GLOBAL OPERATING AGREEMENT FOR SUPPLIERS AND AFFILIATES
INITIAL CONSIDERATIONS
This Agreement sets forth the general terms and conditions governing the use of the Mundpay Platform by Suppliers or Affiliates (also referred to as “Users”) who intend to market, distribute, or promote Digital Products. This is a legally binding operating agreement entered into electronically, which subjects the User to Mundpay’s internal policies and all supplementary guidelines, which are automatically incorporated herein by reference. By accepting this Agreement, the User fully and irrevocably agrees to all provisions described herein, as the mere use of the Platform constitutes express acknowledgment of agreement with all rules applicable to the Mundpay ecosystem.
The specific Mundpay group entity contracted by the User for Platform access and transaction processing may vary depending on the nature of the operation, the country or countries of residence of the User(s), the applicable jurisdiction, and the currency in which the transaction is conducted. For purposes of regulatory and contractual transparency, Mundpay maintains headquarters, branches, and/or representatives in the following jurisdictions:
United States
Mundpay, LLC, registered under EIN No. 36-5099929, with principal offices at 169 Madison Avenue, New York, NY 10016, USA;
Mundpay USA LLC, registered under EIN No. 32-0819366, located at 1160 Heron Sound Dr, Suite 50, Apopka, FL 32703, USA.
Europe
MundP Tech OÜ, registered under No. 7270502, with address at Harju maakond, Tallinn, Lasnamäe linnaosa, Ruunaoja tn 3, 11415.
Mundpay acts as Merchant of Record (MoR), assuming responsibility for all aspects of the commercialization of the products and services as well as the relationship with payment acquirers and processors, card networks, payment providers, and partner institutions, without assuming any responsibility for the conception, quality, delivery, outcome, or support of the products and services marketed. The Supplier shall remain exclusively responsible for the legality, ownership, compliance, accuracy, and integrity of all content, products, and services offered, in accordance with all applicable laws and regulations in every jurisdiction in which it operates or makes deliveries. The Affiliate, in turn, shall be solely responsible for the manner in which the products are promoted and shall comply with all applicable advertising, consumer protection, and data protection laws relevant to its activities and distribution channels.
If the same party performs the roles of both Supplier and Affiliate, all obligations associated with each role shall apply independently and cumulatively, without limitation, restriction, or waiver.
By accepting this Agreement, the User commits to rigorously complying with the standards, obligations, and restrictions established by Mundpay, acknowledging that violations, excessive chargeback rates (above 1%), or deceptive marketing practices may result in immediate account suspension, balance holds for contingency reserve purposes (for up to 120 days), or the pursuit of applicable legal remedies.
This Agreement incorporates by reference all current policies, rules, notices, terms, and internal documents of Mundpay, including but not limited to the Privacy Policy, Advertising Policy, AML/KYC Policy, Intellectual Property Policy, Chargeback Policy, General Terms of Use, Affiliate Compensation Rules, and any subsequent updates.
Mundpay may modify this Agreement at any time. Continued use of the Platform constitutes the User’s express and final acceptance of any new versions.
The tolerance by either Party of any breach of any provision of this Agreement shall not constitute a waiver of the right to demand compliance with any obligation set forth herein at any time.
This Agreement does not establish any partnership, joint venture, agency, franchise, or employment relationship between Mundpay and the Supplier or its Affiliates. The Parties are independent contractors.
If any provision of this Agreement is declared null or unenforceable by a competent authority, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
CLAUSE I – SUBJECT MATTER AND SCOPE OF SERVICES
I.I The subject matter of this Agreement is the provision by Mundpay of distribution services and technological infrastructure enabling the Supplier to market Digital Products and the Affiliate to promote such products through their own channels in the markets Mundpay operates.
I.II The Platform offers advanced checkout mechanisms, intelligent payment routing systems, anti-fraud tools, compliance and audit systems, log trails, financial control dashboards, reconciliation modules, and identity validation mechanisms, operating in compliance with the requirements of international card networks and acquirers.
I.III Mundpay may immediately and unilaterally suspend, restrict, or terminate any listing that violates its internal guidelines, particularly when there is evidence of regulatory, financial, legal, or reputational risk.
CLAUSE II – REGISTRATION AND VIRTUAL ACCOUNT
II.I Registration on the Platform requires the User to provide accurate, complete, and up-to-date information, including personal identification documents, proof of address, tax information, banking details, corporate formation documents (when applicable), and all additional information requested by Mundpay or its financial institution partners.
II.II Identity verification procedures comply with international standards for anti-money laundering (AML), counter-terrorism financing (CTF), and fraud prevention. Users acknowledge that such due diligence processes are mandatory and non-negotiable.
II.III Mundpay may request additional documentation, conduct interviews, require proof of intellectual property ownership, verify economic activity, analyze transaction patterns, cross-reference data against sanctions lists, consult credit bureaus, and conduct internal investigations whenever irregularities are identified.
II.IV Refusal, omission, or submission of false information may result in immediate account blocking, suspension of operations, balance holds, and potential unilateral termination of the contractual relationship.
II.V Mundpay reserves the right to evaluate the Supplier’s business model to verify compatibility with its internal policies. Account activation for transactions occurs within 72 (seventy-two) business hours following the complete submission of required information. Mundpay may, at its sole discretion, decline to register any User or Product.
II.VI The Supplier expressly authorizes the storage and sharing of their data with: (i) competent public authorities; (ii) strategic and banking partners necessary for the provision of Services; and (iii) the end Buyer, as required by applicable law.
II.VII Login credentials are personal and non-transferable. The Supplier is solely responsible for maintaining the confidentiality of their access credentials and for all activities conducted through their account. Mundpay shall not be liable for losses resulting from sharing access credentials with third parties.
II.VIII Any changes to registration or banking information will be subject to a new security validation process before taking effect.
II.IX In the event of the death of the User (individual) or the responsible administrator (legal entity), Mundpay must be notified immediately. The account will be frozen for withdrawals until legal documentation (probate or court order) is presented authorizing the release of funds to heirs or legal successors.
CLAUSE III – OBLIGATIONS OF THE SUPPLIER
III.I The Supplier agrees to operate with full responsibility, ethics, and transparency, ensuring that all products and services offered are lawful, original, suitable, and compliant with applicable law.
III.II The Supplier is responsible for ensuring ownership of copyrights, trademarks, licenses, domain rights over all content used, and all authorizations required for the use of materials protected by third-party intellectual property rights.
III.III The Supplier must provide adequate consumer support, meet delivery timelines, ensure immediate or scheduled delivery of digital content, and maintain access records, system logs, consumption evidence, documentary proof, and other elements necessary to defend against financial disputes.
III.IV In the event of complaints or disputes, Mundpay may request such documentation and the Supplier agrees to provide it without delay, acknowledging that its absence may negatively affect the chargeback contestation process and result in financial holds.
III.V The Supplier acknowledges that high chargeback rates are detrimental to the ecosystem and that exceeding operational thresholds established by card networks may result in fines, additional reserves, suspensions, and penalties. Mundpay may impose a 100% reserve on recent sales, block withdrawals, suspend listings, restrict products, or terminate the account upon identifying a high risk of fraud, high volume of refunds, recurring disputes, or atypical behavior.
III.VI All penalties imposed by acquirers, card networks, or financial institutions shall be passed on in full to the Supplier.
III.VII Mundpay shall not be held liable, under any circumstance, for tax charges inherent to the Supplier’s business activities. The Supplier acknowledges sole and exclusive responsibility for complying with all tax obligations applicable to its jurisdiction of incorporation, residence, or operation. This includes, without limitation:
(i) United States Suppliers: compliance with all U.S. federal, state, and local tax obligations, including any required filings or tax documentation. The Supplier acknowledges that remittances from Mundpay do not constitute payroll payments and that Mundpay performs no employment-related withholding;
(ii) EU Suppliers: compliance with all applicable Estonian and EU tax laws, including income tax, corporate tax, and VAT obligations. Where VAT registration applies, the Supplier is solely responsible for issuing correct VAT invoices and applying any reverse-charge mechanisms as required;
(iii) All Suppliers: maintaining accurate books and records, cooperating with tax authority audits, and promptly notifying Mundpay of any changes in tax residency, VAT status, or tax identification information. Mundpay shall not, under any circumstance, be liable for the Supplier’s taxes, penalties, or interest.
III.VIII Where a Supplier also acts as an Affiliate (“Dual-Role User”), the following obligations apply cumulatively:
(i) Non-preferential promotion: The Dual-Role User must not exploit their Affiliate activities to give undue preference to their own products. Any conduct that artificially advantages their own listings constitutes a material breach;
(ii) Conflict disclosure: The Dual-Role User must clearly disclose their dual status in promotional materials in accordance with applicable transparency, advertising, and consumer-protection requirements;
(iii) Unified liability: Any chargeback, regulatory action, or consumer complaint arising from either product quality or promotional conduct constitutes a unified liability event. All indemnification obligations apply in full to both roles;
(iv) Tax segregation: Income earned in each role must be separately classified and reported by the Dual-Role User in accordance with applicable tax laws. Mundpay bears no responsibility for such classification;
(v) Right of separation: Mundpay may suspend, restrict, or terminate either role independently, based solely on its risk assessment. Termination of one role does not entitle the Dual-Role User to compensation concerning the other.
CLAUSE IV – OBLIGATIONS OF THE AFFILIATE
IV.I The Affiliate shall promote products honestly, transparently, and in full compliance with all advertising, consumer protection, and data protection laws applicable to every jurisdiction in which promotional activities occur. This includes, without limitation, compliance with: (i) applicable U.S. federal, state, and local laws and regulations governing advertising, endorsements, commercial communications, and consumer rights; (ii) applicable European Union and Estonian laws relating to unfair commercial practices, misleading advertising, data protection, and consumer protection; and (iii) any sector-specific advertising requirements relevant to the product category being promoted.
The Affiliate is solely responsible for monitoring, understanding, and complying with all applicable legal requirements and may not rely on Mundpay for legal, regulatory, or compliance guidance.
IV.II The Affiliate is prohibited from using false claims, unrealistic financial gain promises, deceptive simulations, fabricated testimonials, aggressive marketing, spam, invalid traffic, bots, cookie manipulation, or any strategy that may mislead consumers. Any endorsement or testimonial used by the Affiliate must comply with the FTC’s Endorsement Guides.
IV.III If Mundpay identifies, through its audit processes, inconsistent data, false documents, or signs of identity fraud, the Affiliate’s Virtual Account will be preventively suspended.
IV.III.I If the irregularities are not resolved within the timeframe set by the Platform, the registration will be permanently cancelled without entitlement to any compensation, and any balances will be held for purposes of civil or criminal investigation, depending on the severity of the conduct.
