Ibex Mercado SV, S.A. de C.V. - El Salvador
Last updated: September 14, 2026 - Version: 1 - English
These Terms and Conditions (hereinafter, the "Terms") govern the use of and access to the services of the IBEXHub technology platform provided by IBEX MERCADO SV, S.A. de C.V., an entity holding Tax Identification Number (NIT) 0614-080621-103-4, registered with the Commercial Registry under number 132-4404, duly registered with the Registry of Bitcoin Service Providers under Registration Number 613a65b6a85461ff4265fc97, and duly registered with the Registry of Digital Asset Service Providers under Registration Number PSAD-0004, with its registered office in San Salvador, El Salvador (hereinafter, "IBEX"), in favor of the legal entity that requests and uses such service (hereinafter, the "Client"). Hereinafter, IBEX and the Client shall be referred to jointly as the "Parties" and individually as a "Party".
BY ACCEPTING THESE TERMS BY CHECKING THE ACCEPTANCE BOX ENABLED BY IBEX OR BY MEANS OF A SIMPLE ELECTRONIC SIGNATURE, THE CLIENT DECLARES THAT IT HAS READ, UNDERSTOOD AND FULLY ACCEPTED THE CLAUSES SET FORTH BELOW, WHICH SHALL HAVE FULL VALIDITY, EFFECT AND BINDING FORCE BETWEEN THE PARTIES.
The effective provision of the services governed by these Terms is subject to the satisfactory and ongoing completion of the due diligence processes (KYC/KYB) and to the express approval of IBEX's Compliance Department. Such processes constitute a condition precedent to the commencement of the provision of services and, simultaneously, a condition subsequent that entitles IBEX to suspend or terminate the service in the event of supervening non-compliance. The Client declares that it has read and understood clause 7, which fully governs the effects, scope and consequences of such condition.
Record of acceptance. The Client acknowledges and agrees that IBEX shall keep an electronic record of the acceptance of these Terms, including the date and time, the IP address, the identification of the person accepting and the version of the document accepted, and that such record constitutes evidence of acceptance pursuant to clause 19.7. The Client undertakes to evidence to IBEX, as part of the due diligence process, the powers of representation of the person accepting these Terms on its behalf, and to report immediately any revocation or modification of such powers.
The Client declares that it has full legal capacity to accept and be bound by the terms set forth herein and, in the case of legal entities, that the person accepting these Terms on its behalf is duly authorized to do so.
1. Definitions
For purposes of these Terms, capitalized terms shall have the meaning ascribed to them in this clause or in the place in the text where they are expressly defined, and shall apply to both the singular and the plural. Terms defined in an Annex shall apply solely to such Annex, unless otherwise indicated.
1.1. Abuse: has the meaning ascribed to it in clause 8 of these Terms.
1.2. Digital Assets: any digital representation of value, enabled within a Supported Network within IBEXHub, that is neither issued nor guaranteed by a central bank or by a public authority, that does not necessarily constitute legal tender, but that may be transferred, stored or traded electronically, and that uses distributed ledger technology or any other similar technology to ensure the integrity and traceability of transactions. For purposes of these Terms, virtual assets and other analogous expressions in accordance with applicable legislation shall be deemed digital assets.
1.3. Affiliate: with respect to a Party, any legal entity that controls it, is controlled by it or is under common control with it, control being understood as the ownership, directly or indirectly, of more than fifty percent (50%) of the voting capital or the power to direct its management.
1.4. “Test Environment" or "Sandbox”: means the technical environment separate from the Production Environment that IBEXHub makes available to the Client for testing, integration and development purposes.
1.5. API(s): means the application programming interface(s) made available to the Client on IBEXHub for access to, integration with and consumption of the available Services.
1.6. Governmental Authority: means any regulatory entity, court, government, tribunal, ministry, superintendency, central bank, tax authority, financial intelligence unit or similar authority having jurisdiction over either of the Parties, over a Third-Party Provider or over the Services.
1.7. Authorization: means any license, registration, permit, enrollment or approval required of a Party to operate its business in the jurisdiction in which it operates.
1.8. Bitcoin: Refers to the Virtual Asset that operates on the Bitcoin Protocol network, recognized in the Republic of El Salvador (by means of Decree No. 57 of the Legislative Assembly of the Republic of El Salvador) as legal tender, defined by its unlimited liberating power, with voluntary acceptance by natural persons or legal entities with entirely private participation only, in any transaction and under any title they may require. For purposes of these Terms, "bitcoin", in lowercase, refers exclusively to the cryptocurrency that constitutes the virtual asset.
1.9. Network Fees: the fees intrinsic to the use of a Supported Network that must be paid to the validators, miners or participants of such network in order for a Transaction to be processed, the amount of which does not depend on IBEX.
1.10. Credentials: the set of elements that enable access to IBEXHub or the issuance of Instructions, including usernames, passwords, API keys and tokens, digital certificates, authentication factors and any other element that enables access to, or the updating or modification of, an Account.
1.11. Account: the main record enabled by IBEX in the name of the Client on IBEXHub in which its Balance is reflected.
1.12. Custodian: the third party to which IBEX subcontracts, in whole or in part, the safekeeping of Digital Assets pursuant to clause 4.3, and which controls the cryptographic keys and signing mechanisms with respect to the assets it holds.
1.13. Client Data: the information, content and data, including the Personal Data of End Users, that the Client or its End Users enter, transmit or generate through the IBEXHub Platform, excluding Anonymized Data.
1.14. Personal Data: any information concerning an identified or identifiable natural person, pursuant to the applicable personal data protection regulations.
1.15. Documentation: the technical manuals, API specifications, integration guides and other descriptive materials that IBEX makes available to the Client, including the Online Documents.
1.16. FIAT: any currency, supported and enabled within IBEXHub, that has been declared legal tender by the government of a specific country, the value of which is based on the public's trust in and recognition of the issuing authority. Examples of FIAT include, but are not limited to, the United States dollar (USD), the euro (EUR), the Mexican peso (MXN) and the Guatemalan quetzal (GTQ).
1.17. IBEXHub: means the connectivity and infrastructure technology platform for Digital Assets operated by IBEX, through which the Client may access, via APIs or a web application, in order to create and manage Accounts, and to connect to and interact with the Supported Networks, in accordance with the Modules and Services described in Clause 3 of these Terms.
1.18. Instruction: any order, request or communication transmitted to IBEXHub by means of the Client's Credentials for the execution of an operation, including sends, receipts, conversions, withdrawals and transfers.
1.19. Applicable Law: the body of laws, regulations, decrees, resolutions, instructions, circulars and other binding rules, as well as the orders of a Governmental Authority, that are applicable to IBEX in the Republic of El Salvador, to a Third-Party Provider in its jurisdiction, and to the Client in the jurisdiction in which it operates and with respect to its End Users.
1.20. Sanctions Lists: the lists of persons, entities, vessels or jurisdictions subject to sanctions or restrictive measures issued or administered by the United Nations Security Council, the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the European Union, the United Kingdom or any other competent Governmental Authority, as well as the lists that a Third-Party Provider applies pursuant to its own policies.
1.21. Module: each of the sets of Services described in clause 3.2, which may be activated jointly or independently as contracted or required by the Client.
1.22. Authorized Personnel: the natural persons designated by the Client, by means of the form referred to in clause 5.1, to hold Credentials and issue Instructions on its behalf.
1.23. Term: the period of validity of the contractual relationship established by these Terms, pursuant to clause 14.1, including its renewals.
1.24. Third-Party Provider: means any third party whose services are necessary or convenient for the provision of an IBEXHub functionality, including banking institutions, Stablecoin issuers, payment processors, exchanges, liquidity providers, KYB/KYC/KYT providers, custodians and cloud infrastructure providers.
1.25. Supported Network(s): means the Bitcoin network, the Lightning Network, Ethereum, and any other digital asset network that IBEXHub enables from time to time, as detailed on the IBEXHub PLATFORM. IBEX may add, suspend or remove a Supported Network at any time and in its sole discretion, without this constituting or requiring an amendment to these Terms.
