1. OVERVIEW

These universal terms of service agreement (“this agreement”) is entered into by and between us, P&A Wealth Group, and you, and is made effective as of the date of your first use of this website (“this site”) or the date of electronic acceptance. This agreement sets forth the general terms and conditions of your use of this site and the products and services purchased or accessed through this site (individually and collectively, the “services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to particular services.

Whether you are simply browsing or using this site to purchase services, your use of this site and your electronic acceptance of this agreement signifies that you have read, understood, acknowledged, and agreed to be bound by this agreement, along with the following policies and the applicable product agreements, which are incorporated herein by reference.

The terms “we”, “us” and “our” shall refer to P&A Wealth Group. The terms “you” and “your” shall refer to any individual or entity who accepts this agreement, has access to your account or uses the services. Nothing in this agreement shall be deemed to confer any third-party rights or benefits.

We may, in our sole and absolute discretion, change or modify this agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this site. Your use of this site or the services after such changes or modifications have been made shall constitute your acceptance of this agreement as last revised. If you do not agree to be bound by this agreement as last revised, do not use (or continue to use) this site or the services. In addition, we may occasionally notify you of changes or modifications to this agreement by email. It is therefore very important that you keep your shopper account (“account”) information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

  1. ELIGIBILITY; AUTHORITY

This site and the services are available only to users who can form legally binding contracts under applicable law. By using this site or the services, you represent and warrant that you are:

(i) at least eighteen (18) years of age;

(ii) otherwise recognized as being able to form legally binding contracts under applicable law; and

(iii) not a person barred from purchasing or receiving the services under the laws of the United States or other applicable jurisdiction.

If you are entering into this agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this agreement, in which case the terms “you” and “your” shall refer to such corporate entity. If, after your electronic acceptance of this agreement, we find that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this agreement, including, but not limited to, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right to (but undertake no duty to) require additional authentication from you. You further agree to be bound by the terms of this agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the services, whether or not authorized by you.

  1. ACCOUNTS; TRANSFER OF DATA ABROAD

Accounts

In order to access some of the features of this site or use some of the services, you will have to create an account. You represent and warrant to us that all information you submit when you create your account is accurate, current and complete, and that you will keep your account information accurate, current and complete. If we have reason to believe that your account information is untrue, inaccurate, out of date or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your account. You are solely responsible for the activity that occurs on your account, whether authorized by you or not, and you must keep your account information secure, including without limitation, your customer number/login, password, payment methods (as defined below), and shopper PIN. For security purposes, we recommend that you change your password and shopper PIN for each account at least once every six (6) months. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for any loss you incur due to any unauthorized use of your account. You, however, may be liable for any loss we or others incur in connection with your account, whether caused by you, or by an authorized person, or by an unauthorized person.

Transfer of data abroad

If you are visiting this site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information) across international boundaries. By visiting this site and communicating electronically with us, you consent to such transfers.

  1. AVAILABILITY OF WEBSITE/SERVICES

Subject to the terms and conditions of this agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this site and the services twenty-four (24) hours a day, seven (7) days a week. You acknowledge and agree that from time to time this site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this site or the service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

You acknowledge and agree that you have the necessary rights and permissions to share all information we need to provide the services. You acknowledge and agree that the services may be provided by independent contractors or third-party service providers.

  1. GENERAL RULES OF CONDUCT

You acknowledge and agree the following.

Your use of this site and the services, including any content you submit, will comply with this agreement and all applicable local, state, national and international laws, rules and regulations.

You will not collect or harvest (or permit anyone else to collect or harvest) any user content (as defined below) or any non-public or personally identifiable information about another user, or any other person or entity, without their express prior written consent.

You will not use this site or the services in a manner (as determined by us in our sole and absolute discretion) that:

  • is illegal, or promotes or encourages illegal activity;
  • promotes, encourages or engages in child pornography or the exploitation of children;
  • promotes, encourages or engages in terrorism or violence against people, animals, or property;
  • promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
  • infringes the intellectual property rights of another user, or any other person or entity;
  • violates the privacy or publicity rights of another user, or any other person or entity, or breaches any duty of confidentiality that you owe to another user, or any other person or entity.
  • interferes with the operation of this site or the services found on it;
  • contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
  • contains false or deceptive language, or unsubstantiated or comparative claims, regarding us or our services.

You will not copy or distribute, in any medium, any part of this site or the services, except where expressly authorized by us.