IV.IV The Affiliate acknowledges that their conduct directly impacts the Platform’s reputation and that unlawful practices may result in account blocking, commission holds, campaign suspension, product access removal, and liability for damages or fines imposed by acquirers.
IV.V The creation of fake profiles, unauthorized use of Mundpay’s brand, imitation of official websites, transmission of unauthorized communications, or violations of third-party rights constitute material breaches that authorize the immediate termination of this Agreement.
IV.VI The Affiliate is solely and exclusively responsible for the calculation, reporting, and payment of all applicable taxes on commissions received, in accordance with the tax laws of the jurisdiction in which the Affiliate is tax-resident or incorporated. This obligation includes, without limitation:
(i) For Affiliates tax-resident or incorporated in the United States: federal income tax under the Internal Revenue Code, self-employment tax where applicable, and all applicable state and local income taxes. Mundpay will issue a Form 1099-NEC to U.S.-based Affiliates who receive USD 2000 or more in commissions during a calendar year, in accordance with requirements of the Internal Revenue Service (IRS);
(ii) For Affiliates tax-resident or incorporated in the Estonia or otherwise subject to EU law: income tax obligations under the Estonian Income Tax Act, applicable VAT obligations under the Estonian VAT Act and EU VAT Directive 2006/112/EC, and any applicable EU-wide digital services or platform-economy reporting obligations, including DAC7 (Council Directive (EU) 2021/514), where Mundpay is required to report Affiliate payment data to tax authorities;
(iii) In all cases: the Affiliate must provide Mundpay with a valid and current tax identification number (U.S. Form W-9 or W-8 series, EU VAT number, or Estonian registration code, as applicable) before receiving any commission payment. Mundpay will not withhold taxes from commission payments unless required to do so by mandatory applicable law. Failure to provide valid tax documentation may result in mandatory withholding or suspension of payments at Mundpay’s discretion.
IV.VII The Affiliate acknowledges that if a sale is identified as fraudulent or in violation of the Platform’s advertising policies after commission payment, Mundpay may apply a compensatory debit to the Affiliate’s balance to recover the amounts improperly paid.
IV.VIII The Affiliate declares, under penalty of law, that they are not subject to any decree, administrative order, or governmental investigation (e.g., proceedings by the FTC, SEC, or state attorneys general) related to advertising fraud or deceptive marketing, and agrees to notify Mundpay immediately if such a situation arises.
IV.IX The use of the Affiliate Program as a cashback system, reward mechanism, or retroactive discount to buyers in exchange for purchases through the referral link is strictly prohibited. This practice constitutes manipulation of the sales ecosystem and will result in immediate contract termination and forfeiture of all commissions.
IV.X The Affiliate acknowledges and agrees that their compensation may be structured under two distinct models: (i) percentage-based remuneration, calculated on the value of transactions processed through their referral link; and (ii) fixed per-acquisition compensation (CPA), the payment of which is contingent upon the Producer/Supplier User responsible for the promoted product meeting a minimum sales threshold. The Affiliate shall only be entitled to receive fixed CPA compensation once the responsible Producer/Supplier User has accumulated a minimum balance of USD 1,000.00 (one thousand U.S. dollars) in sales of the respective product within their Platform account. Until such threshold is reached, CPA payment shall remain suspended, and no obligation to compensate, indemnify, or make any monetary adjustment shall arise on the part of Mundpay, which bears no responsibility for any waiting period resulting from the failure to reach the required minimum sales volume.
CLAUSE V – FINANCIAL MANAGEMENT, RESERVES, AND HOLDS
V.I All payment processing occurs exclusively through Mundpay's payments and banking partners, which may hold funds, apply reserves, and offset debits based on risk analysis. The contingency reserve is an essential financial protection instrument for the payments partners and may vary based on chargeback history, sales patterns, product category, transaction flow, refund rates, and the User’s general conduct.
V.II Mundpay's payments partners may adjust, increase, or reduce such reserves without prior notice, in accordance with operational changes or card network requirements.
V.III Mundpay's payment partners may automatically offset amounts owed by the User, including chargeback costs, fines, fees, penalties, refunded amounts, legal costs, audit expenses, and any losses associated with the activities of the Supplier or Affiliate.
V.IV Such offset may occur regardless of the nature of the operations and may cover different products and distinct periods, constituting an irrevocable authorization and an essential condition for continued use of the Platform.
V.V The initiation of chargebacks, early dispute alerts (such as Ethoca or Verifi), systemic consumer complaints, or identification of operational anomalies authorizes Mundpay's payment partners to fully hold all balances until all pending risks have been properly resolved.
V.VI The hold period may be extended as necessary to complete internal audits, defend against financial disputes, or cover potential losses.
V.VII Funds held in the Virtual Account shall not accrue interest, monetary adjustments, or any form of return, regardless of the duration of the hold.
V.VIII The Supplier acknowledges that Mundpay, in its capacity as MoR, will manage disputes arising from: (i) consumer right of withdrawal or dissatisfaction with digital content; (ii) failure to deliver access credentials or download links; (iii) duplicate charges or unrecognized charges by the cardholder; and (iv) unauthorized use of payment cards by third parties.
V.IX Mundpay may, at its sole discretion, proactively issue refunds on sales presenting a high risk of fraud in order to protect account health and avoid card network fines, debiting the corresponding amount from the Supplier.
V.X Mundpay will manage such disputes in its capacity as Merchant of Record, reserving the right to deduct not only the sale amount but also applicable operational fees and card network fines.
V.XI Based on internal risk criteria, the Platform may establish a “Security Reserve” on the Affiliate’s earnings, which may be maintained even after account closure to cover pending liabilities arising from fraud or disputes related to their promotional activities.
CLAUSE VI – PROHIBITED PRACTICES, IMPROPER USE, AND SANCTIONS
VI.I Any form of fraud, simulated transactions, self-funding, metrics manipulation, creation of parallel accounts, submission of false data, reverse engineering of the Platform, exploitation of vulnerabilities, commercialization of unlawful content, prohibited products, deceptive services, fraudulent financial schemes, content promising miraculous results, or any conduct that violates local or international law is expressly prohibited.
VI.II Mundpay is committed to respecting its clients, Users, and applicable law, and does not permit the offering or commercialization of products or content that violate such standards or its internal policies. In case of uncertainty as to whether a particular product or service is permitted, the illustrative list of prohibited items and restricted activities may be consulted at the Acceptable Use Policy (AUP).
VI.III The occurrence of any violation of the provisions set forth in the Terms of Use may result in immediate suspension of User access, balance freezes, indefinite holds, unilateral contract termination, notification of competent authorities, and the pursuit of administrative and judicial remedies whenever evidence of illegality or risk to the integrity of the ecosystem is identified. It is the User’s responsibility to remain aware of updates to Mundpay’s internal guidelines and to comply with the most current version at all times.
VI.IV The Supplier or Affiliate acknowledges that the use of SPAM, “get rich quick” promises, or any marketing strategy that violates Mundpay’s Advertising Policy is strictly prohibited. Violation of this provision authorizes Mundpay to suspend or terminate the User’s account, and the User shall be fully liable to indemnify the Platform for any fines, reputational damages, or judicial judgments resulting from such practices.
CLAUSE VII – MUNDPAY’S CONDITIONS AND RESPONSIBILITIES
VII.I By listing a Digital Product on the Mundpay Platform, the Supplier grants Mundpay authorization to intermediate, manage, and make the content available to Buyers in its capacity as Merchant of Record (MoR). This authorization includes the right to use the product’s brand and promotional materials solely to facilitate global sales, without the payment of additional royalties.
VII.II Upon termination, Mundpay will cease processing new sales but may maintain access and support for Buyers who have already purchased the product, ensuring service continuity during the warranty or content access period.
VII.III To the maximum extent permitted by applicable law, Mundpay, in its capacity as Merchant of Record, as well as its parent companies, affiliates, subsidiaries, officers, employees, representatives, commercial partners, financial institutions, acquirers, payment processors, technology providers, and any third parties involved in the creation, maintenance, provision, operation, or delivery of the Platform and Services, shall not be liable for any incidental, indirect, special, exemplary, punitive, or consequential damages of any nature, including without limitation damages arising from lost profits, loss of revenue, lost savings, lost business opportunities, loss of data, reputational harm, business interruption, system failures, service unavailability, software malfunction, or costs related to the procurement of substitute products, services, or solutions.
VII.IV Mundpay shall also not be liable for any damages related to the use, inability to use, performance, failure, suspension, interruption, delay, unavailability, operational restriction, or malfunction of the Services, regardless of the legal theory asserted, whether in contract, tort (including negligence), strict liability, product liability, regulatory, consumer protection, or otherwise; account breaches resulting from the Supplier’s negligence in safeguarding their access credentials; or integration issues with external tools (CRMs, membership platforms, etc.) provided by third parties. This limitation applies even if Mundpay has been advised of the possibility of such damages and even if any limited remedy provided herein fails of its essential purpose.
VII.V Subject to applicable law, Mundpay’s total cumulative liability arising out of or related to this Agreement, the Platform, the Services, the transactions, or the use or inability to use the Services shall in no event exceed the amount of administrative fees actually retained by Mundpay in connection with the transactions specifically associated with the event giving rise to the alleged liability.
VII.VI If the User has not conducted fee-generating transactions during the twelve (12) months preceding the event giving rise to the alleged liability, Mundpay’s maximum liability shall be one hundred U.S. dollars (US$ 100.00), whichever is less. This cap shall apply even in the event of multiple claims, events, or related causes.
VII.VII The User expressly acknowledges, agrees, and accepts that the exclusions, limitations, and restrictions of liability set forth in this clause are essential elements of the economic, commercial, and legal basis upon which Mundpay’s Services are offered. Without such limitations, Mundpay would be unable to provide the Platform, operate as Merchant of Record, facilitate international transactions, execute anti-fraud routines, or offer any part of the technological and financial infrastructure supporting the Digital Products ecosystem.
VII.VIII Accordingly, the User acknowledges that acceptance of these limitations is an indispensable condition for use of the Services and for the continuation of the contractual relationship with Mundpay.
VII.IX In its capacity as intermediary and MoR, Mundpay through its payments and banking partners will process refunds and chargebacks in accordance with applicable compliance rules. However, Mundpay shall not be liable for losses arising from false information provided by the Supplier regarding the Digital Product or from the poor quality of the delivered content.
VII.X Mundpay’s total liability to the Affiliate for any judicial or extrajudicial claim related to this Agreement shall be limited to the total service fees actually retained by Mundpay on commissions paid to the Affiliate during the three (3) months preceding the event giving rise to the alleged liability.
VII.XI Mundpay does not guarantee that all clicks and accesses via Affiliate links will result in commission payments, as attribution depends on factors outside the Platform’s control, such as the Buyer’s browser cookie settings, ad blockers, and the correct configuration of the link by the Affiliate.
