Terms and Policies

Welcome to PagAmerican!

When a Buyer buys a product through our platform solution, the Buyer is buying it from Us, PagAmerican, because we act as the Merchant of Record. That means we handle the payment and transaction on behalf of the company that owns or/and created the product (the “Supplier”).

• When these Terms refer to a “Buyer,” the provisions apply only to Buyers.
• When these Terms refer to a “Supplier,” the provisions apply only to Suppliers.
• When these Terms refer to “You,” the term applies generically to all users of the Platform, including Buyers, Suppliers, or any other entities, unless the context clearly indicates otherwise.

When these Terms refer to “We,” “Us,” or “Our,” they mean PagAmerican LLC.

These Terms are composed of: (i) this General Section; (ii) the Discount Fee and Pricing Policies, (iii) the Supplier Terms; (iv) the Buyer Terms; and (v) the Prohibited Products, Advertising Policies and Uses, each of which forms an integral part of the overall agreement between you and PagAmerican LLC.

Whenever you create a Seller account, register a product, or use our sales tools, you agree to the Terms. If you disagree, please don't use any of this Site features. You explicitly acknowledge, consent to, and agree to be bound by all of these Terms, to the maximum extent permitted by applicable law.

PagAmerican acts as the Merchant of Record for transactions on our checkout (“Service”). Practically, that means when a Buyer completes an order, We purchase the product from the Supplier and take title (“Supplier Order”), then We resell it to the Buyer under our terms and conditions (“Transaction”).

What We do as a MoR

• Run checkout and process payments.
• Act as a non-exclusive reseller of the listed products across supported territories.
• Connect the Buyer to delivery/access and provide order support.
• Handle transaction taxes and related tax forms for sales We process;
• Manage returns, refunds, chargebacks, and product-related complaints in accordance with our policies.
• While Suppliers remain responsible for the quality, safety, and compliance of their Products, PagAmerican handles the operational process of receiving, reviewing, and resolving such issues with Buyers, including processing adjustments to payments where applicable.

Transfer of title

• Title to the Products passes from the Supplier to PagAmerican when the Buyer completes an order on our Site.
• Title then passes from PagAmerican to the Buyer when the Product becomes available to the Buyer in the Buyer's country of residence (“Transaction”).
• Risk of loss or damage to the Product transfers concurrently with title: (i) from Supplier to PagAmerican at the time PagAmerican acquires title, and (ii) from PagAmerican to the Buyer at the time the Buyer acquires title.
• Suppliers must promptly complete, sign, and submit any forms required for tax, customs, regulatory, or inspection purposes that PagAmerican reasonably requests to ensure the transfer of title in any jurisdiction.
• Until title and risk of loss have transferred, the retaining party remains responsible for the Product

Discount and Pricing Reference

• Calculation of Supplier Payments. For each Transaction, PagAmerican shall pay the Supplier the amount paid by the Buyer for the Product, less: (i) any Sales Tax due or incurred; (ii) the PagAmerican Discount; and (iii) any other charges payable by the Supplier pursuant to this Agreement, such amount being the “Supplier Payment.”
• PagAmerican Discount. The PagAmerican Discount shall be calculated as set forth in the Fee Schedule available at [link to be provided] (the “Fee Schedule”). The applicable version of the Fee Schedule shall be the one in effect on the date of the Buyer's purchase. By offering Products through PagAmerican, the Supplier acknowledges, consents, and agrees to the Fee Schedule as so amended from time to time.
• Charges for Additional Services. Charges for additional services, if any, shall be added to and form part of the PagAmerican Discount, as further described in the Discount Schedule.
• Pricing Authority. As Merchant of Record, PagAmerican reserves the right to set the final price or license fee at which the Product is offered for sale to Buyers, provided that Supplier shall receive Supplier Payments calculated in accordance with this Section.

Changing prices and products availability

Prices and product availability may change at any time. Some products may have limited quantities, and availability is not guaranteed. We may stop offering a product at any time. The price that applies is the one shown at checkout when the transaction is made.

Taxes and duties

We calculate, collect, and pay the transaction taxes required by law. If a tax is imposed directly on you (for example, import duties), you are responsible for paying it. All users must give us the information We need to calculate taxes correctly.

Errors

If there is a pricing, stock, or typographical error, We may cancel the transaction without liability.

To complete a Transaction, the Buyer must provide valid and accurate payment details. By doing so, you confirm you are authorized to use the chosen payment method. Payments must be approved by your payment provider and by PagAmerican.