1.26. Representatives: with respect to IBEX, its Affiliates, contractors, licensors, suppliers, employees, directors, officers and agents.
1.27. Banking Rail: the payment, collection or transfer channel in fiat currency enabled through a Third-Party Provider of a banking or payment services nature, pursuant to the On/Off-Ramps and Banking Rails Module.
1.28. Balance: the amount in Digital Assets or in FIAT recorded in favor of the Client in an Account according to the records of the IBEXHub Platform, which constitutes a credit right of the Client against IBEX pursuant to clause 4.3.
1.29. Stablecoin: the Digital Asset issued by a third party and designed to maintain a stable value relative to a fiat currency or other reference asset, which IBEX enables on the Platform, including USDT and USDC.
1.30. Fees: the consideration that the Client must pay to IBEX for the Services, in accordance with the amounts, items and periodicity set forth in the Fee Schedule Annex, excluding Network Fees, banking costs, Third-Party Provider charges and conversion spreads.
1.31. Transaction: any operation of sending, receiving, converting, withdrawing or transferring Digital Assets or FIAT executed through IBEXHub as a result of an Instruction.
1.32. End User: means any natural person or legal entity that is a client, user or counterparty of the Client, and to whom the Client offers, directly or indirectly, products or services that incorporate or depend on the Services. FOR THE AVOIDANCE OF DOUBT, END USERS ARE NOT PARTIES TO THESE TERMS AND DO NOT ACQUIRE ANY RIGHT OR CAUSE OF ACTION WHATSOEVER AGAINST IBEXHUB BY VIRTUE HEREOF.
2. Authorization
The Client authorizes IBEX, in its capacity as technology services provider, to execute the electronic instructions necessary for the provision of the Services. The Client acknowledges that it is solely responsible for obtaining and maintaining any Authorization necessary to operate and serve its End Users.
3. Purpose and Description of the Service
3.1. Purpose. The purpose of these Terms is to establish the parameters under which IBEX grants the Client the supply of technology infrastructure for access to IBEXHub (infrastructure as a service), a connectivity and infrastructure technology platform for Digital Assets, and provides it with the Services described in this clause 3 so that the Client may connect to and interact with the Supported Networks.Depending on the Module concerned, as described in Clause 3.2 below, the Services may comprise: (i) access to software tools and APIs; (ii) the custody of Digital Assets in favor of the Client; and (iii) connectivity with payment rails and Third-Party Providers, each subject to the particular conditions and risks described in Clause 3.3 below.
3.2. General description of the Services. Pursuant to these Terms, the Services are structured into the following Modules, which may be activated jointly or independently as contracted, activated or required by the Client:
a. Base Module
i. Creation of Accounts and for the sending and receiving of Bitcoin through the Supported Networks;
ii. Generation and management of addresses, invoices and LNURL in their payment and withdrawal modalities;
iii. Opening and management of Stable Accounts; dashboards, reports, webhooks and reconciliation tools
b. On/Off-Ramps and Banking Rails Module
i. Conversion between fiat currency and Digital AssetsOpening of accounts or payment references and execution of transfers in the supported currencies and jurisdictions.
ii. Opening of accounts or payment references and execution of transfers in the supported currencies and jurisdictions.
c. Stablecoin Module.
i. Sending, receiving and holding of balances in the enabled Stablecoins on the corresponding Supported Networks.
3.3. Conditions and risks specific to each Module: The Client acknowledges and accepts the following conditions and risks:
a. Each Stablecoin is issued and administered by a third party unrelated to IBEX. IBEX does not guarantee its parity, backing, convertibility, liquidity or the solvency of the issuer. The issuer may freeze, blacklist or destroy units associated with an address without the intervention or liability of IBEX.
b. Exchange rates are indicative until the time of execution. Execution may be subject to slippage, liquidity availability, operating limits and market hours.
c. Regardless of the Module concerned, certain IBEXHub functionalities that depend on integration with a Third-Party Provider shall be subject, in addition to the provisions of clause 9, to:
i. the Client's acceptance of the applicable Third-Party Provider Terms, which may include therein a request for the transmission to, and subsequent direct approval by, the End User of certain additional terms and conditions;
ii. the provision of such additional information and documentation as such Third-Party Provider may reasonably require, whether from the Client itself or from an End User;
iii. the discretionary approval of such Third-Party Provider, which is beyond IBEX's control.
The activation of these functionalities is conditioned upon the satisfactory fulfillment of the foregoing, and IBEX does not guarantee that a request by the Client will be approved by the corresponding Third-Party Provider, nor that the Client or its End Users will maintain such approval for the duration of the contractual relationship between IBEX and the Client.
d. Banking Rails. Notwithstanding the foregoing, in the specific case of the services module relating to Banking Rails, the Client acknowledges and accepts that IBEX is not a banking institution. IBEX is an intermediary that provides connectivity services between the banking Third-Party Provider and the Client, in which case the Client understands that the banking Third-Party Provider may:
i. reject, delay, return, freeze or reverse an operation pursuant to its own policies and Applicable Law;
ii. limit the eligibility of the Client and of End Users;
3.4. Nature of the Services and exclusions. The Services consist of the supply of technology infrastructure and, where applicable, custody pursuant to clause 4. Nothing in these Terms constitutes or shall be construed as: (i) investment, financial, legal, tax, accounting, regulatory or compliance advice; (ii) a recommendation regarding the acquisition, holding or disposal of Digital Assets; or (iii) a guarantee as to the value, liquidity or market performance of Digital Assets.
3.5. Test Environment and operating limits. IBEX may make a Test Environment available to the Client. Access to the production environment and full access to IBEXHub is conditioned upon the satisfactory completion of the compliance process provided for in clause 7. The Test Environment does not necessarily reproduce all the functionalities of the production environment; in particular, Banking Rails do not operate therein.
3.6. Evolution of the Service: IBEX may make improvements, updates and modifications to IBEXHub in order to optimize its performance and adapt to new market needs. This may include the addition, removal or modification of functionalities without this constituting a breach of these Terms. For purposes of clause 14.3, "essential functionality" shall be understood to mean solely a complete Module that the Client has contracted and that is activated, and not the individual functionalities comprising it.IBEX may incorporate, modify or discontinue Supported Networks, Digital Assets, currencies, rails and other functionalities. IBEX shall give at least fifteen (15) calendar days' prior notice (a "Deprecation Notice"), unless a shorter period is imposed by Applicable Law, by a Governmental Authority, by a Third-Party Provider or by a security risk.
3.7. Online Documents. The online documents within IBEXHub are technical and descriptive in nature. Consequently:
a. They may not create, expand or limit the Client's obligations beyond what is provided for in these Terms and the Annexes, nor reduce IBEX's obligations.
b. No statement contained in the online documents relating to performance, speed, settlement times, availability, capacity, volume or results constitutes a warranty, contractual representation, service level commitment or obligation of result on the part of IBEX. The enforceable service levels are exclusively those agreed in Annex B (Service Levels), and IBEX's warranties are exclusively those set forth in clause 15.
c. Examples, reference values, guides and sample code are provided for illustrative purposes and are not binding.
d. In the event of a conflict between an Online Document and these Terms or an Annex, the latter shall prevail.
4. Accounts
4.1. Accounts. IBEX shall enable an Account in the name of the Client. The creation, naming, allocation and closing of Accounts is an act of the Client and under its sole responsibility.
4.2. Stable Accounts. For purposes of these Terms, “Stable Account” shall mean the electronic account denominated in FIAT or Stablecoin, automatically funded and debited through BTC, Stablecoin or FIAT on the IBEXHub platform.
