to facilitate transactions between recipients (e.g., the Merchants) and the Cardholders. The NAKA Entity that provides NAKA Pay App (as stated in section 1. BASICS) does not offer to the Users: (i) custody or management of the Crypto-Assets, (ii) exchange between the Crypto-Assets or between the Crypto-Assets and the Fiat, (iii) transfers of the Crypto-Assets, as the Smart Contract is exclusively managed by the Cardholder, who alone holds the Private Key used to interact with the Smart Contract. The Cardholder is solely responsible for ensuring sufficient Crypto-Assets before using the Cards for payments, by transferring the Crypto-Assets from your chosen Digital Wallet to the Smart Contract linked to your NAKA Card or NAKA+ Card. The Cardholder is also the only one who can authorize a transaction using NAKA Pay App and initiate the transfer of the Crypto-Assets with your Card.
For XAUT Payments, we provide the exchange service and arrange the reservations, exchanges and transfers described in section 2.7 of these General Terms pursuant to the payment authorization. Those operations may occur automatically after the initial authorization and may restrict the availability of reserved amounts.
NAKA Pay App also enables the following features:
2.3.1 Payment Card Settings
(a) Set/Change PIN: You have an option to set and/or change PIN associated with the Card.
(b) Daily limit: You can set an overall daily spending limit from USDt 10.00 to USDt 999.99. The default daily spending limit is set to USDt 999.99. For NAKA+ Card, the daily spending limit is from USD 10.00 to USD 9,999.99. The default daily spending limit is set to USD 999.99.
(c) Payment (single transaction) limit: You can set a single transaction limit from USDt 10.00 to USDt 999.99. The default single transaction limit is set to USDt 500.00. For NAKA+ Card, the single transaction limit is from USD 10.00 to USD 9,999.99. The default single transaction limit is set to USD 999.99.
(d) Block Card: If you lose or damage your Card, or the Card is stolen from you, you can block the Card by selecting the block feature. By doing so, you will no longer be able to unblock the Card, thus you will be required to obtain a new Card to be used with the existing Smart Contract. In such cases, you also have an option to “Request new card” on NAKA Pay App’s home screen to order a new Card. In such cases you will undergo the same linking procedure as described above (regarding the physical Card).
(e) Freeze Card: You may use this feature to temporarily disable your Card for a selected period. You can reactivate the Card at any time, at which point it will immediately be enabled for further use.
(f) Show Card details: This functionality shows you the Cardholder’s name, the Card number, expiry date and CVV.
(g) Spending Asset: For an eligible NAKA+ Card, you may use the "Pay With" selector to choose USDT or, after completing activation, XAUT as the Spending Asset. USDT is the default selection. The selection is associated with the relevant Card and remains in effect until changed. Selecting another Spending Asset does not cancel reservations, exchanges or settlement obligations relating to payments already authorized. XAUT selection does not enable XAUT Payments with NAKA Cards or Crypto QR Payments.
2.3.2 Top-up the Card
You can transfer your Crypto-Assets, stored with third-party service providers (e.g., Binance, MetaMask, Ledger) to the Smart Contract linked to your Card. By selecting “Top-up” within NAKA Pay App’s interface, you gain access to the information about the Crypto-Asset, the Blockchain network on which such Crypto-Asset is issued, the Blockchain deposit address, and a QR code containing the Blockchain deposit address. You also have an option to share the Blockchain deposit address via various messaging methods supported on your electronic device (e.g., email and messaging applications). When performing transactions in NAKA Pay App, you will have to pay the Gas, required by the Blockchain Network, as well as any associated fees from the third-party service provider(s), to facilitate the transfer of Crypto-Assets to the Smart Contract.
Upon completion of payments and Blockchain confirmations, the transferred Crypto-Assets will be deposited into the Smart Contract, and the corresponding amount balance will be updated on NAKA Pay App’s home screen. There are no restrictions on the number of top-ups or the amount of the Crypto-Assets that can be sent to the Smart Contract associated with your Card.
Sending unsupported Crypto-Assets, or sending Crypto-Assets via a Blockchain other than the supported Blockchain, may result in the permanent loss of such Crypto-Assets or non-crediting of the assets.
