This Part H only applies to the peer-to-peer transactions ("P2P") services, offered to you exclusively by RedotX Panama.
71. P2P SERVICES - GENERAL
71.1 RedotX Panama may allow, at its sole discretion, your access to and use of P2P Services, in certain Digital Assets as set out in the Site or App from time to time, in accordance with these terms. Such P2P Services are provided by RedotX Panama. By enabling the P2P Services on the Site or the App and pressing ["accept the terms and conditions relating to the P2P Services"], you acknowledge and agree that you have read and understood these terms, together with any additional documents or terms referred to in these terms, and you will be bound by and will comply with these terms in relation to the P2P Services, as updated and amended from time to time. If you do not understand and accept these terms in their entirety, you should not use the P2P Services.
71.2 P2P Services offered to you exclusively by RedotX Panama is a service that allows Users to directly trade Digital Assets with other Users. You may trade on P2P platform ("P2P Platform") to buy or sell Digital Assets as a maker ("Maker") or a taker ("Taker"):
(a) As a Maker, you may publish an advertisement ("Advertisement") on the P2P Platform to buy or sell Digital Assets to provide an offer ("Offer") viewable by other P2P Users.
(i) An Advertisement shall include, at a minimum, the following:
(A) purchase or sale;
(B) the type of Digital Assets that you would like to trade;
(C) the type of fiat currency you would like to trade for the Digital Assets;
(D) total amount of Digital Assets to be purchased or sold;
(E) the price that you would like to trade for your Digital Assets, which can be a fixed price or floating price;
(F) the order limit, which shall be the maximum or minimum transaction size required in terms of Digital Assets or fiat currency ("Order Limit");
(G) payment window, which shall be the time period for transaction completion, ranging from 15 minutes to 6 hours ("Payment Window");
(H) the preferred payment method that you would like to use;
(I) user name; and
(J) any other applicable terms and conditions for your Offer.
(ii) In consideration for the use of P2P Platform, we may charge Advertisement fees as set out on our fee structure page on the Site or the App. We may adjust the fees at our sole discretion from time to time.
(b) As a Taker, you may, in the following methods, select an Offer to an Advertisement from a Maker:
(i) User Selection: the Taker may, from the Advertisement list of the P2P Platform, use a filter function to select the applicable Digital Assets, type of fiat currency and payment method;
(ii) Quick Purchase: the Taker may enter the amount of Digital Assets they are willing to purchase or sell, and the P2P Platform will filter (but not suggest or automatically match) any Offers from Advertisements from Makers which fulfil the Taker's specific requirements; or
(iii) Large-sized Over-the-Counter ("OTC") Transactions: The method is the same as "User Selection" method, but for transactions that exceeds US$10,000 in size, and better pricing will be provided.
(iv) For the avoidance of doubt, RedotX Panama does not automatically match a Maker's Offer with a Taker. Should a Taker be able to buy and sell Digital Assets the amount of which exceeds that offered by one Maker, RedotX Panama and the P2P Platform will not, in this same transaction, automatically match the Taker with another Offer from another Ad.
(c) As a Taker, you must use a payment method supported by the Advertisement for which you are selecting an Offer and you must be able to comply with the terms and conditions determined by the Maker. In consideration for the use of P2P Platform, we may charge Taker fees as set out on our fee structure page on the Site or the App. We may adjust the fees at our sole discretion from time to time.
(d) You may either be a buyer ("Buyer") or a seller ("Seller") of Digital Assets on the P2P Platform regardless of whether you are acting as a Maker or a Taker.
(e) We may require you to satisfy certain eligibility criteria to be able to publish an Advertisement on the P2P Platform, as may be amended by RedotX Panama from time to time.
(f) You understand, acknowledge and agree that by selecting an Offer from an Advertisement by a Maker on the P2P Platform, this does not in itself form or result in an acceptance of the Offer or binding contract and is merely an agreement to agree. The actual acceptance of the Offer is done by a Buyer's payment of fiat currency through the payment method outside of the P2P Platform and not through the P2P Platform. RedotX Panama will merely, from a technological perspective, lock the amount of Digital Assets indicated in the Offer in a smart contract ("Smart Contract") (which can be transferred from the Custodian Account) until both parties of the transaction confirm successful completion of the fiat currency transfer to be performed in consideration of the Digital Assets, which shall be the actual acceptance of the Offer. Technically, the relevant Digital Assets are locked in the Smart Contract which is a technological solution provided by the P2P Platform, but the P2P Platform does not legally or beneficially own and cannot access or manage such Digital Assets at its own discretion. You understand that the locked amount of Digital Assets cannot be used in any way whatsoever unless the Offer is cancelled or the Digital Assets are released to the Buyer upon confirmation of the Fiat Currency transfer by both the Buyer and the Seller.