4.3. The safekeeping of Digital Assets may be provided directly by IBEX or subcontracted, in whole or in part, to one or more Custodians, in which case it is the Custodian that controls the cryptographic keys and signing mechanisms with respect to the assets it holds. Subcontracting does not alter the nature of the Balance as a credit right against IBEX, nor does it create any legal, contractual or custodial relationship between the Client or its End Users and the Custodian. Consequently:
a. IBEX may hold its clients' assets on a pooled (omnibus) basis in common addresses, channels or accounts, maintaining at all times records that allow the balance attributable to each client to be identified;
b. balances do not accrue any interest or yield whatsoever;
c. IBEX shall not use the Client's Digital Assets for proprietary trading, lending or leverage, unless expressly agreed in an annex executed by both Parties.
d. IBEX may designate, replace, add or remove Custodians at any time and without the need for the consent of the Client, giving notice thereof pursuant to clause 19.2;
e. the conditions of segregation and insurance coverage, the access periods and the availability of Digital Assets are subject to the Custodian's terms and may differ depending on the custody product used;
f. the Custodian may apply its own operating limits, compliance controls and powers of rejection, retention or freezing, the effects of which are governed by clauses 11 and 15.5.
4.4. Relationship with End Users. The Client is the sole party to the contractual relationship with IBEX. The related Accounts that the Client allocates to reflect the balances of its End Users do not create any legal relationship whatsoever between IBEX and such End Users. The Client is solely responsible to them, including for the accuracy of the balances it reports to them, the handling of their claims and compliance with the consumer protection regulations applicable to it.
4.5. Records and reconciliation. IBEX's records constitute evidence of the Balances and Transactions, save for manifest error or evidence to the contrary. The Client shall notify any discrepancy within fifteen (15) calendar days following the relevant transaction or account statement. Once such period has elapsed without objection, the records shall be deemed accepted, save for manifest error, fraud or a longer period imposed by Applicable Law.
4.6. Inactive accounts and remaining balances. This clause shall apply when: (i) the contractual relationship is terminated, for any reason, and the Account holds a Balance pending return to the Client; or (ii) the Account remains without activity and with a Balance for twelve (12) consecutive months (in either case, an "Inactive Account").
a. As from the date on which an Account is classified as an Inactive Account, IBEX shall endeavor to contact the Client through all available means of communication registered in its file (including, without limitation, email, telephone and/or electronic messaging), for the purpose of coordinating the return of the remaining Balance. IBEX shall keep a record of the steps taken.
b. If, after three (3) months have elapsed from the commencement of the steps referred to in subparagraph (a) above, the Client fails to respond to IBEX's requests, IBEX may begin to apply an Inactive Account maintenance fee, in accordance with the amounts and periodicity set forth in the Fee Schedule Annex, which shall be charged against the Account balance.
c. The Client acknowledges and agrees that the continued application of the fee referred to in subparagraph (b) may reduce the Account balance. The accumulated fee shall not exceed fifty percent (50%) of the Balance existing on the date on which the Account was classified as an Inactive Account. In no event shall such fee generate a debit balance payable by the Client: the application of the fee shall automatically cease when the Account balance reaches zero.
d. The Inactive Account fee shall not apply when the termination or suspension is due to an order of a Governmental Authority, to the inclusion of the Client or of an End User on a Sanctions List, or to a blocking, freezing or retention measure. In such cases, the Balance shall remain unavailable and shall be subject to the determination of the competent authority.
e. Once the limit provided for in subparagraph (c) has been reached without the Client responding to IBEX's requests, IBEX may deposit the remaining Balance with the court or place it at the disposal of the competent authority in accordance with Applicable Law, whereupon IBEX shall be released from any further obligation of return towards the Client and towards its End Users.
5. Instructions, Transactions and Network Risks
5.1. Instructions. IBEX shall obtain, by means of a form completed by the Client's Legal Representative, the identification of the persons authorized to hold Credentials within IBEXHub. Any Instruction authenticated with the Client's Credentials shall be deemed issued by the Client and shall be fully binding upon it, regardless of who physically issued it. IBEX is not obliged to verify the internal authority of the person issuing an Instruction or the economic correctness of the operation. Instructions are irrevocable from the time of their transmission to a Supported Network, a Banking Rail or a Third-Party Provider.
5.2. Irreversibility. Transactions on Supported Networks are, by their nature, irreversible. Once confirmed, IBEX cannot cancel or reverse them or recover the Digital Assets, even when they result from error, fraud, duplication or unauthorized use of the Credentials. The Client is solely responsible for verifying the recipient, the network, the asset and the amount before issuing an Instruction.Sending an asset to an incorrect or invalid address, to an unsupported address or to a network that is not enabled may result in the permanent loss of the asset. IBEX shall not be liable for such losses and is not obliged to attempt their recovery.
5.3. Supported Network Fees. Supported Network Fees are intrinsic to the use of the network, do not depend on IBEX, and vary according to conditions beyond its control. They are debited from the Client's balance in addition to the Fees governed by these Terms. IBEX may estimate the fee required for timely confirmation, without such estimate constituting a guarantee of confirmation time or final cost.
5.4. Right not to execute. IBEX may reject, delay or refrain from executing an Instruction when:
a. the Balance is insufficient to cover the amount, the Fees and the Network Fees;
b. the Instruction exceeds the applicable operating limits;
c. there are reasonable indications of fraud, error, unauthorized use or compliance risk
d. it is required by Applicable Law, a Governmental Authority or a Third-Party Provider; or
e. there are technical failures or maintenance. IBEX shall notify the Client to the extent permitted by Applicable Law.
5.5. Processing times and enhanced verification. The Client acknowledges that the execution of a withdrawal may require up to twenty-four (24) business hours between receipt of the Instruction and its transmission to the Supported Network, a period that the Custodian may extend when required by its security or compliance controls. Additionally, the Custodian may require enhanced verification, including a video call with an authorized person of the Client, for withdrawals exceeding the thresholds that the Custodian publishes or communicates from time to time, for withdrawals to previously unused addresses and, in its sole discretion, for any other operation. In such cases, the processing period shall begin to run from the time the verification is satisfactorily completed. IBEX does not guarantee confirmation times, and it is the sole responsibility of the Client to inform its End Users of these periods.
6. Access, License and Security
6.1. License. Subject to compliance with these Terms and payment of the Fees, IBEX grants the Client a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the IBEXHub Platform and the Documentation for the sole purpose of operating the Services in its own products during the term of the contractual relationship.
6.2. Restrictions. The Client shall not, nor shall it permit third parties to:
a. resell, sublicense, lease or make the Services available to a third party as a stand-alone service, except for integration into its own products
b. decompile, reverse engineer or attempt to obtain the source code;
c. create derivative works of the IBEXHub Platform or use the IBEXHub Platform to develop a competing product;
d. circumvent usage limits, access controls, security mechanisms or the limits of the corresponding fee plan;
e. conduct penetration tests, vulnerability scans or similar tests that jeopardize the security of IBEXHub without the prior written authorization of IBEX. In addition, the Client shall not exploit or attempt to exploit vulnerabilities of the Platform or of the systems, APIs or technological access channels of a Third-Party Provider, nor shall it use the Credentials, the APIs or the enabled channels for any purpose other than that authorized under these Terms. The Client shall comply with the requirements, protocols, digital certificates, technical specification manuals and security measures that IBEX or a Third-Party Provider establishes or communicates to it for the use of the APIs, and is solely responsible for the developments, configurations, integrations and adaptations that it carries out or commissions from third parties in order to connect to the Platform, as well as for the consequences arising therefrom.
6.3. Credentials and authorized personnel. The Client undertakes to keep its credentials in strict confidence and to exercise due diligence in order to limit access to the personnel it designates, keep such designation up to date and revoke access in a timely manner. The Client is responsible for all activity carried out with its Credentials. The Client shall implement industry-standard security controls, including multi-factor authentication, secrets management and environment segregation, among others.By way of example, but not limitation, credentials include access to tokens, passwords, APIs, the username and any other information that allows access to, updates to or changes to the Main Account or the End User Accounts. In the event of disclosure or suspected unauthorized use, the Client shall immediately notify IBEX.