VII.XII As Merchant of Record, Mundpay is responsible for determining, collecting, and remitting applicable consumption taxes (including Sales Tax, VAT, and GST) on end-customer transactions processed through the Platform, in accordance with the laws of the jurisdictions in which such taxes arise. This responsibility is strictly limited to taxes imposed on the end-customer transaction and does not extend to any income tax, corporate tax, withholding tax, or any other tax obligations of the Supplier or Affiliate.
Mundpay shall comply with applicable regimes in the United States, the European Union (EU), Estonia, and any other relevant jurisdictions governing consumption-tax collection, including registration, reporting, and remittance requirements. Mundpay is not responsible for taxes arising from the Supplier’s or Affiliate’s independent business activities or separate nexus positions.
VII.XIII Without prejudice to other obligations set forth in this Agreement and in its General Terms of Use, Mundpay commits to: (i) providing the technological infrastructure for commercializing Digital Products through secure connections and encryption protocols consistent with financial market standards; (ii) acting as a Merchant of Record, leveraging regulated payments and banking partners for processing domestic and international transactions in compliance with card network rules and applicable laws; (iii) maintaining technical support channels for the Supplier regarding Platform functionality; and (iv) remitting net balances due to the Supplier, subject to the holds, settlement timelines, and security reserves established in this Agreement.
CLAUSE VIII – INDEMNIFICATION AND USER LIABILITY
VIII.I The User, as Supplier or Affiliate, agrees to indemnify and hold harmless Mundpay for any losses, damages (direct or indirect), operational costs, reasonable attorneys’ fees, as well as administrative fines, acquirer or card network penalties, audits, judicial or extrajudicial litigation, consumer complaints, fraud, or violations of third-party rights caused by their action or omission, or by non-compliance with the obligations set forth herein.
VIII.II The indemnification obligation includes amounts related to chargebacks, card network fines, arbitration costs, investigation expenses, and reasonable attorneys’ fees. This obligation shall survive the closure of the account and remain fully enforceable until all pending liabilities are fully satisfied.
VIII.III All intellectual property rights related to Mundpay are its exclusive property, including but not limited to the Platform software, systems, source code, algorithms, databases, interfaces, layouts, design, visual identity, operational workflows, proprietary technologies, trademarks, trade names, establishment titles, domains, logos, content, institutional materials, and all other intangible assets, whether registered or not.
VIII.IV Access to and use of the Platform does not constitute any assignment, transfer, or permanent licensing of any rights, and is limited solely to the permissions strictly necessary for regular use of the Services.
VIII.V It is expressly prohibited to reproduce, modify, adapt, translate, distribute, publish, display, license, commercialize, economically exploit, reverse engineer, decompile, or otherwise misuse any of Mundpay’s intellectual property assets.
VIII.VI Any conduct by the Supplier that violates the provisions of this Agreement, Mundpay’s General Terms of Use, or Compliance Policies may result, at Mundpay’s sole discretion, in the following penalties: (i) Content Removal: Immediate removal of specific Digital Products that infringe Platform rights or rules; (ii) Access Suspension: Temporary blocking of account features for investigation, without prejudice to balance holds; (iii) Permanent Deactivation (Ban): Definitive cancellation of the Supplier’s registration on the Mundpay Platform; (iv) Balance Hold: Full freeze of the Virtual Account balance for up to 120 (one hundred twenty) days to cover losses, card network operational fines, and Buyer reimbursements; (v) Balance Forfeiture as Liquidated Damages: In cases of confirmed fraud, simulated transactions, or money laundering, funds may be permanently withheld as compensatory damages, without prejudice to civil and criminal legal action.
VIII.VII If a product is removed for violation, Mundpay will immediately cease new sales. Any amounts already generated by such content will be held until the absence of chargeback risk or damage to third parties is established.
CLAUSE IX – ACCOUNT CLOSURE, BLOCKING, AND FINAL HOLDS
IX.I Mundpay may unilaterally close a User’s account upon identifying elevated risk, irregular practices, excessive chargebacks, deceptive advertising, violations of internal policies, documentary discrepancies, or any conduct that compromises the financial security and reputational integrity of the ecosystem.
IX.II Following closure, all balances will remain held for the period necessary to cover ongoing disputes, settle financial risks, and complete internal audits. This period may extend beyond 120 days whenever the nature of the risk so requires.
IX.III Applicable penalties for misuse of the Mundpay Platform, violation of these Terms of Use, related Policies, applicable law, or assumed contractual obligations include suspension, blocking, and deletion of the User’s account and/or associated products. Such measures may be adopted preventively or definitively, individually or cumulatively, at Mundpay’s sole discretion, whenever conduct representing operational, financial, regulatory, reputational, or legal risk to the Platform, its users, or third parties is identified. Where appropriate, the User will be afforded an opportunity to respond and remediate.
IX.IV If the account is deactivated due to a contractual violation, all active listings and checkout links will be automatically cancelled, and the User will forfeit any right to bonuses or compensation.
CLAUSE X – FEES, CHARGES, AND TAXES
X.I Mundpay reserves the right to issue proactive refunds directly to Buyers, at its sole discretion, whenever it identifies an imminent risk of harm to account health or the need to maintain the chargeback rate below the prudential threshold of 1% (one percent).
X.I.I The full amount of any refunds issued, plus applicable fraud alert service fees (including but not limited to Ethoca/Mastercard alerts at USD $15.00 per occurrence), will be automatically debited from the Supplier’s Virtual Account without prior consent.
X.II For software licensing, payment intermediation, and risk management services, Mundpay will retain fees and charges on the gross value of approved transactions.
X.III Processing fees and fixed charges are established at the time of registration and may vary based on transaction volume and the Supplier’s risk profile.
X.III.I The Supplier will bear a fixed fee of USD $15.00 (fifteen U.S. dollars) per fraud alert received, to cover the operational costs of the security bureaus.
X.IV The Supplier irrevocably authorizes the automatic deduction of all fees, affiliate commissions, and third-party charges prior to the release of net balances to their Virtual Account.
X.V Mundpay may modify its fee schedule upon 30 (thirty) days’ prior written notice. Continued use of the Platform after this period constitutes acceptance of the new terms.
CLAUSE XI – GOVERNING LAW, JURISDICTION, AND ARBITRATION
XI.I This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be New York, New York. The User expressly waives any right to a jury trial.
XI.I.I Notwithstanding the foregoing, either Party may seek provisional injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
XI.II For Users domiciled exclusively in Brazil, Brazilian law shall apply to disputes arising exclusively from Brazilian operations, and the courts of the City of Rio de Janeiro, State of Rio de Janeiro, Brazil shall have exclusive jurisdiction, without prejudice to Mundpay’s right to seek provisional or emergency relief in any jurisdiction as necessary to protect its interests.
CLAUSE XII – NOTICES
XII.I All official communications between Mundpay and the User shall be made exclusively through the Platform’s internal channels, the administrative dashboard, or the institutional email address designated by the company. Communications sent through other means shall not be considered valid unless expressly acknowledged by Mundpay.
IN WITNESS WHEREOF, the Parties have electronically agreed to this Agreement as of the date of acceptance on the Platform.
GLOBAL OPERATING AGREEMENT FOR SUPPLIERS AND AFFILIATES
INITIAL CONSIDERATIONS
This Agreement sets forth the general terms and conditions governing the use of the Mundpay Platform by Suppliers or Affiliates (also referred to as “Users”) who intend to market, distribute, or promote Digital Products. This is a legally binding operating agreement entered into electronically, which subjects the User to Mundpay’s internal policies and all supplementary guidelines, which are automatically incorporated herein by reference. By accepting this Agreement, the User fully and irrevocably agrees to all provisions described herein, as the mere use of the Platform constitutes express acknowledgment of agreement with all rules applicable to the Mundpay ecosystem.
The specific Mundpay group entity contracted by the User for Platform access and transaction processing may vary depending on the nature of the operation, the country or countries of residence of the User(s), the applicable jurisdiction, and the currency in which the transaction is conducted. For purposes of regulatory and contractual transparency, Mundpay maintains headquarters, branches, and/or representatives in the following jurisdictions:
United States
Mundpay, LLC, registered under EIN No. 36-5099929, with principal offices at 169 Madison Avenue, New York, NY 10016, USA;
Mundpay USA LLC, registered under EIN No. 32-0819366, located at 1160 Heron Sound Dr, Suite 50, Apopka, FL 32703, USA.
Europe
MundP Tech OÜ, registered under No. 7270502, with address at Harju maakond, Tallinn, Lasnamäe linnaosa, Ruunaoja tn 3, 11415.
Mundpay acts as Merchant of Record (MoR), assuming responsibility for all aspects of the commercialization of the products and services as well as the relationship with payment acquirers and processors, card networks, payment providers, and partner institutions, without assuming any responsibility for the conception, quality, delivery, outcome, or support of the products and services marketed. The Supplier shall remain exclusively responsible for the legality, ownership, compliance, accuracy, and integrity of all content, products, and services offered, in accordance with all applicable laws and regulations in every jurisdiction in which it operates or makes deliveries. The Affiliate, in turn, shall be solely responsible for the manner in which the products are promoted and shall comply with all applicable advertising, consumer protection, and data protection laws relevant to its activities and distribution channels.
If the same party performs the roles of both Supplier and Affiliate, all obligations associated with each role shall apply independently and cumulatively, without limitation, restriction, or waiver.
By accepting this Agreement, the User commits to rigorously complying with the standards, obligations, and restrictions established by Mundpay, acknowledging that violations, excessive chargeback rates (above 1%), or deceptive marketing practices may result in immediate account suspension, balance holds for contingency reserve purposes (for up to 120 days), or the pursuit of applicable legal remedies.
This Agreement incorporates by reference all current policies, rules, notices, terms, and internal documents of Mundpay, including but not limited to the Privacy Policy, Advertising Policy, AML/KYC Policy, Intellectual Property Policy, Chargeback Policy, General Terms of Use, Affiliate Compensation Rules, and any subsequent updates.
Mundpay may modify this Agreement at any time. Continued use of the Platform constitutes the User’s express and final acceptance of any new versions.
The tolerance by either Party of any breach of any provision of this Agreement shall not constitute a waiver of the right to demand compliance with any obligation set forth herein at any time.
This Agreement does not establish any partnership, joint venture, agency, franchise, or employment relationship between Mundpay and the Supplier or its Affiliates. The Parties are independent contractors.
If any provision of this Agreement is declared null or unenforceable by a competent authority, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
CLAUSE I – SUBJECT MATTER AND SCOPE OF SERVICES
I.I The subject matter of this Agreement is the provision by Mundpay of distribution services and technological infrastructure enabling the Supplier to market Digital Products and the Affiliate to promote such products through their own channels in the markets Mundpay operates.
