General Terms and Conditions (“T&C”) for end customers

These General Terms and Conditions describe the terms and conditions under which you (“End Customer”) may use the Service and the product TokenPay, each available at consumer.usetokenpay.com and checkout.usetokenpay.com and provided by UhuPay GmbH, a corporation with registered office at Mergenthalerallee 73-75, 65760, Eschborn, Germany, hereinafter referred to as “UhuPay”. The service offering and TokenPay is predominantly used by customers who operate online stores, foreign payment services or similar offerings (“Customers”). This Agreement does not govern the relationship between the end customer and the Customer, but exclusively that between the end customer and UhuPay.

The end customer is obliged to read this Agreement as it contains important instructions for the use of TokenPay and the services offered. By accessing TokenPay and/or the Service, the end customer confirms that he has read and understood this Agreement and accepts all terms and conditions. If the End Customer does not accept this, the End Customer is not authorized to use or access TokenPay and/or the Service Offering.

In order to access TokenPay and / or the Service, the End Customer must be a natural person and be able to enter into a legally binding contract with UhuPay – this requires, for example, that the End Customer is of legal age in Germany – and fulfill the terms and conditions of this Agreement. In addition, by using TokenPay and/or the Service, the End Customer confirms that it is not subject to economic or trade sanctions administered or enforced by any governmental authority or otherwise listed on the Prohibited or Restricted Parties List, or a citizen or resident of any jurisdiction or territory that is subject to comprehensive nationwide, territory-wide or regional economic sanctions imposed by the Federal Republic of Germany. In addition, the End Customer represents and warrants to UhuPay that its access to TokenPay and the Service will comply with all applicable laws and regulations and that the End Customer will not use TokenPay and the Service to conduct, promote or otherwise facilitate any illegal activity.

Note: This Agreement contains important information, including a binding arbitration clause, that affects your rights with respect to dispute resolution. TokenPay and our service offering is only available to you – and you should only access TokenPay and our service offering – if you fully agree to these terms. The original version of this Agreement is written in German. Other translations are for convenience only and are not legally binding. Only the German language version is legally binding.

§ 1: Subject matter of the Agreement and important definitions

“TokenPay” means UhuPay’s software solution, which includes the technical infrastructure for carrying out blockchain-based transactions. TokenPay acts exclusively as a software solution for the customer to facilitate the acceptance and processing of blockchain-based transactions. TokenPay consists in particular of the TokenPay API, the TokenPay plug-ins for various modular systems, the TokenPay buttons and TokenPay QR codes, the TokenPay checkout page with associated TokenPay checkout sessions, which provide a user interface for liquidity pools, based on the decentralized and public blockchain, the automatic email confirmation on the TokenPay checkout page, the internal module for checking whether a blockchain transaction has been carried out, and the manual hash entry function on the TokenPay checkout page for manually adding transactions. The Polygon blockchain is currently supported as an EVM-based blockchain with chain ID 137.
“Payment” means the action of the end customer to request a TokenPay checkout session integrated by the customer using the TokenPay API, the TokenPay plug-ins, the TokenPay button or the TokenPay QR codes with a TokenPay checkout page and, if necessary, to subsequently fill in and send the data fields of the TokenPay checkout page once and thus also the internal module for checking blockchain transactions, to use the e-mail confirmation on the TokenPay checkout page and/or the manual hash entry function on the TokenPay checkout page.
“Service offering” means the digital platform offerings via which the end customer controls their interactions with the TokenPay product. This includes the end customer dashboard – a web application accessible via the Internet at consumer.usetokenpay.com – with a transaction overview and supporting information and services. The range of services also includes the integration of third-party services in accordance with section 11, paragraph 10, as well as support services in written form, by e-mail, by telephone or using comparable technologies. Information services such as websites are also included.
“Account” means the account in the end customer’s service offering.
“Access code” means the end customer’s personal access code, which the end customer can use to log into the service offering or to confirm individual activities automatically or in contact with customer support.
In order to use the service offering and/or TokenPay, the end customer requires a non-custodial blockchain wallet that enables the end customer to interact with public blockchains. The business relationship between the provider of this non-custodial blockchain wallet and the end customer is governed by their General Terms and Conditions, which constitute a separate agreement from these General Terms and Conditions. UhuPay has no control over the content, digital products, cryptocurrencies and settings of the end customer’s non-custodial blockchain wallet, nor can UhuPay transfer or recover crypto assets. By connecting this non-custodial blockchain wallet to the service offering or TokenPay, the end customer agrees to these General Terms and Conditions. The end customer may also use a so-called embedded wallet, in which the management of the wallet access is facilitated by the provider of this embedded wallet, a third party. Clause 11, paragraph 10 applies in this context.