2.3.3 Withdrawal of Crypto-Assets
You can withdraw the Crypto-Assets from the Smart Contract which is connected to the Card. Upon selecting the “Withdraw” option within NAKA Pay App interface, you will be prompted to enter the desired withdrawal amount. Following this input, you will be notified that the withdrawal amount will be reserved for a duration of one (1) hour before becoming eligible for withdrawal. Next, you will be prompted to enter the Blockchain withdrawal address, with a reminder to ensure that the provided address can accept the Crypto-Asset that you are withdrawing. During the 1-hour reservation period, you maintain the option to cancel the withdrawal request by selecting “Cancel Withdraw”. However, once the 1-hour period elapses, you are required to confirm the withdrawal by clicking on “Complete Withdraw”. Only one withdrawal request can be initiated within a single hour, and you will be unable to make multiple withdrawal requests simultaneously.
2.3.4 Transaction History
This feature shows you the following transaction details relating to the Card: (i) amount in Fiat, (ii) amount in the Crypto-Asset, (iii) applicable exchange rate between the Fiat and the Crypto-Asset or between Crypto-Assets, (iv) the date and time of the transaction, (v) the Merchant’s name.
2.3.5 NAKA Locations
This feature shows you (and also allows you to search through) the locations of Merchants that accept NAKA Cards and Crypto QR Payments as a means of payment.
2.4 Making Payments with Cards
To initiate a payment, the Cardholder presents (i) their NAKA Card to the Merchant’s Terminal or (ii) their NAKA+ Card to the Terminal supporting payments with that card. The payment request is in any case signed with the Cardholder’s Private Key and countersigned by the Card Issuer, with both signatures verified by the deployed Smart Contract. A payment other than an XAUT Payment is executed by transferring the relevant Crypto-Assets to the acquirer's Blockchain address designated for the receiving merchant.
2.5 Identification and Verifying Identity
In accordance with the AML/CTF Legislation (and in particular, the Travel Rule), we are required to verify the identity of the Payer (regardless of the means of payment, e.g., NAKA Cards, Digital Wallets). NAKA Pay App facilitates such identity verifications for both payments with the Cards and Crypto QR Payments.
To perform the identity verification, the Payer must create the Digital ID using NAKA Pay App (i) before using the Card for the first time, or (ii) before initiating a payment via their Digital Wallet.
When paying with the Card, the Digital ID is automatically shared during the transaction. For Crypto QR Payments, the Digital ID must be shared manually: the Terminal displays a QR code, which the Payer must scan using the built-in scanner in NAKA Pay App. For e-commerce POS solutions, the personal data required for the Digital ID is entered manually.
For detailed information on the Travel Rule Obligation and the manner in which the collected data is processed during the identification and verification process, please see the applicable Personal Data Protection Notice NAKA Service.
2.6 Other Services
Please note that not all of the services provided within NAKA Pay App are necessarily provided by the NAKA Entity, which offers NAKA Pay App. Some of the services may be provided through the NAKA Group’s affiliated companies, a NAKA Partner, or other third parties (e.g., AML/CTF checks are provided by the NAKA Partners). We may use NAKA Partners and third-party exchange venues to perform the XAUT Exchange Service.
2.7 Payments with XAUT
2.7.1 Activation
The XAUT Exchange Service is available only for eligible NAKA+ Cards through NAKA Pay App where expressly enabled. It is not available for NAKA Cards or Crypto QR Payments.
Before using the XAUT Exchange Service, you must accept these terms, enable XAUT within NAKA Pay App, and select XAUT as the Spending Asset. Enabling XAUT does not constitute a general instruction to exchange your entire XAUT balance.
2.7.2 Payment authorization
To initiate a payment, the Cardholder must open NAKA Pay App and enable the required transaction-signing functionality before initiating the Card payment. Authorization requires sufficient available XAUT and the required valid signatures.
By authorizing the payment, the Cardholder instructs us to arrange the reservation and exchange of the XAUT necessary for that payment and its permitted adjustments, together with the resulting settlement and refund transfers. Those operations may be performed automatically after initial authorization and a further manual confirmation is not required.
These instructions are limited to the authorized payment and its related adjustments. They do not authorize unrelated trading, portfolio management or the exchange of uncommitted assets for other purposes.
2.7.3 Reservations
Following payment authorisation, the amount of XAUT required to complete the payment is reserved based on the applicable exchange rate. Reserved XAUT remains unavailable for other payments or withdrawal until the reservation is adjusted, applied, or released. Additional authorized payment amounts may require additional XAUT reservations and exchange orders. A payment request that is declined at the initial authorization stage does not trigger an XAUT exchange or reservation under this flow.