You will not modify or alter any part of this site, the services found on it, or the related technologies.

You will not access our content (as defined below) or user content through any technology or means other than through this site itself, or as we may designate.

You will not re-sell or provide the services for a commercial purpose, including any of our related technologies, without our express prior written consent.

You agree to provide government-issued photo identification and/or government-issued business identification, as required for verification of identity, when requested.

You are aware that we may from time to time call you about your account, and that, for the purposes of any and all such calls, you do not have any reasonable expectation of privacy during those calls. Indeed, you hereby consent to allow us, in our sole discretion, to record the entirety of such calls regardless of whether we ask you during any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recordings may be submitted as evidence in any legal proceedings in which we are a party.

We reserve the right to modify, change or discontinue any aspect of this site or the services including, without limitation, prices and fees for the same, at any time.

  1. ADDITIONAL RESERVATION OF RIGHTS

We expressly reserve the right to deny, cancel, terminate, suspend, lock or modify access to (or control of) any account or services for any reason (as determined by us, in our sole and absolute discretion), including, but not limited to, the following.

  • To correct mistakes made by us in offering or delivering any services
  • To protect the integrity and stability of, and correct mistakes made by, any of our partners
  • To assist with our fraud and abuse detection and prevention efforts
  • To comply with court orders against you and any applicable local, state, national and international laws, rules and regulations
  • To comply with requests of law enforcement, including subpoena requests
  • To comply with any dispute resolution process
  • To defend any legal action or threatened legal action without consideration of whether such legal action or threatened legal action is eventually determined to be with or without merit
  • To avoid any civil or criminal liability on the part of us, our officers, directors, employees and agents, as well as our affiliates, including, but not limited to, instances where you have sued or threatened to sue us

We expressly reserve the right to review every account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those accounts that exceed allowed levels.

We expressly reserve the right to terminate, without notice to you, any and all services where, in our sole discretion, you are harassing or threatening us and/or any of our employees.

  1. LINKS TO THIRD-PARTY WEBSITES

This site, and the services found on it, may contain links to third-party websites that are not owned or controlled by us. We assume no responsibility for the content, terms and conditions, privacy policies or practices of any third-party websites. In addition, we do not censor or edit the content of any third-party websites. By using this site, or the services found on it, you expressly release us from all liability arising from your use of any third-party website.

Accordingly, we encourage you to be aware when you leave this site, or stop using the services found on it, and to review the terms and conditions, privacy policies and other governing documents of each other website that you may visit.

  1. LIMITATION OF LIABILITY

In no event shall we, our officers, directors, employees and agents, and all third-party service providers, be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive or consequential damages whatsoever, including any that may result from the following.

  • The accuracy, completeness or content of this site
  • The accuracy, completeness or content of any sites linked to this site (through hyperlinks, banner advertising or otherwise)
  • The services found on this site or any sites linked to this site (through hyperlinks, banner advertising or otherwise)
  • Personal injury or property damage of any nature whatsoever
  • Third-party conduct of any nature whatsoever
  • Any unauthorized access to or use of our servers and/or any and all content, personal information, financial information or other information and data stored thereon.
  • Any interruption or cessation of services to or from this site or any sites linked to this site (through hyperlinks, banner advertising or otherwise)
  • Any viruses, worms, bugs, Trojan horses, or the like, which may be transmitted to or from this site or any sites linked to this site (through hyperlinks, banner advertising or otherwise)
  • Any user content or content that is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, X-rated, obscene or otherwise objectionable.
  • Any loss or damage of any kind incurred as a result of your use of this site, or the services found on it, whether based on warranty, contract, tort or any other legal or equitable theory, and whether or not we are advised of the possibility of such damages.

In addition, you specifically acknowledge and agree that any action arising out of or related to this site, or the services found on it, must be commenced within one (1) year after the cause of action accrues, otherwise such action shall be permanently barred.

In addition, you specifically acknowledge and agree that in no event shall our total aggregate liability exceed the total amount paid by you for the particular services that are the subject of the action.

The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement, or your use of this site or the services found on it.

  1. FEES AND PAYMENTS

You acknowledge and agree that we may charge any and all prices and fees to your payment method.

9.1. GENERAL TERMS

You agree to pay any and all prices and fees due for services purchased or obtained from this site at the time you order the services. We expressly reserve the right to change or modify our prices and fees at any time, and such changes or modifications shall be posted on this site and be effective immediately without need for further notice to you. If you have purchased or obtained services for a period of months or years, changes or modifications in prices and fees shall be effective when the services in question come up for renewal, as further described below.