6.4. IBEX Security. IBEX shall maintain an information security program consistent with industry practice, which shall comprise, at a minimum: documented security policies that are periodically reviewed; access control in accordance with the principle of least privilege and multi-factor authentication for privileged access; encryption of information in transit and at rest; segregation of development, testing and production environments; vulnerability management and timely application of patches; logging and monitoring of security events; periodic backups and business continuity and disaster recovery plans; security assessment of its suppliers; and a documented incident management procedure. IBEX may modify the components of such program provided that doing so does not substantially reduce the level of protection.
6.5. Security incidents. The Client shall be obliged, at all times and without exception, to notify IBEX immediately, and no later than 24 hours thereafter, of any vulnerability, intrusion, unauthorized access or, in general, any security incident suffered by its systems, regardless of whether or not such vulnerability or cybersecurity incident may be associated with access to IBEXHub. IBEX shall be responsible for conducting the necessary reviews to determine whether or not there is any contagion of or danger to IBEXHub's systems. Upon notification of a security incident, IBEX reserves the right to suspend or block access to IBEXHub for the time strictly necessary until it is determined that no technological risk exists, pursuant to clause 11.2. The Client shall reasonably cooperate in the investigation.
IBEX may charge an additional cost for the administration, handling and control of security incidents associated with failures in the Client's system.
6.6. Notification of incidents by IBEX. IBEX shall notify the Client, without undue delay from the time it has confirmed knowledge thereof, of any security incident attributable to the IBEXHub Platform that substantially affects the Client Data or the Balances held in custody. The notification shall describe the nature of the incident, the categories of information affected and the measures adopted, to the extent such information is available and its disclosure does not compromise the investigation or the security of the Platform, or infringe a legal prohibition or an instruction of a Governmental Authority. The notification does not constitute an acknowledgment of liability or fault on the part of IBEX. The handling of breaches affecting Personal Data is governed by the Privacy Notice duly published on IBEX's website.
7. Compliance
7.1. The Client acknowledges and agrees that the provision of the services governed by these Terms is subject to a condition precedent, a condition subsequent and ongoing compliance with the obligations of cooperation with IBEX's Compliance Department described below.
a. Condition precedent: Effective access to the services governed by these Terms shall be suspended until IBEX's Compliance Department issues its express approval of the Client's file. Consequently, no obligation to provide services shall be enforceable against IBEX until such approval has been formally granted.
b. Obligation of ongoing cooperation: Throughout the term of the contractual relationship, the Client undertakes to cooperate diligently, promptly and in good faith with IBEX and its Compliance Department, and shall in particular: (i) deliver the documentation, information and declarations required of it within the indicated periods; (ii) keep the information provided up to date, notifying any material change within 30 calendar days following its occurrence; (iii) submit to the periodic due diligence review and update processes; and (iv) respond to any additional information requests that IBEX makes in compliance with its regulatory obligations.
c. Condition Subsequent: Grounds for the rescission, suspension or immediate termination of the services shall arise, at IBEX's sole discretion and without the need for a prior judicial declaration, in any of the following events: (i) Failure to deliver, partial delivery or untimely delivery of the documentation or information required by the Compliance Department; (ii) Detection of information that is inaccurate, false, erroneous, outdated, incomplete or misleading, whether provided at the time of contracting or during the term stipulated in accordance with these Terms; (iii) Breach of the obligations of periodic or supervening updating of information; (iv) Identification of alerts, risks or findings arising from ongoing monitoring that, in the opinion of the Compliance Department, compromise the Client's risk profile; or (v) Any other circumstance that, pursuant to the applicable regulations, justifies the termination of the relationship.
d. Upon the occurrence of any of the grounds provided for in the preceding subparagraph, IBEX may, without any liability whatsoever and without prejudice to any applicable legal actions: (i) immediately suspend access to the services; (ii) terminate this contractual relationship in accordance with these Terms by operation of law; and (iii) report to the competent authorities when so required by law.
7.2. Client's compliance program and responsibility for End Users. The Client undertakes to carry out and maintain Know Your Customer (KYC/KYB) programs with respect to its End Users in all Modules, as well as a program for the prevention of money laundering and the financing of terrorism and of the proliferation of nuclear weapons, proportionate to its activity, holding the Authorizations necessary to operate. Consequently, the risk assessment of its End Users, as well as the detection and reporting of suspicious transactions to the relevant authority, pursuant to Applicable Law, rests exclusively with the Client.
IBEX does not perform KYC/KYB on End Users, unless expressly agreed otherwise. When a Third-Party Provider requires direct KYC/KYB or the acceptance of its terms by End Users, IBEX may act as a technical conduit to transmit such information, without thereby assuming any obligation to validate it.
7.3 Cooperation with authorities. The Client acknowledges that IBEX and its Third-Party Providers are subject to supervision, regulation and oversight by Governmental Authorities and that, within that framework, they must maintain control and monitoring mechanisms over the services provided. Consequently, the Client:
a. shall permit and cooperate with the audits, inspections, reviews or information requests carried out by IBEX, directly or through specialized third parties, by a Third-Party Provider or by a competent Governmental Authority, relating to compliance with the obligations under these Terms regarding the prevention of money laundering and the financing of terrorism and proliferation, fraud prevention, operational and technological risk, cybersecurity, business continuity, information integrity and use of the APIs;
b. shall attend to such audits no more frequently than annually, except for justified cause, a request from an authority or an incident; and
c. shall bear its own costs of attending to them. Audits shall be limited to information that is relevant, proportionate and reasonably related to the Services.
The Client's unjustified refusal constitutes a material breach and entitles IBEX to act pursuant to clauses 11 and 14.4. Where prohibited by law, IBEX shall not inform the Client of such request or of the content of a suspicious transaction report, and the Client acknowledges that such omission does not constitute a breach of these Terms or of the confidentiality obligations
8. Acceptable Use
8.1. The Client acknowledges and agrees to use all commercially reasonable efforts to ensure that the End Users and its Authorized Personnel who use the IBEXHub Services do so in accordance with the law and for lawful purposes.
8.2. The Client warrants that it shall not use or permit the use of the IBEXHub Software or Services in a manner that constitutes “Abuse”, and undertakes to prevent End Users and its Authorized Personnel from carrying out such actions. Abuse includes, but is not limited to:
a. Activities prohibited by the policies of IBEX or of any Third-Party Provider of services used by IBEX, as communicated by IBEX to the Client;
b. Use of IBEXHub to create, transmit, distribute or store material that infringes trademark, copyright, trade secret or other intellectual property laws; violates the privacy or other personal rights of third parties; infringes export control or data protection laws; impairs the privacy of communications; is threatening, abusive or hateful; or constitutes or encourages conduct that could constitute fraud or a criminal offense, or give rise to civil liability;
c. Seeking access to anything in the systems or network on which IBEXHub is hosted, other than the IBEXHub Software itself;
d. Attempting to delete, corrupt or prevent access to any data processed or stored by the IBEXHub Software;
e. Attempting to breach IBEX's security, an action that may also be reported to the relevant authorities
f. unlawful activity, or activity involving the proceeds of unlawful activity, or aimed at circumventing sanctions or compliance controls;
g. digital asset mixers (mixers) or wallets with a built-in mixer;
h. shell banks, understood as financial institutions with no physical presence in any jurisdiction;
i. anonymous accounts or accounts opened under a fictitious name;
j. companies that issue bearer shares;
k. sale of narcotics or controlled substances;
l. persons or entities included on Sanctions Lists, including Specially Designated Nationals and blocked persons;
m. unlicensed or unregulated banks, exchange houses, remittance companies, bureaux de change or money transfer agents;
n. persons or entities designated as a Primary Money Laundering Concern by the United States Department of the Treasury pursuant to Section 311 of the USA PATRIOT Act, or banks licensed by jurisdictions designated as non-cooperative by the FATF or subject to special measures due to money laundering concerns
o. lotteries, bidding-fee auctions, sports betting and forecasting, fantasy leagues with cash prizes, games of chance, contests and sweepstakes;
p. fraudulent or deceptive activity, or activity that provides false or inaccurate information;
q. operations that infringe the intellectual property or image rights of third parties.
