Terms of use
Last updated: July 1, 2026
THESE TERMS OF USE ("Agreement") govern the access to and use of the exchange platform and related services ("Exchange") operated by Manerio Inc. at www.maner.io. Please read this Agreement carefully before using the Exchange. By accessing the Website or registering an Account, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety.
This Agreement does not constitute legal, tax, or financial advice. We do not act as your financial advisor. Prior to entering into any transaction, you should consult your independent professional advisors.
NOTICE — REVERSE SOLICITATION: Services provided through maner.io are made available on a reverse solicitation basis only. We do not actively market, advertise, or solicit clients in any jurisdiction. If you have independently found us and are reaching out on your own initiative, we may be able to provide services to you. Nothing on this Website constitutes an offer, advertisement, or solicitation directed at any person in any jurisdiction.
ARTICLE 1. PARTIES
1.1 The following entities are parties to this Agreement:
(a) Manerio Inc., a corporation incorporated under the laws of the Republic of Panama, Mercantile Folio No. 155763217, with registered office at Advanced Tower, 1st Floor, Office C-D, Ricardo Arias Street, Panama City, Republic of Panama (hereinafter "Manerio", "we", "us", or "our"), which operates the Exchange at www.maner.io; and
(b) Pay Lions GmbH, a limited liability company incorporated under the laws of Switzerland, company registration number CHE-162.544.982, with registered office at Gubelstrasse 11, 6300 Zug, Switzerland (hereinafter "Pay Lions"), which is an accepted member of VQF — Verein zur Qualitätssicherung von Finanzdienstleistungen, a FINMA-recognised Self-Regulatory Organisation ("SRO"), and operates in compliance with the Swiss Federal Act on Combating Money Laundering and Terrorist Financing (GwG). Pay Lions acts as the operational partner of Manerio in providing Services through maner.io.1.2 All services offered through www.maner.io are provided by Manerio Inc. in partnership with Pay Lions GmbH. References to "we", "us", or "our" in this Agreement refer to Manerio Inc. and, where applicable, Pay Lions GmbH jointly. References to "you" or "your" refer to the individual or legal entity accessing or using the Exchange.
ARTICLE 2. DEFINITIONS
2.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
"Account" means an account established in your name by Manerio for the purpose of using the Exchange and related Services, accessible via the Website or other means determined by us from time to time.
"Agreement" means these Terms of Use, together with the Privacy Policy, any fee schedules, addenda, and other documents expressly incorporated herein by reference, as amended from time to time.
"AML/CTF Requirements" means any Applicable Law relating to anti-money laundering, counter-terrorist financing, bribery, corruption, tax evasion, fraud, trafficking, slavery, proliferation financing, sanctions evasion, or related financial crime.
"Applicable Law" means all applicable statutes, regulations, rules, orders, decrees, court judgments, regulatory requirements, guidelines, and binding directives of any Government Agency having jurisdiction over the subject matter of this Agreement or either party, including AML/CTF Requirements.
"Authorised Person" means any individual or entity authorised by you, and approved by us, to provide Instructions, operate your Account, or take other actions in connection with this Agreement on your behalf.
"Available Balance" means the total value of your Virtual Assets in your Account after deducting amounts placed on Hold in respect of Open Orders and applicable Fees.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Panama or Switzerland.
"Eligible Virtual Asset" means a Virtual Asset approved by Manerio for use on the Exchange that is not associated with any Proscribed Address, Proscribed Person, or suspicious or illicit activity, as determined by us in our sole discretion.
"Event of Default" means any event specified in this Agreement as giving rise to our right to terminate the Agreement immediately upon notice.
"Exchange" means the virtual asset exchange platform operated by Manerio at www.maner.io.
"Fees" means all fees, charges, and costs imposed by us for the use of the Exchange and/or Services, as published on the Website from time to time.
"Fiat Currency" means any asset that constitutes legal tender in a country or territory and is customarily used and accepted as a medium of exchange in its country of issue.
"Force Majeure Event" means any event beyond our reasonable control that prevents or materially delays performance of our obligations, including acts of God, war, terrorism, civil unrest, regulatory changes, cyberattacks, system failures, epidemics, or pandemics.
"Fork" means a change in the operating rules of the underlying protocol of a Virtual Asset resulting in multiple versions, material changes in value or function, or new derivative assets.
"Government Agency" means any governmental, regulatory, judicial, administrative, or quasi-governmental body or authority.
"Instructions" means any instruction provided by you or your Authorised Person to Manerio in connection with the Exchange, your Account, or any Services.
"Intellectual Property Rights" means all present and future intellectual property rights of any nature, including patents, copyright, trademarks, service marks, trade names, domain names, know-how, and all registrations and applications therefor.
"Loss" means any direct, indirect, special, consequential, or incidental loss, damage, expense, claim, liability, fine, penalty, or cost of any kind.
"Order" means an instruction submitted to the Exchange to buy or sell a specified quantity of a Virtual Asset at a specified price.
"Privacy Policy" means our privacy policy published at www.maner.io/privacy-policy, as amended from time to time.
"Proscribed Address" means any blockchain address appearing on a sanctions list maintained by the United Nations, OFAC, the European Union, or any other Government Agency.
"Proscribed Person" means any person appearing on a sanctions list maintained by any relevant Government Agency, or who is in breach of any AML/CTF Requirements.
"Sanctions" means economic sanctions laws, regulations, embargoes, and restrictive measures administered by the United Nations, the United States of America, the European Union, Switzerland, or any other applicable authority.
"Services" means the Exchange and all related features, content, tools, and applications made available through the Website.
"Virtual Asset" means any digital asset expressed as a unit, capable of being transferred and traded on a peer-to-peer basis, and approved by Manerio for use on the Exchange, excluding Fiat Currencies.
