Terms of Use

Last updated: 1st of January 2026.

These Terms of Use constitute an electronic agreement between you (hereinafter the “User”) and Utrg UAB (hereinafter “utPay.io”, “we”, “us”, “our”), a company incorporated in Lithuania with Company No. 306062887, located at Vilnius, Kareivių g. 19-149, LT-09133. These Terms apply to the User’s use of the utPay.io website (the “Site”) or its Platform, and to any and all services, products, and content provided by utPay.io.

As used herein, “utPay.io” refers to the company Utrg UAB, including but not limited to its owners, directors, officers, employees, agents and any other related parties, unless otherwise specified.

These Terms of Use contain important provisions which the User must consider carefully before using the Site, Platform or Services. Please read these Terms of Use thoroughly before accepting them. By accessing or using the Site, Platform, or Services, you agree to be bound by these Terms. The User is solely responsible for understanding and complying with any and all laws, rules, and regulations of the User’s jurisdiction that may be applicable to the use of any utPay.io services, products, or content.

These Terms of Use incorporate the Privacy Policy as well as any other policies published on the Site by reference. By accepting these Terms of Use, the User agrees to and accepts all such policies. If the User does not accept these Terms of Use, the User shall not access the Site or Platform and shall not use any of utPay.io’s services, products, or content.

1. DEFINITIONS

1.1. Capitalised terms used in these Terms of Use shall be interpreted in accordance with the definitions provided below:

1.1.1. Account: means the personal user profile of a verified User on the Platform, where the User’s activity history and personal data are displayed and managed.

1.1.2. Commission: means a fee charged by or on behalf of any third party (e.g. a bank, non-bank financial institution, payment service provider, etc.).

1.1.3. Fiat currency: means government-issued currency that is designated as legal tender in its country of issuance by government decree, regulation, or law (for example, EUR, USD).

1.1.4. Funds: means fiat currency (i.e. traditional government-issued money) that is available for use in the Services.

1.1.5. ML/TF Prevention Law: refers to the Money Laundering and Terrorist Financing Prevention Act of Lithuania (with amendments, including those of 14 July 2022), and any regulations made under it.

1.1.6. Supported countries: refers to only countries or jurisdictions that the Platform does support for legal, regulatory, or risk management reasons. The current supported list includes: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden.

1.1.7. Platform: means the utPay.io technology platform (including the Site, applications, and associated systems) that enables the provision of Services to Users.

1.1.8. Services: means all and any services provided by utPay.io. This includes the Utorg Card service and related technical support provided to Users. For clarity, Services do not presently include any virtual currency or crypto-asset services, as such services are not offered by utPay.io until appropriate licensing is obtained.

1.1.9. Site: means the utPay.io website located at https://utpay.io (including all subdomains and related web pages).

1.1.10. User: means any natural person who accesses or uses the Site, Platform, or Services provided by utPay.io and agrees to follow these Terms of Use.

1.2. Where the context so admits, words denoting the singular include the plural and vice versa.

2. THE SCOPE OF THE SERVICES

2.1. Current Services: Starting from 1st of January 2026, utPay.io provides only the “Utorg Card” service to its existing User base, allowing those Users to manage a EUR-denominated debit payment card account and receive related technical assistance via the Platform. At this time, utPay.io is not onboarding new users for the Utorg Card service; it is managing and supporting the service for Users who have already obtained a Utorg Card via the Utorg: Crypto Wallet App, provided by UTORG LABS HOLDING LTD.

2.2. No Crypto-Asset Services: utPay.io does not presently offer any services involving virtual currencies or other crypto-assets. All crypto-related services and features have been suspended and will not be provided unless and until Utrg UAB obtains the necessary authorisations (a crypto-asset service provider licence under the EU Markets in Crypto-assets (MiCA) regulation) to legally offer such services.

2.3. Jurisdictional Limits: Depending on the User’s country of residence or the country from which the User accesses the Platform, the User may not be eligible to use some or all of the Services. The User is responsible for observing all laws and regulations of their jurisdiction and ensuring that using the Site, Platform, or Services is legal in their location.

2.4. Utorg Card Service: The following terms apply specifically to the Utorg Card Service provided by utPay.io in collaboration with a third-party partner:

  • 2.4.1. EEA Only: The Utorg Card Service is available only to Users who are residents of the European Economic Area (EEA). Users from outside the EEA are not eligible for this service.

  • 2.4.2. Card Issuer and utPay.io’s Role: The Utorg Card is a debit payment card account provided in collaboration with Quicko Sp. z o.o. (https://www.quicko.pl/), an authorised third-party payment institution. utPay.io itself is not a bank or payment services provider under Lithuanian law; it acts solely as a technical facilitator for the Utorg Card Service. All card issuance, card account management, fund loading, and payment processing are carried out by Quicko (and/or its banking partners) in accordance with Quicko’s terms and the rules of the relevant payment networks. utPay.io’s role is limited to providing the Platform interface for Users and customer support. Consequently, any transactions or operations involving the Utorg Card (such as card top-ups or payments to merchants) are subject to Quicko’s operational rules and applicable regulations. Certain card features or usage may be restricted in specific jurisdictions or may require additional verification, in line with Quicko’s policies and legal requirements.

  • 2.4.3. Third-Party Services and utPay.io’s Role: The crypto off-ramp service for existing Utorg Card clients is provided by Chain Valley Sp. z o.o., an independent  virtual asset service provider operating under applicable Polish legislation. Chain Valley Sp. z o.o. is responsible for executing crypto-to-fiat conversion transactions for eligible clients, strictly limited to servicing the existing Utorg Card user base. All crypto off-ramp transactions are executed by Chain Valley Sp. z o.o. under its own regulatory perimeter, compliance framework, and contractual terms with users. utPay.io does not receive or process client orders, nor does it act as an intermediary for funds, perform crypto-asset conversions, or provide payment services; it acts solely as a technical facilitator for the Utorg Card Service. For the avoidance of doubt, utPay.io does not act as an agent, broker or representative of Chain Valley Sp. z o.o., does not solicit, receive or transmit conversion orders on behalf of users, does not set exchange rates or fees, and does not custody or control users’ crypto-assets or fiat funds. Any crypto off-ramp request is deemed to be submitted directly by the user to “Chain Valley Sp. z o.o.” under its applicable terms.

3. USER RIGHTS AND RESPONSIBILITIES

3.1. The User has the right to access and use the Site, Platform, and Services as long as the User fully agrees to and complies with these Terms of Use. By using the Site, Platform, or any Service, the User confirms that they accept and will adhere to all terms and conditions set forth herein.

3.2. The User undertakes to read these Terms of Use carefully before using the Site, Platform, or any Services provided by utPay.io.

3.3. The User agrees to comply with any and all applicable laws and regulations related to the use of the Services. It is the User’s responsibility to determine which laws (including, but not limited to, tax laws, foreign exchange laws, and capital control regulations) apply to their activities and to act in accordance with those laws.

3.4. The User is responsible for monitoring any changes or requirements during their use of the Services. This includes, but is not limited to, responding to requests from utPay.io (or its partners) for additional information or documents that may be necessary to support or complete a transaction or operation (e.g. for compliance or verification purposes).