The reservation may include a maximum incremental percentage buffer to accommodate permitted increases, merchant-category adjustments, exchange-rate changes, or an amount ultimately captured above the original authorization.
The initial EXD for XAUT is 20 minutes, and it runs from the payment authorization. As an exception, if additional funds are needed to complete the final payment, the required exchange is carried out immediately without waiting for an existing EXD to expire. This may happen if the final payment amount increases or the applicable exchange rate changes.
Payment authorization and exchange execution are separate processes. An approved payment authorization does not establish that an exchange has already been executed. Exchanges are processed asynchronously and may be aggregated with other exchange orders.
2.7.4 Exchange rates and pricing
The reference exchange rate for XAUT-to-USDT conversion is obtained from the third-party exchange provider used by us. Where a current reference rate is temporarily unavailable, the last available reference rate may be cached for up to 5 minutes. Reference-rate displays may therefore differ from a continuously updated market price.
A Fiat-to-USD conversion associated with the Card transaction is separate from the XAUT-to-USDT exchange.
2.7.5 Completion and settlement
An exchange is carried out through the Payment Gateway and a third-party exchange before the corresponding XAUT is transferred from the Smart Contract.
Once the payment is completed, the required amount of XAUT is transferred from the Cardholder’s Smart Contract to the Payment Gateway, and the USDT required for Card settlement is transferred from the Payment Gateway to the designated collateral Blockchain address.
The amount of XAUT transferred will be the higher of: (i) the amount of XAUT already exchanged for the payment; or (ii) the amount of XAUT required to cover the final USDT payment amount. If additional XAUT needs to be exchanged to complete the payment, the exchange will be carried out in accordance with section 2.7.4 of these General Terms. Any reserved XAUT that is no longer required will be returned to the Cardholder’s Smart Contract once the reservation ends.
If the exchange produces more USDT than is required for the final payment, the surplus USDT will be credited back to the Cardholder’s Smart Contract, subject only to the charges specified in section 7 of these General Terms. If the final payment amount is reduced after an exchange has already been completed, the completed exchange will not be reversed.
2.7.6 Reductions and reversals
If a payment is fully reversed before the exchange takes place, any pending exchange order is cancelled, and the reserved XAUT is released.
If the final payment amount is reduced before the exchange takes place, the pending exchange order and XAUT reservation are reduced accordingly. Any XAUT that is no longer needed is released. If an additional exchange is still required to complete the payment, it will be carried out immediately in accordance with section 2.7.4 of these General Terms.
A reduction in the payment amount does not necessarily mean that the reserved XAUT will become available immediately.
If the exchange has already taken place, it will not be reversed even if the payment is later reduced or fully reversed. The exchanged XAUT will continue through the settlement process, and any amount due to the Cardholder as a result of the reduction or reversal will be credited back to the Cardholder’s Smart Contract in USDT.
If only part of the reserved XAUT has already been exchanged, the unexchanged part will be released or adjusted as necessary, while the exchanged part will be settled in USDT.
2.7.7 Refunds and chargebacks
Any merchant refund, reversal or chargeback received after XAUT has already been exchanged will be credited to the Cardholder’s Smart Contract in USDT in accordance with sections 2.7.4, 2.7.5 and 2.7.6 of these General Terms. The USDT will not be exchanged back into XAUT, even if XAUT remains the selected Spending Asset or the Cardholder has changed the selected Spending Asset.
Refunds, reversals and chargebacks relating to Card transactions processed through the Visa Payment Network are handled in accordance with the applicable Visa Payment Network rules and procedures. Whether the Cardholder is entitled to a refund, reversal or chargeback, and any applicable eligibility conditions, evidence requirements and time limits are determined in accordance with the applicable NAKA+ Card terms, the applicable Payment Network rules.
Where a merchant refund involves foreign currency conversion, the amount refunded in the original transaction currency will be converted into the applicable Card billing currency using the exchange rate applicable to the processing of that refund, as determined by Payment Network rules and NAKA+ Card terms. The relevant processing or conversion date may differ from the date on which the merchant initiates the refund or the credit reaches the Cardholder’s Smart Contract. The exchange rate applied to the refund may therefore differ from the exchange rate applied to the original purchase. The corresponding USDT credit will be calculated separately in accordance with sections 2.7.4, 2.7.5 and 2.7.6 of these General Terms and the applicable NAKA+ Card terms. Consequently, even where the merchant refunds the full purchase amount in the original transaction currency, the amount of USDT credited may be higher or lower than the amount of USDT used for the original transaction.