Except as prohibited in any product-specific agreement, you may pay for services by utilizing any of the following payment methods.

  • By providing a valid credit card/debit card
  • Bank wire transfer

You acknowledge and agree that where refunds are issued to your payment method, our issuance of a refund receipt is only confirmation that we have submitted your refund to the payment method charged at the time of the original sale, and that we have absolutely no control over when the refund will be applied towards your payment method’s available balance. You further acknowledge and agree that the payment provider, and/or the individual issuing bank associated with your payment method, establish and regulate the time frames for posting your refund, and that such refund-posting time frames may range from five (5) business days to a full billing cycle, or longer.

If for any reason we are unable to charge your payment method for the full amount owed for the services provided, or if we receive notification of a chargeback, reversal or payment dispute, or are charged a penalty for any fee we previously charged to your payment method, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any services registered or renewed on your behalf. We also reserve the right to charge you reasonable administrative fees or processing fees for:

  • tasks we may perform outside the normal scope of our services;
  • (ii) additional time and/or costs we may incur in providing our services; and/or
  • (iii) your non-compliance with this agreement (as determined by us in our sole and absolute discretion).

Typical administrative or processing fee scenarios include, but are not limited to:

  • customer service issues that require additional personal time or attention; and
  • (ii) recouping any and all costs and fees, including the cost of services, incurred by us as a result of chargebacks or other payment disputes brought by you, your bank or payment-method processor.

These administrative fees or processing fees will be charged to the payment method we have on file for you.

We may offer product-level pricing in various currencies. However, transaction processing is supported only in US Dollars if the transaction is processed in a currency that differs from the currency of your bank account, you may be charged exchange-rate conversion fees by your bank. In addition, due to time differences between:

  • the time you complete the checkout process;
  • (ii) the time the transaction is processed; and
  • (iii) the time the transaction posts to your bank statement;

We make no representations or warranties that:

(a) the amount submitted to your bank for payment will be the same as the amount posted to your bank statement (in the case of a supported currency); or

(b) the estimated conversion price will be the same as either the amount processed or the amount posted to your bank statement (in the case of a non-supported currency), and you agree to waive any and all claims based upon such discrepancies (including any and all claims for a refund based on the foregoing).

In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax (“VAT”), Goods and Services Tax (“GST”), or other local fees and/or taxes, based on your bank and/or the country idicated in your billing address.

Refund policy: Our company is committed to customer satisfaction, and therefore, we have a refund policy in place. If clients are not satisfied with the services provided or change their minds and do not wish to proceed with the order, they can request a refund. To request a refund, customers must contact our support team, and the refund will be processed and issued back to the client’s payment method. The conditions and deadlines for making the refund will depend on each case and are clearly negotiated in the service contract with clients. However, refunds will only be issued for services that have not been completed. This refund policy is subject to change at any time without prior notice, and by using our services, clients agree to our refund policy as a part of our Terms & Conditions.

9.2. PAY BY BANK WIRE TRANSFER

By using our pay-by-cheque option (“Pay by Cheque”), you can purchase our services using a bank wire transfer (from your personal or business current account, as appropriate). In connection therewith, you agree to allow us to debit the full amount of your purchase from your current account.

It is your responsibility to keep your current account valid and funded. You acknowledge and agree that:

  • we reserve the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your current account no longer existing or not holding available/sufficient funds); and
  • (ii) in such event, we shall be liable to you or any third party regarding the same.

If for any reason we are unable to withdraw the full amount owed for the services provided, you agree that we may pursue all available lawful remedies in order to obtain payment.

9.3. DEPOSIT AND AUTHORISED FUND PAYMENT

We can re-authorize your credit card if you order extra services from us.

You are fully responsible for making sure your credit/debit card can cover the remaining fee. If your credit-/debit-card account does not have sufficient funds, the service may be delayed.

After receiving the sale order and purchase order, the financial team/department will fully authorise the service fee for your order from your credit/debit card to guarantee the payment will be done. If the credit in your account is not enough, after 15 calendar days, we will not refund.

We will refund the full deposit to you within 7 days if we cannot provide/deliver the services.

9.4. CURRENCY CONVERSION

We use USD (US dollar) as the list price for all our services.

The rate may differ due to currency conversion with your local currency.