3.5. The User must immediately (i.e. as soon as discovered) inform utPay.io of any unusual, suspicious, unclear, or abnormal changes or activity concerning their Account or any operation. This includes any suspected errors or unauthorised actions. In the event the User delays or fails to promptly notify utPay.io, the User may be held responsible for the consequences of such delay or failure. Timely reporting of issues is essential so that utPay.io can take appropriate measures, including reporting incidents to relevant authorities if required.

3.6. A User is prohibited from registering or operating more than one Account unless utPay.io has given prior express written consent to multiple accounts. Each User is responsible for maintaining the confidentiality and security of their Account credentials (including passwords and two-factor authentication devices or codes). The User must ensure that all actions and transactions that occur under their Account are authorised and monitored. The User is fully responsible for all activity that occurs under their Account, and for any consequences if they fail to protect their login information.

3.7. The User undertakes to notify utPay.io immediately of any unauthorised use of their Account, login credentials, or any other breach of security. Such notification should be made by email to [email protected] or via any other official support channel provided by utPay.io. The User agrees to provide all information requested by utPay.io in connection with any security breach. Any User who violates the security requirements or fails to promptly notify utPay.io of security breaches may have their Account terminated and may be held liable for losses incurred by utPay.io or any other User as a result of the compromise.

3.8. The User shall not use the Services or any part of the Platform for the purpose of engaging in any criminal activity of any kind. Prohibited activities include, but are not limited to: money laundering, illegal gambling operations, fraudulent activities, financing of terrorism or violent organisations, or malicious hacking/exploits. The User agrees not to engage in any activity that would violate any law, regulation, or the rights of utPay.io or any third party in connection with their use of the Services.

3.9. The User acknowledges that utPay.io may take reasonable actions to protect the integrity of the Platform and other users. Such actions may include, but are not limited to, suspending the User’s access to Services, or otherwise restricting activity on the Account if utPay.io has reasonable grounds to suspect that the User is in breach of these Terms or if the User’s activities appear unusual, fraudulent, or pose a security concern. These measures can be taken at any time to mitigate potential harm, and utPay.io shall not be liable for any consequences of such protective actions if they are taken in good faith.

3.10. Nothing in these Terms of Use shall exclude or limit the User’s liability for fraud, for personal injury or property damage resulting from the User’s negligence, for breach of statutory duties, or any other liability which cannot be limited or excluded by law. The User remains fully responsible under applicable law for their own actions and omissions in connection with the use of utPay.io’s Site, Platform, or Services.

3.11. Use of Payment Instruments: The User must only use payment instruments (such as bank accounts, credit/debit cards, or other funding methods) that are legally and beneficially owned by the User when engaging with utPay.io Services. The use of any third-party’s payment instrument or funding source is strictly prohibited. Any attempt to use a payment method that is not in the User’s own name will be considered a violation of these Terms and may be treated as a fraudulent act. utPay.io reserves the right to report such attempts to the relevant authorities and to take any necessary action (including immediate suspension or closure of the Account) if a User is found to be using or attempting to use a payment instrument belonging to someone else.

4. USER REPRESENTATIONS AND WARRANTIES

4.1. By using any Service or conducting any operation via the Platform, the User expressly represents and warrants that he/she:

4.1.1. Compliance with Law: Follows all laws and regulations in his/her country of residence and in any country from which he/she accesses the Site, Platform, or Services. The User is not violating any applicable law or regulation by using the Services.

4.1.2. Capacity: Has accepted and agreed to these Terms of Use, and has the full legal capacity and authority to enter into this agreement with utPay.io.

4.1.3. Age and Legality: Is at least 18 years old (or the age of legal majority in the relevant jurisdiction) and has the right, capacity, and authority to accept these Terms of Use and to use the Services offered by utPay.io. The User is not a person barred from using these Services under the laws of any applicable jurisdiction.

4.2. The User represents and warrants that he/she will only use the Platform and Services for the purposes and in the manner expressly permitted by these Terms of Use. The User will not use the Platform or any Service for any activity or in any way that is not authorised by these Terms. All actions carried out via the User’s Account must be in accordance with the conditions and restrictions set forth in these Terms of Use and any applicable law.

4.3. The User represents and warrants that any funds or assets used by the User in connection with the Services (for example, funds or assets loaded to a card or used to pay any fees) belong to the User and are derived from legitimate and legal sources. The User will not use any fundsor assets that are illicit or that the User is not entitled to use. The User also agrees that, upon utPay.io’s request, the User will provide proof of the origin of funds involved in any operation or activity on the Platform.

4.4. The User represents and warrants that all transactions and activities the User engages in through the Platform do not violate any third-party rights or any applicable laws or regulations. This includes ensuring that the User does not infringe on intellectual property rights, privacy rights, or break any laws through their use of the Services.

4.5. The User understands and accepts that personal data and identifying information provided by the User may be shared with appropriately authorised third parties or regulatory authorities if required by law (for example, for the prevention of crime or tax reporting purposes) or if necessary for the provision of Services (for example, sharing data with our banking/card partner to issue the Utorg Card or other Third- Party Providers). The User acknowledges that utPay.io will process personal data in accordance with its Privacy Policy and applicable data protection laws (including GDPR), and that certain disclosures may be required to comply with legal obligations.

4.6. The User confirms that all information and documents provided to utPay.io (including those provided during any Know-Your-Customer (KYC) verification process) are true, accurate, up-to-date, and complete. The User agrees to immediately update any personal information in their Account profile if it changes (for example, change of address, name, contact information, expiration or renewal of identification documents, etc.). The User understands that providing false, outdated, or incomplete information may result in service restrictions or termination of the Account.

4.7. The User guarantees that he/she is not subject to any sanctions that would prohibit the use of the Services. This means the User is not located in, under the control of, or a national/resident of any country that is embargoed or highly restricted under applicable economic sanctions (including EU, UN, or OFAC sanctions). The User also guarantees that his/her name does not appear on any sanctions or watch list (including but not limited to the UN Security Council Sanctions List, EU Consolidated Financial Sanctions List, U.S. Treasury Department’s OFAC lists, etc.). The User further certifies that he/she is not acting on behalf of or for the benefit of any person who is subject to sanctions.

4.8. The User understands and agrees that utPay.io may refuse to provide, may suspend, or may undo any Service or operation if there are reasonable grounds to suspect that the User is engaging in fraud, money laundering, terrorist financing, or any other illegal activity, or if the User is otherwise in breach of these Terms of Use. utPay.io reserves the right to decline to execute any instruction or request from the User, or to cancel any pending operation, if such refusal or cancellation is deemed necessary for legal compliance or security reasons. The User acknowledges that utPay.io may do so without prior notice if required by law or urgent circumstances, and utPay.io shall not be liable for any resulting damages in such cases where the refusal or cancellation is mandated by legitimate concerns.

5. UTPAY.IO’S RIGHTS AND RESPONSIBILITIES

5.1. Suspension and Freezing: utPay.io has the right to suspend or refuse any User operation and, where applicable, to freeze any Funds associated with an Account if the User fails to comply with these Terms of Use or if there are reasonable grounds to suspect that the User’s actions are fraudulent, violate Anti-Money Laundering/Countering Terrorist Financing (AML/CTF) rules, or breach any sanctions regime or other legal requirements. This includes the right to notify Quicko Sp.z.o.o. to block access to the funds on the User’s Utorg Card account pending further investigation. Such suspension or freezing may remain in effect until utPay.io has resolved the issue or received clearance from relevant authorities.