I.II The Platform offers advanced checkout mechanisms, intelligent payment routing systems, anti-fraud tools, compliance and audit systems, log trails, financial control dashboards, reconciliation modules, and identity validation mechanisms, operating in compliance with the requirements of international card networks and acquirers.
I.III Mundpay may immediately and unilaterally suspend, restrict, or terminate any listing that violates its internal guidelines, particularly when there is evidence of regulatory, financial, legal, or reputational risk.
CLAUSE II – REGISTRATION AND VIRTUAL ACCOUNT
II.I Registration on the Platform requires the User to provide accurate, complete, and up-to-date information, including personal identification documents, proof of address, tax information, banking details, corporate formation documents (when applicable), and all additional information requested by Mundpay or its financial institution partners.
II.II Identity verification procedures comply with international standards for anti-money laundering (AML), counter-terrorism financing (CTF), and fraud prevention. Users acknowledge that such due diligence processes are mandatory and non-negotiable.
II.III Mundpay may request additional documentation, conduct interviews, require proof of intellectual property ownership, verify economic activity, analyze transaction patterns, cross-reference data against sanctions lists, consult credit bureaus, and conduct internal investigations whenever irregularities are identified.
II.IV Refusal, omission, or submission of false information may result in immediate account blocking, suspension of operations, balance holds, and potential unilateral termination of the contractual relationship.
II.V Mundpay reserves the right to evaluate the Supplier’s business model to verify compatibility with its internal policies. Account activation for transactions occurs within 72 (seventy-two) business hours following the complete submission of required information. Mundpay may, at its sole discretion, decline to register any User or Product.
II.VI The Supplier expressly authorizes the storage and sharing of their data with: (i) competent public authorities; (ii) strategic and banking partners necessary for the provision of Services; and (iii) the end Buyer, as required by applicable law.
II.VII Login credentials are personal and non-transferable. The Supplier is solely responsible for maintaining the confidentiality of their access credentials and for all activities conducted through their account. Mundpay shall not be liable for losses resulting from sharing access credentials with third parties.
II.VIII Any changes to registration or banking information will be subject to a new security validation process before taking effect.
II.IX In the event of the death of the User (individual) or the responsible administrator (legal entity), Mundpay must be notified immediately. The account will be frozen for withdrawals until legal documentation (probate or court order) is presented authorizing the release of funds to heirs or legal successors.
CLAUSE III – OBLIGATIONS OF THE SUPPLIER
III.I The Supplier agrees to operate with full responsibility, ethics, and transparency, ensuring that all products and services offered are lawful, original, suitable, and compliant with applicable law.
III.II The Supplier is responsible for ensuring ownership of copyrights, trademarks, licenses, domain rights over all content used, and all authorizations required for the use of materials protected by third-party intellectual property rights.
III.III The Supplier must provide adequate consumer support, meet delivery timelines, ensure immediate or scheduled delivery of digital content, and maintain access records, system logs, consumption evidence, documentary proof, and other elements necessary to defend against financial disputes.
III.IV In the event of complaints or disputes, Mundpay may request such documentation and the Supplier agrees to provide it without delay, acknowledging that its absence may negatively affect the chargeback contestation process and result in financial holds.
III.V The Supplier acknowledges that high chargeback rates are detrimental to the ecosystem and that exceeding operational thresholds established by card networks may result in fines, additional reserves, suspensions, and penalties. Mundpay may impose a 100% reserve on recent sales, block withdrawals, suspend listings, restrict products, or terminate the account upon identifying a high risk of fraud, high volume of refunds, recurring disputes, or atypical behavior.
III.VI All penalties imposed by acquirers, card networks, or financial institutions shall be passed on in full to the Supplier.
III.VII Mundpay shall not be held liable, under any circumstance, for tax charges inherent to the Supplier’s business activities. The Supplier acknowledges sole and exclusive responsibility for complying with all tax obligations applicable to its jurisdiction of incorporation, residence, or operation. This includes, without limitation:
(i) United States Suppliers: compliance with all U.S. federal, state, and local tax obligations, including any required filings or tax documentation. The Supplier acknowledges that remittances from Mundpay do not constitute payroll payments and that Mundpay performs no employment-related withholding;
(ii) EU Suppliers: compliance with all applicable Estonian and EU tax laws, including income tax, corporate tax, and VAT obligations. Where VAT registration applies, the Supplier is solely responsible for issuing correct VAT invoices and applying any reverse-charge mechanisms as required;
(iii) All Suppliers: maintaining accurate books and records, cooperating with tax authority audits, and promptly notifying Mundpay of any changes in tax residency, VAT status, or tax identification information. Mundpay shall not, under any circumstance, be liable for the Supplier’s taxes, penalties, or interest.
III.VIII Where a Supplier also acts as an Affiliate (“Dual-Role User”), the following obligations apply cumulatively:
(i) Non-preferential promotion: The Dual-Role User must not exploit their Affiliate activities to give undue preference to their own products. Any conduct that artificially advantages their own listings constitutes a material breach;
(ii) Conflict disclosure: The Dual-Role User must clearly disclose their dual status in promotional materials in accordance with applicable transparency, advertising, and consumer-protection requirements;
(iii) Unified liability: Any chargeback, regulatory action, or consumer complaint arising from either product quality or promotional conduct constitutes a unified liability event. All indemnification obligations apply in full to both roles;
(iv) Tax segregation: Income earned in each role must be separately classified and reported by the Dual-Role User in accordance with applicable tax laws. Mundpay bears no responsibility for such classification;
(v) Right of separation: Mundpay may suspend, restrict, or terminate either role independently, based solely on its risk assessment. Termination of one role does not entitle the Dual-Role User to compensation concerning the other.
CLAUSE IV – OBLIGATIONS OF THE AFFILIATE
IV.I The Affiliate shall promote products honestly, transparently, and in full compliance with all advertising, consumer protection, and data protection laws applicable to every jurisdiction in which promotional activities occur. This includes, without limitation, compliance with: (i) applicable U.S. federal, state, and local laws and regulations governing advertising, endorsements, commercial communications, and consumer rights; (ii) applicable European Union and Estonian laws relating to unfair commercial practices, misleading advertising, data protection, and consumer protection; and (iii) any sector-specific advertising requirements relevant to the product category being promoted.
The Affiliate is solely responsible for monitoring, understanding, and complying with all applicable legal requirements and may not rely on Mundpay for legal, regulatory, or compliance guidance.
IV.II The Affiliate is prohibited from using false claims, unrealistic financial gain promises, deceptive simulations, fabricated testimonials, aggressive marketing, spam, invalid traffic, bots, cookie manipulation, or any strategy that may mislead consumers. Any endorsement or testimonial used by the Affiliate must comply with the FTC’s Endorsement Guides.
IV.III If Mundpay identifies, through its audit processes, inconsistent data, false documents, or signs of identity fraud, the Affiliate’s Virtual Account will be preventively suspended.
IV.III.I If the irregularities are not resolved within the timeframe set by the Platform, the registration will be permanently cancelled without entitlement to any compensation, and any balances will be held for purposes of civil or criminal investigation, depending on the severity of the conduct.
IV.IV The Affiliate acknowledges that their conduct directly impacts the Platform’s reputation and that unlawful practices may result in account blocking, commission holds, campaign suspension, product access removal, and liability for damages or fines imposed by acquirers.
IV.V The creation of fake profiles, unauthorized use of Mundpay’s brand, imitation of official websites, transmission of unauthorized communications, or violations of third-party rights constitute material breaches that authorize the immediate termination of this Agreement.
IV.VI The Affiliate is solely and exclusively responsible for the calculation, reporting, and payment of all applicable taxes on commissions received, in accordance with the tax laws of the jurisdiction in which the Affiliate is tax-resident or incorporated. This obligation includes, without limitation:
(i) For Affiliates tax-resident or incorporated in the United States: federal income tax under the Internal Revenue Code, self-employment tax where applicable, and all applicable state and local income taxes. Mundpay will issue a Form 1099-NEC to U.S.-based Affiliates who receive USD 2000 or more in commissions during a calendar year, in accordance with requirements of the Internal Revenue Service (IRS);
(ii) For Affiliates tax-resident or incorporated in the Estonia or otherwise subject to EU law: income tax obligations under the Estonian Income Tax Act, applicable VAT obligations under the Estonian VAT Act and EU VAT Directive 2006/112/EC, and any applicable EU-wide digital services or platform-economy reporting obligations, including DAC7 (Council Directive (EU) 2021/514), where Mundpay is required to report Affiliate payment data to tax authorities;
(iii) In all cases: the Affiliate must provide Mundpay with a valid and current tax identification number (U.S. Form W-9 or W-8 series, EU VAT number, or Estonian registration code, as applicable) before receiving any commission payment. Mundpay will not withhold taxes from commission payments unless required to do so by mandatory applicable law. Failure to provide valid tax documentation may result in mandatory withholding or suspension of payments at Mundpay’s discretion.
IV.VII The Affiliate acknowledges that if a sale is identified as fraudulent or in violation of the Platform’s advertising policies after commission payment, Mundpay may apply a compensatory debit to the Affiliate’s balance to recover the amounts improperly paid.
IV.VIII The Affiliate declares, under penalty of law, that they are not subject to any decree, administrative order, or governmental investigation (e.g., proceedings by the FTC, SEC, or state attorneys general) related to advertising fraud or deceptive marketing, and agrees to notify Mundpay immediately if such a situation arises.
IV.IX The use of the Affiliate Program as a cashback system, reward mechanism, or retroactive discount to buyers in exchange for purchases through the referral link is strictly prohibited. This practice constitutes manipulation of the sales ecosystem and will result in immediate contract termination and forfeiture of all commissions.
IV.X The Affiliate acknowledges and agrees that their compensation may be structured under two distinct models: (i) percentage-based remuneration, calculated on the value of transactions processed through their referral link; and (ii) fixed per-acquisition compensation (CPA), the payment of which is contingent upon the Producer/Supplier User responsible for the promoted product meeting a minimum sales threshold. The Affiliate shall only be entitled to receive fixed CPA compensation once the responsible Producer/Supplier User has accumulated a minimum balance of USD 1,000.00 (one thousand U.S. dollars) in sales of the respective product within their Platform account. Until such threshold is reached, CPA payment shall remain suspended, and no obligation to compensate, indemnify, or make any monetary adjustment shall arise on the part of Mundpay, which bears no responsibility for any waiting period resulting from the failure to reach the required minimum sales volume.
CLAUSE V – FINANCIAL MANAGEMENT, RESERVES, AND HOLDS
V.I All payment processing occurs exclusively through Mundpay's payments and banking partners, which may hold funds, apply reserves, and offset debits based on risk analysis. The contingency reserve is an essential financial protection instrument for the payments partners and may vary based on chargeback history, sales patterns, product category, transaction flow, refund rates, and the User’s general conduct.