§ 2: Conclusion of the Agreement, term and termination

Upon conclusion of this Agreement and during the term of this Agreement, the End Customer shall ensure that it fulfills the terms of this Agreement. If the end customer is unable to comply with the terms of this agreement, it must inform UhuPay and cease using TokenPay and the service offerings.
This agreement is concluded for an indefinite period.
The end customer shall comply with the general terms and conditions of blockchains, network operators and other third parties, which are a prerequisite for the use of TokenPay.
UhuPay reserves the right to amend this agreement. If material changes are made, the creation date will be updated. All changes shall become effective upon publication and the (continued) use of TokenPay and/or the service offering by the end customer shall be deemed to constitute acceptance of the changes. This also includes UhuPay’s right to revise, change, terminate, supplement or otherwise replace or modify TokenPay and the service offering as such as well as their availability.

§ 3: Information provided by the end customer to UhuPay

The end customer shall be obliged to provide UhuPay with correct and sufficient information which UhuPay may request at any time. The information is used to confirm the identity of the end customer and its management and owner and to plan the operation of TokenPay and the services offered as well as the associated internal risk management. In addition, further information may be collected in accordance with section 11, paragraph 10 in order to provide the end customer with third-party services. The end customer agrees to the transfer of information to third-party services in accordance with section 11, paragraph 10.
The end customer shall be responsible for the accuracy and timeliness of the information provided. The end customer shall be obliged to notify UhuPay immediately if the information provided, in particular the name and address, changes. UhuPay shall not be responsible for any damage caused to the end customer as a result of the end customer’s failure to comply with the above provisions.
The end customer agrees that UhuPay may use any legal means to confirm the end customer’s identity and hold it for this purpose. The end customer is also responsible for compliance with applicable law, in particular with regard to anti-money laundering guidelines and anti-terrorist financing guidelines. The end customer further acknowledges that a breach of policies such as those referred to above may damage UhuPay’s reputation and that the end customer will indemnify UhuPay financially for any reputational damage caused in this context.
If a planning risk arises for UhuPay, there is a suspicion of reputational damage or damage to UhuPay’s reputation, or verification of the end customer is not (or no longer) sufficiently possible, UhuPay shall be entitled to terminate this agreement without notice and stop the use of TokenPay and the service offering. In this case, the end customer is not entitled to any compensation.

§ 4: Rights and responsibilities of UhuPay

UhuPay owns and retains all rights to TokenPay and the service offering, as well as related license rights, trademark rights, copyrights and rights of use. The service offering and the use of TokenPay include the aforementioned rights.
UhuPay may enable the end customer to use third-party services. UhuPay accepts no responsibility for the content or actions of such third-party services. The end customer interacts with such third-party services solely at his own risk. UhuPay is not responsible for the accuracy of the content, except for content created by UhuPay. UhuPay is therefore not responsible, for example, for information which the end customer discloses and passes on via third-party services.

