Terms of Service

These Terms of Service ("Terms") are a legal agreement between you ("Merchant," "you") and Primera Business Group, an S corporation organized under the laws of the State of New York, with its principal address at 800 Third Avenue, Suite A, New York, NY 10022, USA ("Primera," "Company," "we," or "us"). Ulasend is a product brand of Primera Business Group.

These Terms govern your use of https://ulasend.com (or the domain we operate), the merchant dashboard, APIs, payment links, invoices, hosted checkout, and related tools (collectively, the "Services"). Your use is also subject to our Privacy Policy and AML / KYC / KYB Policy.

If you use the Services on behalf of an entity, you represent that you have authority to bind that entity, and "you" includes that entity.

We may update these Terms by posting a revised version with a new effective date. Continued use after publication constitutes acceptance. Check this page periodically.

Neither Primera nor its representatives provide advice or recommendations regarding the purchase or sale of any virtual asset, investment suitability, legal, tax, or accounting advice. We are not your broker, intermediary, agent, advisor, or fiduciary. You are responsible for your decisions, profits, losses, and tax consequences, and should rely on your own advisors.

We may alter, restrict, modify, or discontinue any part of the Services at any time without liability, and do not guarantee continuous availability.

• Customer — an individual or entity that owes you money under a transaction and intends to pay in a virtual asset.
• KYC / KYB — identity or business verification that may include document checks, liveness / face match, and AML screening, including via third-party providers.
• Virtual asset — a digital representation of value that can be transferred and stored electronically using distributed ledger or similar technology.
• Services — tools we make available to Merchants and Customers, including virtual-asset payment processing and related features, some of which may involve third parties.

Through Ulasend, Merchants may use tools such as:

• Payment processing in supported virtual assets;
• API invoice creation, payment links, and hosted checkout;
• Payment status tracking, webhooks, balances, and payout requests;
• Related features we enable in your account from time to time.

Supported assets, networks, confirmation rules, and processing modes (for example automated rails versus manual review) may change. Some functionality may be provided or facilitated by third parties.

Ulasend is a technology platform that helps you collect payments. We do not hold your private keys. We are not a bank, broker-dealer, or investment adviser. Unless we separately hold a required license, we do not represent that we are a licensed money transmitter in every jurisdiction.

You warrant and represent that you:

• Are at least 18 (or the age of majority in your jurisdiction) or are a registered business entity lawfully able to use the Services;
• Transact only with legally obtained funds that belong to you or your authorized business;
• Are not furthering, performing, or aiding unlawful activity through the Services;
• Will comply with these Terms and applicable law; and
• Acknowledge that Primera is not acting as your broker, intermediary, agent, advisor, or fiduciary.

Payment tools may include API payment creation, payment-link creation, and invoice creation. When a Customer opens a payment link or checkout, they see a deposit address and the currency/network for payment. Addresses may be generated for a specific transaction and are generally intended for single use. Reuse is at your and the Customer's own risk.

A payment request includes essential details such as amount and asset. Optional fields (for example order ID) may be included for your tracking. Network fees can change. Crediting after on-chain confirmation follows our confirmation and validation rules for that asset and rail. Manual-review rails may require human verification before credit.

Until the Services show a successful or equivalent finished status for a payment, any fulfillment you provide to your Customer is at your own risk. Wait for confirmation before releasing goods or services.

Minimum payment amounts may vary by asset and network conditions. Transactions below applicable minimums may not complete. Wrong-asset, wrong-network, underpayment, overpayment, expired-invoice, and unsupported-token situations may result in delay, non-credit, or permanent inability to recover funds through the Services. Any remedy you provide is governed by Section 8.

Blockchain transfers are irreversible once confirmed. We are not responsible for transfers you or your Customers send to incorrect addresses, incompatible networks, or without required memos/tags.

Customer misdirection. Without limiting the foregoing, Primera bears no responsibility or liability for any loss you incur because a Customer sends funds to a wrong, mistyped, altered, expired, or superseded address; to an address generated for a different invoice or payment request; on a different blockchain or network than instructed; or in a different asset than instructed. Each payment request displays the exact address, asset, network, and amount to use; any deviation by the sender is solely between you and your Customer, and you release Primera from all claims arising from such misdirected transfers.

Additional payments sent to a previously generated address after the original payment may be treated as linked to the original request or handled under our recovery processes. Generated addresses are designed for one-time deposits; repeated use is at your risk. We are not liable for misdirection or loss from repeated or mistaken deposits.