For reversals and chargebacks, the amount to be credited, the applicable exchange rate and conversion date, and the treatment of any exchange-rate difference will be determined under the rules applicable to that reversal or chargeback. The merchant-refund conversion provisions above do not override any requirement under the applicable Payment Network rules, NAKA+ Card terms or applicable law to restore the original billed amount.
Any foreign currency conversion fee expressly disclosed as applicable to the relevant refund, reversal or chargeback in the applicable NAKA+ Card terms and fee schedule will also apply to the extent permitted by applicable law and the applicable Payment Network rules.
The Cardholder is not entitled, solely as a result of a refund, reversal or chargeback, to receive the original amount of XAUT that was exchanged or the amount of XAUT that could have been purchased with the refund at an earlier exchange rate. For the purposes of the Cardholder’s Smart Contract, a refund, reversal or chargeback is treated as a separate USDT credit and does not reverse a completed Blockchain transaction.
Nothing in this section excludes or limits any rights or remedies of the Cardholder that cannot lawfully be excluded or limited.
2.7.8 Availability
The Exchange Service depends on several systems and services being available, including required signatures, supported Smart Contracts, exchange-rate information, sufficient liquidity, the Payment Gateway, third-party exchanges and the relevant Blockchains. If any of these are unavailable or fail, a payment may not be authorised, or an exchange, reconciliation or settlement may be delayed. Exchange requests may be retried if necessary.
A technical or operational failure does not remove our obligation to account for funds it has received or to provide any refund or surplus credit due under these General Terms.
If there is a shortfall after a payment has been authorised, any method used to cover that shortfall must be separately agreed. This section does not allow an overdraft or give us a general right to use or debit the Cardholder’s other Crypto-Assets.
3. SUPPORTED CRYPTO-ASSETS AND BLOCKCHAINS
IMPORTANT: Since all the services provided through NAKA Pay App are associated with the Crypto-Assets, it is important to get acquainted with the Crypto-Assets supported within NAKA Pay App, including the Blockchains on which the Crypto-Assets are issued. The list of currently supported Crypto-Assets and Blockchains is available here. We recommend that you review these General Terms and/or the list of the supported Crypto-Assets and the Blockchains before each use of NAKA Pay App in order to ensure you are acquainted with the current set up.
We reserve the right to occasionally change the list of the supported Crypto-Assets and/or Blockchains based on our business needs. In case of changes that require a migration of the Crypto-Assets from one Blockchain to another, we will inform you of such requirements and the associated consequences.
4. LIMITATIONS, RESTRICTIONS AND PROHIBITED USES
NAKA Pay App is a purely self-custodial solution, meaning that we do not - under any circumstances - have any custody, possession, or control over your Crypto-Assets or Private Keys. NAKA Pay App is a software tool used solely for deploying the Smart Contracts, linking the Cardholder’s Card with the deployed Smart Contract, managing the Card, and creating and sharing the Digital ID.
You are solely responsible for keeping NAKA Pay App secure and should never share the Private Key or the Seed Phrase with anyone.We do not require you to disclose your Private Key or Seed Phrase to use the XAUT Exchange Service. We are not liable for any acts or omissions made by you that compromise or could compromise NAKA Pay App.
Self-custodial wallet access does not mean that all activities available through NAKA Pay App are limited to software provision. For XAUT Payments, we perform the exchange service and arrange reservations and settlement operations under section 2.7 of these General Terms. Those operations involve a Payment Gateway and third-party exchange venues, and reserved amounts are not freely available for withdrawal.
4.1 Prohibited Persons
By accessing and using NAKA Pay App you represent and warrant that you are not a prohibited person and are not acting for or on behalf of any prohibited person. Deemed as prohibited persons are persons:
(a) Based in - or being a citizen of North Korea, Iran, Syria, Afghanistan, Algeria, Angola, Burkina Faso, Chad, Congo (Kinshasa and Brazzaville), Comoros, Equatorial Guinea, Eswatini, Gabon, Gibraltar, Djibouti, Guinea-Bissau, Haiti, Yemen, South Sudan, Cambodia, Cameroon, Kenya, Liberia, Mali, Myanmar, Mozambique, Niger, Nigeria, Nicaragua, Papua New Guinea, Russia, Solomon Islands, Senegal, Tanzania, Trinidad and Tobago, Turkmenistan, Uganda, Vanuatu, Vietnam, Venezuela, Panama, Madagascar, Laos, China, South Africa, Jamaica, and Barbados;
(b) (solely with respect to the Cardholders of NAKA+ Cards) Based in - or being a citizen of Belarus, Cuba, India, Iraq, Israel, Nepal, Turkey, Ukraine, Sudan, Egypt and Indonesia.