"Wallet" means any virtual asset wallet provided to you by Manerio in connection with your Account.
"Website" means www.maner.io and all related subdomains and components.2.2 In this Agreement, unless the context otherwise requires:
(a) references to the singular include the plural and vice versa;
(b) references to a person include any individual, corporation, partnership, unincorporated association, or Government Agency;
(c) headings are for convenience only and shall not affect interpretation;
(d) the words "include", "including", and "in particular" are illustrative and shall not limit the generality of the preceding words; and
(e) in the event of any inconsistency between the English version and any translation of this Agreement, the English version shall prevail.
ARTICLE 3. NATURE OF THE AGREEMENT
3.1 These Terms of Use set out the entire agreement between you and us in respect of your use of the Exchange and supersede all prior representations, agreements, and understandings relating thereto.
3.2 Each Order submitted and each transaction entered into under this Agreement is done so in reliance upon the fact that this Agreement forms a single and indivisible agreement between you and us.
3.3 Nothing in this Agreement creates or shall be deemed to create any fiduciary, trustee, advisory, custodial, agency, partnership, or joint venture relationship between you and Manerio or Pay Lions. We do not provide legal, investment, tax, or financial advice. You are solely responsible for your own decisions regarding the Exchange.
3.4 If you have any questions concerning this Agreement, you should seek appropriate independent professional advice before using the Exchange.
ARTICLE 4. ACCOUNTS
4.1 Application
To access the Exchange and Services, you must submit an application through the Website and provide such information and documents as we may reasonably require for the purposes of KYC/AML compliance and verification of eligibility. All information provided must be complete, accurate, up-to-date, and submitted in the English language, or accompanied by a certified English translation. We reserve the right to refuse any application in our absolute discretion and without providing reasons. By submitting an application, you authorise us to conduct electronic identity verification checks, whether directly or through third-party service providers.
4.2 Account Requirements
You must promptly supply, and thereafter keep current, all information, documentation, and authorisations required by us for the purposes of KYC/AML compliance and fulfilment of our obligations under Applicable Law. You must notify us immediately in writing of any material change in any information previously provided.
4.3 Access and Security
You are solely responsible for maintaining the confidentiality of your login credentials and access methods. You must comply with all security and authentication procedures specified by us from time to time. You must notify us immediately upon becoming aware of any unauthorised access to or use of your Account.
4.4 Nature of Account
Your Account is established and maintained solely for the purpose of providing the Exchange and Services and recording Virtual Asset movements. An Account does not constitute a bank account, deposit account, custody account, stored value facility, or any equivalent financial product. We owe no fiduciary duty to you in connection with your Account.
4.5 Authorised Persons
You may appoint Authorised Persons to operate your Account by providing us with appropriate account operating authority in a form acceptable to us. You are wholly responsible for ensuring that all Authorised Persons comply with this Agreement and for all acts and omissions of such Authorised Persons.
ARTICLE 5. CUSTODY OF VIRTUAL ASSETS
5.1 Grant to Manerio
In consideration of your use of the Exchange and related Services, you grant Manerio and/or its affiliates such rights over Virtual Assets recorded in your Account or Wallet ("On-Exchange Assets") as are necessary to provide the Services in accordance with this Agreement.
5.2 Acknowledgements
You acknowledge and agree that:
(a) Manerio may hold On-Exchange Assets in such wallets and with such facilities as it considers appropriate in its sole discretion;
(b) your rights in relation to On-Exchange Assets are limited to a contractual entitlement to receive an equivalent amount and type of Virtual Assets for use on the Exchange or upon authorised withdrawal;
(c) Virtual Assets held by us do not benefit from the same protections as traditional bank deposits or regulated financial instruments; and
(d) in extreme circumstances, including insolvency, cyberattack, or regulatory action, a total loss of On-Exchange Assets may occur.
5.3 Mandatory Custodial Requirements
Where Applicable Law requires that assets be held in a specific capacity on your behalf, we shall comply with such mandatory requirements to the extent of any inconsistency with the foregoing provisions of this Article 5.
ARTICLE 6. INSTRUCTIONS
6.1 Authority
You authorise us to accept and act upon Instructions from you or any Authorised Person without further enquiry as to the authority of the person purportedly giving such Instructions. Instructions are irrevocable once given and shall be binding upon you.
6.2 Electronic Instructions
Instructions given in electronic form shall be treated as equivalent to written originals. You accept all risks associated with the electronic transmission of Instructions, including risks of delay, corruption, interception, or unauthorised access.
6.3 Refusal of Instructions
We reserve the right to refuse, cancel, or reverse any Instruction, without prior notice and without giving reasons, where:
(a) compliance with the Instruction would, in our reasonable opinion, constitute or facilitate a breach of Applicable Law;
(b) you are, or appear to us to be, a Proscribed Person, or the transaction involves a Proscribed Address;
(c) an Event of Default has occurred and is continuing;
(d) the Instruction is ambiguous, incomplete, or would constitute a prohibited transaction; or
(e) there are insufficient Eligible Virtual Assets in your Account to satisfy the Instruction.
ARTICLE 7. PAYMENTS, FEES AND TAXES
7.1 General
We may, acting in good faith, decline to accept or facilitate any transfer of Virtual Assets that are not Eligible Virtual Assets or that would otherwise give rise to a breach of Applicable Law. We will notify you as soon as reasonably practicable of any such refusal.
7.2 Tax Obligations
You are solely responsible for determining, withholding, reporting, and remitting all applicable taxes arising from your use of the Exchange and any transactions conducted thereunder. We are under no obligation to determine, calculate, or remit any taxes on your behalf. Your transaction history is available through the Website.
7.3 Set-off
We may set off any amount you owe us against any amount we owe you, whether or not the obligation is matured or contingent and irrespective of the currency or asset in which it is denominated. We may issue payment notices for Fees or other amounts owing; if unpaid within seven (7) Business Days, we may recover such amounts by debiting your Account.