V.II Mundpay's payments partners may adjust, increase, or reduce such reserves without prior notice, in accordance with operational changes or card network requirements.
V.III Mundpay's payment partners may automatically offset amounts owed by the User, including chargeback costs, fines, fees, penalties, refunded amounts, legal costs, audit expenses, and any losses associated with the activities of the Supplier or Affiliate.
V.IV Such offset may occur regardless of the nature of the operations and may cover different products and distinct periods, constituting an irrevocable authorization and an essential condition for continued use of the Platform.
V.V The initiation of chargebacks, early dispute alerts (such as Ethoca or Verifi), systemic consumer complaints, or identification of operational anomalies authorizes Mundpay's payment partners to fully hold all balances until all pending risks have been properly resolved.
V.VI The hold period may be extended as necessary to complete internal audits, defend against financial disputes, or cover potential losses.
V.VII Funds held in the Virtual Account shall not accrue interest, monetary adjustments, or any form of return, regardless of the duration of the hold.
V.VIII The Supplier acknowledges that Mundpay, in its capacity as MoR, will manage disputes arising from: (i) consumer right of withdrawal or dissatisfaction with digital content; (ii) failure to deliver access credentials or download links; (iii) duplicate charges or unrecognized charges by the cardholder; and (iv) unauthorized use of payment cards by third parties.
V.IX Mundpay may, at its sole discretion, proactively issue refunds on sales presenting a high risk of fraud in order to protect account health and avoid card network fines, debiting the corresponding amount from the Supplier.
V.X Mundpay will manage such disputes in its capacity as Merchant of Record, reserving the right to deduct not only the sale amount but also applicable operational fees and card network fines.
V.XI Based on internal risk criteria, the Platform may establish a “Security Reserve” on the Affiliate’s earnings, which may be maintained even after account closure to cover pending liabilities arising from fraud or disputes related to their promotional activities.
CLAUSE VI – PROHIBITED PRACTICES, IMPROPER USE, AND SANCTIONS
VI.I Any form of fraud, simulated transactions, self-funding, metrics manipulation, creation of parallel accounts, submission of false data, reverse engineering of the Platform, exploitation of vulnerabilities, commercialization of unlawful content, prohibited products, deceptive services, fraudulent financial schemes, content promising miraculous results, or any conduct that violates local or international law is expressly prohibited.
VI.II Mundpay is committed to respecting its clients, Users, and applicable law, and does not permit the offering or commercialization of products or content that violate such standards or its internal policies. In case of uncertainty as to whether a particular product or service is permitted, the illustrative list of prohibited items and restricted activities may be consulted at the Acceptable Use Policy (AUP).
VI.III The occurrence of any violation of the provisions set forth in the Terms of Use may result in immediate suspension of User access, balance freezes, indefinite holds, unilateral contract termination, notification of competent authorities, and the pursuit of administrative and judicial remedies whenever evidence of illegality or risk to the integrity of the ecosystem is identified. It is the User’s responsibility to remain aware of updates to Mundpay’s internal guidelines and to comply with the most current version at all times.
VI.IV The Supplier or Affiliate acknowledges that the use of SPAM, “get rich quick” promises, or any marketing strategy that violates Mundpay’s Advertising Policy is strictly prohibited. Violation of this provision authorizes Mundpay to suspend or terminate the User’s account, and the User shall be fully liable to indemnify the Platform for any fines, reputational damages, or judicial judgments resulting from such practices.
CLAUSE VII – MUNDPAY’S CONDITIONS AND RESPONSIBILITIES
VII.I By listing a Digital Product on the Mundpay Platform, the Supplier grants Mundpay authorization to intermediate, manage, and make the content available to Buyers in its capacity as Merchant of Record (MoR). This authorization includes the right to use the product’s brand and promotional materials solely to facilitate global sales, without the payment of additional royalties.
VII.II Upon termination, Mundpay will cease processing new sales but may maintain access and support for Buyers who have already purchased the product, ensuring service continuity during the warranty or content access period.
VII.III To the maximum extent permitted by applicable law, Mundpay, in its capacity as Merchant of Record, as well as its parent companies, affiliates, subsidiaries, officers, employees, representatives, commercial partners, financial institutions, acquirers, payment processors, technology providers, and any third parties involved in the creation, maintenance, provision, operation, or delivery of the Platform and Services, shall not be liable for any incidental, indirect, special, exemplary, punitive, or consequential damages of any nature, including without limitation damages arising from lost profits, loss of revenue, lost savings, lost business opportunities, loss of data, reputational harm, business interruption, system failures, service unavailability, software malfunction, or costs related to the procurement of substitute products, services, or solutions.
VII.IV Mundpay shall also not be liable for any damages related to the use, inability to use, performance, failure, suspension, interruption, delay, unavailability, operational restriction, or malfunction of the Services, regardless of the legal theory asserted, whether in contract, tort (including negligence), strict liability, product liability, regulatory, consumer protection, or otherwise; account breaches resulting from the Supplier’s negligence in safeguarding their access credentials; or integration issues with external tools (CRMs, membership platforms, etc.) provided by third parties. This limitation applies even if Mundpay has been advised of the possibility of such damages and even if any limited remedy provided herein fails of its essential purpose.
VII.V Subject to applicable law, Mundpay’s total cumulative liability arising out of or related to this Agreement, the Platform, the Services, the transactions, or the use or inability to use the Services shall in no event exceed the amount of administrative fees actually retained by Mundpay in connection with the transactions specifically associated with the event giving rise to the alleged liability.
VII.VI If the User has not conducted fee-generating transactions during the twelve (12) months preceding the event giving rise to the alleged liability, Mundpay’s maximum liability shall be one hundred U.S. dollars (US$ 100.00), whichever is less. This cap shall apply even in the event of multiple claims, events, or related causes.
VII.VII The User expressly acknowledges, agrees, and accepts that the exclusions, limitations, and restrictions of liability set forth in this clause are essential elements of the economic, commercial, and legal basis upon which Mundpay’s Services are offered. Without such limitations, Mundpay would be unable to provide the Platform, operate as Merchant of Record, facilitate international transactions, execute anti-fraud routines, or offer any part of the technological and financial infrastructure supporting the Digital Products ecosystem.
VII.VIII Accordingly, the User acknowledges that acceptance of these limitations is an indispensable condition for use of the Services and for the continuation of the contractual relationship with Mundpay.
VII.IX In its capacity as intermediary and MoR, Mundpay through its payments and banking partners will process refunds and chargebacks in accordance with applicable compliance rules. However, Mundpay shall not be liable for losses arising from false information provided by the Supplier regarding the Digital Product or from the poor quality of the delivered content.
VII.X Mundpay’s total liability to the Affiliate for any judicial or extrajudicial claim related to this Agreement shall be limited to the total service fees actually retained by Mundpay on commissions paid to the Affiliate during the three (3) months preceding the event giving rise to the alleged liability.
VII.XI Mundpay does not guarantee that all clicks and accesses via Affiliate links will result in commission payments, as attribution depends on factors outside the Platform’s control, such as the Buyer’s browser cookie settings, ad blockers, and the correct configuration of the link by the Affiliate.
VII.XII As Merchant of Record, Mundpay is responsible for determining, collecting, and remitting applicable consumption taxes (including Sales Tax, VAT, and GST) on end-customer transactions processed through the Platform, in accordance with the laws of the jurisdictions in which such taxes arise. This responsibility is strictly limited to taxes imposed on the end-customer transaction and does not extend to any income tax, corporate tax, withholding tax, or any other tax obligations of the Supplier or Affiliate.
Mundpay shall comply with applicable regimes in the United States, the European Union (EU), Estonia, and any other relevant jurisdictions governing consumption-tax collection, including registration, reporting, and remittance requirements. Mundpay is not responsible for taxes arising from the Supplier’s or Affiliate’s independent business activities or separate nexus positions.
VII.XIII Without prejudice to other obligations set forth in this Agreement and in its General Terms of Use, Mundpay commits to: (i) providing the technological infrastructure for commercializing Digital Products through secure connections and encryption protocols consistent with financial market standards; (ii) acting as a Merchant of Record, leveraging regulated payments and banking partners for processing domestic and international transactions in compliance with card network rules and applicable laws; (iii) maintaining technical support channels for the Supplier regarding Platform functionality; and (iv) remitting net balances due to the Supplier, subject to the holds, settlement timelines, and security reserves established in this Agreement.
CLAUSE VIII – INDEMNIFICATION AND USER LIABILITY
VIII.I The User, as Supplier or Affiliate, agrees to indemnify and hold harmless Mundpay for any losses, damages (direct or indirect), operational costs, reasonable attorneys’ fees, as well as administrative fines, acquirer or card network penalties, audits, judicial or extrajudicial litigation, consumer complaints, fraud, or violations of third-party rights caused by their action or omission, or by non-compliance with the obligations set forth herein.
VIII.II The indemnification obligation includes amounts related to chargebacks, card network fines, arbitration costs, investigation expenses, and reasonable attorneys’ fees. This obligation shall survive the closure of the account and remain fully enforceable until all pending liabilities are fully satisfied.
VIII.III All intellectual property rights related to Mundpay are its exclusive property, including but not limited to the Platform software, systems, source code, algorithms, databases, interfaces, layouts, design, visual identity, operational workflows, proprietary technologies, trademarks, trade names, establishment titles, domains, logos, content, institutional materials, and all other intangible assets, whether registered or not.
VIII.IV Access to and use of the Platform does not constitute any assignment, transfer, or permanent licensing of any rights, and is limited solely to the permissions strictly necessary for regular use of the Services.
VIII.V It is expressly prohibited to reproduce, modify, adapt, translate, distribute, publish, display, license, commercialize, economically exploit, reverse engineer, decompile, or otherwise misuse any of Mundpay’s intellectual property assets.
VIII.VI Any conduct by the Supplier that violates the provisions of this Agreement, Mundpay’s General Terms of Use, or Compliance Policies may result, at Mundpay’s sole discretion, in the following penalties: (i) Content Removal: Immediate removal of specific Digital Products that infringe Platform rights or rules; (ii) Access Suspension: Temporary blocking of account features for investigation, without prejudice to balance holds; (iii) Permanent Deactivation (Ban): Definitive cancellation of the Supplier’s registration on the Mundpay Platform; (iv) Balance Hold: Full freeze of the Virtual Account balance for up to 120 (one hundred twenty) days to cover losses, card network operational fines, and Buyer reimbursements; (v) Balance Forfeiture as Liquidated Damages: In cases of confirmed fraud, simulated transactions, or money laundering, funds may be permanently withheld as compensatory damages, without prejudice to civil and criminal legal action.