5.2. utPay.io undertakes to provide the Services with commercially reasonable care, skill, and diligence. While utPay.io strives to offer Services at the highest quality, the User understands that the Services are provided on a best-effort basis. utPay.io will make reasonable efforts to fulfil its obligations and ensure the Services function as described, in accordance with these Terms of Use.

5.3. To the extent permitted by law, utPay.io will not be liable for any indirect, incidental, special, consequential, or punitive damages to the User. This includes, without limitation, any loss of profit, loss of revenue, loss of business opportunity, loss of data, or other indirect losses arising from the use of the Site, Platform, or Services, unless such loss is directly caused by utPay.io’s breach of these Terms of Use or willful misconduct.

5.4. utPay.io is not responsible for any loss or damage incurred by the User as a result of the User’s use of any third-party services. If the User is using services provided by Quicko or another partner integrated with utPay.io, utPay.io is not liable for those third-party services. The User uses any third-party service at their own risk.

5.5. utPay.io is not responsible for any malfunction, breakdown, delay, or interruption in the Internet connection, or for any other communication failures or system errors that may cause the Site or Platform to be unavailable or not function as intended. The User acknowledges that the Site/Platform may at times be inaccessible or inoperable for any reason, including but not limited to: equipment failures, maintenance, or force majeure events.

5.6. utPay.io is not responsible for delays, errors, or failures in the processing of payments or transactions because it does not process transactions itself, but provides a technical platform and if such issues are caused by third-party payment processors, banks, or financial institutions.

5.7. In the case of any suspected fraud, attempted fraud, or other illegal activity, utPay.io will report all necessary information (which may include user identity information, transaction records, and any other relevant data) to the appropriate law enforcement and regulatory authorities. The User acknowledges that utPay.io may notify Quicko Sp.z.o.o and require it to freeze the funds or lock the Account and any Funds therein at any time pursuant to a request or order from law enforcement, a court, or any competent authority, or pursuant to utPay.io’s own determination that such action is prudent or required by law. The User agrees that utPay.io shall have no liability to the User for complying with such requests or orders or for the consequences of any Account freeze or report made in good faith.

5.8. utPay.io reserves the right to initiate additional identity verification or due diligence procedures at any time (even for existing, verified Users) and to suspend the provision of any Services to the User until such information or documentation is provided and assessed. For example, utPay.io may ask for updated identification documents, proof of address, information on the source of funds, or other evidence as part of ongoing AML/CTF compliance or risk management. The User agrees that utPay.io may pause or restrict Services in whole or in part until the User has submitted and utPay.io has reviewed any additional information requested.

5.9. Nothing in these Terms of Use shall exclude or limit utPay.io’s liability for any matter for which liability cannot be lawfully limited or excluded. In particular, utPay.io does not seek to exclude liability for its own fraud, gross negligence, or willful misconduct, or for death or personal injury caused by its negligence, or for breach of any warranty or condition which cannot be excluded under applicable law. Any statutory rights which the User has as a consumer are not affected by these Terms of Use.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All content and materials available on the Site or Platform are the property of utPay.io or are used with permission. This includes, but is not limited to, the utPay.io logo and brand, all text, graphics, user interface elements, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selection, coordination, expression, and arrangement of such content (collectively, the “Content”). The Content is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Using the Site or Platform does not grant the User any ownership or rights to any Content or intellectual property of utPay.io or third parties, except for the limited usage rights expressly provided in these Terms of Use.

6.2. The trademarks, trade names, service marks, and logos (the “Trademarks”) displayed on the Site or Platform are the registered or unregistered marks of utPay.io or other third parties. Nothing in these Terms of Use or on the Site shall be interpreted as granting, by implication or otherwise, any license or right to use any Trademark without the prior written permission of utPay.io or the respective owner of the Trademark. The User is not allowed to copy, imitate, or use any Trademarks (in whole or in part) without prior written consent.

6.3. The User agrees not to copy, reproduce, modify, re-publish, upload, post, transmit, scrape, collect, or distribute any Content from the Site or Platform, in whole or in part, in any form or by any means, without utPay.io’s prior written authorisation. The use of any Content from the Site on any other website or networked computer environment for any public or commercial purpose, except as expressly permitted by utPay.io, is strictly prohibited and may result in legal action. Unauthorised use of the Content may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regulations and statutes.

6.4. Limited License: utPay.io grants Users a limited, non-exclusive, non-transferable, and revocable license to access and use the Site, Platform, and their Content solely for the purpose of using the Services in accordance with these Terms of Use. This license is conditional on the User’s continued compliance with these Terms. Users must not: sublicense or sell any of the Content; modify or make derivative works based on the Content; decompile, reverse engineer, or attempt to extract the source code of the software underlying the Site or Platform; or remove any copyright, trademark, or other proprietary notices from the Site’s Content. If mandated by applicable law (e.g., certain open-source licenses or exceptions), some of these restrictions may not apply to the extent of that mandate, but in all other cases they remain in force.

6.5. If the User believes that any content on the Site or Platform infringes their intellectual property rights (for example, if the User believes someone has unlawfully posted content belonging to them), the User should promptly notify utPay.io at [email protected] with detailed information supporting their claim (including proof of ownership and specific identification of the allegedly infringing content). utPay.io will review such complaints and, if warranted, will take appropriate action, such as removing or disabling access to the infringing material in accordance with applicable intellectual property laws.

7. USER VERIFICATION (KYC)

7.1. Utorg Card KYC: KYC and customer due diligence procedures are mandatory for all Users of the Utorg Card Service. Users must complete the required identity verification process when applying for and opening a Utorg Card (debit card account), as well as throughout the duration of using the Card service. The User understands that utPay.io and its partners (e.g. Quicko Sp.z.o.o) may periodically request updated identification or additional information during the relationship to ensure compliance with law and risk policies. The User agrees to promptly provide any such additional data or documentation required either by law, by utPay.io, or by Quicko’s risk management procedures.

7.2. The User hereby authorises utPay.io to make any inquiries, directly or through third-party service providers, that utPay.io considers necessary to verify the User’s identity, background, and any information provided by the User. This may include checks against databases (public or private), verification of identity documents for authenticity, credit checks, or requesting confirmations from banks or other institutions. The User acknowledges that any personal data obtained from the User will be handled in compliance with utPay.io’s Privacy Policy and applicable data protection laws. utPay.io will only request information reasonably required for verification and will implement appropriate security measures to protect the User’s personal data during the KYC process.

8. FEES

8.1. Setting of Fees: utPay.io does not charge any fees from the User for its Services (“Service Fees”). 

8.2. Third-Party Charges: utPay.io has no control over and is not responsible for any fees or charges that may be imposed by third parties in connection with the User’s use of the Services. For example, the User’s own bank or card issuer might charge fees (such as cash advance fees, foreign transaction fees, or wire transfer fees) when the User transfers funds to or from the Platform or uses the Utorg Card. Additionally, off-ramp fees, currency conversion rates, and fees charged by payment networks or banks are outside utPay.io’s control. The User understands that the final amount of funds debited or credited to the User may be affected by such third-party fees or exchange rates. utPay.io disclaims any responsibility for these external costs, and the User agrees that any such charges shall be borne by the User.

