Terms of Service

3.1 Account Creation

Accounts are created and managed through Clerk, our identity provider. You must provide accurate and complete information during registration, including a valid business email address. You may create an Organization within the Platform to manage team members and shared resources.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You must immediately notify us of any unauthorized access to your account. We strongly recommend enabling multi-factor authentication (MFA). You are liable for all activities conducted through your account.

3.3 Organization Accounts

If you create an Organization, you represent that you have the authority to bind that organization to these Terms. Organization administrators are responsible for managing member access, permissions, and ensuring all members comply with these Terms.

4.1 Invoice Submission

You may submit invoices for factoring by uploading PDF documents through the Platform. You represent and warrant that each submitted invoice:

• Is genuine, accurate, and reflects a bona fide business transaction
• Has not been previously factored, pledged, or assigned to any third party
• Is not subject to any dispute, offset, or counterclaim with the buyer
• Represents goods or services that have been delivered or performed in full

4.2 Advance Rates & Disbursement

Upon approval of an invoice, SagaPay will advance a percentage of the invoice face value (the “Advance Rate”). Advance Rates are determined by our AI risk assessment engine and may vary based on:

• Invoice amount, currency, and payment terms
• Buyer creditworthiness and payment history
• Industry risk factors and economic conditions
• Your organization's historical performance on the Platform

Typical Advance Rates range from 80% to 95% of the invoice face value. The remaining balance (less fees) is released upon buyer payment of the original invoice.

4.3 Repayment & Recourse

Factoring through SagaPay is provided on a recourse basis. If the buyer fails to pay the invoice within the agreed payment terms plus a 30-day grace period, you are responsible for repaying the advanced amount plus accrued fees. We reserve the right to debit outstanding balances from future factoring disbursements.

5.1 Automated Invoice Extraction

Uploaded invoices are processed by our AI engine powered by OpenAI GPT-4o (text and vision models) to extract structured financial data. This automated extraction is designed to be accurate but may contain errors. You are responsible for reviewing and confirming the accuracy of extracted data before factoring approval.

5.2 AI Risk Scoring

Our platform uses machine learning algorithms to compute risk scores for each invoice. These scores are advisory and influence advance rates, fees, and approval decisions. Risk scores are generated based on financial parameters, historical data patterns, and market conditions.

5.3 Human-in-the-Loop Approval

5.4 AI Limitations Disclaimer

AI-generated analyses, risk scores, and data extractions are provided “as-is” without warranty of accuracy or completeness. SagaPay does not guarantee that AI outputs are free from errors, biases, or hallucinations. Users should independently verify all AI-generated data before making financial decisions based upon it.

6.1 Tokenization

When live, approved invoices will be tokenized as ERC-3643 compliant security token NFTs on the Neon EVM (Solana). Token transfers are restricted to KYC-verified wallets only, enforced by on-chain compliance modules.

6.2 Immutability

Blockchain transactions are irreversible and immutable. Once a transaction is recorded on-chain, it cannot be modified, cancelled, or reversed. You acknowledge this fundamental property of blockchain technology and accept the associated risks.

6.3 Wallet Responsibility

You are solely responsible for maintaining access to your blockchain wallet(s) and private keys. SagaPay is not a custodial service and cannot recover lost wallet credentials or reverse transactions sent to incorrect addresses. Transactions sent to wrong addresses may result in permanent loss of funds.

6.4 Network Risks

Blockchain networks may experience congestion, outages, forks, or protocol changes beyond our control. SagaPay is not liable for delays, failures, or losses resulting from blockchain network issues, smart contract vulnerabilities, or changes to underlying protocol economics.

8.1 Verification Requirements

Before accessing factoring services, you must complete KYC/AML verification through our partner Didit. This includes:

• Government-issued photo identification of authorized representatives
• Proof of business registration and good standing
• Beneficial ownership disclosure (individuals holding ≥25% ownership)
• Sanctions and PEP (Politically Exposed Person) screening
• Source of funds documentation (for transactions above thresholds)

8.2 Ongoing Monitoring

We conduct ongoing transaction monitoring using automated AML rules and periodic re-verification. We may request additional documentation at any time. Suspicious activity is reported to relevant Financial Intelligence Units (FIUs) as required by law, without prior notification to you.

8.3 Account Restrictions

We reserve the right to suspend, restrict, or terminate your account at any time if:

• You fail to complete or pass KYC/AML verification
• Your verification status changes (e.g., sanctions designation)
• We detect suspicious or potentially fraudulent activity
• You refuse to provide requested additional documentation
• Regulatory or legal requirements mandate such action

9.1 Our Intellectual Property

The Platform, including its source code, AI models, risk algorithms, user interface designs, documentation, trademarks, logos, and all other intellectual property, are owned by SagaPay and protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for its intended purpose.

9.2 Your Content

You retain all ownership rights to the invoices, documents, and business data you submit to the Platform. By uploading content, you grant SagaPay a limited license to process, store, analyze, and transmit your content solely for the purpose of providing our services (including AI extraction, risk scoring, and tokenization).

9.3 Restrictions

You may not:

• Reverse engineer, decompile, or disassemble any part of the Platform
• Copy, modify, distribute, or create derivative works of the Platform
• Use automated scripts, bots, or scrapers to access the Platform
• Sublicense, resell, or lease access to the Platform to third parties
• Remove or alter any proprietary notices, labels, or markings

11.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@sagapay.one and attempt to resolve the dispute informally within 60 days.

11.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the English language. The seat of arbitration shall be Delaware, United States.

11.3 Class Action Waiver

YOU AND SAGAPAY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.

11.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

13.1 Termination by You

You may terminate your account at any time by contacting us at legal@sagapay.one. Termination does not release you from any outstanding obligations, including repayment of advanced amounts under active factoring agreements.

13.2 Termination by SagaPay

We may suspend or terminate your access to the Platform at any time, with or without cause, including but not limited to:

• Breach of these Terms or any applicable law
• Failure to maintain valid KYC/AML verification
• Submission of fraudulent or materially misleading invoices
• Non-payment of fees or outstanding factoring obligations
• Activities that threaten the security or integrity of the Platform

13.3 Effect of Termination

Upon termination: (a) your access to the Platform will be immediately revoked; (b) any outstanding factoring advances become immediately due and payable; (c) we will retain your data as required by law and our Privacy Policy; (d) on-chain records remain immutable and cannot be deleted. Sections 7, 9, 10, 11, and 12 survive termination.