§ 5: Rights and responsibilities of the end customer

The account is related to the end customer and only the end customer should have access to the account. The end customer is responsible for taking all necessary measures to protect the account from unauthorized access. The end customer confirms to use the service offer and TokenPay exclusively for the purposes permitted by the agreement.
The End Customer is solely responsible for the electronic devices and other aspects such as the condition of the devices used, the Internet connection, back-ups and other similar aspects relating to communication with the Service Offering and TokenPay.
The End Customer confirms that it will not carry out any activities that interfere with the Service Offering or TokenPay.
The Service Offering may contain links to third party sites. The end customer visits third-party services at his own risk.
The End Customer confirms that it will not store or transmit any content of TokenPay and the Service Offering that violates applicable law or fair use. The end customer confirms that he also does not encourage other users to carry out such activities.
The end customer confirms that it will not copy, modify, alter, reproduce or otherwise use any protected material, trademarks or other intellectual property of UhuPay to which it gains access through the use of TokenPay or the service offering.
If the end customer does not fulfill the responsibilities of this contract, UhuPay may terminate this agreement at any time without notice, discontinue the provision of TokenPay and the service offering and delete the end customer’s account.
The end customer confirms that it will keep the account information and access codes secure and will not pass them on, as they are personal data, and will ensure that they cannot be accessed by third parties. The end customer confirms that they will not give third parties access to the service or their account. The end customer will always log out of the Service as soon as they stop using the web application or similar application that enables access to the Service. The end customer must notify UhuPay immediately of any loss of account information or access codes or any unauthorized use at the e-mail address support@usetokenpay.com. The end customer is solely responsible for all activities carried out in the account.
The End Customer is solely responsible for compliance with applicable law. The End Customer confirms that it is solely responsible for identifying any applicable laws, including relevant tax laws. The end customer is solely responsible for paying taxes and submitting tax-relevant information to the competent authorities. The End User is solely responsible for any actions or omissions by End Users when using the Service or TokenPay. The End Client warrants that all End Users using the Service will comply with the End Client’s responsibilities under this Agreement.

§ 6: Communication

The Service Offering, e-mail messages, telephone calls and similar means shall be used for communication. Communication shall take place in German.

§ 7: Fees

TokenPay is based on decentralized and public blockchain technology. Among other things, liquidity pools are used to execute a payment, which currently retain around 0.4% of the payment value in a decentralized manner. If TokenPay is used in combination with a customer, the decentralized retained fee is usually deducted from the customer’s proceeds. If this is not the case, this fee or a similarly high fee can be retained decentrally by the end customer. The blockchain technology and the liquidity pools are not under UhuPay’s control and UhuPay does not influence the development of this fee and therefore does not assume any guarantees or liability.
The end customer shall indemnify UhuPay and all affiliated companies and business partners and bodies against all damages, losses, (legal) costs and other liabilities arising from the end customer’s use or non-use of the service offering or TokenPay, any breach of this agreement by the end customer and any infringement by the end customer of the rights of third parties, including intellectual property or data protection regulations.
All fees incurred centrally for the service offering or TokenPay are exclusive of statutory VAT and other taxes, deductions, discounts and similar items. All fees are calculated in euros. Fees for sending letters and flat-rate document fees are charged as out-of-pocket expenses. Invoices are issued monthly in digital form by e-mail at the beginning of the month for the previous month. Delivery by letter is possible at the express request of the end customer. A payment term of seven calendar days shall apply; the end customer shall then be in default of payment. Any interest on arrears and reminder fees will be charged in accordance with the applicable legal framework.
UhuPay is not responsible for third-party fees, such as blockchain fees (also known as “gas fees”). UhuPay may, however, assume the blockchain fees for transactions, but this does not give the end customer any right that UhuPay will do so in the future and UhuPay may discontinue this activity at any time. This does not entitle the end customer to any compensation, reduction in fees or other compensation.