8.3. User’s Agreement to Pay Fees: The User agrees to pay all fees applicable to the Services that the User utilises. Whenever the User engages in an operation that incurs a fee (for example, a Service Fee for card re-issuance or a Platform usage fee if applicable), the exact fee amount will be shown or communicated to the User before the User confirms or completes the operation. By proceeding with the operation, the User consents to the fee.

8.4. Currency Conversion Fees (Utorg Card): When using the Utorg Card for transactions in a currency other than EUR, an additional currency conversion commission of 1% may be applied by UtPay.io’s partner Quicko Sp. z o.o. This fee is intended to cover the costs of currency exchange (double conversion) for non-EUR transactions made with the card. The 1% conversion commission is imposed at Quicko’s initiative and is subject to change according to Quicko’s terms and policies. Any such conversion fee will typically be included in the settlement of the card transaction, and the User might see it reflected in the transaction details. The User should consult Quicko’s terms or fee schedule for the most current information on foreign currency transaction fees.

8.5. Disclosure of Service Fees: For any specific service operation related to the Utorg Card or other Services (for example, card issuance, card replacement, monthly service fees, ATM withdrawal fees, or similar), utPay.io will clearly display or communicate the applicable fee at the time the User initiates the service request. The User will have the opportunity to review any fee before confirming an operation. utPay.io is committed to transparency, and all fees will be disclosed in a clear and understandable manner, in accordance with applicable laws and regulations. By proceeding with a service after seeing the fee, the User agrees to pay that fee. All fees charged by are non-refundable unless stated otherwise or required by law.

9. ILLEGAL TRANSACTIONS AND ACTIVITIES

9.1. utPay.io reserves the right to suspend or terminate the User’s Account, notify Quicko Sp.z.o.o. to freeze any Funds in the User’s Utorg Card account, or cancel any ongoing operation at any time, if required to do so by law or at the direction of any competent authority. Additionally, utPay.io may take such actions if it reasonably believes it is necessary to comply with recommendations or orders from any government or regulatory body or recognised institution concerned with the prevention of financial crime (including money laundering, terrorist financing, fraud, or proliferation of weapons of mass destruction). These actions may also be taken proactively by utPay.io in cases where an internal investigation of suspicious activity is underway. The User acknowledges that utPay.io may be legally barred from notifying the User if such suspension or freeze is implemented pursuant to certain law enforcement or regulatory requests.

9.2. It is strictly forbidden to use the Platform or Services for any illegal purposes. The User agrees that they will not use utPay.io, the Site, Platform, or any Service in furtherance of any activity that violates any law, regulation, or these Terms of Use. utPay.io will report any suspicious activity (determined at its sole discretion or as required by law) to the relevant law enforcement or regulatory authorities without prior notice to the User, if such notice is prohibited or not feasible. The User understands that utPay.io may be required by law to monitor and report certain transactions or patterns of transactions, and hereby consents to utPay.io taking such actions.

9.3. Prohibited Activities: The User shall ensure that he/she does not use the Services for any transactions or activities relating to any of the following:

  • 9.3.1. Money laundering, terrorist financing, or the financing of the proliferation of weapons of mass destruction.

  • 9.3.2. Human trafficking or any activity that exploits or harms individuals, or involves the trade of humans.

  • 9.3.3. Any goods or services that are illegal, or the promotion, offer, or marketing of goods/services in a manner that is illegal. This includes but is not limited to content that is obscene or pornographic (especially any content involving minors), or content that includes propaganda or symbols of unconstitutional organisations, glorifies war, or violates human dignity.

  • 9.3.4. Any goods or services whose sale, distribution, or provision would infringe intellectual property rights or other proprietary rights of any third party (for example, counterfeit goods or unlicensed software/media).

  • 9.3.5. Dealing in archaeological findings or artefacts protected by law, which are illegally obtained or traded.

  • 9.3.6. The sale or distribution of narcotics, drugs, or hallucinogens (except in the legal context of regulated pharmaceuticals and then only in compliance with law).

  • 9.3.7. The sale or distribution of weapons of any kind, including firearms, ammunition, knives that are illegal to sell, or any explosive materials or devices.

  • 9.3.8. Offering or facilitating illegal gambling services, unlicensed lotteries, or betting activities that are not permitted under applicable law.

  • 9.3.9. Ponzi schemes, pyramid schemes, or any other “get rich quick” schemes, investment scams, or fraudulent multi-level marketing programs.

  • 9.3.10. Trade in goods that are subject to embargoes or sanctions, or transactions that involve countries, entities, or individuals subject to trade restrictions under applicable law.

  • 9.3.11. Media or content that is harmful to minors, violates child protection laws, or otherwise portrays minors in inappropriate situations.

  • 9.3.12. Transactions involving human body parts or human remains, which are illegal in many jurisdictions.

  • 9.3.13. Transactions involving protected animals or plants, or products derived from them, in violation of wildlife protection or conservation laws (for example, ivory, products made from endangered species, etc.).

  • 9.3.14. Any transactions involving materials or items that are illegal to possess or sell, such as stolen goods or counterfeit identification documents.

  • 9.3.15. Any operations designed to conceal or disguise the true nature, source, location, destination, or ownership of Funds (for example, attempting to structure transactions or use layering techniques to avoid reporting requirements or to hide illicit funds).

  • 9.3.16. Any other illegal goods, services, or transactions not explicitly listed above, but which are unlawful under applicable laws or regulations.

The above list is representative but not exhaustive. utPay.io reserves the right to update the list of prohibited activities from time to time based on evolving laws and risk considerations.

9.4. If utPay.io suspects that a User is engaging in any of the above prohibited activities or any illegal behavior, utPay.io may take action at its sole discretion, including rejecting or blocking specific transactions, freezing the User’s Account or Funds, and reporting the activity to authorities. The User may also be subject to account closure and forfeiture of Funds if required by law. The User understands that engaging in any of the prohibited activities is a material breach of these Terms of Use.

10. PROHIBITION OF USE (SANCTIONS AND RESTRICTIONS)

10.1. utPay.io is an independent, self-governing company that maintains the right to accept, restrict, or refuse provision of Services to any User in accordance with internal policies, risk assessments, and regulatory requirements. We may also preemptively restrict or deny access as a preventive measure to comply with obligations related to sanctions, anti-money laundering, counter-terrorist financing, or other legal requirements. The decision to provide or withhold Services to certain individuals, entities, or jurisdictions is made at utPay.io’s sole discretion and may be updated from time to time.

10.2. utPay.io actively screens prospective Users and monitors existing Users to prevent providing Services to individuals, entities, or countries that are non-supported or high-risk as identified by our policies. utPay.io utilises trusted third-party KYC/AML service providers and publicly available watchlists/databases to verify the information provided by Users. By using the Services, the User acknowledges that utPay.io may verify the User’s identity and status against such lists and databases.