ARTICLE 8. OPERATION OF THE EXCHANGE
8.1 Description
The Exchange enables you to acquire and dispose of Virtual Assets through your Account in accordance with the terms of this Agreement.
8.2 Availability
The Exchange is intended to be available on a 24-hour, 7-day basis, subject to planned maintenance, emergency downtime, and other operational requirements. We reserve the right to suspend, modify, or discontinue the Exchange or any feature thereof at any time, with or without notice, without incurring any liability to you.
8.3 Submission of Orders
Orders may only be submitted through the Website using the procedures we specify. Prior to submitting any Order, you must maintain a sufficient Available Balance to cover the full value of the Order and any applicable Fees. Upon submission, the relevant Virtual Assets shall be placed on Hold pending execution or cancellation of the Order.
8.4 Execution of Orders
Once submitted, an Order is binding on you and shall remain open until it is executed or cancelled. You may cancel an Order at any time prior to execution. We shall use reasonable endeavours to execute Instructions but do not guarantee execution within any particular timeframe.
8.5 Trading Limits and Controls
We may impose trading and position limits, controls, and restrictions on your use of the Exchange at any time without prior notice. We may decline to execute Orders or suspend your access to the Exchange to the extent necessary to ensure compliance with Applicable Law or our internal risk policies.
8.6 Calculation Agent
We act as calculation agent in respect of all executed Orders. All calculations are performed by us in our sole and reasonable discretion and, in the absence of manifest error, shall be final and binding upon you.
ARTICLE 9. ELIGIBILITY
9.1 You represent, warrant, and undertake that, at the time of application and on each occasion you use the Exchange, you:
(a) are at least eighteen (18) years of age and have full legal capacity to enter into binding agreements;
(b) are not a resident, citizen, or tax resident of the United States of America;
(c) are not located in, incorporated in, or subject to the laws of any territory subject to comprehensive OFAC sanctions, including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions;
(d) are not a Proscribed Person and are not acting on behalf of, or for the benefit of, a Proscribed Person;
(e) are not subject to any restriction, prohibition, or licensing requirement that would prevent you from using virtual asset services under Applicable Law; and
(f) are not currently the subject of any sanction, investigation, or enforcement action by any Government Agency in connection with financial crime or money laundering.
9.2 The restrictions set out in clauses 9.1(b) and 9.1(c) apply unconditionally and regardless of the manner in which you came to access the Exchange.
ARTICLE 10. REVERSE SOLICITATION
10.1 All services provided through maner.io are made available on a reverse solicitation basis. Manerio and Pay Lions do not actively market, advertise, or solicit clients in any jurisdiction. Nothing on this Website constitutes, or shall be construed as, an offer, invitation, advertisement, or solicitation directed at any person in any jurisdiction.
10.2 If you have independently identified maner.io and are contacting us on your own unsolicited initiative, we may be able to provide services to you. The fact that you have independently approached us constitutes the basis upon which engagement may proceed. We do not represent that our services are appropriate for, or available to, any particular person or jurisdiction.
10.3 Notwithstanding the foregoing, services are not available under any circumstances to the persons described in clauses 9.1(b) and 9.1(c), regardless of the manner in which such persons accessed or found the Exchange.
ARTICLE 11. AML/CTF COMPLIANCE AND PROHIBITED CONDUCT
11.1 Ongoing Compliance
You must at all times comply with this Agreement and all Applicable Law, including AML/CTF Requirements and financial crime regulations. You must contact us immediately and cease using the Exchange if you have reason to believe that you no longer satisfy the eligibility requirements set out in Article 9.
11.2 Prohibited Uses
You must not, and must not permit any third party to, use the Exchange or Services to:
(a) conduct, facilitate, or conceal money laundering, terrorism financing, fraud, or any other unlawful activity;
(b) circumvent or evade any Applicable Law, Sanctions, or regulatory requirement;
(c) engage in market manipulation, wash trading, spoofing, or any other deceptive trading practice;
(d) transfer, deposit, or deal in Virtual Assets that constitute or represent the proceeds of any criminal or unlawful activity;
(e) upload, transmit, or distribute viruses, malware, or other harmful code; or
(f) interfere with or compromise the integrity, security, or operation of the Exchange, the Website, or the accounts of other users.
ARTICLE 12. REPRESENTATIONS AND WARRANTIES
12.1 By making an application and on each occasion you submit an Order or otherwise use the Exchange, you represent and warrant to us that:(a) you satisfy all eligibility requirements set out in Article 9;(b) you are the sole beneficial owner of your Account and any Virtual Assets subject to this Agreement;(c) all information and documentation you have provided to us is, and shall remain, true, accurate, complete, and up-to-date;(d) you have full legal capacity and authority to enter into this Agreement and to submit Orders;(e) your use of the Exchange does not and will not breach any Applicable Law or any agreement to which you are a party;(f) you have adequate knowledge and experience in relation to Virtual Assets, blockchain technology, and the risks associated therewith;(g) you have made your own independent decision to use the Exchange and are not relying on any statement or representation made by us as investment, legal, tax, or financial advice; and(h) no Event of Default has occurred and no event has occurred which, with notice or lapse of time, would constitute an Event of Default.
12.2 You shall be deemed to repeat the representations and warranties in clause 12.1 each time you submit an Order, give an Instruction, or otherwise use the Exchange. You must notify us immediately if you become aware that any such representation or warranty is or becomes untrue or inaccurate in any material respect.
ARTICLE 13. INTELLECTUAL PROPERTY
13.1 The Exchange, Website, Services, and all related content, software, materials, and functionality ("Intellectual Property") are owned by Manerio, its licensors, or other intellectual property rights holders. All Intellectual Property Rights are reserved.
