General Terms and Conditions (“GTC”) for End Customers

These General Terms and Conditions describe the terms and conditions under which you (“End Customer”) may use the provided service offering as well as the product TokenPay, each available at consumer.usetokenpay.com and checkout.usetokenpay.com and provided by UhuPay GmbH, a corporation based at Mergenthalerallee 73-75, 65760, Eschborn, Germany, hereinafter referred to as “UhuPay.” The service offering and TokenPay are primarily used by customers who operate online shops, foreign payment services, or similar offerings (“Customers”). This agreement does not govern the relationship between the End Customer and the Customer, but solely that between the End Customer and UhuPay.

The end customer is obliged to read this agreement, as it contains crucial usage instructions for TokenPay and the service offering. By accessing TokenPay and/or the service offering, the end customer confirms that they have read and understood this agreement and accept all terms and conditions. If the end customer does not accept this, they are not entitled to use or access TokenPay and/or the service offering.

To access TokenPay and/or the service offering, the end customer must be a natural person and capable of entering into a legally binding contract with UhuPay – this requires, for example in Germany, reaching the age of majority – and meet the terms and conditions of this agreement. Furthermore, by using TokenPay and/or the service offering, the end customer confirms that they are not subject to economic or trade sanctions administered or enforced by a governmental authority, or otherwise listed as a prohibited or restricted party, or a citizen or resident of a jurisdiction or territory that is subject to comprehensive nationwide, regional, or local economic sanctions of the Federal Republic of Germany. Additionally, the end customer assures UhuPay that their access to TokenPay and the service offering complies with all applicable laws and regulations and that the end customer will not use TokenPay and the service offering to engage in, promote, or otherwise facilitate illegal activities.

Note: This agreement contains important information, including a binding arbitration clause that affects your rights regarding the resolution of disputes. TokenPay and our service offerings are only available to you – and you should only access TokenPay and our service offerings – if you fully agree to these terms.

§ 1: Subject matter of the contract and important definitions

“TokenPay” refers to the software solution from UhuPay, which includes the technical infrastructure for conducting blockchain-based transactions. TokenPay serves solely as a software solution for the customer to facilitate the acceptance and processing of blockchain-based transactions. TokenPay particularly consists of the TokenPay API, the TokenPay plugins for various modular systems, the TokenPay buttons, as well as 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 to verify whether a blockchain transaction has been executed, as well as the manual hash input function on the TokenPay checkout page for manually adding transactions. Currently, the Polygon blockchain is supported as an EVM-based blockchain with the chain ID 137.
"Payment" refers to the action of the end customer to request a TokenPay checkout session integrated via the TokenPay API, the TokenPay plugins, the TokenPay button, or the TokenPay QR codes with a TokenPay checkout page and, if necessary, subsequently fill out and submit the data fields of the TokenPay checkout page once, thereby also utilizing the internal module for verifying blockchain transactions, the email confirmation on the TokenPay checkout page, and/or the manual hash input function on the TokenPay checkout page.
"Service offering" refers to the digital platform services through which the end customer manages their interactions with the product TokenPay. This includes the end customer dashboard – a web application accessible via the internet at consumer.usetokenpay.com – with a transaction overview as well as supporting information and services. Additionally, the service offering includes the integration of third-party services in accordance with Paragraph 11, Section 10. Furthermore, this includes support services in written form, via email, by phone, or with comparable technologies. Information offerings such as websites are also included.
“Account” refers to the account in the end customer’s service offering.
“Access code” refers to the personal access code of the end customer, which the end customer can use to log into the service offering or to confirm individual activities automatically or in contact with customer support.
To use the service offering and/or TokenPay, the end customer requires a non-custodial blockchain wallet, which allows 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 terms and conditions, which constitute a separate agreement from these 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 restore cryptocurrencies. By connecting this non-custodial blockchain wallet to the service offering or TokenPay, the end customer agrees to these terms and conditions. The end customer may also use a so-called embedded wallet, where the management of wallet access is facilitated by the provider of this embedded wallet, a third party. In this context, Section 11, Paragraph 10 applies.