10.3. By accessing or using the Services, the User confirms that ALL of the following are true:

  • 10.3.1. Sanctions Lists: The User is not individually listed on any trade or economic sanctions lists applicable under Lithuanian, United Nations, United States, European Union, or other relevant jurisdictions. This includes, but is not limited to, not being listed on the UN Security Council sanctions list, the EU Consolidated Financial Sanctions list, the U.S. Department of Treasury’s OFAC Specially Designated Nationals (SDN) list, or any other government-designated sanctions list. The User also confirms that he/she is not controlled by, nor acting on behalf of, any person or entity that is on such a sanctions list.


  • 10.3.2. U.S. Person Status: The User does not meet the definition of a “U.S. Person” for the purposes of these Terms. A “U.S. Person” includes, but is not limited to: (a) any U.S. citizen or lawful permanent resident (Green Card holder); (b) any individual whose principal place of residence is the United States; (c) any individual or entity that has a tax residency in the U.S.; (d) any individual born in the U.S. (unless such individual has legally renounced U.S. citizenship and is not otherwise a U.S. Person); (e) any individual or entity with a U.S. phone number or a mailing/residential address in the U.S. (including PO boxes or mail forwarding addresses in the U.S.); (f) any entity incorporated, established, or domiciled in the U.S.; (g) any person who meets any other criteria that would classify them as a U.S. Person under relevant laws or regulations. (The purpose of this representation is to ensure compliance with certain regulatory regimes; if you are unsure whether you qualify as a U.S. Person, please seek legal advice.)

  • 10.3.4. No Third-Party on Behalf: The User is not using the Services on behalf of or for the benefit of any individual who is a resident or citizen of the non-supported countries or who meets the criteria of a U.S. Person. The User further confirms that he/she will not allow any person who is from a non-supported jurisdiction or is a U.S. Person to access or use the Services through the User’s Account.


10.4. If a User has managed to access or use the Services in violation of section 10.3 above (for example, by providing false information about their citizenship, residency, or status), such access is considered unauthorised and fraudulent. utPay.io reserves the right to immediately ban or terminate such an Account once such violation is discovered, without any obligation to return any funds that were involved (except as may be required by law, such as returning funds to their source). Additionally, utPay.io and its Partners (e.g. Quicko Sp.z.o.o) may report such cases to the relevant supervisory or law enforcement authorities. The User understands that providing false attestations regarding sanctions, residency, or status is a serious violation and may have legal consequences.

10.5. Users who violate the rules in clause 10.3.1 (for example, Users who become subject to sanctions or move to a non-supported country and continue to use the Services without disclosure) are solely responsible for any legal consequences that may arise. utPay.io shall not be liable for any losses or penalties to the User resulting from the User’s violation of these restrictions. Furthermore, utPay.io may take additional internal risk mitigation measures in such cases, including but not limited to blocking the User’s Account, freezing Funds, or further restricting the Services available to the User, with or without notice as permitted by law.

11. ACCOUNT SECURITY

11.1. Password and Security: The User is responsible for maintaining the confidentiality of their Account credentials, which include the login email, password, and any other security devices or procedures (such as two-factor authentication, or 2FA). The User should never disclose their password or 2FA codes to anyone. utPay.io personnel will never ask the User for their password. If the User receives any communication or request for their password (outside of the secure login process on the Site or Platform), the User should treat it as suspicious and notify utPay.io. The User must ensure that the device and browser used to access the Account are secure and free of malware.

11.2. Secure Practices: The User agrees to use strong, unique passwords for the Account and to update the password regularly (utPay.io recommends updating passwords at least every 3-6 months). The password should be a complex combination of letters (uppercase and lowercase), numbers, and symbols that is not easily guessable based on personal information. The User must not reuse the utPay.io Account password for any other service. It is also highly recommended that the user enable two-factor authentication (2FA) for the Account (if not already mandatory) to add an extra layer of security.

11.3. Account Access Precautions: The User should take care to log out of their utPay.io Account at the end of each session, especially when using a shared or public computer. The User must ensure that their browser does not save login details or passwords automatically when using a public or shared device. It is strongly advised not to access the Account from a public or unsecured Wi-Fi network, as this may increase the risk of interception by unauthorised parties.

11.4. Email Security: The User must maintain the security of the email account associated with their utPay.io Account. Since password resets and important communications will be sent to the User’s email, anyone with access to that email could potentially gain access to the User’s utPay.io Account. The User should use a strong, unique password for their email and enable 2FA on the email account if possible. utPay.io is not responsible for breaches resulting from unauthorized access to the User’s own email account.

11.5. Incident Reporting: If the User suspects or becomes aware that their Account credentials have been lost, stolen, disclosed, or otherwise compromised, or if the User notices any unauthorized use of their Account or any other security incident (such as an unusual change in account information or transaction that the User did not initiate), the User must immediately notify utPay.io. The User should contact utPay.io support without delay and change their password as soon as possible. Any undue delay in reporting such issues may increase the risk of loss and may affect the outcome of any investigation. utPay.io will not be liable for any losses arising from the unauthorised use of the Account if we have reason to believe the User contributed to such unauthorised use by failing to follow the security requirements in these Terms.

11.6. Additional Security Measures: utPay.io may, from time to time, require the User to follow additional security steps or implement new security features. For example, utPay.io may introduce mandatory two-factor authentication, security questions, or other verification tools to further secure Accounts. The User agrees to comply with any such security requirements. utPay.io may also temporarily lock or place a hold on an Account if suspicious activity is detected, until the activity is verified or the risk is mitigated.

11.7. No Liability for User’s Security Failures: The User understands that they are solely responsible for securing their login credentials and devices. utPay.io will not be held responsible for unauthorised transactions or account activity that result from the User’s failure to secure their Account or to follow the precautions recommended in these Terms. This includes scenarios such as the User being phished, the User’s personal device being compromised, or the User sharing account access with a third party (deliberately or inadvertently). The User shall bear all losses that result from any unauthorised use of the Account, except where it is proven that such unauthorised use was the direct result of utPay.io’s failure to implement reasonable security measures.

For guidance on keeping your account secure, Users are encouraged to review any security resources or guidelines that utPay.io may provide on the Site or through official communications.

12. TERMINATION OF THE TERMS OF USE

12.1. User-Initiated Termination: The User may terminate this agreement and close their Account at any time, provided that all pending obligations or activities in the Account have been settled. To close an Account, the User should follow the instructions provided on the Platform or contact utPay.io’s support team. utPay.io may require the User to undergo identity verification and/or provide certain information before permitting an Account closure, in order to ensure that the closure request is legitimate and to comply with legal requirements (for example, to prevent unauthorised or fraudulent account closure). The User understands that terminating the Terms of Use and closing the Account will not exempt the User from settling any outstanding obligations (such as unpaid fees) that have accrued.