13.2 Subject to your compliance with this Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Website and Exchange solely for your own personal or internal business purposes. This licence does not permit you to copy, modify, distribute, reverse engineer, decompile, or otherwise exploit any Intellectual Property without our express prior written consent.
13.3 You must not engage in data mining, screen scraping, automated access, or any other form of systematic extraction of data from the Exchange or Website without our prior written approval.
ARTICLE 14. LIMITATION OF LIABILITY
14.1 Exclusion
To the maximum extent permitted by Applicable Law, and save in respect of loss or damage arising directly from our own gross negligence, fraud, or wilful misconduct, neither Manerio nor Pay Lions, nor their respective directors, officers, employees, agents, or service providers, shall be liable for any Loss arising in connection with:
(a) the inherent risks of trading or holding Virtual Assets, including price volatility, technological vulnerabilities, and regulatory developments;
(b) the availability, performance, or interruption of the Exchange, Website, or Services;
(c) any Force Majeure Event, cyberattack, hacking, or network failure;
(d) any act or omission of third-party service providers, custodians, or infrastructure participants;(e) any Instructions given by you or your Authorised Persons, whether authorised or not;
(f) unauthorised access to your Account arising from your failure to maintain adequate security measures;
(g) any change in Applicable Law or regulatory action affecting the Exchange or Virtual Assets; or
(h) any suspension, modification, or discontinuation of the Exchange or any feature thereof.This exclusion applies to all forms of Loss, whether or not such Loss was foreseeable or we had been advised of the possibility there of.
14.2 Cap on Liability
In no event shall the aggregate liability of Manerio and Pay Lions to you arising under or in connection with this Agreement exceed the total amount of Fees paid by you to Manerio in the twelve (12) calendar months immediately preceding the event giving rise to the relevant claim. In no event shall either party be liable for indirect, special, incidental, punitive, or consequential loss.
ARTICLE 15. INDEMNITY
15.1 You shall indemnify, defend, and hold harmless Manerio, Pay Lions, and their respective directors, officers, employees, agents, and service providers (each an "Indemnified Party") from and against any and all claims, demands, actions, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) your violation of any Applicable Law or the rights of any third party;
(b) your breach of any provision of this Agreement;
(c) any act, error, or omission by you or any Authorised Person in connection with your Account or Instructions; or
(d) the use of the Exchange or Services by you or any person accessing the Exchange through your Account.
15.2 This indemnity is unconditional, irrevocable, and shall survive the termination of this Agreement.
ARTICLE 16. AMENDMENTS
We reserve the right to amend any term of this Agreement at any time in our sole discretion. Amendments shall take effect immediately upon publication on the Website. Your continued use of the Exchange following publication of any amendment shall constitute your acceptance of the amended terms. Where we consider an amendment to be material, we shall endeavour to provide reasonable advance notice.
ARTICLE 17. SUSPENSION AND TERMINATION
17.1 We may suspend or terminate your Account and access to the Exchange with immediate effect upon notice, or without notice where urgency so requires, if:
(a) you breach any material provision of this Agreement;
(b) we are required to do so by Applicable Law or any Government Agency;
(c) we reasonably suspect that your Account is being used in connection with unlawful activity or by or on behalf of a Proscribed Person; or
(d) an Event of Default has occurred and is continuing.17.2 Termination shall not affect any rights or obligations that have accrued prior to the effective date of termination. All provisions of this Agreement that by their nature should survive termination — including Articles 13, 14, 15, 18, and 19 — shall continue in full force and effect.
ARTICLE 18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles.
18.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question as to its validity, interpretation, breach, or termination, shall be referred in the first instance to the parties for good-faith negotiation. If such dispute is not resolved within thirty (30) days of written notice, it shall be finally resolved by binding arbitration conducted in accordance with the Rules of the International Chamber of Commerce (ICC), with the seat of arbitration in Panama City, Republic of Panama. The arbitration shall be conducted in the English language by a sole arbitrator.
18.3 Nothing in this Article 18 shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.
ARTICLE 19. MISCELLANEOUS
19.1 Entire Agreement
This Agreement, together with the Privacy Policy and any fee schedules or addenda, constitutes the entire agreement between the parties in respect of the subject matter hereof and supersedes all prior representations, negotiations, and agreements.
19.2 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable under Applicable Law, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.
19.3 Waiver
No failure or delay by us in exercising any right or remedy under this Agreement shall constitute a waiver thereof. No waiver of any breach shall be construed as a waiver of any subsequent breach.
19.4 Assignment
You may not assign, transfer, or novate any of your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity upon written notice to you.
19.5 No Third Party Rights
This Agreement does not confer any rights on any third party. The parties do not intend that any term of this Agreement be enforceable by any person who is not a party to it.
19.6 Notices
All notices under this Agreement shall be in writing and sent to the contact details set out in Article 20. Notices to you shall be given via the email address registered to your Account or by prominent notice on the Website.
ARTICLE 20. CONTACT DETAILS
Manerio Inc.
Advanced Tower, 1st Floor, Office C-D
Ricardo Arias Street, Panama City
Republic of Panama
Pay Lions GmbH
Gubelstrasse 11, 6300 Zug Switzerland
Email: info@maner.io
Website: www.maner.io
THESE TERMS OF USE ("Agreement") govern the access to and use of the exchange platform and related services ("Exchange") operated by Manerio Inc. at www.maner.io. Please read this Agreement carefully before using the Exchange. By accessing the Website or registering an Account, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety.
This Agreement does not constitute legal, tax, or financial advice. We do not act as your financial advisor. Prior to entering into any transaction, you should consult your independent professional advisors.
