1. About these Terms
1.1 These Terms of Service ("Terms") form a binding agreement between TokenPe ("we", "us"), and the business that opens a TokenPe account ("Merchant", "you"), worldwide. TokenPe provides its services globally where permitted by applicable laws and regulations.
1.2 By applying for an account, accepting these Terms online or using the Services, you confirm that you have read and agree to these Terms and to the policies they incorporate: the Acceptable Use Policy, the AML/KYC & Sanctions Policy, the Privacy Policy, the Risk Disclosure, the Complaints Policy and, if you are a gaming operator, the Gaming Operator Requirements (together, the "Policies").
1.3 The person accepting these Terms confirms that they have authority to bind the Merchant.
1.4 If a separate written agreement or order form signed by TokenPe conflicts with these Terms, the signed document prevails to the extent of the conflict.
2. Definitions
- "Services" means the services TokenPe makes available to you, including Crypto payments and Off-ramp, the dashboard and the API.
- "Digital Asset" means a cryptocurrency or stablecoin that TokenPe supports, as listed in the supported networks list on the TokenPe website.
- "Supported Network" means a blockchain network that TokenPe supports for a Digital Asset.
- "Customer" means a person who pays you, or receives a payment from you, using the Services.
- "Balance" means the record of Digital Assets or fiat amounts that TokenPe holds or controls for your account.
- "Payout" means a transfer from your Balance to a bank account, wallet or other destination.
- "Payout Partner" means a third party that processes fiat Payouts for TokenPe, including through our Mastercard partnership.
3. Eligibility
3.1 The Services are only for businesses. They are not offered to consumers or for personal, family or household purposes.
3.2 To use the Services you must: (a) be a legally formed business in good standing; (b) not be established in, or operate from, a restricted jurisdiction listed in the AML/KYC & Sanctions Policy; (c) not be, or be owned or controlled by, a person on a sanctions list; (d) hold all licences, registrations and permissions your business requires; and (e) pass our verification.
3.3 We may refuse any application at our discretion and are not required to give a reason.
4. Account opening and verification
4.1 Before you can use the Services, you must give us complete and accurate information about your business, directors, beneficial owners, activities, websites, licences and expected volumes, and any documents we request.
4.2 We verify this information and screen you against sanctions and other lists as required by law and our AML/KYC & Sanctions Policy. We may ask for more information at any time, including during our relationship.
4.3 You must tell us within five business days of any material change to the information you gave us, including changes in ownership, control, licences, business activities or target markets.
4.4 You authorise us to make the enquiries we consider necessary to verify your information, including through third-party providers.
5. The Services
5.1 Crypto payments. You may create payment requests through the dashboard or API to receive Digital Assets on Supported Networks. You may keep received Digital Assets in your Balance or convert them into another supported Digital Asset, where available.
5.2 Off-ramp. You may convert Digital Assets in your Balance into fiat currency and send Payouts to bank accounts. Fiat Payouts are processed through our Payout Partners, including our Mastercard partnership, and are available only where Mastercard transfers are supported. Availability depends on the destination country, currency, recipient type and our review. We may change the list of available destinations at any time.
5.3 Crypto Payouts. Where available, you may send Digital Assets from your Balance to external wallet addresses.
5.4 Fiat-to-Crypto. TokenPe does not currently offer a fiat-to-crypto service. Any waitlist is for information only and is not an offer or commitment to provide that service.
5.5 Third parties. We use banks, custodians, Payout Partners, blockchain analytics providers and other third parties to provide the Services. Their rules and requirements may apply to your use of the Services. You agree to follow any such requirements we notify you of.
5.6 Availability. We aim to keep the Services available but do not guarantee uninterrupted access. We may suspend the Services for maintenance, security or legal reasons.
5.7 Network events. We may suspend support for a Digital Asset or Supported Network, or decide how to treat a fork, airdrop, upgrade or other network event, at our discretion. We are not required to support any new asset created by a network event.
6. Your obligations
6.1 You must use the Services only for lawful purposes, only for the business described in your application, and in line with the Policies.
6.2 You are solely responsible for your products and services, your relationships with your Customers, your refunds, disputes and customer support, and your compliance with all laws that apply to your business, including consumer protection, gaming, tax, data protection and marketing laws.
6.3 You must not use the Services on behalf of any other business, or allow any third party to use your account, unless we agree in writing.
6.4 You must keep accurate records of your transactions and Customers and give them to us on request, as required for our legal and compliance obligations.
6.5 You must clearly display to your Customers the networks and assets you accept, and warn them that transfers sent on the wrong network or in the wrong asset may be lost.
7. Transactions
7.1 Confirmation. A payment is credited to your Balance only after it has been confirmed on the relevant Supported Network to the standard we set for that network and has passed our screening.
7.2 Irreversibility. Blockchain transactions cannot be reversed. Once a transfer is broadcast, we cannot cancel or recover it.
7.3 Wrong network or asset. If a Customer sends an unsupported asset, sends on an unsupported network, sends to an expired or incorrect address, or sends an amount different from the payment request, the funds may be lost. We may, but are not required to, attempt recovery, and may charge for doing so.
7.4 Conversions. Before you confirm a conversion or Payout, we show you the rate and amount that apply. By confirming, you accept them. Quotes are valid only for the time shown.
7.5 Payout details. You are responsible for the accuracy of all Payout instructions. We are not liable for losses caused by incorrect instructions you give us.
7.6 Refusal and delay. We may refuse, delay or reverse a credit of any transaction, conversion or Payout if we reasonably believe that it breaches these Terms or the Policies, presents a fraud, sanctions, money laundering or legal risk, or is required by a Payout Partner, a court or a government authority.