12.2. utPay.io’s Right to Terminate or Suspend: The User agrees that utPay.io, in its sole discretion and with or without prior notice (depending on the circumstances), may terminate the User’s access to the Site, Platform, and Services and/or deactivate or cancel the User’s Account. Reasons for such termination may include, but are not limited to: (1) the User’s breach of any provision of these Terms of Use or other policies; (2) if utPay.io suspects the User has provided false, incomplete, or misleading information during the onboarding or verification process, or is engaging in fraudulent or illegal activities; (3) the User’s attempt to gain unauthorised access to the Platform or another User’s account, or assisting others in such attempt; (4) the User’s circumvention of security measures or usage of the Services in a manner that poses security risks; (5) the User’s use of the Services in a manner contrary to applicable laws or regulations (including using the Services for any of the prohibited activities listed in section 9.3); (6) the User’s failure to pay any applicable chargebacks or reversal of a payment that the User owed to utPay.io Partners (including fraudulent payment incidents); (7) unexpected operational difficulties or technical issues that necessitate suspension of accounts (for example, if a critical bug or error is identified, utPay.io may suspend accounts as needed to protect Users); or (8) a request by law enforcement or other government authorities to utPay.io or its Partners (e.g. Quicko Sp.z.o.o.), or as required under a court order or legal process. In such circumstances, utPay.io may, at its discretion, provide notice to the User of account termination or suspension, but in some cases utPay.io may be legally or practically prevented from providing notice (e.g., by law enforcement directive or in urgent situations).

12.3. Cancellation of Inactive Accounts: utPay.io reserves the right to cancel and permanently close Accounts that are deemed inactive. An Account may be considered inactive if there has been no user login or transaction activity for a continuous period of six (6) months or more. Prior to closing an inactive Account, utPay.io may (but is not obligated to) send a notice to the User’s registered email address or through other contact information on file, informing the User of the impending closure. If the User does not respond or reactivate the Account within the time specified in such notice, utPay.io may proceed to close the Account. Upon closure of an inactive Account, any remaining Funds associated with the Account will be handled by Quicko Sp.z.o.o. in accordance with applicable law (for example, returned to the User’s linked bank account if possible, or escheated to the state if required by law for unclaimed property). The User agrees that utPay.io will not be liable for any loss of access to Services or any loss of data as a result of the termination of an inactive Account.

12.4. Effects of Termination; Survival: In the event of any termination of the User’s Account (whether initiated by the User or by utPay.io), the Terms of Use shall be considered terminated with respect to that User. However, any provisions of these Terms which by their nature should survive termination (including, but not limited to, provisions on liability, indemnification, dispute resolution, and governing law, as well as any outstanding payment obligations for fees incurred prior to termination) shall survive and remain in effect. Termination of the Terms of Use and closure of an Account shall not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination. For Users of the Utorg Card Service: On termination of the Account or this agreement, utPay.io will instruct Quicko to block the User’s card and cease card services. The handling of any remaining card balance will be governed by Quicko’s terms and the applicable regulations. The User may need to contact Quicko for any refunds of remaining funds, subject to the successful completion of any necessary checks.

13. SERVICES AVAILABILITY

13.1. The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any guarantees, warranties, or representations of any kind, either express or implied. To the maximum extent permitted under applicable law, utPay.io disclaims all warranties, whether express, implied, statutory, or otherwise, regarding the Services and the Site. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or usage of trade. Nothing in this section is intended to limit or exclude any warranty or guarantee that is mandatorily imposed by law and cannot be disclaimed (for instance, certain consumer protection rights that apply under Lithuanian or EU law).

13.2. Service Continuity: utPay.io will strive to keep the Site, Platform, and Services operational. However, the User acknowledges that all online services, including those provided by utPay.io, may experience occasional disruptions, delays, or errors. utPay.io does not guarantee that the Services will be available continuously without interruption, or that the Services will be free from errors, delays, security breaches, or data loss. The User agrees that utPay.io shall not be liable for any interruption, suspension, or termination of the Services or for any losses (including financial losses, opportunity losses, or data losses) that the User may experience as a result of any Service downtime or unavailability. While utPay.io endeavors to minimize downtime, maintenance and unforeseen events (such as power outages, hardware failures, cyber-attacks, or network issues) may cause service interruptions.

13.3. Maintenance and Downtime: utPay.io may need to temporarily suspend the availability of the Site or Platform to perform maintenance and software updates, or to address emergencies. utPay.io will use reasonable efforts to schedule planned maintenance during times of lowest usage and, where practicable, will provide advance notice to Users (for example, via a posting on the Site or an email notification) if scheduled downtime is expected. In urgent or critical situations (such as to patch a security vulnerability or to address a system failure), utPay.io may not be able to provide advance notice. The User acknowledges that in an emergency, utPay.io has the right to immediately suspend or restrict access if needed to secure the system or protect Users, even if no advance notice is given. utPay.io commits to making reasonable efforts to limit the duration of any service disruptions and to restore full functionality as soon as reasonably possible.

13.4. The User agrees that any system or software errors (sometimes called “bugs”) that occur in the Services or Platform, which are not intentionally caused by utPay.io, shall not be considered a breach of these Terms. utPay.io will act in good faith to correct any errors or bugs once identified. The User further agrees to cooperate with utPay.io in resolving any issues arising from such errors, including providing detailed information and refraining from exploiting any such error for personal gain (doing so would be a violation of these Terms).

14. FINANCIAL OR LEGAL ADVICE

14.1. The User understands and agrees that utPay.io does not provide any form of financial, investment, or legal advice to Users. Any information, documentation, or notifications provided by utPay.io in the course of delivering the Services (for example, FAQs, blog posts, market updates, or customer support explanations) are intended solely for general information and assistance. Such information should not be construed as professional advice tailored to the User’s personal financial situation or needs.

14.2. The User is solely responsible for any decisions made when using the Services or any outcomes of using the Services. utPay.io may provide general informational materials (such as guides on how to use the Platform, or general information about industry developments), but utPay.io will never provide personal recommendations to buy, sell, hold, or otherwise make decisions regarding any asset or product. The User should not treat any information from utPay.io as a recommendation or endorsement of any particular course of action.

14.3. Specifically, if in the future utPay.io were to offer price information, news, or market analyses (such as currency exchange rates, etc.), the User acknowledges that such information is purely factual and educational in nature. It does not constitute investment advice or an offer to enter into any transaction. Past performance of any asset or service (if mentioned by utPay.io) is not indicative of future results.

14.4. The User should consider obtaining independent professional advice (financial, legal, tax, or otherwise) relevant to their own situation before making any decision that could affect them financially or legally. utPay.io will not be liable for any actions the User takes (or fails to take) based on information obtained from utPay.io’s Services or staff, except to the limited extent that such liability cannot be excluded by law.

14.5. The User acknowledges that any transactions or operations undertaken via utPay.io (now or in the future) carry risks. For example, using a debit card to manage finances carries typical banking risks (such as the risk of unauthorised transactions if credentials are stolen). It is the User’s responsibility to understand these risks. Except where prohibited by law, utPay.io will not be liable for the User’s losses or damages arising from decisions the User makes based on their own evaluation of information.

15. TAXATION

15.1. The User bears full responsibility for calculating, reporting, and paying all taxes (including any duties, imposts, or charges of similar nature) that may be applicable as a result of the User’s activities on or through utPay.io Services. This may include, for example, income tax on any gains, sales or value-added tax (VAT) on any applicable transactions, or other taxes required by the User’s country of residence or citizenship. The User should determine what taxes, if any, apply to the use of the Services, such as taxes on currency conversion gains, financial transaction taxes, etc., and is responsible for timely remitting such taxes to the appropriate authorities.