Your credit-card statement might show US Dollar depending on the payment method you selected.

This term applies only to the credit-card payment option, or bank wire transfer transfer.

  1. INDEMNITY

You agree to protect, defend, indemnify, and hold harmless us, and our officers, directors, employees, agents and third-party service providers, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorney’s fees) imposed upon or incurred by us directly or indirectly arising from:

  • your use of and access to this site or the services found on it;
  • (ii) your violation of any provision of this agreement or the policies or agreements which are incorporated herein; and/or
  • (iii) your violation of any third-party right, including, without limitation, any intellectual-property or other proprietary right.

The indemnification obligations under this section shall survive any termination or expiration of this agreement, or your use of this site or the services found on it.

  1. SUCCESSORS AND ASSIGNEES

This agreement shall be binding upon, and enure to the benefit of, the parties hereto and their respective heirs, successors and assignees.

  1. NO THIRD-PARTY BENEFICIARIES

Nothing in this agreement shall be deemed to confer any third-party rights or benefits.

  1. COMPLIANCE WITH LOCAL LAWS

We make no representation or warranty that the content available on this site, or the services found on it, are appropriate in every country or jurisdiction; and access to this site, or the services found on it, from countries or jurisdictions where its content is illegal, is prohibited. Users who choose to access this site, or the services found on it, are responsible for compliance with all local laws, rules and regulations.

  1. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this agreement are for convenience and ease of reference only, and shall not be utilised in any way to construe or interpret the agreement of the parties other than as set forth herein. Each covenant and agreement in this agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this agreement shall not be affected thereby, and shall be found to be valid and enforceable to the fullest extent permitted by law.

  1. FORWARDING OF MAIL; and BUSINESS ADDRESS

Under no circumstances are You to list a P&A Wealth address as Your business address. In the event you list P&A Wealth address as the business address for you or one of the entities on Your Account, P&A Wealth reserves the right to terminate service for the Account or resign as registered agent for any Entity on the Account, and You shall not be entitled to any refund. Additionally, you agree that the cost of any such resignation shall be Your responsibility. You agree to hold harmless and indemnify P&A Wealth for any costs or damages related to Your unauthorized use of a P&A Wealth address as your business address.

  1. REGISTERED AGENT SERVICES; DISCONTINUING/CANCELING REGISTERED AGENT SERVICES

Any Official Document (as defined below) filed by You naming P&A Wealth or any subsidiary or affiliate as Your registered agent must state P&A Wealth full corporate name in the name form provided, -e.g. P&A Wealth or or any subsidiary or affiliate, as the case may be, including all punctuation as provided at time of order. If You prepare and file an Official Document naming P&A Wealth as Your registered agent without using P&A Wealth full corporate name and/or using the correct name form for that jurisdiction, P&A Wealth cannot guarantee that registered agent services can or will be performed on Your behalf. P&A WEALTH DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR YOUR FAILURE TO CORRECTLY FORMAT P&A WEALTHNAME WHEN ASSIGNING AS REGISTERED AGENT. You hereby acknowledge and agree that You are responsible for any fees associated with amending any Official Document to correctly name P&A Wealth as Your registered agent with the correct name form.

You hereby acknowledge and agree that in the event (a) Your business entity voluntarily or involuntarily discontinues business operations in a jurisdiction where P&A Wealth provides registered agent services; (b) You wish to abandon Your business entity; or (c) You wish to discontinue P&A Wealth registered agent services, You will satisfy at least one of the following cancellation conditions (collectively, “Cancellation Conditions”):

  1. The business entity must be voluntarily, judicially or administratively dissolved, withdrawn, cancelled or otherwise terminated in that jurisdiction; or
  2. The business entity must assign another registered agent in said jurisdiction; or
  3. The business entity must resign P&A Wealth or any subsidiary or affiliate as registered agent in said jurisdiction and pay any document preparation fees (if P&A Wealth prepares the documents), as well as all filing fees related to same.