(c) Listed in any Sanctions List;
(d) Person acting in the name of, or on behalf of, a natural person or a group of persons (through a legal entity or any other form of association), where any such person is included on any Sanctions List or is based in - or being a citizen in a jurisdiction from the point (a) of this subsection;
(e) A government official of a jurisdiction with a high risk for money laundering and terrorism financing or a jurisdiction from the point a) of this subsection;
(f) Prohibited by a decision of a public authority to participate in or conduct services performed by us.
4.2 Prohibited Uses
You agree that you will not violate any laws, contracts, or intellectual property, and are solely responsible for your own actions when using NAKA Pay App. You explicitly agree that you will not:
(a) Claim any of NAKA Pay App’s name or content for the purpose of reselling it, confusing others, and deriving others’ goodwill;
(b) Use such software, protocol, code, script, or similar, that could damage, disable, overburden, or impair the functioning of NAKA Pay App in any manner, extract data, or otherwise interfere with or modify the rendering of NAKA Pay App or its functionality;
(c) Use NAKA Pay App for commercial purposes inconsistent with these General Terms;
(d) Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of NAKA Pay App, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of NAKA Pay App,
(e) Sell or resell any of the services available in NAKA Pay App;
(f) Use NAKA Pay App directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial or criminal activity, or in any way in connection with the violation of any law or regulation that applies to you or us;
(g) Use NAKA Pay App with the proceeds of unlawful activity;
(h) Infringe or violate our intellectual property rights or any other of our rights;
(i) Use NAKA Pay App directly or indirectly, for, on behalf of, for the benefit of, or in connection with prohibited persons, defined above;
(j) Use NAKA Pay in any manner that could interfere with, disrupt, negatively affect, or inhibit other Payers from fully enjoying NAKA Pay App;
(k) Use NAKA Pay App to purchase controlled substances without a pharmaceutical license;
(l) Use NAKA Pay App for unlawful: (i) purchase of guns, accessories, ammunition, and other weapons, (ii) purchase of illegal material, including but not limited to child pornography, (iii) gambling, betting, lotteries, sweepstakes, or games of chance, (iv) prostitution or escort services, (v) sale of counterfeit or "gray market" goods or services, (vi) political contributions, pawn shops, unlicensed auction sites, or (vii) ponzi or pyramid schemes, or other unfair or deceptive activities;
(m) Use NAKA Pay for: (i) purchase of music, movies, software, or any other licensed materials without appropriate authorization, (ii) purchase of counterfeit goods, illegally imported or exported products, (iii) unauthorized purchase of brand name or designer products or services, and (iv) purchase of any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party;
(n) Use NAKA Pay App for intentionally promoting, supporting, or perpetrating violence or physical harm or hate toward any group or individual based on race, religion, disability, gender, sexual orientation, gender identity, national origin, immigration status, or any other legally protected characteristic under any law or regulation that applies to you or us;
(o) Use NAKA Pay App: (i) with false, manipulated, inaccurate, or misleading information regarding the Payers’ identity, business entity, the nature of business, and any other information requested by us, (ii) to facilitate transactions on behalf of another undisclosed person or entity or for products/services that were not disclosed during your verification procedure.
4.3 Indemnification
By agreeing to these General Terms you agree to the fullest extent permitted by applicable law, to indemnify, defend, and hold us harmless, including all our respective past, present, and future NAKA Personnel, including Affiliates, Agents, and any employees, officers, directors, contractors, consultants, shareholders, service providers, subsidiaries, representatives, predecessors and successors, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interests, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, that are caused by, arise out of or are related to your (i) use or misuse of the NAKA Pay App, (ii) violation or breach of any of these General Terms or applicable law, and (iii) violation of the rights of or obligations to a third party, including another user or third party, and (iv) negligence or willful misconduct. You agree to promptly inform us of any claims and cooperate with us in defending them.