VIII.VII If a product is removed for violation, Mundpay will immediately cease new sales. Any amounts already generated by such content will be held until the absence of chargeback risk or damage to third parties is established.
CLAUSE IX – ACCOUNT CLOSURE, BLOCKING, AND FINAL HOLDS
IX.I Mundpay may unilaterally close a User’s account upon identifying elevated risk, irregular practices, excessive chargebacks, deceptive advertising, violations of internal policies, documentary discrepancies, or any conduct that compromises the financial security and reputational integrity of the ecosystem.
IX.II Following closure, all balances will remain held for the period necessary to cover ongoing disputes, settle financial risks, and complete internal audits. This period may extend beyond 120 days whenever the nature of the risk so requires.
IX.III Applicable penalties for misuse of the Mundpay Platform, violation of these Terms of Use, related Policies, applicable law, or assumed contractual obligations include suspension, blocking, and deletion of the User’s account and/or associated products. Such measures may be adopted preventively or definitively, individually or cumulatively, at Mundpay’s sole discretion, whenever conduct representing operational, financial, regulatory, reputational, or legal risk to the Platform, its users, or third parties is identified. Where appropriate, the User will be afforded an opportunity to respond and remediate.
IX.IV If the account is deactivated due to a contractual violation, all active listings and checkout links will be automatically cancelled, and the User will forfeit any right to bonuses or compensation.
CLAUSE X – FEES, CHARGES, AND TAXES
X.I Mundpay reserves the right to issue proactive refunds directly to Buyers, at its sole discretion, whenever it identifies an imminent risk of harm to account health or the need to maintain the chargeback rate below the prudential threshold of 1% (one percent).
X.I.I The full amount of any refunds issued, plus applicable fraud alert service fees (including but not limited to Ethoca/Mastercard alerts at USD $15.00 per occurrence), will be automatically debited from the Supplier’s Virtual Account without prior consent.
X.II For software licensing, payment intermediation, and risk management services, Mundpay will retain fees and charges on the gross value of approved transactions.
X.III Processing fees and fixed charges are established at the time of registration and may vary based on transaction volume and the Supplier’s risk profile.
X.III.I The Supplier will bear a fixed fee of USD $15.00 (fifteen U.S. dollars) per fraud alert received, to cover the operational costs of the security bureaus.
X.IV The Supplier irrevocably authorizes the automatic deduction of all fees, affiliate commissions, and third-party charges prior to the release of net balances to their Virtual Account.
X.V Mundpay may modify its fee schedule upon 30 (thirty) days’ prior written notice. Continued use of the Platform after this period constitutes acceptance of the new terms.
CLAUSE XI – GOVERNING LAW, JURISDICTION, AND ARBITRATION
XI.I This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be New York, New York. The User expressly waives any right to a jury trial.
XI.I.I Notwithstanding the foregoing, either Party may seek provisional injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
XI.II For Users domiciled exclusively in Brazil, Brazilian law shall apply to disputes arising exclusively from Brazilian operations, and the courts of the City of Rio de Janeiro, State of Rio de Janeiro, Brazil shall have exclusive jurisdiction, without prejudice to Mundpay’s right to seek provisional or emergency relief in any jurisdiction as necessary to protect its interests.
CLAUSE XII – NOTICES
XII.I All official communications between Mundpay and the User shall be made exclusively through the Platform’s internal channels, the administrative dashboard, or the institutional email address designated by the company. Communications sent through other means shall not be considered valid unless expressly acknowledged by Mundpay.
IN WITNESS WHEREOF, the Parties have electronically agreed to this Agreement as of the date of acceptance on the Platform.
GLOBAL OPERATING AGREEMENT FOR SUPPLIERS AND AFFILIATES
INITIAL CONSIDERATIONS
This Agreement sets forth the general terms and conditions governing the use of the Mundpay Platform by Suppliers or Affiliates (also referred to as “Users”) who intend to market, distribute, or promote Digital Products. This is a legally binding operating agreement entered into electronically, which subjects the User to Mundpay’s internal policies and all supplementary guidelines, which are automatically incorporated herein by reference. By accepting this Agreement, the User fully and irrevocably agrees to all provisions described herein, as the mere use of the Platform constitutes express acknowledgment of agreement with all rules applicable to the Mundpay ecosystem.
The specific Mundpay group entity contracted by the User for Platform access and transaction processing may vary depending on the nature of the operation, the country or countries of residence of the User(s), the applicable jurisdiction, and the currency in which the transaction is conducted. For purposes of regulatory and contractual transparency, Mundpay maintains headquarters, branches, and/or representatives in the following jurisdictions:
United States
Mundpay, LLC, registered under EIN No. 36-5099929, with principal offices at 169 Madison Avenue, New York, NY 10016, USA;
Mundpay USA LLC, registered under EIN No. 32-0819366, located at 1160 Heron Sound Dr, Suite 50, Apopka, FL 32703, USA.
Europe
MundP Tech OÜ, registered under No. 7270502, with address at Harju maakond, Tallinn, Lasnamäe linnaosa, Ruunaoja tn 3, 11415.
Mundpay acts as Merchant of Record (MoR), assuming responsibility for all aspects of the commercialization of the products and services as well as the relationship with payment acquirers and processors, card networks, payment providers, and partner institutions, without assuming any responsibility for the conception, quality, delivery, outcome, or support of the products and services marketed. The Supplier shall remain exclusively responsible for the legality, ownership, compliance, accuracy, and integrity of all content, products, and services offered, in accordance with all applicable laws and regulations in every jurisdiction in which it operates or makes deliveries. The Affiliate, in turn, shall be solely responsible for the manner in which the products are promoted and shall comply with all applicable advertising, consumer protection, and data protection laws relevant to its activities and distribution channels.
If the same party performs the roles of both Supplier and Affiliate, all obligations associated with each role shall apply independently and cumulatively, without limitation, restriction, or waiver.
By accepting this Agreement, the User commits to rigorously complying with the standards, obligations, and restrictions established by Mundpay, acknowledging that violations, excessive chargeback rates (above 1%), or deceptive marketing practices may result in immediate account suspension, balance holds for contingency reserve purposes (for up to 120 days), or the pursuit of applicable legal remedies.
This Agreement incorporates by reference all current policies, rules, notices, terms, and internal documents of Mundpay, including but not limited to the Privacy Policy, Advertising Policy, AML/KYC Policy, Intellectual Property Policy, Chargeback Policy, General Terms of Use, Affiliate Compensation Rules, and any subsequent updates.
Mundpay may modify this Agreement at any time. Continued use of the Platform constitutes the User’s express and final acceptance of any new versions.
The tolerance by either Party of any breach of any provision of this Agreement shall not constitute a waiver of the right to demand compliance with any obligation set forth herein at any time.
This Agreement does not establish any partnership, joint venture, agency, franchise, or employment relationship between Mundpay and the Supplier or its Affiliates. The Parties are independent contractors.
If any provision of this Agreement is declared null or unenforceable by a competent authority, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
CLAUSE I – SUBJECT MATTER AND SCOPE OF SERVICES
I.I The subject matter of this Agreement is the provision by Mundpay of distribution services and technological infrastructure enabling the Supplier to market Digital Products and the Affiliate to promote such products through their own channels in the markets Mundpay operates.
I.II The Platform offers advanced checkout mechanisms, intelligent payment routing systems, anti-fraud tools, compliance and audit systems, log trails, financial control dashboards, reconciliation modules, and identity validation mechanisms, operating in compliance with the requirements of international card networks and acquirers.
I.III Mundpay may immediately and unilaterally suspend, restrict, or terminate any listing that violates its internal guidelines, particularly when there is evidence of regulatory, financial, legal, or reputational risk.
CLAUSE II – REGISTRATION AND VIRTUAL ACCOUNT
II.I Registration on the Platform requires the User to provide accurate, complete, and up-to-date information, including personal identification documents, proof of address, tax information, banking details, corporate formation documents (when applicable), and all additional information requested by Mundpay or its financial institution partners.
II.II Identity verification procedures comply with international standards for anti-money laundering (AML), counter-terrorism financing (CTF), and fraud prevention. Users acknowledge that such due diligence processes are mandatory and non-negotiable.
II.III Mundpay may request additional documentation, conduct interviews, require proof of intellectual property ownership, verify economic activity, analyze transaction patterns, cross-reference data against sanctions lists, consult credit bureaus, and conduct internal investigations whenever irregularities are identified.
II.IV Refusal, omission, or submission of false information may result in immediate account blocking, suspension of operations, balance holds, and potential unilateral termination of the contractual relationship.
II.V Mundpay reserves the right to evaluate the Supplier’s business model to verify compatibility with its internal policies. Account activation for transactions occurs within 72 (seventy-two) business hours following the complete submission of required information. Mundpay may, at its sole discretion, decline to register any User or Product.
II.VI The Supplier expressly authorizes the storage and sharing of their data with: (i) competent public authorities; (ii) strategic and banking partners necessary for the provision of Services; and (iii) the end Buyer, as required by applicable law.
II.VII Login credentials are personal and non-transferable. The Supplier is solely responsible for maintaining the confidentiality of their access credentials and for all activities conducted through their account. Mundpay shall not be liable for losses resulting from sharing access credentials with third parties.
II.VIII Any changes to registration or banking information will be subject to a new security validation process before taking effect.
II.IX In the event of the death of the User (individual) or the responsible administrator (legal entity), Mundpay must be notified immediately. The account will be frozen for withdrawals until legal documentation (probate or court order) is presented authorizing the release of funds to heirs or legal successors.
CLAUSE III – OBLIGATIONS OF THE SUPPLIER
III.I The Supplier agrees to operate with full responsibility, ethics, and transparency, ensuring that all products and services offered are lawful, original, suitable, and compliant with applicable law.
III.II The Supplier is responsible for ensuring ownership of copyrights, trademarks, licenses, domain rights over all content used, and all authorizations required for the use of materials protected by third-party intellectual property rights.
III.III The Supplier must provide adequate consumer support, meet delivery timelines, ensure immediate or scheduled delivery of digital content, and maintain access records, system logs, consumption evidence, documentary proof, and other elements necessary to defend against financial disputes.
III.IV In the event of complaints or disputes, Mundpay may request such documentation and the Supplier agrees to provide it without delay, acknowledging that its absence may negatively affect the chargeback contestation process and result in financial holds.
III.V The Supplier acknowledges that high chargeback rates are detrimental to the ecosystem and that exceeding operational thresholds established by card networks may result in fines, additional reserves, suspensions, and penalties. Mundpay may impose a 100% reserve on recent sales, block withdrawals, suspend listings, restrict products, or terminate the account upon identifying a high risk of fraud, high volume of refunds, recurring disputes, or atypical behavior.