Unsupported assets deposited into systems we do not support may be unrecoverable. Recovery or extraction, where possible, may take extended time and may incur fees communicated before finalization.

Blockchain transfers are generally final and cannot be canceled, reversed, charged back, retrieved, or modified by Primera after confirmation.

The Services do not initiate, facilitate, approve, administer, transmit, or process refunds and do not provide a refund-to-sender function or refund destination. Primera does not decide whether a Customer is entitled to a refund, return, reimbursement, replacement, or other remedy.

Each Merchant must conspicuously disclose and honor its own lawful return and refund policy. Any remedy concerning a Merchant's goods or services is solely between the Merchant and Customer, subject to the Merchant's disclosed policy and applicable law. Nothing in these Terms limits any non-waivable consumer right.

If a Merchant voluntarily elects—or is legally required—to issue a refund, the Merchant must independently obtain and verify the Customer's destination address and send the funds from the Merchant's own wallet entirely outside the Services. The Merchant is solely responsible for the address, asset, network, amount, fees, records, and legal compliance. Primera does not verify, sign, broadcast, track, reconcile, or reimburse that transfer.

Fees paid to Primera for the Services are non-refundable except where non-waivable law expressly requires otherwise.

Ulasend charges the transaction rate disclosed in your dashboard, our pricing materials, or a separate written agreement. Standard pricing currently starts at 0.5% per transaction. This service fee is separate from, and in addition to, any blockchain network costs described below.

Network (gas) costs and spread.Transactions on blockchain networks incur network fees (commonly called "gas"), which are set by the network and not by us, and can fluctuate. You are responsible for these network costs, including any spread applied to cover gas and on-chain execution. These costs are charged separately from — and are not included in — our service fee, and may be reflected in the amounts credited or settled to you for each flow.

Remuneration rates, if any, are disclosed in your dashboard, pricing materials, or a separate agreement. Network/miner fees and any conversion costs are borne as disclosed for each flow. Fees paid for the Services are non-refundable except where applicable non-waivable law requires otherwise (see Section 8).

We may change fees or payment procedures. If you disagree, stop using the Services. Price and rate information can be volatile and change quickly. The Services are available only for assets and networks we (or our providers) support at the time.

To use the Services as a Merchant you must register an account and provide accurate information. You are responsible for passwords, API keys, webhook secrets, and all activity under your account. Do not share account access or API keys. Notify us immediately of unauthorized use. We are not liable for losses from unauthorized access resulting from your failure to secure credentials.

We strongly recommend enabling available security features (including two-factor authentication where offered). If you grant team or third-party access, you remain responsible for their actions.

During registration and at any time on request, you agree to provide information for due diligence, identity/business verification, and detection of money laundering, terrorist financing, fraud, or other financial crime, and permit us to retain such information under our AML / KYC / KYB Policy. Information you provide must not be false, inaccurate, or misleading.

• Comply with applicable laws, including AML/KYC/KYB, sanctions, tax, and consumer-protection rules;
• Provide accurate business, contact, and settlement/wallet information;
• Ensure the legality, quality, and safety of your goods and services, including any required licenses;
• Fulfill representations and warranties you make to Customers; we are not a party to your customer relationships;
• Conspicuously disclose and honor a lawful return and refund policy before accepting Customer payment, including all remedies required by applicable law;
• Obtain any Customer information or age/identity checks required for your sales; and
• Assume full responsibility when fulfilling orders on a partially-paid or unconfirmed status.

You may use the Services only for lawful purposes. Without limitation, you may not (and may not allow others to):

• Send or distribute unlawful, defamatory, harassing, fraudulent, obscene, or otherwise objectionable content;
• Distribute malware, or interfere with or reverse engineer the Services except as allowed by law;
• Infringe intellectual property or privacy/publicity rights;
• Operate unlawful businesses, including prostitution/escort services where unlawful; sale of counterfeit or stolen items; illegal import/ export; narcotics or illegal controlled substances and related equipment; pyramid or predatory high-risk investment schemes; or other activity we determine poses elevated legal or financial risk;
• Circumvent KYC/KYB, freezes, or geographic/sanctions controls;
• Use robots or scrapers to collect information for unauthorized purposes; or
• Use the Services to compete unfairly by copying proprietary elements or bringing bad-faith IP claims against us.