NOTICE — REVERSE SOLICITATION: Services provided through maner.io are made available on a reverse solicitation basis only. We do not actively market, advertise, or solicit clients in any jurisdiction. If you have independently found us and are reaching out on your own initiative, we may be able to provide services to you. Nothing on this Website constitutes an offer, advertisement, or solicitation directed at any person in any jurisdiction.
ARTICLE 1. PARTIES
1.1 The following entities are parties to this Agreement:
(a) Manerio Inc., a corporation incorporated under the laws of the Republic of Panama, Mercantile Folio No. 155763217, with registered office at Advanced Tower, 1st Floor, Office C-D, Ricardo Arias Street, Panama City, Republic of Panama (hereinafter "Manerio", "we", "us", or "our"), which operates the Exchange at www.maner.io; and
(b) Pay Lions GmbH, a limited liability company incorporated under the laws of Switzerland, company registration number CHE-162.544.982, with registered office at Gubelstrasse 11, 6300 Zug, Switzerland (hereinafter "Pay Lions"), which is an accepted member of VQF — Verein zur Qualitätssicherung von Finanzdienstleistungen, a FINMA-recognised Self-Regulatory Organisation ("SRO"), and operates in compliance with the Swiss Federal Act on Combating Money Laundering and Terrorist Financing (GwG). Pay Lions acts as the operational partner of Manerio in providing Services through maner.io.1.2 All services offered through www.maner.io are provided by Manerio Inc. in partnership with Pay Lions GmbH. References to "we", "us", or "our" in this Agreement refer to Manerio Inc. and, where applicable, Pay Lions GmbH jointly. References to "you" or "your" refer to the individual or legal entity accessing or using the Exchange.
ARTICLE 2. DEFINITIONS
2.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
"Account" means an account established in your name by Manerio for the purpose of using the Exchange and related Services, accessible via the Website or other means determined by us from time to time.
"Agreement" means these Terms of Use, together with the Privacy Policy, any fee schedules, addenda, and other documents expressly incorporated herein by reference, as amended from time to time.
"AML/CTF Requirements" means any Applicable Law relating to anti-money laundering, counter-terrorist financing, bribery, corruption, tax evasion, fraud, trafficking, slavery, proliferation financing, sanctions evasion, or related financial crime.
"Applicable Law" means all applicable statutes, regulations, rules, orders, decrees, court judgments, regulatory requirements, guidelines, and binding directives of any Government Agency having jurisdiction over the subject matter of this Agreement or either party, including AML/CTF Requirements.
"Authorised Person" means any individual or entity authorised by you, and approved by us, to provide Instructions, operate your Account, or take other actions in connection with this Agreement on your behalf.
"Available Balance" means the total value of your Virtual Assets in your Account after deducting amounts placed on Hold in respect of Open Orders and applicable Fees.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Panama or Switzerland.
"Eligible Virtual Asset" means a Virtual Asset approved by Manerio for use on the Exchange that is not associated with any Proscribed Address, Proscribed Person, or suspicious or illicit activity, as determined by us in our sole discretion.
"Event of Default" means any event specified in this Agreement as giving rise to our right to terminate the Agreement immediately upon notice.
"Exchange" means the virtual asset exchange platform operated by Manerio at www.maner.io.
"Fees" means all fees, charges, and costs imposed by us for the use of the Exchange and/or Services, as published on the Website from time to time.
"Fiat Currency" means any asset that constitutes legal tender in a country or territory and is customarily used and accepted as a medium of exchange in its country of issue.
"Force Majeure Event" means any event beyond our reasonable control that prevents or materially delays performance of our obligations, including acts of God, war, terrorism, civil unrest, regulatory changes, cyberattacks, system failures, epidemics, or pandemics.
"Fork" means a change in the operating rules of the underlying protocol of a Virtual Asset resulting in multiple versions, material changes in value or function, or new derivative assets.
"Government Agency" means any governmental, regulatory, judicial, administrative, or quasi-governmental body or authority.
"Instructions" means any instruction provided by you or your Authorised Person to Manerio in connection with the Exchange, your Account, or any Services.
"Intellectual Property Rights" means all present and future intellectual property rights of any nature, including patents, copyright, trademarks, service marks, trade names, domain names, know-how, and all registrations and applications therefor.
"Loss" means any direct, indirect, special, consequential, or incidental loss, damage, expense, claim, liability, fine, penalty, or cost of any kind.
"Order" means an instruction submitted to the Exchange to buy or sell a specified quantity of a Virtual Asset at a specified price.
"Privacy Policy" means our privacy policy published at www.maner.io/privacy-policy, as amended from time to time.
"Proscribed Address" means any blockchain address appearing on a sanctions list maintained by the United Nations, OFAC, the European Union, or any other Government Agency.
"Proscribed Person" means any person appearing on a sanctions list maintained by any relevant Government Agency, or who is in breach of any AML/CTF Requirements.
"Sanctions" means economic sanctions laws, regulations, embargoes, and restrictive measures administered by the United Nations, the United States of America, the European Union, Switzerland, or any other applicable authority.
"Services" means the Exchange and all related features, content, tools, and applications made available through the Website.
"Virtual Asset" means any digital asset expressed as a unit, capable of being transferred and traded on a peer-to-peer basis, and approved by Manerio for use on the Exchange, excluding Fiat Currencies.
"Wallet" means any virtual asset wallet provided to you by Manerio in connection with your Account.
"Website" means www.maner.io and all related subdomains and components.2.2 In this Agreement, unless the context otherwise requires:
(a) references to the singular include the plural and vice versa;
(b) references to a person include any individual, corporation, partnership, unincorporated association, or Government Agency;
(c) headings are for convenience only and shall not affect interpretation;
(d) the words "include", "including", and "in particular" are illustrative and shall not limit the generality of the preceding words; and
(e) in the event of any inconsistency between the English version and any translation of this Agreement, the English version shall prevail.