III.VI All penalties imposed by acquirers, card networks, or financial institutions shall be passed on in full to the Supplier.
III.VII Mundpay shall not be held liable, under any circumstance, for tax charges inherent to the Supplier’s business activities. The Supplier acknowledges sole and exclusive responsibility for complying with all tax obligations applicable to its jurisdiction of incorporation, residence, or operation. This includes, without limitation:
(i) United States Suppliers: compliance with all U.S. federal, state, and local tax obligations, including any required filings or tax documentation. The Supplier acknowledges that remittances from Mundpay do not constitute payroll payments and that Mundpay performs no employment-related withholding;
(ii) EU Suppliers: compliance with all applicable Estonian and EU tax laws, including income tax, corporate tax, and VAT obligations. Where VAT registration applies, the Supplier is solely responsible for issuing correct VAT invoices and applying any reverse-charge mechanisms as required;
(iii) All Suppliers: maintaining accurate books and records, cooperating with tax authority audits, and promptly notifying Mundpay of any changes in tax residency, VAT status, or tax identification information. Mundpay shall not, under any circumstance, be liable for the Supplier’s taxes, penalties, or interest.
III.VIII Where a Supplier also acts as an Affiliate (“Dual-Role User”), the following obligations apply cumulatively:
(i) Non-preferential promotion: The Dual-Role User must not exploit their Affiliate activities to give undue preference to their own products. Any conduct that artificially advantages their own listings constitutes a material breach;
(ii) Conflict disclosure: The Dual-Role User must clearly disclose their dual status in promotional materials in accordance with applicable transparency, advertising, and consumer-protection requirements;
(iii) Unified liability: Any chargeback, regulatory action, or consumer complaint arising from either product quality or promotional conduct constitutes a unified liability event. All indemnification obligations apply in full to both roles;
(iv) Tax segregation: Income earned in each role must be separately classified and reported by the Dual-Role User in accordance with applicable tax laws. Mundpay bears no responsibility for such classification;
(v) Right of separation: Mundpay may suspend, restrict, or terminate either role independently, based solely on its risk assessment. Termination of one role does not entitle the Dual-Role User to compensation concerning the other.
CLAUSE IV – OBLIGATIONS OF THE AFFILIATE
IV.I The Affiliate shall promote products honestly, transparently, and in full compliance with all advertising, consumer protection, and data protection laws applicable to every jurisdiction in which promotional activities occur. This includes, without limitation, compliance with: (i) applicable U.S. federal, state, and local laws and regulations governing advertising, endorsements, commercial communications, and consumer rights; (ii) applicable European Union and Estonian laws relating to unfair commercial practices, misleading advertising, data protection, and consumer protection; and (iii) any sector-specific advertising requirements relevant to the product category being promoted.
The Affiliate is solely responsible for monitoring, understanding, and complying with all applicable legal requirements and may not rely on Mundpay for legal, regulatory, or compliance guidance.
IV.II The Affiliate is prohibited from using false claims, unrealistic financial gain promises, deceptive simulations, fabricated testimonials, aggressive marketing, spam, invalid traffic, bots, cookie manipulation, or any strategy that may mislead consumers. Any endorsement or testimonial used by the Affiliate must comply with the FTC’s Endorsement Guides.
IV.III If Mundpay identifies, through its audit processes, inconsistent data, false documents, or signs of identity fraud, the Affiliate’s Virtual Account will be preventively suspended.
IV.III.I If the irregularities are not resolved within the timeframe set by the Platform, the registration will be permanently cancelled without entitlement to any compensation, and any balances will be held for purposes of civil or criminal investigation, depending on the severity of the conduct.
IV.IV The Affiliate acknowledges that their conduct directly impacts the Platform’s reputation and that unlawful practices may result in account blocking, commission holds, campaign suspension, product access removal, and liability for damages or fines imposed by acquirers.
IV.V The creation of fake profiles, unauthorized use of Mundpay’s brand, imitation of official websites, transmission of unauthorized communications, or violations of third-party rights constitute material breaches that authorize the immediate termination of this Agreement.
IV.VI The Affiliate is solely and exclusively responsible for the calculation, reporting, and payment of all applicable taxes on commissions received, in accordance with the tax laws of the jurisdiction in which the Affiliate is tax-resident or incorporated. This obligation includes, without limitation:
(i) For Affiliates tax-resident or incorporated in the United States: federal income tax under the Internal Revenue Code, self-employment tax where applicable, and all applicable state and local income taxes. Mundpay will issue a Form 1099-NEC to U.S.-based Affiliates who receive USD 2000 or more in commissions during a calendar year, in accordance with requirements of the Internal Revenue Service (IRS);
(ii) For Affiliates tax-resident or incorporated in the Estonia or otherwise subject to EU law: income tax obligations under the Estonian Income Tax Act, applicable VAT obligations under the Estonian VAT Act and EU VAT Directive 2006/112/EC, and any applicable EU-wide digital services or platform-economy reporting obligations, including DAC7 (Council Directive (EU) 2021/514), where Mundpay is required to report Affiliate payment data to tax authorities;
(iii) In all cases: the Affiliate must provide Mundpay with a valid and current tax identification number (U.S. Form W-9 or W-8 series, EU VAT number, or Estonian registration code, as applicable) before receiving any commission payment. Mundpay will not withhold taxes from commission payments unless required to do so by mandatory applicable law. Failure to provide valid tax documentation may result in mandatory withholding or suspension of payments at Mundpay’s discretion.
IV.VII The Affiliate acknowledges that if a sale is identified as fraudulent or in violation of the Platform’s advertising policies after commission payment, Mundpay may apply a compensatory debit to the Affiliate’s balance to recover the amounts improperly paid.
IV.VIII The Affiliate declares, under penalty of law, that they are not subject to any decree, administrative order, or governmental investigation (e.g., proceedings by the FTC, SEC, or state attorneys general) related to advertising fraud or deceptive marketing, and agrees to notify Mundpay immediately if such a situation arises.
IV.IX The use of the Affiliate Program as a cashback system, reward mechanism, or retroactive discount to buyers in exchange for purchases through the referral link is strictly prohibited. This practice constitutes manipulation of the sales ecosystem and will result in immediate contract termination and forfeiture of all commissions.
IV.X The Affiliate acknowledges and agrees that their compensation may be structured under two distinct models: (i) percentage-based remuneration, calculated on the value of transactions processed through their referral link; and (ii) fixed per-acquisition compensation (CPA), the payment of which is contingent upon the Producer/Supplier User responsible for the promoted product meeting a minimum sales threshold. The Affiliate shall only be entitled to receive fixed CPA compensation once the responsible Producer/Supplier User has accumulated a minimum balance of USD 1,000.00 (one thousand U.S. dollars) in sales of the respective product within their Platform account. Until such threshold is reached, CPA payment shall remain suspended, and no obligation to compensate, indemnify, or make any monetary adjustment shall arise on the part of Mundpay, which bears no responsibility for any waiting period resulting from the failure to reach the required minimum sales volume.
CLAUSE V – FINANCIAL MANAGEMENT, RESERVES, AND HOLDS
V.I All payment processing occurs exclusively through Mundpay's payments and banking partners, which may hold funds, apply reserves, and offset debits based on risk analysis. The contingency reserve is an essential financial protection instrument for the payments partners and may vary based on chargeback history, sales patterns, product category, transaction flow, refund rates, and the User’s general conduct.
V.II Mundpay's payments partners may adjust, increase, or reduce such reserves without prior notice, in accordance with operational changes or card network requirements.
V.III Mundpay's payment partners may automatically offset amounts owed by the User, including chargeback costs, fines, fees, penalties, refunded amounts, legal costs, audit expenses, and any losses associated with the activities of the Supplier or Affiliate.
V.IV Such offset may occur regardless of the nature of the operations and may cover different products and distinct periods, constituting an irrevocable authorization and an essential condition for continued use of the Platform.
V.V The initiation of chargebacks, early dispute alerts (such as Ethoca or Verifi), systemic consumer complaints, or identification of operational anomalies authorizes Mundpay's payment partners to fully hold all balances until all pending risks have been properly resolved.
V.VI The hold period may be extended as necessary to complete internal audits, defend against financial disputes, or cover potential losses.
V.VII Funds held in the Virtual Account shall not accrue interest, monetary adjustments, or any form of return, regardless of the duration of the hold.
V.VIII The Supplier acknowledges that Mundpay, in its capacity as MoR, will manage disputes arising from: (i) consumer right of withdrawal or dissatisfaction with digital content; (ii) failure to deliver access credentials or download links; (iii) duplicate charges or unrecognized charges by the cardholder; and (iv) unauthorized use of payment cards by third parties.
V.IX Mundpay may, at its sole discretion, proactively issue refunds on sales presenting a high risk of fraud in order to protect account health and avoid card network fines, debiting the corresponding amount from the Supplier.
V.X Mundpay will manage such disputes in its capacity as Merchant of Record, reserving the right to deduct not only the sale amount but also applicable operational fees and card network fines.
V.XI Based on internal risk criteria, the Platform may establish a “Security Reserve” on the Affiliate’s earnings, which may be maintained even after account closure to cover pending liabilities arising from fraud or disputes related to their promotional activities.
CLAUSE VI – PROHIBITED PRACTICES, IMPROPER USE, AND SANCTIONS
VI.I Any form of fraud, simulated transactions, self-funding, metrics manipulation, creation of parallel accounts, submission of false data, reverse engineering of the Platform, exploitation of vulnerabilities, commercialization of unlawful content, prohibited products, deceptive services, fraudulent financial schemes, content promising miraculous results, or any conduct that violates local or international law is expressly prohibited.
VI.II Mundpay is committed to respecting its clients, Users, and applicable law, and does not permit the offering or commercialization of products or content that violate such standards or its internal policies. In case of uncertainty as to whether a particular product or service is permitted, the illustrative list of prohibited items and restricted activities may be consulted at the Acceptable Use Policy (AUP).
VI.III The occurrence of any violation of the provisions set forth in the Terms of Use may result in immediate suspension of User access, balance freezes, indefinite holds, unilateral contract termination, notification of competent authorities, and the pursuit of administrative and judicial remedies whenever evidence of illegality or risk to the integrity of the ecosystem is identified. It is the User’s responsibility to remain aware of updates to Mundpay’s internal guidelines and to comply with the most current version at all times.
VI.IV The Supplier or Affiliate acknowledges that the use of SPAM, “get rich quick” promises, or any marketing strategy that violates Mundpay’s Advertising Policy is strictly prohibited. Violation of this provision authorizes Mundpay to suspend or terminate the User’s account, and the User shall be fully liable to indemnify the Platform for any fines, reputational damages, or judicial judgments resulting from such practices.