§ 8: Liability

The end customer shall indemnify UhuPay and all affiliated companies and business partners and bodies against all damages, losses, (legal) costs and other liabilities arising from the end customer’s use or non-use of the service offering or TokenPay, any breach of this agreement by the end customer and any infringement by the end customer of the rights of third parties, including intellectual property or data protection regulations.
The Service Offering and TokenPay are provided on an availability basis. Although UhuPay endeavors to ensure that the service offering and TokenPay are available at all times, it does not guarantee their availability. UhuPay also does not guarantee the uninterrupted and continuous usability and performance of the service offering and TokenPay.
UhuPay shall only be liable for damages incurred if the end customer notifies the company of a breach of this agreement within a reasonable period of time. The amount of liability shall in any event, to the extent permitted by law, be limited to the total amount of fees paid by the end customer to UhuPay within the last three (3) calendar months from the date of notification by the end customer under this agreement.UhuPay shall only be liable for damages incurred if the end customer notifies the company of a breach of this agreement within a reasonable period of time. The amount of liability shall in any event, to the extent permitted by law, be limited to the total amount of fees paid by the end customer to UhuPay within the last three (3) calendar months from the date of notification by the end customer under this agreement.
If the end customer incurs a loss, it shall be responsible for taking all measures to limit this loss. If the end customer fails to do so, it shall be liable for any damage in this connection.
The end customer shall not be entitled to any compensation in the event of termination of this agreement.
In no event – to the extent permitted by law – shall UhuPay, its affiliates, business partners, distributors or bodies be liable for any indirect or consequential loss, including loss of revenue, reputational damage, loss of data or other technical damage, data leaks caused by the customer, interruptions to the availability of TokenPay or the service offering or any other similar damage.
In any event, UhuPay’s liability shall become time-barred after three (3) months, to the extent permitted by law and irrespective of the reason for liability.

§ 9: Force majeure

UhuPay shall not be liable for damages which it can prove were caused by unusual and unforeseeable circumstances beyond its control and the consequences of which could not have been prevented by any means.
One party shall notify the other party in writing of a force majeure event as soon as possible. UhuPay may also do so via its website or service offering or similar means.

§ 10: Miscellaneous

UhuPay shall have the unrestricted right to assign this agreement or parts thereof and other rights and obligations in whole or in part to third parties. The end customer shall not be entitled to transfer rights and obligations under this agreement.
UhuPay is not actively supervised by the German Federal Financial Supervisory Authority (BaFin) or other comparable authorities. The end customer acknowledges that UhuPay does not carry out any transactions on behalf of the end customer, does not access the end customer’s credit balance and does not make any payments on the end customer’s behalf.
This agreement is concluded in accordance with German law. The end customer shall first notify UhuPay of any breach of the agreement by UhuPay. All disputes between the parties shall be resolved primarily by negotiation. All disputes arising out of or in connection with this agreement or its validity shall be finally settled under the Rules of Arbitration of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The arbitration tribunal shall consist of three arbitrators. The place of arbitration shall be Frankfurt am Main. The language of the proceedings shall be German. The applicable law in the matter is German law. The provisions of the UN Convention on Contracts for the International Sale of Goods shall be excluded. This shall not affect UhuPay’s right to take legal action against the end customer; this shall remain admissible.
Amendments or supplements to this agreement, including this written form clause, must be made in writing unless a stricter form is required by law.
Should provisions of this agreement or a future amendment be wholly or partially invalid or unenforceable or subsequently lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions of this agreement. The same shall apply if it should transpire that the agreement contains a loophole. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply, as far as legally possible with retroactive effect to the time of conclusion of this agreement, which, as far as legally possible, comes closest to what the parties intended or would have intended according to the meaning and purpose of the agreement, if they had considered the point when concluding this agreement or when subsequently including the provision.