ARTICLE 3. NATURE OF THE AGREEMENT
3.1 These Terms of Use set out the entire agreement between you and us in respect of your use of the Exchange and supersede all prior representations, agreements, and understandings relating thereto.
3.2 Each Order submitted and each transaction entered into under this Agreement is done so in reliance upon the fact that this Agreement forms a single and indivisible agreement between you and us.
3.3 Nothing in this Agreement creates or shall be deemed to create any fiduciary, trustee, advisory, custodial, agency, partnership, or joint venture relationship between you and Manerio or Pay Lions. We do not provide legal, investment, tax, or financial advice. You are solely responsible for your own decisions regarding the Exchange.
3.4 If you have any questions concerning this Agreement, you should seek appropriate independent professional advice before using the Exchange.
ARTICLE 4. ACCOUNTS
4.1 Application
To access the Exchange and Services, you must submit an application through the Website and provide such information and documents as we may reasonably require for the purposes of KYC/AML compliance and verification of eligibility. All information provided must be complete, accurate, up-to-date, and submitted in the English language, or accompanied by a certified English translation. We reserve the right to refuse any application in our absolute discretion and without providing reasons. By submitting an application, you authorise us to conduct electronic identity verification checks, whether directly or through third-party service providers.
4.2 Account Requirements
You must promptly supply, and thereafter keep current, all information, documentation, and authorisations required by us for the purposes of KYC/AML compliance and fulfilment of our obligations under Applicable Law. You must notify us immediately in writing of any material change in any information previously provided.
4.3 Access and Security
You are solely responsible for maintaining the confidentiality of your login credentials and access methods. You must comply with all security and authentication procedures specified by us from time to time. You must notify us immediately upon becoming aware of any unauthorised access to or use of your Account.
4.4 Nature of Account
Your Account is established and maintained solely for the purpose of providing the Exchange and Services and recording Virtual Asset movements. An Account does not constitute a bank account, deposit account, custody account, stored value facility, or any equivalent financial product. We owe no fiduciary duty to you in connection with your Account.
4.5 Authorised Persons
You may appoint Authorised Persons to operate your Account by providing us with appropriate account operating authority in a form acceptable to us. You are wholly responsible for ensuring that all Authorised Persons comply with this Agreement and for all acts and omissions of such Authorised Persons.
ARTICLE 5. CUSTODY OF VIRTUAL ASSETS
5.1 Grant to Manerio
In consideration of your use of the Exchange and related Services, you grant Manerio and/or its affiliates such rights over Virtual Assets recorded in your Account or Wallet ("On-Exchange Assets") as are necessary to provide the Services in accordance with this Agreement.
5.2 Acknowledgements
You acknowledge and agree that:
(a) Manerio may hold On-Exchange Assets in such wallets and with such facilities as it considers appropriate in its sole discretion;
(b) your rights in relation to On-Exchange Assets are limited to a contractual entitlement to receive an equivalent amount and type of Virtual Assets for use on the Exchange or upon authorised withdrawal;
(c) Virtual Assets held by us do not benefit from the same protections as traditional bank deposits or regulated financial instruments; and
(d) in extreme circumstances, including insolvency, cyberattack, or regulatory action, a total loss of On-Exchange Assets may occur.
5.3 Mandatory Custodial Requirements
Where Applicable Law requires that assets be held in a specific capacity on your behalf, we shall comply with such mandatory requirements to the extent of any inconsistency with the foregoing provisions of this Article 5.
ARTICLE 6. INSTRUCTIONS
6.1 Authority
You authorise us to accept and act upon Instructions from you or any Authorised Person without further enquiry as to the authority of the person purportedly giving such Instructions. Instructions are irrevocable once given and shall be binding upon you.
6.2 Electronic Instructions
Instructions given in electronic form shall be treated as equivalent to written originals. You accept all risks associated with the electronic transmission of Instructions, including risks of delay, corruption, interception, or unauthorised access.
6.3 Refusal of Instructions
We reserve the right to refuse, cancel, or reverse any Instruction, without prior notice and without giving reasons, where:
(a) compliance with the Instruction would, in our reasonable opinion, constitute or facilitate a breach of Applicable Law;
(b) you are, or appear to us to be, a Proscribed Person, or the transaction involves a Proscribed Address;
(c) an Event of Default has occurred and is continuing;
(d) the Instruction is ambiguous, incomplete, or would constitute a prohibited transaction; or
(e) there are insufficient Eligible Virtual Assets in your Account to satisfy the Instruction.
ARTICLE 7. PAYMENTS, FEES AND TAXES
7.1 General
We may, acting in good faith, decline to accept or facilitate any transfer of Virtual Assets that are not Eligible Virtual Assets or that would otherwise give rise to a breach of Applicable Law. We will notify you as soon as reasonably practicable of any such refusal.
7.2 Tax Obligations
You are solely responsible for determining, withholding, reporting, and remitting all applicable taxes arising from your use of the Exchange and any transactions conducted thereunder. We are under no obligation to determine, calculate, or remit any taxes on your behalf. Your transaction history is available through the Website.
7.3 Set-off
We may set off any amount you owe us against any amount we owe you, whether or not the obligation is matured or contingent and irrespective of the currency or asset in which it is denominated. We may issue payment notices for Fees or other amounts owing; if unpaid within seven (7) Business Days, we may recover such amounts by debiting your Account.
ARTICLE 8. OPERATION OF THE EXCHANGE
8.1 Description
The Exchange enables you to acquire and dispose of Virtual Assets through your Account in accordance with the terms of this Agreement.
8.2 Availability
The Exchange is intended to be available on a 24-hour, 7-day basis, subject to planned maintenance, emergency downtime, and other operational requirements. We reserve the right to suspend, modify, or discontinue the Exchange or any feature thereof at any time, with or without notice, without incurring any liability to you.