4.4 Availability of NAKA Card
Access to and use of NAKA Pay App is in general possible 24/7. Nevertheless, the use of NAKA Pay App may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, repair, preventing potential violations of these General Terms, or other actions that we, in our sole discretion, may elect to take.
5. RISKS AND LIMITATION OF LIABILITY
We are not an owner, custodian, or in control of the Blockchain networks used to provide the services in NAKA Pay App. We are not responsible for and make no guarantees regarding the Blockchain networks environment operation and functionality. We also do not control the Smart Contracts that may be integral to your ability to complete transactions with the Cards or the Digital Wallets. Since transactions conducted within NAKA Payment Network are directly linked to the Blockchain, they are irreversible, and we have no ability to reverse them on the Blockchain.
For XAUT Payments, the operation of the relevant Smart Contracts includes the authorized reservations and settlement functions described in section 2.7 of these General Terms. Those functions are not excluded by statements concerning the absence of control over the underlying Blockchain networks.
NAKA Pay App is only a digital infrastructure for deploying Smart Contracts, linking the Cardholder’s Card with the deployed Smart Contract, managing the Card, and creating and sharing the Digital ID. Consequently, we are not an owner, custodian, or in control of the Smart Contract, which you generate via NAKA Pay App, nor do we own, have custody over or control the Crypto-Assets on such Smart Contract. The Smart Contract is solely owned by you. You are also the only one who possesses the Private Key used to interact with the Smart Contract. XAUT Payments additionally involve the exchange, reservation and settlement operations described in section 2.7 of these General Terms. Although you retain your Private Key, these processes may still involve Crypto-Assets or exchange proceeds being held outside your Smart Contract.
Except for the XAUT Exchange Service and related operations expressly described in section 2.7 of these General Terms, our role in the payment processes described below is limited as follows:
(a) With respect to the payments with NAKA Cards: we only supply an interface which you may use to manage your own NAKA Card and the Smart Contract connected with it. Since the Smart Contract is activated and controlled solely based on the action which you take with NAKA Card and/or your device (i.e., when you tap NAKA Card to the Terminal) or via NAKA Pay App (e.g., for top-up, withdrawal and setting up limits), we cannot limit or block any of your actions in relation to the Smart Contract.
(b) With respect to Crypto QR Payments, we only supply the technology solution capable of generating QR codes required to implement the transaction (i.e., Crypto QR Payment). The Digital Wallet is activated and operated solely by you, while it is provided by a third-party service provider. As such, we have no control over, and cannot restrict or block, any actions taken by you in connection with the Smart Contracts used to execute the payment.
Other than the XAUT Exchange Service and its expressly described operations, the provision of NAKA Pay App does not include: (i) operating a trading platform of the Crypto-Assets, (ii) exchanging the Crypto-Assets for the Fiat or other Crypto-Assets, and(iii) placing and issuing the Crypto-Assets. Since transactions with the Smart Contract connected to the Cards and the Digital Wallets are performed by you exclusively, we are also not an owner nor custodian of the Smart Contract, the Cards, or your Digital Wallet(s). We also do not: (i) execute any order on your behalf, (ii) provide custody, administration or transfer services of your Crypto-Assets, or (iii) provide advice on your Crypto-Assets and portfolio management of your Crypto-Assets.
You are accessing and using NAKA Pay App at your own risk. NAKA Pay App is provided on an “as is” and “as available” basis and we make no warranty or representation and disclaim all responsibility for whether NAKA Pay App will meet your requirements.
Prices of the Crypto-Assets are subject to volatility and fluctuations. You acknowledge that you fully understand this and that you may lose money.
XAUT Payments are affected by changes in the value of XAUT against USDT and Fiat, as well as by the timing and price of the exchange. A reserved or displayed amount does not guarantee a specific exchange rate. The service may also be affected by limited liquidity, technical issues, delays, or problems with the Payment Gateway or third-party exchanges.
Once XAUT has been exchanged, any refund will generally be made in USDT. The refunded USDT may not be enough to purchase the same amount of XAUT that was originally exchanged. Refunds are handled in accordance with section 2.7 and applicable charges under section 7 of these General Terms. Selecting XAUT as the Spending Asset does not give you the right to have a refund automatically exchanged back into XAUT.
Nothing in this section 5 excludes our obligation to provide the agreed services and properly account for settlement amounts, refunds and any surplus amounts. They also do not exclude or limit any rights or liabilities that cannot legally be excluded or limited.