9. Third-Party Providers
9.1. The Client acknowledges and accepts that certain functionalities depend on Third-Party Providers. Annex C (Third-Party Providers) identifies which provider serves each functionality and jurisdiction and links to their own Terms and Conditions.
9.2. Acceptance of Third-Party Provider Terms. The activation of a functionality dependent on a Third-Party Provider requires the Client to accept the applicable Third-Party Terms, deliver the additional KYC/KYB required and obtain the approval of such provider. Such approval is at the provider's discretion and is beyond IBEX's control; IBEX does not guarantee that it will be granted or maintained.
9.3. Flow-down of Third-Party Provider Terms to End Users. When a Third-Party Provider requires End Users to accept the Third-Party Provider's own terms, the Client shall be responsible for obtaining and evidencing such acceptance, whether through its own flows or through the technical mechanisms enabled by IBEX. Failure to accept may prevent the activation of the functionality for the corresponding End User, without liability for IBEX. The Client acknowledges that the breach of this obligation may constitute a breach by IBEX vis-à-vis the Third-Party Provider and entitles IBEX to obtain the corresponding remedies on account of the Client's breach.
9.4. Limitation of Liability. IBEX is liable for the availability and operation of its own Platform in accordance with the provisions of Annex B (Service Levels), and not for the acts, omissions, decisions, policies, solvency, availability or breaches of a Third-Party Provider. IBEX shall select its Third-Party Providers with reasonable diligence and shall make commercially reasonable efforts to pass on to the Client the remedies it obtains from them.
The Client expressly acknowledges and agrees that IBEX shall not assume any liability whatsoever for damages, losses or harm arising from the acts, omissions, insolvency or breaches of third parties, including, without limitation, financial institutions, exchanges, custodians, liquidity providers, and providers of technology, infrastructure, software, communications, data processing, verification services, analytics, security, authentication, documentation or any other external service used directly or indirectly for the provision, support, fulfillment, operation or execution of the Services, provided that such circumstances are not directly and exclusively attributable to the willful misconduct or gross negligence of IBEX;
9.5. Replacement and cessation. IBEX may replace, add or discontinue a Third-Party Provider. If a Third-Party Provider suspends, restricts or terminates the service, or modifies its conditions, IBEX shall duly notify the Client and may suspend or discontinue the affected functionality, without this constituting a breach.
10. Fees, Invoicing and Payment
10.1. The Client shall pay the Fees set forth in the corresponding Annex (Fee Schedule Annex), as duly communicated to the Client. The Fees do not include Network Fees, banking costs, Third-Party Provider charges or conversion spreads, all of which shall be borne by the Client.
10.2. Invoicing and payment. IBEX shall charge and invoice the Fees with the periodicity and by the means set forth in the corresponding Fee Schedule Annex. The Client shall make payment within thirty (30) calendar days following the invoice date, in dollars of the United States of America or in a Digital Asset previously authorized by IBEX, free of deductions. Amounts not objected to in writing within thirty (30) calendar days following the invoice date shall be deemed accepted.
10.3. Non-payment. Fees not paid when due shall not accrue default interest, surcharges or penalties. Non-payment entitles IBEX to suspend access to the IBEXHub Platform pursuant to clause 11.1(d) and to the suspension procedure set forth in the Fee Schedule Annex, without prejudice to the enforceability of the amounts owed and to the right of termination provided for in clauses 14.2 and 14.4(d).
11. Suspension, Retention and Blocking
11.1. IBEX may suspend, in whole or in part, access to the Platform, to a Module or to an Account, or freeze specific Balances and Transactions, when:
a. there is Abuse or a breach of these Terms;
b. there are reasonable indications of fraud, unlawful activity, unauthorized use of Credentials or compliance risk;
c. it is required by a Governmental Authority, Applicable Law or a Third-Party Provider;
d. the Client fails to pay the Fees, pursuant to clause 10.3 and to the suspension procedure set forth in the Fee Schedule Annex;;
e. the Client fails to respond to a KYB, information or documentation request;
f. there is an imminent risk to the security or integrity of the Platform or of other clients' Balances; or
g. the Client is included on a Sanctions List or becomes subject to an insolvency proceeding.
11.2. The suspension shall be limited, to the extent reasonably possible, to the affected Module, Account or Transaction, and shall be maintained only for the time necessary. IBEX shall notify the Client of the event and, to the extent permitted by Applicable Law, its causes, and shall keep the Client informed of the steps necessary for its lifting. The Client acknowledges that a Governmental Authority or a Third-Party Provider may adopt or require suspension, restriction or closure measures based on confidential criteria that they are not obliged to disclose to IBEX, and that in such cases IBEX shall not be able to report the causes thereof or the steps for their lifting, without this constituting a breach of these Terms.
11.3. Temporary retention of funds for compliance review. The Client acknowledges that IBEX and the Third-Party Providers may retain the funds of one or more Transactions, and even the entire Balance of an Account, while it is verified whether the operation, the Client or an End User has infringed the policies on the prevention of money laundering and the financing of terrorism and proliferation or on fraud prevention, or while a request from a competent authority is being addressed. The retention shall be maintained for the period determined by the Third-Party Provider, the competent authority or Applicable Law. During the retention, the balance shall remain unavailable and shall not accrue interest or any compensation whatsoever, and the measure shall not give rise to any liability for IBEX. The Client is solely responsible for communicating the situation to the affected End Users and for handling their claims.
12. Intellectual Property
12.1. The Client acknowledges that IBEX is the sole owner of all rights, title and interest in and to IBEX's Intellectual Property, encompassing all Intellectual Property Rights in the services in any form, which includes:
a. The IBEXHub Software and any other product or service offered by IBEX during the Term;
b. Any customization, enhancement and/or new functionality for, or derivative works of, IBEXHub, including proposed or actual modifications thereto;
c. The technology made available as part of the Services;
d. All content, whether text, software, music, sound, photographs, video, graphics or other material contained in IBEXHub or in the Services, with the exception of Client Data.
12.2. The Client acknowledges that IBEXHub, the Services and any other product or service offered by IBEX are protected by Intellectual Property Rights and by national and international laws. The Client acknowledges that it does not have and does not claim any type of ownership right over IBEX's Intellectual Property. Nothing in these Terms grants rights to resell, create or offer derivative versions of IBEXHub or the Services, whether directly or through a third party, as a stand-alone offering, as part of a bundle with the Client's services or products, or otherwise. IBEX, “poweredbyibex.io”, the IBEX logos, and other trademarks and service marks, whether pending registration and/or registered, as well as other graphics, logos, domain names and service names used by IBEX in connection with IBEXHub, the Services or other products or services offered by IBEX to identify IBEX's products or services (collectively, the “IBEX Trademarks”) are Trademarks of IBEX. The Client shall not use the IBEX Trademarks in any manner in connection with its products or services, except that marketing, sales and training efforts may include references to IBEX and the Services provided hereunder, with the prior written consent of IBEX. The Client represents and warrants to IBEX that it holds all rights, title and interest in such Client Intellectual Property as required to grant the rights granted by the Client under these Terms, and that it holds all rights, title and interest in the Client Intellectual Property as required to permit IBEX to provide the Services under these Terms.
12.3. The Client retains ownership of its intellectual property and of the End User Data. The Client grants IBEX a non-exclusive, worldwide, royalty-free license to use, process, reproduce and transmit the Client Data to the extent necessary to provide the Services, comply with Applicable Law and respond to requests from Governmental Authorities and Third-Party Providers, during the term of these Terms and for the retention period imposed by law.
12.4. IBEX may generate and use aggregated and anonymized statistical data derived from the operation of the Platform, provided that such data do not allow the identification of the Client, its End Users or their operations (the "Anonymized Data"). Following termination, IBEX shall not retain or use any Client Data other than the Anonymized Data and those data whose retention is required by Applicable Law.