8.3 Submission of Orders
Orders may only be submitted through the Website using the procedures we specify. Prior to submitting any Order, you must maintain a sufficient Available Balance to cover the full value of the Order and any applicable Fees. Upon submission, the relevant Virtual Assets shall be placed on Hold pending execution or cancellation of the Order.
8.4 Execution of Orders
Once submitted, an Order is binding on you and shall remain open until it is executed or cancelled. You may cancel an Order at any time prior to execution. We shall use reasonable endeavours to execute Instructions but do not guarantee execution within any particular timeframe.
8.5 Trading Limits and Controls
We may impose trading and position limits, controls, and restrictions on your use of the Exchange at any time without prior notice. We may decline to execute Orders or suspend your access to the Exchange to the extent necessary to ensure compliance with Applicable Law or our internal risk policies.
8.6 Calculation Agent
We act as calculation agent in respect of all executed Orders. All calculations are performed by us in our sole and reasonable discretion and, in the absence of manifest error, shall be final and binding upon you.
ARTICLE 9. ELIGIBILITY
9.1 You represent, warrant, and undertake that, at the time of application and on each occasion you use the Exchange, you:
(a) are at least eighteen (18) years of age and have full legal capacity to enter into binding agreements;
(b) are not a resident, citizen, or tax resident of the United States of America;
(c) are not located in, incorporated in, or subject to the laws of any territory subject to comprehensive OFAC sanctions, including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions;
(d) are not a Proscribed Person and are not acting on behalf of, or for the benefit of, a Proscribed Person;
(e) are not subject to any restriction, prohibition, or licensing requirement that would prevent you from using virtual asset services under Applicable Law; and
(f) are not currently the subject of any sanction, investigation, or enforcement action by any Government Agency in connection with financial crime or money laundering.
9.2 The restrictions set out in clauses 9.1(b) and 9.1(c) apply unconditionally and regardless of the manner in which you came to access the Exchange.
ARTICLE 10. REVERSE SOLICITATION
10.1 All services provided through maner.io are made available on a reverse solicitation basis. Manerio and Pay Lions do not actively market, advertise, or solicit clients in any jurisdiction. Nothing on this Website constitutes, or shall be construed as, an offer, invitation, advertisement, or solicitation directed at any person in any jurisdiction.
10.2 If you have independently identified maner.io and are contacting us on your own unsolicited initiative, we may be able to provide services to you. The fact that you have independently approached us constitutes the basis upon which engagement may proceed. We do not represent that our services are appropriate for, or available to, any particular person or jurisdiction.
10.3 Notwithstanding the foregoing, services are not available under any circumstances to the persons described in clauses 9.1(b) and 9.1(c), regardless of the manner in which such persons accessed or found the Exchange.
ARTICLE 11. AML/CTF COMPLIANCE AND PROHIBITED CONDUCT
11.1 Ongoing Compliance
You must at all times comply with this Agreement and all Applicable Law, including AML/CTF Requirements and financial crime regulations. You must contact us immediately and cease using the Exchange if you have reason to believe that you no longer satisfy the eligibility requirements set out in Article 9.
11.2 Prohibited Uses
You must not, and must not permit any third party to, use the Exchange or Services to:
(a) conduct, facilitate, or conceal money laundering, terrorism financing, fraud, or any other unlawful activity;
(b) circumvent or evade any Applicable Law, Sanctions, or regulatory requirement;
(c) engage in market manipulation, wash trading, spoofing, or any other deceptive trading practice;
(d) transfer, deposit, or deal in Virtual Assets that constitute or represent the proceeds of any criminal or unlawful activity;
(e) upload, transmit, or distribute viruses, malware, or other harmful code; or
(f) interfere with or compromise the integrity, security, or operation of the Exchange, the Website, or the accounts of other users.
ARTICLE 12. REPRESENTATIONS AND WARRANTIES
12.1 By making an application and on each occasion you submit an Order or otherwise use the Exchange, you represent and warrant to us that:(a) you satisfy all eligibility requirements set out in Article 9;(b) you are the sole beneficial owner of your Account and any Virtual Assets subject to this Agreement;(c) all information and documentation you have provided to us is, and shall remain, true, accurate, complete, and up-to-date;(d) you have full legal capacity and authority to enter into this Agreement and to submit Orders;(e) your use of the Exchange does not and will not breach any Applicable Law or any agreement to which you are a party;(f) you have adequate knowledge and experience in relation to Virtual Assets, blockchain technology, and the risks associated therewith;(g) you have made your own independent decision to use the Exchange and are not relying on any statement or representation made by us as investment, legal, tax, or financial advice; and(h) no Event of Default has occurred and no event has occurred which, with notice or lapse of time, would constitute an Event of Default.
12.2 You shall be deemed to repeat the representations and warranties in clause 12.1 each time you submit an Order, give an Instruction, or otherwise use the Exchange. You must notify us immediately if you become aware that any such representation or warranty is or becomes untrue or inaccurate in any material respect.
ARTICLE 13. INTELLECTUAL PROPERTY
13.1 The Exchange, Website, Services, and all related content, software, materials, and functionality ("Intellectual Property") are owned by Manerio, its licensors, or other intellectual property rights holders. All Intellectual Property Rights are reserved.
13.2 Subject to your compliance with this Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Website and Exchange solely for your own personal or internal business purposes. This licence does not permit you to copy, modify, distribute, reverse engineer, decompile, or otherwise exploit any Intellectual Property without our express prior written consent.
13.3 You must not engage in data mining, screen scraping, automated access, or any other form of systematic extraction of data from the Exchange or Website without our prior written approval.