Non-Refundable and Non-Transferable Payments

Payments are final and non-transferable unless these Terms say otherwise.

When We may cancel a payment

We may cancel or block a payment, or prevent you from making new ones, if:

• you break the law, card network rules, or these Terms;
• your payment method is declined;
• We suspect fraud or unlawful activity;
• your payments show high dispute or reversal rates; or
• you refuse to provide information We reasonably request.

PagAmerican rights

We are not required to monitor activity on the Services, but we may do so to operate the platform, enforce these Terms, or comply with the law. We may remove or block access to content at any time if we consider it unlawful, harmful, or against these Terms. We may investigate violations and work with law enforcement when needed.

User responsibility

You are solely responsible for your interactions with other users. PagAmerican is not responsible for disputes between users.

We provide the services and products “as is” and “as available.” We do not give implied warranties (merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement) or guarantee that access will be uninterrupted, secure, error-free, or accurate. If a Supplier offers a product warranty, that warranty is from the Supplier to You.

To the extent permitted by law, neither PagAmerican nor its Service providers involved in the creation or delivery of the Services will be liable for any incidental, special, exemplary, or consequential damages (for example, lost profits, revenue, savings, data, goodwill, business opportunity, or the cost of substitute products/services), based on any legal theory. Previous information about the possibly of damages also does not impact, whatsoever, PagAmerican's liability, even if a limited remedy set forth herein is found to have failed its essential purpose.

Our total liability to You is capped at the greater of the amounts you paid or are payable to us for the services in the 12 months before the event giving rise to the claim, or USD $100 if you had no payment obligations.

We aren't responsible for third-party websites or resources You access through links; You use them at your own risk.

Who owns what

• The platform, its software, design, and branding are owned by us and/or our affiliates. You do not get any ownership rights by using the services.
• The product You buy (and any related content) was originally owned or licensed by the Supplier. Your rights to use any included software or digital content come from the Supplier's terms for that product.

What you can't do

• Don't copy, scrape, mirror, frame, reverse-engineer, or bypass security on the site or services.
• Don't use our marks or content without permission.
• Don't use or distribute others' copyrighted or proprietary content unless you have the legal right to do so.

How we enforce

We may investigate suspected violations, remove or disable access to content, and cooperate with authorities where required by law.

Reporting infringement (copyright/DMCA-style notices)

If You believe material available through our services infringes your copyright, send us a notice asking to remove or block it. Your notice should include: (a) details of the copyrighted work; (b) enough information to locate the allegedly infringing material (e.g., URL or file name); (c) your contact information; (d) a good-faith statement that the use is not authorized; (e) a statement under penalty of perjury that your notice is accurate and You are authorized to act; and (f) your signature.

Feedback

We welcome ideas and suggestions about our products and services (“Feedback”). By submitting Feedback, You agree that:

• PagAmerican may use, copy, modify, publish, distribute, and create derivative works from the Feedback worldwide, forever, royalty-free, and without compensation or notice to You, and may sublicense these rights. You also represent that you have the necessary rights to grant this license.
• Feedback is non-confidential; don't include information You lack the right to share.
• We may already be working on similar ideas, and we have no obligation to use, attribute, or respond to your Feedback.

By using the Services, You consent to PagAmerican's processing of your personal data as described in the Privacy Policy. For more information, please review our Privacy Policy, which governs how we process personal data collected in connection with your use of the Services.

We may change these terms at any time. The latest version will be posted on our site, and your continued use after a change means You accept the new terms. We may also change or discontinue any part of the services at any time.

Notices about changes

We may notify You by email or by posting on the site. Email notices are effective when sent; posted notices are effective when posted. Please keep your email address current.

Mandatory individual arbitration

Any dispute or claim arising out of or relating to these Terms or your use of the services will be resolved only by binding, individual arbitration. You and we waive the right to a jury trial or to participate in a class action. The Federal Arbitration Act governs enforcement of this arbitration agreement.

Exceptions

Either party may (i) bring a qualifying claim in small-claims court, and (ii) seek injunctive or other equitable relief in court to prevent or stop infringement or misuse of intellectual-property rights.

Arbitration rules and process

The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this section. The AAA rules are available at www.adr.org.

Hearings will take place in the county (or parish) where You live unless we both agree otherwise. The arbitrator has exclusive authority to decide issues about the interpretation, applicability, enforceability, and scope of this arbitration agreement.