The business entity must have P&A Wealth or any subsidiary or affiliate removed as the registered agent with all state government agencies in which the business entity requested that P&A Wealth be appointed for acceptance of service of process. If, after exhausting reasonable efforts, the business entity cannot obtain sufficient documentation to evidence that P&A Wealth has been removed as registered agent, and/or adequate proof is not attainable, the business entity must fill out and sign the Cancellation Certification. However, this provision does not apply to any listing of P&A Wealth as registered agent with any secretary of state, and You may not use the Cancellation Certification to certify that P&A Wealth has been removed as Registered Agent with any secretary of state pursuant to the requirements of this section. You hereby acknowledge and agree that if You do not satisfy at least one of the Cancellation Conditions before the date Your annual registered agent service fee is due, P&A Wealth shall continue to act as registered agent in connection with that business entity, and You will continue to incur fees and late penalties (if any) in connection with such services. If, thereafter, You satisfy one of the Cancellation Conditions, You will not be entitled to a pro-rata refund. Further, You acknowledge and agree that if You have not met one of the Cancellation Conditions or You have not paid an annual registered agent service fee by its due date, P&A Wealth may, in its sole discretion, charge You the then current registered agent service fee and any applicable tax or other charges to the payment method You provided during registration or in subsequent Account payments. Additionally, if the Account is in delinquent status or the entity is defunct, any Account contacts, including, but not limited to the Account primary contact and entity officers and/or directors shall be responsible for the payment of the Account. Upon cancellation, You agree to have P&A Wealth removed as registered agent with any agencies in which You or Your registered entity have requested that P&A Wealth be appointed for acceptance of service of process (the “Agencies”). You agree to provide P&A Wealth with documentation sufficient to evidence that P&A Wealth has been removed as registered agent for You or Your registered entity with the Agencies. You must provide such documentation prior to satisfying the Cancellation Conditions for discontinuing registered agent services set forth in this Section. You acknowledge that Your failure to provide the documentation required under this paragraph will result in a delay of Your satisfaction of the Cancellation Conditions. If, despite reasonable efforts, You cannot obtain sufficient documentation to evidence that P&A Wealth has been removed as registered agent for You or Your registered entity, You may elect to sign the Cancellation Certification. You acknowledge that Your execution of the Cancellation Certification shall have the same effect as providing documentation under the previous paragraph and shall release P&A Wealth of all liability to You or Your registered entity occurring after the date of the Cancellation Certification (the “Effective Date”) regarding service of process and any other services provided for under this Agreement. However, this provision does not apply to any listing of One IBC®. as registered agent with any secretary of state, and You may not use the Cancellation Certification to certify that P&A Wealth has been removed as registered agent with any secretary of state. You acknowledge that upon completion of the obligations in this Section, You accept full responsibility for any service of process documents that are issued to or served on P&A Wealth as registered agent for You or Your registered entity. In addition to all limitations of liability contained in this Agreement, You hereby release P&A Wealth of all liability to You or Your registered entity occurring after the Effective Date regarding service of process and any other services provided for under this Agreement.

  1. CHANGE AGENT POLICY

If client cancels service with P&A Wealth or any subsidiary or affiliate, the client agrees to provide P&A Wealth 60 days notice, and fill out the proper paperwork to dissolve its entity, withdraw from local authority, or change its registered agent on clients own. P&A Wealth to file the paperwork for you for XXX USD for dissolution plus government fees, from XXX USD for change of registered agent depending on the jurisdiction, plus government fees depend on Jurisdiction which your company incorporated.

If the client is completely unresponsive, P&A Wealth will file a resignation of agent after your bill is 30 days overdue. You will be charged the state filing fees for the resignation if there are any, our resignation of agent fee from XXXX USD (not including outstanding fee which you not yet paid for previous years, penalty, annual fee from local authority where your company incorporated), for late fees will depend on authority of your company incorporated, the prorated monthly registered agent fee rate for the time period we are still acting as agent for you, and the bill will be turned over to a collection company with their additional legally collectable collection fees.

  1. TERMINATION OF REGISTERED AGENT

IN THE EVENT P&A WEALTH TERMINATES THIS AGREEMENT, AND ANY SERVICES, AS A RESULT OF YOUR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO NONPAYMENT OF ANY FEES, YOU AGREE TO BE RESPONSIBLE FOR AND/OR REIMBURSE P&A WEALTH FOR THE COST OF RESIGNING AS THE REGISTERED AGENT OF ANY OF YOUR ENTITIES.

  1. TAXES, REPORTING AND LEGAL RESPONSIBILITIES

You are solely responsible for satisfying all tax, reporting and legal responsibilities, including but not limited to income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law.

  1. CONTACT US

If you have any questions, please contact us by email or regular mail at the following address:

P&A Wealth Group

50 Street, Versatec Tower

10 floor

Panama City, Panama

Telephone: +507 264-5772

Email: [email protected]