We may block, suspend, or terminate access without prior notice if we believe these Terms are violated.

You may not use the Services if you are located in, organized in, or acting for a jurisdiction or party subject to comprehensive sanctions, or if your use would violate U.S. or other applicable sanctions or export laws. We may restrict markets and use technical and compliance measures to prevent prohibited use. You must comply even if those measures can be bypassed.

It remains your responsibility to ensure your use is lawful in every jurisdiction that applies to you and your Customers.

Primera owns all right, title, and interest in the Website, software, branding, and materials used to provide the Services, protected by copyright, trademark, and other laws. Your use grants no ownership of content or code. You will not remove proprietary notices. We reserve all rights not expressly granted.

The Services may incorporate or link to third-party applications, wallets, RPC providers, hosting, identity vendors, or other providers. Third-party services are not controlled by us; you access them at your own risk under their terms and privacy policies. Do not share private keys or secrets with unverified parties. We may suspend or remove third-party integrations.

We and third-party providers are not liable for loss from incorrect, incomplete, or outdated wallet or payment details you submit.

These Terms apply from your first use or registration and continue until terminated. We may terminate or suspend your account for any reason, including breach or compliance risk, with immediate effect and without refund of amounts previously paid, except where required by law. Upon termination your right to use the Services ends. Provisions that by nature should survive will survive.

We may update KYC requirements at any time. Failure to complete required verification within the notified period may result in suspension or termination.

You agree to indemnify, defend, and hold harmless Primera Business Group and its officers, employees, agents, and partners from claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) your use of the Services; (b) your breach of these Terms; (c) your violation of law; (d) your goods, products, or services and Customer disputes; (e) your breach of representations; or (f) fraudulent activity through your account.

You are solely liable for the quality, safety, and legality of what you sell and for your Customers' activities in connection with your offerings.

Nothing excludes warranties or liabilities that cannot be excluded under applicable law. Otherwise, the Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or reliability.

We do not warrant that use will meet your requirements; be uninterrupted, timely, secure, or error-free; that usage data will be accurate; or that the Services are free of harmful components. We are not liable for third-party conduct. We are not liable for delay or failure from causes beyond reasonable control (including acts of God, war, terrorism, labor disputes, or infrastructure failures).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIMERA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, GOODWILL, DATA, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

Without limiting the foregoing, we are not liable for losses from: (a) wrong-asset, wrong-network, or repeated deposits; (b) a Merchant's separate refund decision or transfer outside the Services; (c) unauthorized access due to failure to follow recommended security measures; (d) premature fulfillment before confirmed payment status; or (e) payouts to incorrect addresses or missing memos/tags.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO PRIMERA FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100) IF YOU PAID NO FEES.

These Terms are governed by the laws of the State of New York, USA, without regard to conflict-of-law principles that would require another jurisdiction's law.

The parties shall first attempt in good faith to resolve any dispute amicably. Neither party shall commence court proceedings until thirty (30) calendar days after written notice of the dispute, except for temporary injunctive relief. Unresolved disputes shall be brought in the state or federal courts located in New York County, New York, and each party consents to that venue and jurisdiction.

By accepting these Terms you consent to our processing of personal data as described in our Privacy Policy, including transfers outside your jurisdiction where necessary to operate the Services.

You must determine personal-data laws applicable to each Customer and comply with them. Where required, you must obtain Customer consent or another lawful basis for collection and for sharing data with us to provide the Services. You are responsible to your Customers for their personal data and for informing them about transfers to Primera as required by law. If your violation of data-protection law causes us loss, you will indemnify us.

You are solely responsible for determining, reporting, and remitting taxes arising from your use of the Services and your sales. We do not provide tax advice and are not responsible for collecting or remitting your taxes. You indemnify us for claims arising from your failure to comply with tax laws.

• You consent to electronic communications, including via the Services and email.
• You may not assign these Terms without our prior written consent; we may assign to a successor or affiliate.
• We may use subcontractors to perform obligations.
• Nothing creates a joint venture, agency, or partnership.
• If any provision is invalid, the remainder remains in effect.
• Failure to enforce a provision is not a waiver.
• These Terms are the complete agreement regarding the subject matter and supersede prior discussions.

Notices and claims related to the Services may be sent to support@ulasend.com or by mail to Primera Business Group, 800 Third Avenue, Suite A, New York, NY 10022, USA.