CLAUSE VII – MUNDPAY’S CONDITIONS AND RESPONSIBILITIES
VII.I By listing a Digital Product on the Mundpay Platform, the Supplier grants Mundpay authorization to intermediate, manage, and make the content available to Buyers in its capacity as Merchant of Record (MoR). This authorization includes the right to use the product’s brand and promotional materials solely to facilitate global sales, without the payment of additional royalties.
VII.II Upon termination, Mundpay will cease processing new sales but may maintain access and support for Buyers who have already purchased the product, ensuring service continuity during the warranty or content access period.
VII.III To the maximum extent permitted by applicable law, Mundpay, in its capacity as Merchant of Record, as well as its parent companies, affiliates, subsidiaries, officers, employees, representatives, commercial partners, financial institutions, acquirers, payment processors, technology providers, and any third parties involved in the creation, maintenance, provision, operation, or delivery of the Platform and Services, shall not be liable for any incidental, indirect, special, exemplary, punitive, or consequential damages of any nature, including without limitation damages arising from lost profits, loss of revenue, lost savings, lost business opportunities, loss of data, reputational harm, business interruption, system failures, service unavailability, software malfunction, or costs related to the procurement of substitute products, services, or solutions.
VII.IV Mundpay shall also not be liable for any damages related to the use, inability to use, performance, failure, suspension, interruption, delay, unavailability, operational restriction, or malfunction of the Services, regardless of the legal theory asserted, whether in contract, tort (including negligence), strict liability, product liability, regulatory, consumer protection, or otherwise; account breaches resulting from the Supplier’s negligence in safeguarding their access credentials; or integration issues with external tools (CRMs, membership platforms, etc.) provided by third parties. This limitation applies even if Mundpay has been advised of the possibility of such damages and even if any limited remedy provided herein fails of its essential purpose.
VII.V Subject to applicable law, Mundpay’s total cumulative liability arising out of or related to this Agreement, the Platform, the Services, the transactions, or the use or inability to use the Services shall in no event exceed the amount of administrative fees actually retained by Mundpay in connection with the transactions specifically associated with the event giving rise to the alleged liability.
VII.VI If the User has not conducted fee-generating transactions during the twelve (12) months preceding the event giving rise to the alleged liability, Mundpay’s maximum liability shall be one hundred U.S. dollars (US$ 100.00), whichever is less. This cap shall apply even in the event of multiple claims, events, or related causes.
VII.VII The User expressly acknowledges, agrees, and accepts that the exclusions, limitations, and restrictions of liability set forth in this clause are essential elements of the economic, commercial, and legal basis upon which Mundpay’s Services are offered. Without such limitations, Mundpay would be unable to provide the Platform, operate as Merchant of Record, facilitate international transactions, execute anti-fraud routines, or offer any part of the technological and financial infrastructure supporting the Digital Products ecosystem.
VII.VIII Accordingly, the User acknowledges that acceptance of these limitations is an indispensable condition for use of the Services and for the continuation of the contractual relationship with Mundpay.
VII.IX In its capacity as intermediary and MoR, Mundpay through its payments and banking partners will process refunds and chargebacks in accordance with applicable compliance rules. However, Mundpay shall not be liable for losses arising from false information provided by the Supplier regarding the Digital Product or from the poor quality of the delivered content.
VII.X Mundpay’s total liability to the Affiliate for any judicial or extrajudicial claim related to this Agreement shall be limited to the total service fees actually retained by Mundpay on commissions paid to the Affiliate during the three (3) months preceding the event giving rise to the alleged liability.
VII.XI Mundpay does not guarantee that all clicks and accesses via Affiliate links will result in commission payments, as attribution depends on factors outside the Platform’s control, such as the Buyer’s browser cookie settings, ad blockers, and the correct configuration of the link by the Affiliate.
VII.XII As Merchant of Record, Mundpay is responsible for determining, collecting, and remitting applicable consumption taxes (including Sales Tax, VAT, and GST) on end-customer transactions processed through the Platform, in accordance with the laws of the jurisdictions in which such taxes arise. This responsibility is strictly limited to taxes imposed on the end-customer transaction and does not extend to any income tax, corporate tax, withholding tax, or any other tax obligations of the Supplier or Affiliate.
Mundpay shall comply with applicable regimes in the United States, the European Union (EU), Estonia, and any other relevant jurisdictions governing consumption-tax collection, including registration, reporting, and remittance requirements. Mundpay is not responsible for taxes arising from the Supplier’s or Affiliate’s independent business activities or separate nexus positions.
VII.XIII Without prejudice to other obligations set forth in this Agreement and in its General Terms of Use, Mundpay commits to: (i) providing the technological infrastructure for commercializing Digital Products through secure connections and encryption protocols consistent with financial market standards; (ii) acting as a Merchant of Record, leveraging regulated payments and banking partners for processing domestic and international transactions in compliance with card network rules and applicable laws; (iii) maintaining technical support channels for the Supplier regarding Platform functionality; and (iv) remitting net balances due to the Supplier, subject to the holds, settlement timelines, and security reserves established in this Agreement.
CLAUSE VIII – INDEMNIFICATION AND USER LIABILITY
VIII.I The User, as Supplier or Affiliate, agrees to indemnify and hold harmless Mundpay for any losses, damages (direct or indirect), operational costs, reasonable attorneys’ fees, as well as administrative fines, acquirer or card network penalties, audits, judicial or extrajudicial litigation, consumer complaints, fraud, or violations of third-party rights caused by their action or omission, or by non-compliance with the obligations set forth herein.
VIII.II The indemnification obligation includes amounts related to chargebacks, card network fines, arbitration costs, investigation expenses, and reasonable attorneys’ fees. This obligation shall survive the closure of the account and remain fully enforceable until all pending liabilities are fully satisfied.
VIII.III All intellectual property rights related to Mundpay are its exclusive property, including but not limited to the Platform software, systems, source code, algorithms, databases, interfaces, layouts, design, visual identity, operational workflows, proprietary technologies, trademarks, trade names, establishment titles, domains, logos, content, institutional materials, and all other intangible assets, whether registered or not.
VIII.IV Access to and use of the Platform does not constitute any assignment, transfer, or permanent licensing of any rights, and is limited solely to the permissions strictly necessary for regular use of the Services.
VIII.V It is expressly prohibited to reproduce, modify, adapt, translate, distribute, publish, display, license, commercialize, economically exploit, reverse engineer, decompile, or otherwise misuse any of Mundpay’s intellectual property assets.
VIII.VI Any conduct by the Supplier that violates the provisions of this Agreement, Mundpay’s General Terms of Use, or Compliance Policies may result, at Mundpay’s sole discretion, in the following penalties: (i) Content Removal: Immediate removal of specific Digital Products that infringe Platform rights or rules; (ii) Access Suspension: Temporary blocking of account features for investigation, without prejudice to balance holds; (iii) Permanent Deactivation (Ban): Definitive cancellation of the Supplier’s registration on the Mundpay Platform; (iv) Balance Hold: Full freeze of the Virtual Account balance for up to 120 (one hundred twenty) days to cover losses, card network operational fines, and Buyer reimbursements; (v) Balance Forfeiture as Liquidated Damages: In cases of confirmed fraud, simulated transactions, or money laundering, funds may be permanently withheld as compensatory damages, without prejudice to civil and criminal legal action.
VIII.VII If a product is removed for violation, Mundpay will immediately cease new sales. Any amounts already generated by such content will be held until the absence of chargeback risk or damage to third parties is established.
CLAUSE IX – ACCOUNT CLOSURE, BLOCKING, AND FINAL HOLDS
IX.I Mundpay may unilaterally close a User’s account upon identifying elevated risk, irregular practices, excessive chargebacks, deceptive advertising, violations of internal policies, documentary discrepancies, or any conduct that compromises the financial security and reputational integrity of the ecosystem.
IX.II Following closure, all balances will remain held for the period necessary to cover ongoing disputes, settle financial risks, and complete internal audits. This period may extend beyond 120 days whenever the nature of the risk so requires.
IX.III Applicable penalties for misuse of the Mundpay Platform, violation of these Terms of Use, related Policies, applicable law, or assumed contractual obligations include suspension, blocking, and deletion of the User’s account and/or associated products. Such measures may be adopted preventively or definitively, individually or cumulatively, at Mundpay’s sole discretion, whenever conduct representing operational, financial, regulatory, reputational, or legal risk to the Platform, its users, or third parties is identified. Where appropriate, the User will be afforded an opportunity to respond and remediate.
IX.IV If the account is deactivated due to a contractual violation, all active listings and checkout links will be automatically cancelled, and the User will forfeit any right to bonuses or compensation.
CLAUSE X – FEES, CHARGES, AND TAXES
X.I Mundpay reserves the right to issue proactive refunds directly to Buyers, at its sole discretion, whenever it identifies an imminent risk of harm to account health or the need to maintain the chargeback rate below the prudential threshold of 1% (one percent).
X.I.I The full amount of any refunds issued, plus applicable fraud alert service fees (including but not limited to Ethoca/Mastercard alerts at USD $15.00 per occurrence), will be automatically debited from the Supplier’s Virtual Account without prior consent.
X.II For software licensing, payment intermediation, and risk management services, Mundpay will retain fees and charges on the gross value of approved transactions.
X.III Processing fees and fixed charges are established at the time of registration and may vary based on transaction volume and the Supplier’s risk profile.
X.III.I The Supplier will bear a fixed fee of USD $15.00 (fifteen U.S. dollars) per fraud alert received, to cover the operational costs of the security bureaus.
X.IV The Supplier irrevocably authorizes the automatic deduction of all fees, affiliate commissions, and third-party charges prior to the release of net balances to their Virtual Account.
X.V Mundpay may modify its fee schedule upon 30 (thirty) days’ prior written notice. Continued use of the Platform after this period constitutes acceptance of the new terms.
CLAUSE XI – GOVERNING LAW, JURISDICTION, AND ARBITRATION
XI.I This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be New York, New York. The User expressly waives any right to a jury trial.
XI.I.I Notwithstanding the foregoing, either Party may seek provisional injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
XI.II For Users domiciled exclusively in Brazil, Brazilian law shall apply to disputes arising exclusively from Brazilian operations, and the courts of the City of Rio de Janeiro, State of Rio de Janeiro, Brazil shall have exclusive jurisdiction, without prejudice to Mundpay’s right to seek provisional or emergency relief in any jurisdiction as necessary to protect its interests.
CLAUSE XII – NOTICES
XII.I All official communications between Mundpay and the User shall be made exclusively through the Platform’s internal channels, the administrative dashboard, or the institutional email address designated by the company. Communications sent through other means shall not be considered valid unless expressly acknowledged by Mundpay.
IN WITNESS WHEREOF, the Parties have electronically agreed to this Agreement as of the date of acceptance on the Platform.