When arbitration is applicable (see exceptions), the arbitrator may issue injunctions or declaratory orders only for the individual party in the case, and only to the extent needed to resolve that party's own claim. The arbitrator cannot award class-wide or public injunctions. If a form of public injunctive relief is sought or available, a court (not the arbitrator) will decide whether it's warranted and how far it goes, and any court case about that public relief will be paused until the individual arbitration is finished.

Costs and fees

Filing, administration, and arbitrator fees are managed under the AAA Rules. We won't seek to recover the administration and arbitrator fees we're responsible for unless the arbitrator finds your dispute frivolous. If we prevail, we pay our own attorneys' fees and costs and won't seek to recover them from you; if you prevail, you may recover attorneys' fees and expenses to the extent provided by law.

Class action waiver

Claims must be brought only in your or our individual capacity-not as a plaintiff or class member in any class, representative, or consolidated proceeding. The arbitrator may not consolidate others' claims with yours. If this class-action waiver is found unenforceable, this entire Dispute Resolution section is null and void.

Each Supplier Order is governed by the laws expressly set forth in the Supplier Terms.

Each Transaction with a Buyer is governed by the laws expressly set forth in the Buyer Terms.

Accordingly, the applicable law may differ depending on whether you act as a Supplier or as a Buyer, and the specific provisions of the relevant section shall prevail.

Assignment and transfer

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer these Terms at any time.

These Terms shall bind and inure to the benefit of the parties, their successors and allowed assignees.

Waivers

Waivers may only be given in writing and signed by a dully representative of PagAmerican. Failure to enforce any disposition of these Terms doesn't constitute a waiver of future enforcement of that right or provision.

Severability

If any provision of these Terms is declared illegal, invalid, or unenforceable by an arbitrator or court of law, that provision will be enforced to the maximum extent permissible by law. Regardless, the other provisions of this Terms will remain in full force and effect.

These Terms start as soon as You accept them, create an account, download, or begin using the Services. They automatically end if you do not follow them or if you stop using the Services.

We may also suspend or end your access to the Services, or cancel orders, at any time and without notice if we believe it is necessary-for example, to address non-compliance, misuse, or risk. When these Terms end, your right to use the Services stops immediately.

Even after termination, some parts of these Terms remain in effect. These include sections on feedback, payments owed, intellectual property, disclaimers, limits on liability, indemnification, governing law and disputes, assignment, waiver, severability, and any other provisions that by their nature should continue.

If you have questions about these Terms or the Services, you can reach PagAmerican in our Contact Us page.

• Supplier must provide accurate and complete business and/or personal information when creating an account and must keep such information updated at all times.
• If Supplier is acting on behalf of a company or other legal entity, Supplier represents and warrants that it has the authority to bind that entity.
• Supplier is responsible for maintaining the confidentiality of its credentials and all activities under its account.

• Supplier will be able to set up and register individual Products for sale. By creating an account, Supplier warrants that the information provided is truthful and accurate and that it is not misrepresenting any identity.
• PagAmerican will review Supplier information and may, in its sole discretion, determine whether to allow Supplier to access the Services.
• At any time, PagAmerican may, in its own discretion, for any or no reason, with or without notice to Supplier and without liability for contractual penalties or claims, delete or remove Products.
• Supplier is responsible for maintaining the confidentiality of any credentials used to access its account and agrees not to share its password or username, nor transfer its access to any third party.
• Supplier is fully responsible for all transactions conducted under its account. Supplier agrees that PagAmerican is not liable, and Supplier will hold PagAmerican harmless, for any loss or damage arising from Supplier's failure to comply with these obligations.
• Supplier must immediately notify PagAmerican of any unauthorized use of its credentials or any other breach of security related to its account.
• PagAmerican serves as the Merchant of Record for all transactions, acquiring ownership of the Supplier's Products when a Buyer completes an order on PagAmerican's website.
• Supplier must promptly complete, sign, and submit any forms related to tax, customs, regulatory, or inspection purposes that PagAmerican requires to ensure the transfer of title to the Products in any jurisdiction. Failure to comply may result in withholding of Supplier Payments until compliance is achieved or termination of Services.

• As set forth in the General Terms, title to Products passes from Supplier to PagAmerican when a Buyer completes an order on our Site.
• At the same time, risk of loss or damage to the Products transfers from Supplier to PagAmerican. Supplier bears all risks in the Products until such transfer is complete.
• Supplier must promptly complete, sign, and submit any forms required for tax, customs, regulatory, or inspection purposes that PagAmerican reasonably requests. Failure to comply may result in withholding of Supplier Payments until compliance is achieved or termination of Services.
• Title and risk of loss then pass from PagAmerican to the Buyer in accordance with the General Terms.