15.2. utPay.io makes no representations concerning the tax implications of using the Services. utPay.io is not responsible for advising the User on tax matters and will not be liable for any tax obligations of the User. The User agrees that utPay.io is not responsible for any violation by the User of the User’s tax obligations. The User is encouraged to consult with a qualified tax advisor to ensure compliance with tax laws. In the event that any authority requires utPay.io to withhold taxes or collect information about the User’s activities, the User agrees to cooperate and provide necessary documents and information to utPay.io to fulfil such obligations, where required by law.

15.3. Unless stated otherwise, all fees and charges imposed by utPay.io’s Partners for Services are exclusive of any applicable taxes. If any taxes (such as VAT) apply to those fees, utPay.io Partners may add such taxes on top of the fees and collect them as required by law. utPay.io will, where required by law, assist in requesting that they issue appropriate invoices or receipts reflecting such taxes and provide to the User.

16. NOTICES AND COMMUNICATION

16.1. utPay.io reserves the right to communicate with Users through various channels using the contact information provided by the User. By creating an Account, the User agrees that utPay.io may send notices, alerts, and communications to the User via email, SMS/text message, push notifications, postal mail (if address provided), telephone calls, or through notifications delivered via the Platform (for example, account messages or support tickets). These communications may include, but are not limited to: verification inquiries, security alerts (such as notice of password changes or login attempts), information about account status, updates to these Terms or other policies, transaction receipts or confirmations, and other information required to be provided by law.

16.2. Electronic Notices: The User expressly agrees to receive all notices, disclosures, and communications from utPay.io in electronic form. The User agrees that such electronic communications are deemed to be “in writing” and satisfy any legal requirement that such communications be provided in writing. To the extent permitted by applicable law, the User agrees to be bound by any agreements, notices, or communications sent in electronic form by utPay.io, just as if they were provided in paper form and signed manually. This consent to electronic communications applies to all interactions and transactions between the User and utPay.io.

16.3. The primary language of communication shall be English (unless otherwise specified on the Site for certain localizations). The User is responsible for ensuring that the email address and other contact details on file with utPay.io are current and accurate. Any notice or communication sent by utPay.io to the User’s registered email address on file will be deemed effective at the time of sending. If a communication is sent via the Platform (such as an account notification), it is deemed effective when the User logs in and the notification is available in the account or after 24 hours of being posted, whichever comes first.

16.4. The User may, at any time, withdraw consent to receive communications electronically by contacting utPay.io support. However, if the User withdraws consent, utPay.io reserves the right to immediately close or suspend the User’s Account, as utPay.io may be unable to effectively provide Services to the User without the ability to send communications electronically. Even if the User withdraws consent, the User acknowledges that utPay.io may still be required to retain certain communications by law and that utPay.io may still send certain transactional or support communications as permitted by law.

16.5. Any formal legal notices to utPay.io should be sent by the User in writing to utPay.io’s registered address (as provided at the beginning of these Terms) and via email to [email protected] (or another designated contact email if provided for legal notices). Notices shall be effective upon receipt by utPay.io.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. Governing Law: These Terms of Use, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, the Site, Platform, or Services, shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of law principles.

17.2. Jurisdiction: Nothing in this clause shall deprive consumers of any mandatory rights granted under applicable consumer protection laws and regulations, including rules on jurisdiction and venue. Subject to the foregoing, any disputes arising out of or in connection with these Terms of Use shall be governed by the laws of the Republic of Lithuania and submitted to the jurisdiction of the courts of Lithuania. For Users acting in the course of a business or professional activity (non-consumers), the courts of Vilnius, Republic of Lithuania, shall have exclusive jurisdiction..

17.3. Amicable Resolution: Before filing any claim against the other, both utPay.io and the User agree to attempt to resolve the dispute informally in good faith. The party initiating the dispute should contact the other party (utPay.io can be contacted at the support or legal address provided) with a written notice describing the dispute and a proposed resolution. If the dispute is not resolved within a reasonable time (for example, 30 days) from the date of notice, either party may then proceed to seek formal remedies.

17.4. Severability of Terms: If any provision of these Terms of Use is determined by a competent court or authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable (reflecting the parties’ intentions as closely as possible). If such modification is not possible, the provision shall be deemed severed from these Terms of Use, and the remaining provisions shall continue in full force and effect. The invalidity of any one provision shall not affect the validity of the remaining Terms.

17.5. Rights and Remedies: The rights and remedies provided under these Terms of Use are cumulative and are in addition to and not in substitution for any other rights or remedies available at law. The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.6. Local Regulatory Disclosures: Utrg UAB (utPay.io) operates under Lithuanian law. If local laws of the User’s country of residence impose any consumer rights or statutory protections that cannot be waived or limited by contract, then this Governing Law and Jurisdiction clause shall apply only to the maximum extent permitted by such laws.

18. LIMITATION OF LIABILITY

18.1. General Limitation: To the maximum extent permitted by applicable law, in no event shall utPay.io, its owners, directors, officers, employees, agents, or any of its affiliates or third-party service providers, be liable to the User or any third party for any direct, indirect, incidental, special, consequential, or punitive damages whatsoever. This limitation of liability applies regardless of the cause of action (whether in contract, tort, negligence, strict liability, or any other legal theory), even if utPay.io has been advised of the possibility of such damages. Without limiting the generality of the foregoing, utPay.io shall not be liable for:

  • (i) any inaccuracies, errors, or omissions in the Content on the Site or Platform;

  • (ii) the content, actions, or inactions of any third party in connection with the Services (including websites or services linked via the Platform);

  • (iii) the performance or non-performance of the Services or any third-party services linked to or integrated with the Site or Platform;

  • (iv) any personal injury or property damage resulting from the User’s access to or use of the Site, Platform, or Services;

  • (v) any unauthorised access to or use of our servers or of any personal or financial information stored therein;

  • (vi) any interruption or cessation of transmission to or from the Site or Platform, or any delay or failure in the provision of Services;

  • (vii) any viruses, worms, Trojan horses, or other malicious code that may be transmitted to or through the Site or Platform by any third party;

  • (viii) any content posted by other Users or third parties (including any defamatory, offensive, or illegal conduct of others);

  • (ix) any loss or damage of any kind incurred as a result of the use of, or inability to use, the Site, Platform, or any Service or linked service; or

  • (x) any lost profits, lost business opportunities, lost data, or other intangible losses arising out of the User’s use of (or failure to be able to use) the Site, Platform, or Services.

18.2. Cap on Liability: To the maximum extent permitted by applicable law, utPay.io’s total aggregate liability to the User for any claims arising out of or in connection with these Terms of Use or the Services shall be limited to EUR 100. This limitation shall not apply to liability that cannot be excluded or limited under applicable law, including mandatory consumer protection rights, payment services regulations, or liability arising from fraud, willful misconduct or gross negligence.

18.3. Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities by providers. To the extent that the laws of such jurisdictions apply to the User, some or all of the exclusions or limitations stated in this section may not apply to the User. In such cases, the liability of utPay.io and its affiliates will be limited to the greatest extent permitted by applicable law.

18.4. Timeliness of Claims: Any limitation period for bringing claims under these Terms of Use shall apply only to the extent permitted by applicable law. Nothing in this clause shall restrict or limit statutory limitation periods available to consumers under mandatory consumer or payment services legislation.