8. Charges
8.1 You agree to pay the charges set out in the pricing agreement we provide to you during onboarding, as updated with notice under section 19.
8.2 We may deduct charges from your Balance or from amounts we process for you.
8.3 Blockchain network costs (gas) are paid by the sender of the transaction unless your pricing agreement says otherwise.
8.4 You are responsible for all taxes that apply to your use of the Services, other than taxes on our own income.
9. Balances
9.1 TokenPe is not a bank. Your Balance is not a deposit account, does not earn interest, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or protected by the Securities Investor Protection Corporation (SIPC).
9.2 We hold Digital Assets and fiat for your account in wallets and accounts that we or our custodians control. We keep records that identify your Balance.
9.3 We do not lend, pledge or rehypothecate the Digital Assets in your Balance.
9.4 We may set minimum and maximum amounts for payments, conversions and Payouts.
10. Compliance, holds and suspension
10.1 TokenPe complies with applicable anti-money laundering, sanctions and financial regulations in the jurisdictions where we operate. You agree to cooperate with our requests for information.
10.2 We may place a hold on all or part of your Balance, suspend your account, or block a transaction if we reasonably believe it is necessary to comply with law, a court order or a government request, to manage fraud, sanctions or money laundering risk, to cover amounts you owe us, or because you have breached these Terms.
10.3 Where the law allows, we will tell you about a hold or suspension and what you need to do to resolve it. We may be legally prohibited from telling you the reason.
10.4 If funds are subject to a legal order, sanctions blocking requirement or forfeiture, we will deal with them as the law requires.
11. Security
11.1 You must keep your login credentials and API keys secure, enable two-factor authentication, and limit access to authorised staff.
11.2 You are responsible for all activity on your account and through your API keys, unless it results from our breach of these Terms.
11.3 You must tell us immediately at [email protected] if you suspect unauthorised access to your account or API keys.
12. Data protection
12.1 We process personal data as described in our Privacy Policy.
12.2 Where you provide us with personal data about your Customers or staff, you confirm that you have the right to do so and have given any notices required by law.
13. Intellectual property and API licence
13.1 TokenPe and its licensors own all rights in the Services, the API, the dashboard, our documentation and our brand.
13.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to use the API and documentation during the term of these Terms, only to integrate with and use the Services.
13.3 You must not copy, modify, reverse engineer or resell the Services, or use our brand except as we permit in writing.
13.4 You allow us to identify you as a TokenPe customer only with your prior written consent.
14. Confidentiality
Each party will keep confidential the other party's non-public information and use it only to perform these Terms, except where disclosure is required by law or a regulator.
15. Disclaimer
The Services are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not guarantee the value of any Digital Asset, network performance, confirmation times or the availability of any Payout destination.
16. Limitation of liability
16.1 To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill.
16.2 Our total liability arising from or relating to these Terms in any 12-month period is limited to the total charges you paid to us in the 12 months before the event giving rise to the claim.
16.3 Nothing in these Terms limits liability for fraud, gross negligence or wilful misconduct, or any liability that cannot be limited by law.
16.4 We are not liable for losses caused by blockchain networks, wallets, third-party custodians or Payout Partners outside our reasonable control, or by price changes in Digital Assets.
17. Indemnity
You will defend, indemnify and hold harmless TokenPe and its officers, employees and agents from claims, losses, fines and costs (including reasonable attorneys' costs) arising from your breach of these Terms or the Policies, your products or services, your Customers, or your breach of law.
18. Term and termination
18.1 These Terms apply until terminated.
18.2 You may close your account at any time by giving us 30 days' written notice to [email protected].
18.3 We may terminate these Terms by giving you 30 days' notice, or immediately if you breach these Terms or the Policies, if we are required to by law, a regulator or a Payout Partner, or if continuing presents a material legal, compliance or reputational risk.
18.4 On termination, we will return your remaining Balance to a verified bank account or wallet in your name, after deducting amounts you owe us, subject to any legal hold. Sections 7.2, 8, 9.1, 13 to 17, 20 and 21 survive termination.
19. Changes
We may change these Terms or the Policies. We will give you at least 30 days' notice of material changes by email or in the dashboard, unless a change is required sooner by law or for security. If you continue to use the Services after a change takes effect, you accept it.
20. Governing law and disputes
20.1 These Terms are governed by applicable laws. Disputes shall be resolved in accordance with applicable conflict-of-laws principles, without regard to any mandatory forum that would otherwise apply solely by virtue of a party's location.
20.2 Before starting any formal proceedings, the parties will try to resolve a dispute through the Complaints Policy and good-faith negotiation for 30 days.
20.3 Any unresolved dispute will be resolved by binding arbitration or in a competent court as required by applicable law, in English. Where arbitration applies, it shall be administered by a mutually agreed or legally designated arbitration body.
20.4 Disputes are resolved only on an individual basis, not as a class, consolidated or representative action.
20.5 Either party may seek urgent injunctive relief from a court to protect its intellectual property or confidential information, or to prevent irreparable harm.
21. General
21.1 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor business.
21.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including network failures, outages of third-party providers, natural disasters, war, or government action.
21.3 Notices. We send notices to the email address on your account. You send notices to [email protected], or for legal notices to [US ADDRESS].
21.4 Entire agreement. These Terms, the Policies and any signed order form are the entire agreement between the parties about the Services.
21.5 Severability and waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver.
21.6 Relationship. The parties are independent contractors.
22. Contact
Email: [email protected].