• Subject to applicable law, all Product prices are subject to change without notice. PagAmerican may change the prices and available Products at any time, and may discontinue any Product at any time.
• The price charged for a Product will be the price in effect at the time the order is placed, as shown at checkout and confirmed in the order confirmation email. Price increases apply only to future orders.
• All applicable taxes, shipping, and handling charges are not included in the displayed price and will be added to the Buyer's total price. PagAmerican is responsible for calculating, collecting, and remitting applicable transaction taxes, except for those imposed directly on the Buyer (such as import duties).
• Supplier shall provide all information and documentation necessary to ensure the accurate calculation and remittance of applicable taxes.
• PagAmerican is not responsible for typographical or pricing errors and may cancel orders arising from such errors.
• Payment terms are within PagAmerican's sole discretion. Supplier shall specify a non-binding price recommendation for each Product. Once a Buyer completes an order, PagAmerican will pay Supplier the purchase amount less applicable taxes and the PagAmerican Discount, as defined in the General Terms and Fee Schedule.
• Supplier Payments shall be issued through the method specified in Supplier's account, within 180 days of the Buyer's purchase date, unless otherwise provided in the General Terms or Fee Schedule.
• PagAmerican may extend the period for issuing Supplier Payments up to 365 days to account for refunds, chargebacks, or returns. PagAmerican may withhold a percentage of Supplier Payments to cover potential liabilities.
• If a Buyer requests a refund, return, or chargeback, PagAmerican may deduct the corresponding amount (including transaction and chargeback fees) from Supplier Payments.
• PagAmerican may withhold Supplier Payments, in whole or in part, if it determines that Supplier has violated these Terms or applicable law, if Products are defective, or if Supplier provides insufficient support or access to Products.

• Supplier must comply with all advertising and marketing laws, including, without limitation, the Federal Trade Commission Act, CAN-SPAM Act, Telephone Consumer Protection Act, Proposition 65, and any similar applicable regulations.
• Supplier must also strictly adhere to PagAmerican's Advertising and Goods Policy, as updated from time to time.
• Supplier is prohibited from using deceptive, unlawful, or AI-generated content simulating real persons without documented consent and clear disclosure.
• Any violation of this Section or of the Advertising and Goods Policy shall constitute a material breach of these Terms and may, at PagAmerican's sole discretion, result in immediate suspension or permanent shutdown of the Supplier's account. In addition, PagAmerican may withhold Supplier Payments and pursue all remedies and indemnifications available at law or in equity, whether present, future, contingent, or otherwise, including damages, injunctive relief, specific performance, and reimbursement of costs and expenses.

• The calculation of Supplier Payments is governed by the General Terms and the Fee Schedule available at [link to be provided].
• Supplier acknowledges and agrees that the Fee Schedule in effect on the date of a Buyer's purchase applies, and consents that PagAmerican may amend the Fee Schedule from time to time with future effect.
• Supplier remains responsible for providing accurate information to enable the calculation, collection, and remittance of applicable taxes.
• PagAmerican reserves the right to withhold Supplier Payments in cases of violations, chargebacks, refunds, or compliance issues, in accordance with the General Terms.

• Each Supplier Order is governed by the laws set forth in these Supplier Terms and the General Terms.
• Supplier acknowledges that Buyer Transactions may be subject to different governing law as set forth in the Buyer Terms, but Supplier's obligations under these Supplier Terms remain enforceable.
• These Supplier Terms and any Supplier Orders shall be governed by and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods (CISG) with respect to all matters, directly or indirectly, arising from or relating to the international sale of goods, regardless of any conflict-of-laws principles or regulations. All other matters not covered by the CISG shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Supplier agrees to defend, indemnify, and hold harmless PagAmerican, its affiliates, and their respective officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (i) Supplier's Products;
• (ii) Supplier's breach of these Terms or applicable law; or
• (iii) infringement or misappropriation of third-party intellectual property rights.

• Assignment, waiver, severability, and survival are governed by the General Terms.
• Supplier may not subcontract or delegate performance of obligations without PagAmerican's prior written consent.
• Any waiver by PagAmerican must be specific, in writing, and signed by a duly authorized representative.
• Obligations relating to taxes, indemnification, intellectual property, advertising compliance, and cooperation with PagAmerican in handling Buyer complaints shall survive termination.