(g) You understand, acknowledge and agree that as a Maker, you shall provide and maintain with RedotX Panama a deposit in such amount, form, and manner as may be prescribed by RedotX Panama from time to time (the “Maker Deposit”). The Maker Deposit shall constitute security for the Maker’s full and timely compliance with (i) all Applicable Laws, and (ii) all rules, policies, and procedures as may be imposed by RedotX Panama in connection with the P2P Services. RedotX Panama shall have the right, in its sole discretion and without prior notice, to freeze, apply, set off, or deduct all or any portion of the Maker Deposit (x) in satisfaction of any losses, damages, liabilities, penalties, or costs incurred or sustained by RedotX Panama arising out of or in connection with the Maker’s breach of the foregoing obligations,and/or (y) as liquidated damages in such amount as RedotX Panama may reasonably determine in the event of any breach by the Maker of the foregoing obligations, provided that the Maker acknowledges and agrees that such liquidated damages represent a genuine pre-estimate of the loss likely to be suffered by RedotX Panama and are fair and reasonable in the circumstances and shall not be deemed as a penalty.
(h) You understand, acknowledge and warrant expressly that you will not use P2P Services in the course of business.
71.3 RedotX Panama is not a party to any P2P transaction that you may enter into on P2P Platform as you will be directly trading with other Users. RedotX Panama does not have any control whatsoever over the trading amount, price, payment method, Order Limit, Payment Window and terms and conditions of each Advertisement as they are entirely set by the Maker at its own discretion. Neither RedotX Panama nor the P2P Platform holds custody or otherwise be involved in the fiat currency transaction. RedotX Panama only facilitates the transactions entered into on P2P Platform as described in clause 71.2(f) above.
72. CHOICE OF PAYMENT METHOD
72.1 Payment methods available on the P2P Platform are displayed as options available to Users to perform the fiat currency transfer in consideration of the trade of the Digital Assets, including through the relevant User’s Custodian Account. Unless expressly provided otherwise, RedotX Panama does not have any form of relationship or affiliation with the payment methods listed on the P2P Platform. Availability of a payment method on P2P Platform shall not be construed as a recommendation, vetting or endorsement by RedotX Panama.
72.2 To be able to trade on P2P Platform, each Maker must indicate one or multiple payment method(s) for their Ads, which must be a payment method available in the P2P Platform and each Taker selecting the Offer to such Advertisement must agree to use one of the payment method(s) indicated by the Maker for the fiat currency transfer to be completed in consideration of the trade of the Digital Assets.
72.3 Each party trading on the P2P Platform must have a payment method with an account owner name that is identical to the name appearing on their Account, as confirmed during the identity verification process. It is prohibited to use any payment method where the account owner name is not identical to the name appearing on your Account. RedotX Panama reserves the right to suspend or terminate your access to the P2P Platform if it is identified that you used a payment method with an account owner name that is not identical to the name appearing on your Account.
72.4 You understand and agree that by selecting an Offer to an Advertisement on the P2P Platform either as a Buyer or a Seller, you authorise RedotX Panama to display your username/ merchant name and share your full name as confirmed in the identity verification process of your Account with the counterparty User that you are trading with.
72.5 If you are a Buyer, you are required to make the fiat currency transfer in consideration of such Digital Assets after selecting the Offer within the Payment Window indicated in the Ad. The fiat currency to be transferred to the Seller will not be deducted by RedotX Panama, and you are solely responsible for making the transfer yourself outside of the P2P Platform, using one of the payment methods indicated in the Ad. Once you complete the fiat currency transfer, you are required to confirm such transfer by clicking the “[transfer confirmation]” button. You may lose access to all or part of the P2P Platform in case you repetitively cancel selection of Offers after placing them or in case your selection is getting cancelled automatically due to your failure to make fiat currency transfer within the Payment Window.
72.6 If you are a Seller, you are solely responsible for verifying the fiat currency transfer made by the Buyer in consideration of the Digital Assets and for providing instruction to RedotX Panama to release the Digital Assets for which an Offer was selected by a Buyer. To release such Digital Assets, you should click “[confirm release]” after you fully receive the fiat currency payment from the Buyer. We recommend you to confirm the release of Digital Assets within fifteen (15) minutes, and in any case within a reasonable period of time upon receiving the fiat currency payment from the Buyer in full. By clicking “[confirm release]” you are confirming that you successfully received the fiat currency transferred from the Buyer and you are instructing RedotX Panama to release Digital Assets held in smart contract to the Buyer's Account for completion of the transaction. This action is final and cannot be reversed. To avoid financial loss, do not confirm release of the Digital Assets under any circumstances before you ensure that you received from the Buyer the corresponding fiat currency in full. All payments are final upon completion, unless otherwise required by law. In case the account holder information of the Buyer that you see on the payment method through which the fiat currency transfer was made is inconsistent with the User’s verified identity information appearing on the P2P Platform, you should not release the Digital Assets and make a refund of any fiat currency that you may have received. You may lose access to all or part of the P2P Platform in case you repetitively fail to confirm release of Digital Assets in a timely manner despite receipt of the fiat currency transfer from the Buyer.