12.5. The processing of personal data is governed by the Privacy Notice published on IBEX's website, which defines the role of each Party, the purposes, the security measures, international transfers, the management of data subjects' rights and breach notification. The Client acknowledges that the provision of the Services involves the international transfer of data, including data of its End Users, to Third-Party Providers located outside El Salvador, and undertakes to have the legal basis and the notices and consents required for such transfer by the regulations applicable to it. Each Party shall comply, with respect to the processing it carries out on its own account, with the obligations imposed on it by the applicable personal data protection regulations, including the Personal Data Protection Law of the Republic of El Salvador.
12.6. The Client shall not use the trademarks, trade name or logos of IBEX without the prior written authorization of its legal representative. The Client shall not use the trademarks, trade names, logos or distinctive signs of a Third-Party Provider, nor include them in advertising, communications or commercial materials of any nature, without the prior, express and written authorization of their owner, and shall refrain from inducing, permitting or creating error or confusion as to the existence of any relationship, alliance, association, representation, sponsorship or endorsement between the Client or its End Users and a Third-Party Provider. No Third-Party Provider backs, endorses or guarantees the statements, promotions or offers that the Client directs to the public. These Terms do not transfer or grant a license over any intellectual property right of a Third-Party Provider, including its technical documentation, methodologies, architectures, interfaces and APIs.
13. Confidentiality
13.1. Confidential Information means all information concerning or relating to the business that a Party (the "Disclosing Party") discloses, or has disclosed prior to the date of acceptance of these Terms, to the other Party (the "Receiving Party"), that is identified as confidential at the time of its disclosure or that a reasonable person would consider, given the nature of the information and the circumstances, to be confidential. Confidential information may include, but is not limited to, technology, finances, clients, suppliers, processes, procedures, research, developments, plans and marketing, including Personal Data.
13.2. During the term of these Terms, and prior thereto, each Party may have disclosed Confidential Information to the other Party orally, in writing, through visits to its facilities or by other means. The Receiving Party undertakes to: (i) Maintain a degree of secrecy and discretion equivalent to that which it applies to its own Confidential Information; (ii) Store the Confidential Information securely and appropriately, applying industry-standard security measures; (iii) Not make copies or reproductions, except where reasonably necessary; (iv) Disclose the Confidential Information only to authorized and necessary personnel, ensuring that they have accepted comparable confidentiality undertakings; (v) Use the Disclosing Party's Information only for the disclosed purpose or for the exclusive benefit of the Disclosing Party; (vi) Immediately return or destroy all materials provided by the Disclosing Party upon its request; (vii) Immediately notify the Disclosing Party in writing of any loss, unauthorized disclosure or breach; and (viii) Ensure that any copy bears the same proprietary and confidentiality notices and legends as the original information.
13.3. The disclosure of Confidential Information by the Receiving Party shall not be deemed a breach if: (i) The information is in the public domain through no fault of the Receiving Party; (ii) The information was lawfully received from a third party without any duty of confidentiality; (iii) The Receiving Party can demonstrate that the information was independently developed by it prior to the disclosure; (iv) The information was disclosed with the prior written approval of the Disclosing Party; (v) The Confidential Information was required by means of a final and unappealable judgment or order issued by a competent judicial and/or administrative authority.
13.4. The confidentiality undertaking is valid and binding upon the Parties from the acceptance of these Terms and for up to three (3) years after the contractual relationship has ended for any reason. The foregoing period shall not apply to trade secrets, which shall remain protected for as long as they retain such character pursuant to Applicable Law, nor to Personal Data, which shall be governed by the applicable data protection regulations.
13.5. Authorization to share information: The Parties agree that they may share any information, including reasonable Confidential Information, that is required by any regulatory body in El Salvador or whose disclosure is strictly necessary under applicable law or regulation. Likewise, each Party authorizes the other to share any information, including reasonable Confidential Information, that is strictly necessary with any banking institution in El Salvador and abroad, as well as with any crypto exchange, exclusively to the extent indispensable for the execution of the operations. Prior notice shall not be required when Applicable Law prohibits it or when the disclosure is made in compliance with obligations for the prevention of money laundering and the financing of terrorism and proliferation; in all other cases, the disclosing Party shall inform the other within a reasonable period.
13.6. The Party shall not be deemed to have breached the confidentiality obligation when the Confidential Information must be disclosed in compliance with the law or a judicial order or other governmental demand or a request as part of a proceeding, that is final ("Proceeding"). Prior to the disclosure of the information and provided that the law permits, the receiving Party shall immediately notify the disclosing Party of such Proceeding. In the event that notification is prohibited or limited by law, the receiving Party may disclose the Confidential Information in compliance with the Proceeding, provided that such disclosure is strictly limited to what is required.
14. Term and Termination
14.1. Term. These Terms shall enter into force as from the time of their acceptance by the Client and shall remain in force for a term of thirty-six (36) months, automatically renewing for successive periods of twelve (12) months unless either Party gives notice to the contrary at least sixty (60) calendar days prior to the expiration of the then-current period.
14.2. Termination for breach. Either Party may terminate the contractual relationship established by these Terms if the other commits a material breach and fails to cure it within thirty (30) calendar days following written notice detailing such breach. The following, among others, shall be deemed a material breach: non-payment of overdue Fees; Abuse; breach of Clauses 6, 7, 12 or 13; and the provision of false information in the respective compliance process.
14.3. The Client may terminate the contractual relationship established by these Terms without penalty when it objects to a substantial amendment pursuant to clause 19.8(b) or when IBEX discontinues an essential functionality pursuant to Clause 3.6.
14.4. IBEX may terminate the contractual relationship established by these Terms with immediate effect when:
a. it is required by Applicable Law or a Governmental Authority;
b. the Client is included on a Sanctions List;
c. the Client becomes subject to an insolvency, liquidation or dissolution proceeding; or
d. a ground for suspension under clause 11 persists for more than thirty (30) calendar days.
e. the Client fails to comply with the obligation to notify a change of control pursuant to clause 19.8, or IBEX's Compliance Department does not approve such change of control.
14.5. IBEX may likewise terminate the contractual relationship established by these Terms with immediate effect when a Third-Party Provider so requires, withdraws its approval or ceases to provide the underlying service and no reasonable alternative exists, or when there are sufficient indications that one or more End Users are involved in unusual or suspicious transactions, or that they directly or indirectly facilitate the carrying out thereof. When imposed by Applicable Law or by the Third-Party Provider, the termination shall take effect immediately and without prior notice, without prejudice to the reporting obligations to the competent authorities.
14.6. Termination for convenience by IBEX. IBEX may terminate the contractual relationship established by these Terms, without stating cause and without any liability whatsoever, by written notice to the Client given at least ninety (90) calendar days in advance. In such case, IBEX shall reimburse the Client for the pro rata portion of the Fees paid in advance corresponding to the unearned period, and the Client shall retain in full the Transfer Period provided for in clause 14.8.
14.7. Effects of Termination: Upon termination, the license and access to the services established in these Terms shall cease, the Credentials shall be revoked and the Client shall cease all use of the Platform. All accrued amounts shall become due and payable. Fees paid in advance are non-refundable, except in the event of termination for breach by IBEX or on grounds attributable to IBEX.
14.8. Transfer Period and remaining Balances. IBEX shall maintain the Client's access, limited to consulting records and withdrawing balances, during the sixty (60) calendar days following termination (the "Transfer Period"), unless the termination is due to an order of a Governmental Authority, a Sanctions List or a serious compliance risk. During such period, the Client shall instruct the withdrawal or transfer of its balances, bearing the Network Fees and the withdrawal Fees. Once the Transfer Period has elapsed without instruction, Clause 4.6 shall apply. The Client is solely responsible for communicating the termination and its consequences on their balances to its End Users, with such advance notice as the regulations applicable to it require.