ARTICLE 14. LIMITATION OF LIABILITY
14.1 Exclusion
To the maximum extent permitted by Applicable Law, and save in respect of loss or damage arising directly from our own gross negligence, fraud, or wilful misconduct, neither Manerio nor Pay Lions, nor their respective directors, officers, employees, agents, or service providers, shall be liable for any Loss arising in connection with:
(a) the inherent risks of trading or holding Virtual Assets, including price volatility, technological vulnerabilities, and regulatory developments;
(b) the availability, performance, or interruption of the Exchange, Website, or Services;
(c) any Force Majeure Event, cyberattack, hacking, or network failure;
(d) any act or omission of third-party service providers, custodians, or infrastructure participants;(e) any Instructions given by you or your Authorised Persons, whether authorised or not;
(f) unauthorised access to your Account arising from your failure to maintain adequate security measures;
(g) any change in Applicable Law or regulatory action affecting the Exchange or Virtual Assets; or
(h) any suspension, modification, or discontinuation of the Exchange or any feature thereof.This exclusion applies to all forms of Loss, whether or not such Loss was foreseeable or we had been advised of the possibility there of.
14.2 Cap on Liability
In no event shall the aggregate liability of Manerio and Pay Lions to you arising under or in connection with this Agreement exceed the total amount of Fees paid by you to Manerio in the twelve (12) calendar months immediately preceding the event giving rise to the relevant claim. In no event shall either party be liable for indirect, special, incidental, punitive, or consequential loss.
ARTICLE 15. INDEMNITY
15.1 You shall indemnify, defend, and hold harmless Manerio, Pay Lions, and their respective directors, officers, employees, agents, and service providers (each an "Indemnified Party") from and against any and all claims, demands, actions, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) your violation of any Applicable Law or the rights of any third party;
(b) your breach of any provision of this Agreement;
(c) any act, error, or omission by you or any Authorised Person in connection with your Account or Instructions; or
(d) the use of the Exchange or Services by you or any person accessing the Exchange through your Account.
15.2 This indemnity is unconditional, irrevocable, and shall survive the termination of this Agreement.
ARTICLE 16. AMENDMENTS
We reserve the right to amend any term of this Agreement at any time in our sole discretion. Amendments shall take effect immediately upon publication on the Website. Your continued use of the Exchange following publication of any amendment shall constitute your acceptance of the amended terms. Where we consider an amendment to be material, we shall endeavour to provide reasonable advance notice.
ARTICLE 17. SUSPENSION AND TERMINATION
17.1 We may suspend or terminate your Account and access to the Exchange with immediate effect upon notice, or without notice where urgency so requires, if:
(a) you breach any material provision of this Agreement;
(b) we are required to do so by Applicable Law or any Government Agency;
(c) we reasonably suspect that your Account is being used in connection with unlawful activity or by or on behalf of a Proscribed Person; or
(d) an Event of Default has occurred and is continuing.17.2 Termination shall not affect any rights or obligations that have accrued prior to the effective date of termination. All provisions of this Agreement that by their nature should survive termination — including Articles 13, 14, 15, 18, and 19 — shall continue in full force and effect.
ARTICLE 18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles.
18.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question as to its validity, interpretation, breach, or termination, shall be referred in the first instance to the parties for good-faith negotiation. If such dispute is not resolved within thirty (30) days of written notice, it shall be finally resolved by binding arbitration conducted in accordance with the Rules of the International Chamber of Commerce (ICC), with the seat of arbitration in Panama City, Republic of Panama. The arbitration shall be conducted in the English language by a sole arbitrator.
18.3 Nothing in this Article 18 shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.
ARTICLE 19. MISCELLANEOUS
19.1 Entire Agreement
This Agreement, together with the Privacy Policy and any fee schedules or addenda, constitutes the entire agreement between the parties in respect of the subject matter hereof and supersedes all prior representations, negotiations, and agreements.
19.2 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable under Applicable Law, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.
19.3 Waiver
No failure or delay by us in exercising any right or remedy under this Agreement shall constitute a waiver thereof. No waiver of any breach shall be construed as a waiver of any subsequent breach.
19.4 Assignment
You may not assign, transfer, or novate any of your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity upon written notice to you.
19.5 No Third Party Rights
This Agreement does not confer any rights on any third party. The parties do not intend that any term of this Agreement be enforceable by any person who is not a party to it.
19.6 Notices
All notices under this Agreement shall be in writing and sent to the contact details set out in Article 20. Notices to you shall be given via the email address registered to your Account or by prominent notice on the Website.
ARTICLE 20. CONTACT DETAILS
Manerio Inc.
Advanced Tower, 1st Floor, Office C-D
Ricardo Arias Street, Panama City
Republic of Panama
Pay Lions GmbH
Gubelstrasse 11, 6300 Zug Switzerland
Email: info@maner.io
Website: www.maner.io
Manerio Inc.
Incorporated under the laws of the Republic of Panama,
Mercantile Folio No. 155763217
Incorporated under the laws of the Republic of Panama,
Mercantile Folio No. 155763217
Advanced Tower, 1st Floor,
Office C-D, Ricardo Arias Street, Panama City,
Republic of Panama
Office C-D, Ricardo Arias Street, Panama City,
Republic of Panama
Activities conducted through maner.io are operated by Manerio Inc. in partnership with Pay Lions GmbH. Manerio Inc. operates in compliance with the applicable Anti-Money Laundering (AML) framework of the Republic of Panama, including the obligations of supervised non-financial entities under the Financial Analysis Unit (UAF) and applicable AML/CFT legislation. Pay Lions GmbH (CHE-162.544.982) is an accepted member of VQF — Verein zur Qualitätssicherung von Finanzdienstleistungen (member no. 101341), a FINMA-recognised Self-Regulatory Organisation (SRO), and operates in full compliance with the Swiss Federal Act on Combating Money Laundering and Terrorist Financing (GwG / LBA).