18.5. The User acknowledges and agrees that the foregoing limitations of liability are an agreed allocation of risk constituting part of the consideration for utPay.io’s Services to the User, and such limitations will apply even if any limited remedy herein is found to have failed of its essential purpose.

19. INDEMNITY

19.1. The User agrees to indemnify, defend, and hold harmless utPay.io, its affiliates, and each of their respective officers, directors, employees, agents, and service providers, from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the User’s use of the Site, Platform, or Services; (ii) the User’s breach or violation of these Terms of Use or any policies incorporated by reference; (iii) the User’s violation of any applicable law, regulation, or rights of any third party (for example, infringement of a third party’s intellectual property or privacy rights, or engaging in an unlawful transaction); or (iv) any fraud, negligence, or willful misconduct committed by the User.

19.2. The indemnification obligations in clause 19.1 will survive any termination or expiration of these Terms of Use. utPay.io reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User (without limiting the User’s indemnification obligations with respect to that matter). In such cases, the User agrees to cooperate with utPay.io’s defense of such claim and may not settle any claim without the prior written consent of utPay.io.

19.3. This indemnity clause will be enforced to the maximum extent permitted by applicable law. If the User is a consumer under applicable law, some aspects of this indemnity may not apply, in which case it will apply to the fullest extent allowed. The User’s obligations under this indemnity are contingent upon utPay.io: (a) promptly giving the User written notice of any claim (provided that failure to promptly notify will only relieve the User of their obligation to the extent the User is prejudiced by that failure); (b) giving the User primary control of the defense and settlement of the claim (with counsel reasonably chosen by the User, though utPay.io may participate with its own counsel at its own expense); and (c) providing the User, at the User’s expense, with all reasonable assistance, information, and authority required for the defense and settlement of the claim.

20. MODIFICATIONS AND AMENDMENTS

20.1. utPay.io reserves the right to amend or update these Terms of Use at any time. If utPay.io makes material changes that affect the User’s rights or obligations, utPay.io will take reasonable steps to notify Users of the updated Terms. Such notification may include, for example, posting the revised Terms on the Site with a new “Last updated” date, and/or sending a notice via email or via the Platform’s notification system. Unless otherwise required by law, any modification to these Terms will become effective at the time of posting the updated Terms on the Site (if other not prescribed directly in the Terms of Use). The User is responsible for reviewing any new Terms of Use that are posted.

If the User continues to use the Site, Platform, or Services after the effective date of the revised Terms, such use will constitute the User’s acceptance of the revised Terms. If the User does not agree with any modification to the Terms, the User must stop using the Services and may close their Account. utPay.io shall not be liable to the User or any third party for any modification, change, suspension, or discontinuation of any Service that it may make, except as explicitly provided in these Terms or required by law.

20.2. In certain cases, applicable law or regulation may require a specific notice period or consent for changes to take effect (for example, certain consumer protection, AML, or MiCA regulations might mandate advance notice for certain changes). utPay.io will comply with any such requirements. For instance, if a law required 30 days’ notice for a change in fees or Terms, utPay.io would provide such notice and the changes would become effective after that period unless the User has expressly agreed to an earlier implementation.

It is the intent of the parties that the process of amendment described in these Terms shall not limit any non-waivable rights the User has under mandatory consumer protection laws or financial services regulations. In case of a conflict between an amendment provision of these Terms and a provision of law that grants the User specific rights regarding amendments (e.g., the right to certain notice or the right to reject changes), the law will prevail to the extent of the conflict.

21. FORCE MAJEURE

21.1. Force Majeure Events: utPay.io shall not be liable for any delay or failure to perform as required by these Terms of Use (or for any disruption or degradation in the Services) if such delay or failure is caused by circumstances beyond utPay.io’s reasonable control. This includes, but is not limited to, acts of God, fire, flood, storms, earthquakes, or other natural disasters; war, insurrection, terrorist threats or acts, riots, or civil disturbances; strikes or labor disputes; power outages or utility failures; acts or directives of government or law enforcement; changes in laws or regulations (or enforcement thereof); national or regional emergencies; epidemics or pandemics; cyber-attacks, hacking incidents, or other malicious third-party activities; or failures or delays of common carriers, internet service providers, or hosting service providers.

21.2. When a Force Majeure event occurs, utPay.io will be excused from performing the affected obligations for the duration of that event and for a reasonable period thereafter necessary to recover from it. During such an event, utPay.io will make reasonable efforts to inform Users of the general situation (to the extent practicable) and will strive to resume normal operations as soon as is reasonably feasible. However, the User acknowledges that in certain extreme scenarios, some Services might be suspended indefinitely until conditions improve or alternate solutions are found.

21.3. If a Force Majeure event results in a significant interruption to the Services or impacts the User’s use of the Services for an extended period, utPay.io may, at its discretion and where possible, devise workaround solutions or alternative means of service delivery. However, if performance of the Services becomes impossible or commercially impracticable for a prolonged time due to a continuing Force Majeure event, either party may have the right to terminate the Terms of Use upon written notice to the other party (with no liability other than for settlement of already-incurred obligations), subject to any regulatory or legal requirements regarding termination.

22. LINKS TO THIRD-PARTY WEBSITES

22.1. The Site, Platform, or Services may contain links to or integrations with third-party websites, applications, content, or services (collectively, “Third-Party Sites”). These Third-Party Sites are not owned, controlled, or operated by utPay.io, and utPay.io does not endorse or assume any responsibility for any content, products, services, information, or practices of such Third-Party Sites. If the User accesses a Third-Party Site through a link or integration on utPay.io’s Platform, the User does so at their own risk.

22.2. Any dealings by the User with third parties (including advertisers or external service providers) found on or through the utPay.io Site or Services are solely between the User and that third party. utPay.io is not responsible for any part of such dealings or transactions, including but not limited to payment, delivery of goods or services, warranty, or support. If the User leaves utPay.io’s Site or Platform to visit a Third-Party Site, the User should be aware that these Terms of Use (and utPay.io’s Privacy Policy) no longer apply. The User is advised to review the terms of use and privacy policy of any Third-Party Site before providing any information or engaging in any transaction on such site.

22.3. No Liability for Third Parties: utPay.io shall not be liable for any loss or damage incurred as a result of the User’s access to or interaction with any Third-Party Sites. This includes any loss of data, money, or other harm arising from viruses, malware, or other destructive elements encountered on Third-Party Sites, or any inaccuracies or failures of information or services provided by third parties.

22.4. If the User believes that utPay.io has provided a link to a Third-Party Site that is broken or directs to inappropriate content, the User may report it to utPay.io, and utPay.io may investigate at its discretion. However, utPay.io does not guarantee the removal of any particular Third-Party link and is under no obligation to do so.

22.5. Third-Party Integrations: Some features of utPay.io’s Services (for example, identity verification, payment processing, card issuing) are provided in cooperation with third-party partners. While utPay.io takes steps to partner with reputable providers, utPay.io is not responsible for the acts or omissions of those third parties. The User agrees that utPay.io will not be held responsible for any third-party’s performance or failure to perform.

By using the utPay.io Site and Services, the User acknowledges that he/she has read, understood, and agreed to all the above terms and conditions.