14.9. Survival. The following clauses shall survive the expiration or termination of these Terms, for the period applicable in each case: 1 (Definitions), 4.5 (Records and reconciliation), 4.6 (Inactive accounts and remaining balances), 10 (Fees, invoicing and payment) with respect to amounts accrued prior to termination, 12 (Intellectual Property), 13 (Confidentiality), 14.7 to 14.9, 15 (Representations, warranties and limitation of liability), 16 (Indemnification), 18 (Governing law and dispute resolution) and 19 (General provisions), as well as any other provision that by its nature is intended to survive.
15. Representations, Warranties and Limitation of Liability
15.1. IBEX shall provide the Services with the diligence and skill reasonably expected of an infrastructure provider in its industry, and shall maintain reasonable security controls. IBEX shall provide the Services in accordance with the service levels ("SLA") set forth in Annex B (Service Levels).
15.2. Except as expressly provided in clause 15.1 and in Annex B (Service Levels), the Services are provided "as is" and "as available". IBEX and its Affiliates, contractors, licensors, suppliers, employees, directors and agents (the "Representatives") disclaim all warranties or conditions, express or implied, including those of merchantability, fitness for a particular purpose and non-infringement. In particular, IBEX does not warrant that: the operation will be uninterrupted, timely or error-free; the Platform will be invulnerable to attacks; the Digital Assets or the Client Data will be protected against unauthorized access; Transactions will be processed in a timely manner by a network or rail; or that the Services will meet the needs of the Client or its End Users.
The Client declares that it understands and assumes the risks inherent in Digital Assets, including extreme volatility, irreversibility of Transactions, technological and cryptographic risk, forks and attacks on networks, loss of peg or freezing of a Stablecoin, liquidity risk, counterparty risk with respect to IBEX and the Third-Party Providers, and regulatory risk, including regulatory changes that restrict or prohibit the activity. The Client declares that it has the experience and capacity to assess such risks and that it has not relied on any representation by IBEX other than those contained in these Terms
15.3. Except for the Exceptions set forth in Clause 15.4, each Party's total and aggregate liability to the other for all claims arising from these Terms shall not exceed the total amount paid by the Client to IBEX as Fees during the twelve (12) months immediately preceding the event giving rise to the claim.
15.4. Exceptions to the cap. The limitations set forth in clause 15.3 do not apply to: (a) breach of the confidentiality obligations under clause 13; (b) infringement of intellectual property rights; (c) the Client's indemnification obligations under clause 16.1; (d) the Client's payment obligations; (e) willful misconduct, fraud or gross negligence; (f) the Client's breach of the restrictions on use of the IBEXHub Platform (clauses 6.2 and 8) or of its compliance, KYB and KYC obligations (clause 7); or (g) IBEX's obligation to return the Client's Balances in accordance with the records of the Platform, unless the failure to return is due to an exonerating cause provided for in these Terms, to an order of a Governmental Authority or to an event of Force Majeure (clause 17). IBEX's indemnification obligations under clause 16.2 are included within the cap set forth in clause 15.3. The exception under subparagraph (e) requires that willful misconduct, fraud or gross negligence of the Party be proven with respect to the specific event invoked, and does not deprive the Liability Exemptions under clause 15.5 of effect in all other cases.
15.5. Liability Exemptions: IBEX and its Representatives shall not be liable for damages arising from: (i) the unavailability of the Internet, of a Supported Network, of a blockchain or of related technology beyond their direct control; (ii) Abuse, error or security failure attributable to the Client or its End Users; (iii) the irreversibility of Transactions on Supported Networks (clause 5.2), sending to an incorrect network or address (clause 5.2), network events such as forks, block reorganizations, attacks or network congestion, the acts, omissions, decisions or breaches of a Third-Party Provider (clause 9), or the freezing, retention, seizure or destruction of Digital Assets or funds ordered by a Governmental Authority, a Third-Party Provider or the issuer of a Stablecoin (clauses 3.3 and 11); or (iv) the use of or inability to use Digital Assets transacted through the Platform. Nor shall they be liable for the operating hours, operational outages, rejections, returns, reversals or unavailability of the payment systems, clearing houses or Banking Providers involved in a Banking Rail, or for temporary retentions of funds arising from a compliance review (clause 11.3).
15.6. Exclusion of indirect damages. In no event shall IBEX or its Representatives be liable for indirect, consequential, special, incidental or punitive damages, or for lost profits, loss of revenue, loss of business, goodwill or opportunity, reputational damage, loss or corruption of data, or for the loss or change in value of Digital Assets, even if they have been advised of the possibility thereof and regardless of the legal theory invoked. This exclusion does not apply to the Client's payment obligations, to the Client's indemnification obligations under clause 16.1, or to cases of willful misconduct.
16. Indemnification
16.1. Indemnification by the Client. The Client shall indemnify, defend and hold harmless IBEX, its Affiliates and its Representatives from and against any claim, action, lawsuit or proceeding brought by a third party —including End Users, Third-Party Providers, Custodians and Governmental Authorities— and from and against any losses, liabilities, damages, fines, penalties, and reasonable costs and expenses (including attorneys' and accountants' fees, and investigation costs to the extent permitted by law) arising therefrom, when caused by: (a) Abuse or the Client's breach of the restrictions on use set forth in clauses 6.2 and 8; (b) breach of its compliance, KYC/KYB or anti-money laundering and counter-terrorist and counter-proliferation financing obligations set forth in clause 7; (c) the Client's relationship with its End Users, including the accuracy of the balances it reports to them, the handling of their claims and compliance with the consumer protection and personal data regulations applicable to it; (d) the Client Data and the developments, configurations and integrations that it carries out or commissions from third parties; (e) the Client's infringement of intellectual property or other rights of third parties; and (f) the Instructions issued by means of its Credentials. This obligation is not subject to the limitation of liability set forth in clause 15.3.
16.2. Indemnification by IBEX. IBEX shall indemnify and defend the Client against third-party claims alleging that the use of the IBEXHub Platform in accordance with these Terms infringes a valid intellectual property right, provided that the Client notifies the claim without delay, grants IBEX sole control of the defense and settlement, and reasonably cooperates. IBEX may, at its option, obtain the right of use, modify or replace the affected functionality, or discontinue it and reimburse the pro rata portion of the Fees paid in advance. IBEX shall assume no obligation whatsoever when the claim arises from the Client Data, unauthorized modifications, combined use with elements not supplied by IBEX, or use of the Platform in breach of these Terms. This is IBEX's sole indemnification obligation and it is subject in its entirety to the limitation of liability set forth in clause 15.3.
16.3. Procedure. The Party receiving a claim covered by this clause shall notify the indemnifying Party thereof in writing without undue delay. The indemnifying Party shall have control of the defense and of any settlement, acting in good faith; it may not enter into any settlement that imposes obligations on the indemnified Party or that implies an admission of liability on its part without its prior written consent, which shall not be unreasonably withheld. The indemnified Party may participate in the defense with its own counsel and at its own expense, and shall take reasonable mitigation measures. A delay in notification shall release the indemnifying Party only to the extent that such delay has caused it actual prejudice.
17. Force Majeure
17.1. The Parties shall be excused from performing the obligations provided for herein, except payment obligations, when such performance is delayed or prevented by circumstances reasonably beyond their control (hereinafter referred to as "Force Majeure"), such as, but not limited to: riots, labor disputes, strikes, work stoppages, wars (whether declared or not), insurrections, rebellions, terrorist acts, civil disturbances; extraordinary natural phenomena; epidemics, pandemics and the health measures, quarantines or mobility restrictions ordered by a competent authority; widespread failures or unavailability of the electric power supply, telecommunications or the Internet; cyberattacks, denial-of-service attacks and failures of cloud infrastructure providers; events of a Supported Network, including forks, block reorganizations, attacks and network congestion; unavailability, suspension or cessation of a Third-Party Provider, a Banking Rail, a payment system or a clearing house; and acts, orders or regulatory changes of a Governmental Authority that restrict, suspend or prohibit the activity.
17.2. The Party wishing to invoke this Clause shall notify the other Party in writing of the circumstances constituting the Force Majeure event, the estimated period of suspension of activities and the anticipated degree or effect on its performance or non-performance. Such notice shall be delivered as soon as possible and, in no event, more than ten (10) business days after the occurrence of the Force Majeure event. Once such period has elapsed, the obligations of the Party invoking Force Majeure shall be excused only as from the delivery of the notice in question.
