LEGAL
Terms of Service
The agreement that governs how you access and use the Tokelia platform and its services.
These Terms of Service (the "Terms") are a binding agreement between you, or the entity you represent ("you"), and Tokelia LLC ("Tokelia", "we", "us"), a Delaware limited liability company with its registered office at 8 The Green, Suite B, Dover, DE 19901, United States, registered as a Money Services Business with the U.S. Financial Crimes Enforcement Network (MSB registration no. 31000337250402), with its declared place of business in the State of Montana. They govern your access to and use of our websites, dashboards, application programming interfaces, and related services (together, the "Platform"). Please read them carefully. If you do not agree, do not use the Platform.
1. Acceptance of these terms
By creating an account, generating API credentials, or otherwise accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, Cookie Policy, and any acceptable use, product, or commercial terms we reference. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
2. Definitions
The "Platform" means our websites, dashboards, APIs, SDKs, and documentation. "Services" means the payment, account, card, wallet, and related infrastructure features we make available. "Account" means your registered access to the Platform. "Digital Assets" means cryptographic tokens, including stablecoins, that the Services help you move or manage. "Content" means data, text, and materials submitted through the Platform.
3. Eligibility
You may use the Platform only if you are at least 18 years old and have the legal capacity to enter into a contract, you are not located in, or ordinarily resident in, a jurisdiction subject to comprehensive sanctions, and you are not a person with whom we are prohibited from dealing under applicable law. We may decline to provide, or may withdraw, access where eligibility cannot be established or is lost.
4. About Tokelia and our role
Tokelia provides technology and program management that lets regulated and unregulated businesses embed financial features. Tokelia is not a bank and does not take deposits. Where the Services involve fiat accounts, card issuance, or payment settlement, those regulated activities are provided by licensed financial institutions and payment networks. Our non-custodial architecture is designed so that end users retain control of their own funds and keys; we connect those wallets to the relevant networks.
5. Accounts, registration, and security
You agree to provide accurate and complete information and to keep it current. You are responsible for safeguarding your credentials and API keys and for all activity that occurs under your Account, whether or not authorized by you. You must notify us promptly if you suspect any unauthorized access or security incident. We may require additional authentication and may suspend access where we reasonably believe it is necessary to protect the Platform, its users, or third parties.
6. Identity verification and compliance
The Services are subject to know-your-customer (KYC), anti-money-laundering (AML), counter-terrorist-financing, sanctions screening, and travel-rule obligations, which are carried out by us and by the licensed institutions behind each rail. You agree to provide the information and documentation reasonably required for verification and ongoing monitoring, and you authorize us and our partners to perform these checks. We may refuse, delay, suspend, or reverse activity, and may report it to competent authorities, where required by law.
7. Acceptable use
You agree to use the Platform only for lawful purposes and in accordance with our documentation. You must not use the Services to facilitate fraud, money laundering, sanctions evasion, terrorist financing, or any illegal activity; infringe the rights of others; upload malicious code; probe, scan, or overload the infrastructure; circumvent access controls or rate limits; reverse engineer the Platform except to the extent permitted by law; or misrepresent your identity or affiliation.
8. Digital assets and stablecoins
Digital Assets carry risk. Their value can be volatile, transactions on public networks are generally irreversible, and network conditions may affect timing and cost. Digital Assets are not legal tender in most jurisdictions, are not deposits, and are not insured by the FDIC, SIPC, or any equivalent scheme. Because the architecture is non-custodial, you and your end users are responsible for the security of the relevant wallets and keys. Nothing on the Platform is investment, legal, tax, or financial advice.
9. Fees, billing, and taxes
Fees for your use of the Services are set out in your commercial agreement or on our pricing page and may change on notice. Unless stated otherwise, amounts are exclusive of taxes, and you are responsible for any taxes, duties, or levies arising from your use of the Services, other than taxes on our net income. Network and third-party charges may also apply.
10. Third-party services and providers
The Services rely on third parties, including banks, card networks, blockchains, and infrastructure providers. Your use of those services may be subject to their own terms, and their availability is outside our control. We are not responsible for the acts, omissions, outages, or decisions of third parties, although we will use reasonable efforts to select and manage our providers responsibly.
11. Intellectual property
The Platform, including its software, documentation, and branding, is owned by Tokelia or its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for your internal business purposes. You retain rights in your Content and grant us the rights needed to operate the Services. If you provide feedback, we may use it without restriction.
12. Confidentiality
Each party may receive non-public information from the other. The receiving party agrees to use such information only to exercise its rights and perform its obligations under these Terms, to protect it with reasonable care, and not to disclose it except to personnel and advisers who need it and are bound by comparable duties, or where disclosure is required by law.
13. Disclaimers
To the fullest extent permitted by law, the Platform and Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any result will be achieved.
14. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or exemplary damages, or for lost profits, revenue, data, or goodwill. Our aggregate liability arising out of or relating to the Services is limited as set out in your commercial agreement or, absent one, to the amounts you paid us for the Services in the three months before the event giving rise to the claim. Nothing excludes liability that cannot be excluded under applicable law.
15. Indemnification
You agree to indemnify and hold harmless Tokelia and its affiliates, and their officers, directors, and personnel, from claims, losses, and expenses (including reasonable legal fees) arising out of your use of the Services, your Content, or your breach of these Terms or of applicable law, except to the extent caused by our own breach or negligence.
16. Suspension and termination
You may stop using the Services at any time. We may suspend or terminate your access, in whole or in part, where you materially breach these Terms, where required by law or by a partner or regulator, or where we reasonably believe it is necessary to protect the Platform or others. On termination, your right to use the Services ends, and provisions that by their nature should survive will continue to apply.
17. Changes to these terms
We may update these Terms as the Services and applicable law evolve. We will make reasonable efforts to notify you of material changes, for example through the Platform or by other reasonable means. Changes take effect on the date stated, and your continued use of the Services after that date constitutes acceptance of the updated Terms.
18. Governing law and forum
These Terms are governed by the laws of the State of Montana, United States, without regard to conflict-of-laws rules, and by applicable U.S. federal law. Subject to the arbitration agreement below, any dispute that is not arbitrated will be handled through the courts or dispute-resolution mechanism specified in your commercial agreement or, absent one, the competent courts of the State of Montana, whose jurisdiction you accept, subject to any mandatory consumer protections that apply to you.
19. Binding arbitration and class action waiver
Please read this section carefully, as it affects how disputes are resolved. The parties will first try to resolve any dispute informally within 30 days of written notice to [email protected]. If it cannot be resolved, any dispute or claim arising out of or relating to these Terms or the Services will be settled by final and binding individual arbitration administered by a recognized arbitration provider under its commercial rules, seated in the forum stated above, rather than in court, and judgment on the award may be entered by any competent court. You and Tokelia agree to bring claims only in an individual capacity and waive any right to a jury trial and to participate in a class, collective, or representative action. Either party may still bring a qualifying claim in small-claims court and may seek injunctive or equitable relief to protect intellectual property or confidential information. Nothing here limits non-waivable rights under mandatory law. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by notifying us at [email protected].
20. General
These Terms, with the policies and agreements they reference, are the entire agreement between you and Tokelia regarding the Platform. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. Neither party is liable for delays caused by events beyond its reasonable control.
21. Contact
For questions about these Terms, or to send a legal notice, contact us at [email protected] or through our contact page. Legal notices should identify Tokelia LLC, a Delaware limited liability company with its registered office at 8 The Green, Suite B, Dover, DE 19901, United States, registered as a Money Services Business with FinCEN (MSB reg. no. 31000337250402) and with its declared place of business in the State of Montana.
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