72.7 By trading on the P2P Platform, the Buyer agrees to bear all fees or charges imposed by the payment service provider of the payment method selected by the parties in consideration for the transfer of fiat currency from the Buyer to the Seller ("Transfer Fees") to be made in consideration of the Digital Assets, unless the Seller has explicitly agreed to bear such additional fees or costs. Therefore, the fiat currency to be transferred by the Buyer as consideration of the traded Digital Assets must be inclusive of any Transfer Fees to ensure that the Seller receives the full fiat currency amount as appearing in the Offer (e.g. if the order amount is US$10,000, and an additional US$5 is charged by the payment service provider of the selected payment method, US$10,005 should be paid by the Buyer, instead of US$10,000). In case such Transfer Fees are charged by the respective payment service provider to the Seller, the Seller should clearly disclose them in the Advertisement (if the Seller is the Maker) or provide the Buyer the proof of such Transfer Fees in prior (if the Seller is the Taker).
73. WITHDRAWAL WAITING PERIOD
73.1 You may be subject to a waiting period between 24 to 48 hours to withdraw the Digital Assets that you purchased on the P2P Platform in case you have been trading with certain fiat currencies, as may be determined by RedotX Panama in its sole discretion. The waiting period shall start upon the release of the Digital Assets to you. Any other trading activity you may perform with your Account will not be affected during the withdrawal waiting period.
74. APPEAL PROCEDURE
74.1 As RedotX Panama is not a party to the P2P transactions between the Buyer and the Seller, RedotX Panama has neither the right nor the obligation to resolve any disputes between the Buyer and the Seller and is not liable for any loss you may incur in connection with a completed payment.
74.2 However, in case of a conflict during a trade on the P2P Platform that the parties cannot solve by directly contacting each other through the chat service made available by RedotX Panama, RedotX Panama offers both parties the opportunity to file an appeal. You understand and agree that the appeal mechanism offered by RedotX Panama is not a representation, undertaking, or guarantee from RedotX Panama in any way whatsoever to resolve the disputes between the parties and has the sole purpose of offering a mediation channel to the Users. RedotX Panama reserves the right to suspend or terminate access to the P2P Platform for Users who are uncooperative during the appeal process. You may lose access to all or part of P2P Services in case an Advertisement that you have posted has multiple ongoing appeals.
74.3 RedotX Panama hereby reserves the right of following any final interpretations and judgments for the sanctioning of appeal cases issued by the competent court, arbitral tribunal or any other means selected by the parties to the dispute to resolve it. Reopening of appeals will be determined at the sole discretion of RedotX Panama on a case-by-case basis.
75. USERNAMES AND COMMUNICATIONS BETWEEN USERS
75.1 You shall not include the name “RedotPay”, names of any banks, payment service providers or any other wordings that may be misleading or sensitive in your username.
75.2 You shall not share any personal information, social network details or other contact information in the terms and conditions for an Ad, when using the [chat service] or in any other way when trading with other Users on the P2P Platform.
76. SUSPICIOUS TRADING BEHAVIOUR
76.1 You acknowledge that our decision to take certain actions, including limiting, suspending, or terminating your access to the P2P Services may be based on confidential criteria that are essential to our risk management and security protocols, including but not limited to circumstances in which we are unable to provide you with information about the reasons for such limitation, suspension or termination, whilst an investigation is ongoing (by us and/or a third party such as the police). You agree that RedotX Panama is under no obligation to disclose the details of its risk management and security procedures to you.
76.2 We will restore your access to the P2P Services as soon as possible once the reasons for the suspension no longer exist. However, we are under no obligation to notify you if and when such suspension will be lifted
77. Risk Disclosures
77.1 You acknowledge that Digital Asset prices can be volatile. These fluctuations may affect the value of Digital Assets you buy or sell on the P2P Platform, which may be lower or higher at the time of and after completion of the transaction. You are solely responsible for your investment decisions and RedotX Panama is not liable for any losses you may incur.
77.2 You agree that, if any balances or other amounts are incorrectly or erroneously transferred (as detected by RedotX Panama in our reasonable discretion) or alleged to have been incorrectly or erroneously transferred, to your Account via a P2P transaction, and/or if there are any fraudulent activities in connection with the relevant transaction, we reserve the sole right to claw-back or reverse any such balance, amount, or transaction (in each case in our reasonable discretion and subject to any mandatory provisions of any applicable laws).
78. GOVERNING LAW AND DISPUTE RESOLUTION
78.1 Part H of these Terms shall be governed by and construed in accordance with the laws of Panama. Any dispute arising under or in connection with Part H of these Terms shall be resolved by the competent courts of the Republic of Panama.
78.2 All notifications and/or communications to be made to RedotX Panama for the provision of the P2P Services under these Terms must be made in writing to the email address indicated below: Email: legal@redotpay.com. To the extent a notice and/or communication is required to be delivered to a User's physical address, RedotX Panama may deliver the same to the User's physical address that is provided to and on file with RedotX Panama and the User has the obligation to update its record with RedotX Panama from time to time.
78.3 RedotX Panama may assign its contractual position, these Terms, and/or any of the rights and obligations arising hereunder to any of its affiliates, controlling and/or controlled companies, or to a third party. The User hereby gives his or her consent to any and all of the aforementioned transactions. Unless expressly consented to in writing by a duly authorized representative of RedotX Panama, the User may not assign his or her contractual position, this agreement, or any of the rights or obligations arising hereunder to any third party.