17.3. If the Force Majeure event continues for more than sixty (60) consecutive calendar days, either Party may terminate the contractual relationship by written notice to the other, without any liability whatsoever, and the Transfer Period provided for in clause 14.8 shall apply.
18. Governing Law and Dispute Resolution
18.1. Any controversy, dispute or claim arising out of this contract and any amendment thereto or relating to this contract, including in particular its formation, validity, binding effect, interpretation, execution, performance, termination or nullity, as well as non-contractual claims, shall be submitted to arbitration at law for final resolution in accordance with the Rules of the Mediation and Arbitration Center of the Chamber of Commerce and Industry of El Salvador in force at the time the dispute arises. The arbitral tribunal shall be composed of a sole arbitrator appointed by the Mediation and Arbitration Center of the Chamber of Commerce and Industry of El Salvador (hereinafter, the Center). For such appointment, the Center shall designate a sole arbitrator who has demonstrable knowledge and/or experience in the subject matter of the dispute and of this Contract. The seat of arbitration shall be San Salvador, El Salvador. The language to be used in the arbitral proceedings shall be Spanish. This contract shall be governed by the substantive law of El Salvador. The award shall be complied with in good faith and without any delay by the parties, and the Parties hereby waive the remedy of appeal to the extent such waiver is admissible under the Law on Mediation, Conciliation and Arbitration. The foregoing does not imply a waiver of the action for annulment or of any other remedy that Applicable Law declares non-waivable.
18.2. Notwithstanding the foregoing, either Party may resort to the competent courts of the Republic of El Salvador to request interim or precautionary measures, before or during the arbitral proceedings, without this implying a waiver of the arbitration agreement or submission to the ordinary jurisdiction with respect to the merits of the dispute. Likewise, IBEX's claims for the collection of overdue Fees not objected to pursuant to clause 10.2 may be brought directly before the competent courts through the appropriate procedure, and shall be excluded from the arbitration agreement.
19. General Provisions
19.1. Relationship between the Parties. The Parties are independent contractors. These Terms do not create any partnership, association, agency, mandate, representation or employment relationship. Neither Party may bind the other vis-à-vis third parties.
19.2. Notices. All notices shall be in writing and shall be deemed delivered on the day of their receipt or, in the case of email, on the business day following the day on which they were sent, unless the sender receives an automatic notice of non-delivery. The Parties agree to give notice to each other by email, to legal@poweredbyibex.io in the case of IBEX and to the email address registered by the Client during its onboarding process.
19.3. Severability. The nullity or unenforceability of a provision does not affect the remaining provisions, which shall remain in force, and the affected provision shall be construed in the manner that most closely approximates the original intention of the Parties to the extent permitted by law.
19.4. No waiver. Tolerance of, or delay in, the exercise of a right shall not constitute a waiver thereof or of its future exercise.
19.5. Entire agreement. These Terms constitute the entire understanding between the Parties regarding their subject matter and supersede any prior negotiation, proposal or agreement, whether oral or written, on the same subject matter. The Fee Schedule Annex, Annex B (Service Levels) and Annex C (Third-Party Providers) form an integral part of these Terms.
19.6. No third-party beneficiaries. Except for the Representatives, the Affiliates, the Custodians and the Third-Party Providers with respect to clauses 15 and 16, these Terms do not confer rights on third parties, including End Users.
19.7. Amendment of the Terms. (a) IBEX may amend these Terms and their Annexes by publishing the updated version on the IBEXHub Platform and notifying the Client pursuant to clause 19.2, at least thirty (30) calendar days prior to their entry into force. Each version shall bear a number and an indication of its effective date. (b) If the amendment substantially and adversely affects the Client's rights, the Client may object to it by written notice within fifteen (15) calendar days following the notice; in such case, it may terminate the contractual relationship without penalty pursuant to clause 14.3, with effect as of the date of entry into force of the amendment and retaining the Transfer Period. Continued use of the Services after the entry into force of the amendment constitutes acceptance thereof. (c) Notwithstanding the foregoing, amendments required by Applicable Law, by a Governmental Authority, by a Third-Party Provider or by a security risk shall enter into force immediately upon simple notice, without any right of objection and without giving rise to termination without penalty. (d) The Fees may be updated in accordance with the procedure set forth in subparagraph (a), with effect as from the following billing period.
19.8. Assignment and change of control. The Client may not assign or transfer these Terms, or the rights and obligations arising therefrom, in whole or in part, without the prior written authorization of IBEX. The Client shall notify IBEX at least thirty (30) calendar days in advance of any change in its effective control, in the ownership of more than twenty-five percent (25%) of its share capital or in its ultimate beneficial owners. Any change of control is subject to the approval of IBEX's Compliance Department pursuant to clause 7; failure to give timely notice, or non-approval, constitutes grounds for suspension pursuant to clause 11 and for immediate termination pursuant to clause 14.4. IBEX may assign these Terms, in whole or in part, to an Affiliate or in the context of a merger, spin-off, corporate reorganization or substantial transfer of assets, by simple notice to the Client.
ANNEX B. Service Level Agreement (SLA)
1. Service Level
i. Ibex shall provide the designated administrators with Client support from Monday to Friday from 08:00 a.m. to 17:00 hours (GMT-6 time zone).
ii. 24/7 support exclusively for critical or blocking incidents, as defined in section 2 of this SLA.
iii. Ibex guarantees a minimum Platform uptime of 99% per year. Ibex undertakes to send a monthly report to the Client regarding the status of the services and the improvements made.
iv. Uptime shall be deemed interrupted as from the notification by either Party to the other, through the electronic means agreed for such purpose, of the failure or damaging event.
v. The Client shall make maintenance windows available to Ibex in cases where they are required.
vi. Compliance with the uptime requirements shall not apply whenever downtime occurs as a result of the negligence of the designated administrators, the failure to duly report relevant events, or external incidents, such as downtime of external services or force majeure.
2. Incidents
Support times for technological incidents in production:
ANNEX C. Third-Party Providers
1. Incorporation of the Third-Party Provider Terms
a. The Terms and Conditions of each Third-Party Provider, as identified in Section 2 (the “Third-Party Terms”), are incorporated by reference into the Contract with respect to the respective functionality. The Client declares that it has had the opportunity to review them prior to requesting the activation of the corresponding functionality.
b. It is the Client's responsibility to consult the current version of the Third-Party Terms directly at the indicated link, given that such terms are administered, and may be unilaterally modified, by the respective Third-Party Provider, without the intervention of IBEX.
2. Third-Party Providers
a. For each functionality dependent on a Third-Party Provider, the corresponding provider and the link to its own Terms and Conditions are identified below:
i. SpherePay: Spherepay provide technology for Ramps Module: https://spherepay.co/es/terms
ii. Custodian / Provider: BitGo (BitGo Trust Company, Inc. / BitGo Bank & Trust, N.A. for Custodial Accounts; BitGo, Inc. for non-custodial Wallet Services). BitGo is additionally governed by the BitGo Terms of Usehttps://www.bitgo.com/terms
3. Update of the Annex
a. IBEX may update this Annex C to reflect the replacement, addition or discontinuation of a Third-Party Provider, or the modification of its Third-Party Terms, pursuant to the power provided for in Clause 9.5 of the Contract.
b. IBEX shall notify the Client of any update to this Annex C, unless the update arises from a decision of the Third-Party Provider itself (suspension, restriction or termination of its service) that prevents compliance with such period, in which case notice shall be given as soon as reasonably possible.
c. The current version of this Annex C shall be the version available on the Platform or the version that IBEX communicates to the Client in writing, and shall supersede all prior versions in their entirety.
4. Acceptance
The Client acknowledges that it has read and accepted the content of this Annex C, including the link to the Third-Party Terms referenced herein, as an integral part of the Contract.