The Blockchain technologies and the Crypto-Assets are subject to continuous regulatory changes and scrutiny around the world, including but not limited to the AML/CTF Legislation. You acknowledge that NAKA Pay App, including its availability, could be impacted by one or more regulatory requirements.
There are risks associated with using the internet and the Blockchain based products, including, but not limited to, the risk associated with the hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to your NAKA Pay App. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you might experience when using NAKA Pay App or any Blockchain.
We are not responsible or liable for any loss of your Crypto-Assets and take no responsibility for losses, damages, or claims arising from: (i) your error, incorrectly constructed transactions, or mistyped addresses, (ii) server failures or data loss, (iii) unauthorized access or use, (iv) any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute forcing or other cyber-attacks, (v) any issues with the Blockchain.
No advice or information, whether oral or obtained from us in any manner, will create any warranty or representation not expressly made herein. We accept the inherent security risks of providing information and dealing online over the internet and you will not hold us responsible for any breach of security.
6. INTELLECTUAL PROPERTY RIGHTS
NAKA Pay App, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, URLs, and scripts), proprietary content, information, and other materials, and all content and other materials contained therein, including, without limitation, logos and all designs, texts, graphics, pictures, data, software, other files, and the selection and arrangement thereof are our property.
You agree not to take any action(s) inconsistent with such ownership interests. We reserve all rights in connection with NAKA Pay App and its content, including, without limitation, the exclusive right to create derivative works.
NAKA Pay App’s name, logo, trademarks, and any of our products’ or services’ names, designs, logos, and slogans are and remain our intellectual property (or we have obtained a license from its rightful owner to use such intellectual property). As such, the intellectual property may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. In addition, the “look and feel” of NAKA Pay App constitutes our service mark, trademark, or trade dress and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
7. APPLICABLE FEES
The basic self-custodial wallet functions of the NAKA Pay App are free of charge. The XAUT Exchange Service is subject to a 2% exchange-rate markup. This markup is included in the exchange rate and may include remuneration for NAKA or the relevant distributor. It is separate from Gas
The applicable exchange rate and markup will be shown before you enable the XAUT Exchange Service and will be included in the relevant transaction information. No additional undisclosed exchange fee will be charged. If an XAUT exchange is cancelled before it is carried out, no markup will be charged. If an XAUT exchange has already been completed and the related payment is later reduced, reversed or refunded, the markup is not refunded.
You are only obliged to pay the Gas for topping-up the Crypto-Asset(s) to the Smart Contract. The amount of the Gas is not in any way determined by us, nor is it paid to us. The Gas payment is final and irreversible regardless of whether a successful transaction on the Blockchain occurs.
Any Card-related fees are governed by the applicable Card terms.
Any surplus resulting from an exchange will be credited to you in accordance with section 2.7 of these General Terms.
Transactions or operations in the Crypto-Assets may be considered tax events according to the legislation applicable to you and as such subject to taxation. These rules may be unclear or subject to change, and you are therefore encouraged to consult your tax or accounting adviser before engaging in the Crypto-Assets activities.
We do not provide any financial or tax advice related to the use of NAKA Pay App.
8. MISCELLANEOUS
These General Terms govern the access and use of NAKA Pay App in its entirety.
The processing of Personal Data and the use of cookies are governed by NAKA’s separate Personal Data Protection Notice NAKA Service.
You acknowledge that breaching any of the provisions of these General Terms may result in irreparable harm to us, in which case we reserve the right to seek monetary compensation.
NAKA Pay App is operated by NAKA SLV, incorporated under the laws of El Salvador. Those Payers who choose to access NAKA Pay App from locations outside El Salvador do so at their own initiative and are responsible for compliance with applicable local laws.
If any of the provisions of these General Terms proves void or invalid in any other way, this does not affect the validity and enforceability of the other provisions if they can also exist without the void or invalid provision. In this case, such void or invalid provision is considered separable from the other provisions, which are modified accordingly in the case of separation.
These General Terms are governed under the laws of El Salvador (to the highest extent allowed under the mandatory conflict of laws rules). In the case of any disputes arising out of or in connection with NAKA Pay App (including disputes in connection with the existence, validity or termination of these General Terms or any other obligation derived from or in connection with NAKA Pay App), the competent court will be determined in line with the applicable law.
For any questions or comments in connection with these General Terms, we are available at support@naka.com.
NAKA Team