§ 11: Disclaimer and information about risks in the blockchain area

Blockchain-based transactions are associated with various risks for which UhuPay assumes no liability as set out above, as these are third-party services. These risks include a total loss of the transferred data and (monetary) assets.
TokenPay is based on blockchain technology, which is decentralized and public. Therefore, despite UhuPay’s intellectual property or licenses from affiliated companies, similar instruments can be created. This can lead to competitive situations with other service providers or attempts at deception and fraud through deliberately similar offers.
TokenPay is based on blockchain technology, which is decentralized and public – this makes it possible for third parties to create a different version of the blockchain by copying the existing data records and continuing them (“fork”). In the event of a fork of a supported blockchain, UhuPay may be forced to discontinue the service offering and TokenPay until UhuPay has verified that the functionality can still be ensured. As a fork can occur at short notice, UhuPay will most likely only be able to pass on a very short-term warning to the end customer in this case. After a fork, UhuPay is free to decide which version of the blockchain it wishes to continue supporting.
As TokenPay is based on decentralized and public blockchain technology, UhuPay has no ability or obligation to prevent (malicious) attacks on the blockchain or to solve problems with the blockchains on which TokenPay operates. This also includes unavailability of the blockchain (“downtime”). Such events may delay or restrict the functioning of TokenPay. UhuPay shall not be liable or responsible for any indirect or direct damages suffered by the end customer in the event of such events.
The blockchains on which TokenPay operates may be changed by UhuPay at any time and solely at UhuPay’s own discretion. If UhuPay decides to discontinue TokenPay’s support for a particular blockchain, it shall inform the end customer in writing, by email, through the service offering or by comparable means at least 30 calendar days in advance. Following this information, the end customer may carry out any necessary migration to another supported blockchain. If the end customer does not carry out a migration, although this would be necessary, UhuPay shall not be liable for any further events that take place on the previously supported blockchain. UhuPay does not provide support for blockchains that are no longer supported and accepts no responsibility for any events that take place on this blockchain in connection with TokenPay. UhuPay strives to ensure that TokenPay always supports at least one (1) blockchain
The customer’s blockchain wallet is exclusively owned and controlled by the end customer. Accordingly, UhuPay shall not be liable in connection with any losses incurred in connection with the blockchain wallet. UhuPay is also not liable for the provision of an incorrect address by the end customer to UhuPay and any resulting damages.
TokenPay uses various executable programs which hold and manage crypto assets in a decentralized manner (“liquidity pools”). UhuPay has no access to all crypto assets held in liquidity pools and bears no responsibility for the actions carried out in the liquidity pool. In this context, situations may also arise in which there is insufficient liquidity in the liquidity pools to carry out a transaction. Such an event is not within UhuPay’s sphere of influence or responsibility, even if it may affect the functionality of TokenPay. UhuPay shall not be liable for any damages incurred in such cases. There may also be (drastic) price fluctuations between different crypto values, including fiat-pegged tokens (“stablecoins”). This is not within UhuPay’s sphere of influence or responsibility, and UhuPay shall not be liable for any direct or indirect losses or damages incurred.
Since TokenPay is based on public and decentralized blockchain technology, errors may occur in smart contracts, including in the liquidity pools used, which may limit or prevent the functionality of TokenPay. This also includes errors in the RPC interfaces, documentation, special hacking attacks, central libraries for operating the blockchains and comparable technologies and code elements. Among other things, this can also lead to exchange rate risks for consecutive transactions.
Situations may also arise in which crypto assets, especially stablecoins, cannot be exchanged for traditional monetary assets as expected. UhuPay accepts no liability for such situations.
UhuPay seeks to cooperate with third parties in various ways in order to expand the range of services offered by the platform. The use of third parties may result in additional fees for the end customer. In such a solution, UhuPay does not have access to the end customer’s funds at any time and does not carry out any transactions on behalf of the end customer. In cooperation with third parties, UhuPay may request more comprehensive data from the end customer as part of a “know-your-customer” (KYC) procedure, which will be passed on to third parties. By disclosing such data, the end customer consents to this practice. The end customer agrees to the use of third-party services. Extensions to the service offering may include, but are not limited to, the following offerings:
1. The integration of an on- and off-ramp solution to enable the exchange of stablecoins into traditional currencies.
2. The integration of further deposit and withdrawal partners, which (a) should be expanded to include currency exchange.
3. The integration of external partners for the implementation of know-your-customer (KYC) procedures and (sanctions list) monitoring.
4. The integration of external partners to connect blockchain wallets and change the blockchain.
5. The integration of so-called decentralized exchanges, which enable a cryptocurrency exchange before the initiation of the transaction for the end customer, as well as the integration of so-called bridges, which enable a transfer or exchange of cryptocurrencies from one blockchain to another blockchain before the initiation of the transaction for the end customer, as well as other comparable services.