§ 2: Conclusion of the Agreement, Duration and Termination

With the conclusion of this agreement and during the term of this agreement, the end customer must ensure that they comply with the terms of this agreement. If the end customer is unable to meet the terms of this agreement, they must inform UhuPay and cease the use of TokenPay and the service offerings.
This agreement is concluded for an indefinite period.
The end customer should observe the terms and conditions of blockchains, network operators, and other third parties that are a prerequisite for using TokenPay...
UhuPay reserves the right to change this agreement. If significant changes are made, the creation date will be updated. All changes will take effect upon publication, and the (continued) use of TokenPay and/or the service offering by the end customer will be considered acceptance of the changes. This also includes UhuPay's right to review, change, terminate, supplement, or 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 is obliged to provide UhuPay with correct and sufficient information, which may be requested by UhuPay at any time. The information serves to confirm the identity of the end customer and their management as well as owners and to plan the operation of TokenPay and the service offerings, as well as related internal risk management. Additionally, further information may be collected in accordance with Paragraph 11, Section 10, in order to provide the end customer with third-party services. The end customer agrees to the sharing of information with third-party services in accordance with Paragraph 11, Section 10.
The end customer is responsible for the accuracy and timeliness of the information provided. The end customer is obliged to notify UhuPay immediately if the provided information, especially the name and address, changes. UhuPay is not responsible for any damages incurred by the end customer due to the end customer's failure to comply with the above regulations.
The end customer agrees that UhuPay may use all legal means to verify the identity of the end customer and that this information will be stored for this purpose. The end customer is also responsible for complying with applicable law, particularly with regard to anti-money laundering regulations and anti-terrorism financing regulations. The end customer further acknowledges that a violation of guidelines such as those mentioned above may damage UhuPay's reputation and that the end customer will financially compensate UhuPay for any reputational damage caused in this context.
If a planning risk arises for UhuPay, there is suspicion of damage to the reputation or damage to the reputation of UhuPay, or verification of the end customer is no longer sufficiently possible, UhuPay is 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 receive compensation.

§ 4: Rights and Responsibilities of UhuPay

UhuPay owns and retains all rights to TokenPay and the service offerings, as well as related licensing rights, trademark rights, copyright, and usage rights. The service offerings and the use of TokenPay include the aforementioned rights.
UhuPay can enable the end customer to use third-party services. UhuPay assumes no responsibility for the content or actions of such third-party services. The interaction of the end customer with such third-party services is conducted solely at the end customer's own risk. UhuPay is not responsible for the accuracy of the content, except for content created by UhuPay. Thus, UhuPay is, for example, not responsible for information that the end customer discloses and shares through 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 offering and TokenPay solely 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, backups, and other similar aspects that affect communication with the service offering and TokenPay.
The end customer confirms that they will not engage in any activities that would disrupt the service offering or TokenPay.
The service offering may contain links to third-party sites. The end customer visits third-party services at their own risk.
The end customer confirms that they do not store or transmit any content from TokenPay and the service offering that violates applicable law or fair use. The end customer also confirms that they do not encourage other users to engage in such activities.
The end customer confirms that they will not copy, modify, alter, reproduce, or otherwise use protected material, trademarks, or other intellectual property of UhuPay, which they gain access to through the use of TokenPay or the service offerings.
If the end customer does not fulfill the responsibilities of this contract, UhuPay may terminate this agreement without notice at any time, discontinue the provision of TokenPay and the service offering, and delete the end customer's account.
The end customer confirms that they will keep the account information and access codes secure and will not share them, as these are personal data, and ensures that no unauthorized access is possible. The end customer confirms that they will not grant any third party access to the service or their account. The end customer will always log out of the service as soon as they finish using the web application or a similar application that allows access to the service. The end customer must immediately inform UhuPay about the loss of account information or access codes or any unauthorized use at the email address support@usetokenpay.com Only the end customer is responsible for all activities conducted in the account.
The end customer is solely responsible for complying with applicable law. The end customer confirms that they are solely responsible for identifying any potentially applicable laws, including relevant tax laws. The end customer is solely responsible for paying taxes and submitting tax-relevant information to the appropriate authorities. The end customer is solely responsible for actions or omissions by end users that end users take while using the service offering or TokenPay. The end customer guarantees that all end users who use the service comply with the end customer's responsibilities under this agreement.

§ 6: Communication

The service offering, email messages, telephone calls, and similar means are to be used for communication. Communication takes place in German.

§ 7: Fees

TokenPay is based on decentralized and public blockchain technology. For the execution of a payment, liquidity pools are used, which currently retain about 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 revenue. If this is not the case, this or a similarly high fee may be retained in a decentralized manner from the end customer. The blockchain technology and the liquidity pools are not under the control of UhuPay, and UhuPay does not influence the development of this fee and therefore does not provide any guarantees or liability.
The use of the service offering is free of charge, provided that fair use is observed. If UhuPay believes that the customer is violating fair use, UhuPay will inform the customer before any fees arise under this paragraph.
All fees central to the service offering or TokenPay are exclusive of statutory sales tax and other taxes, deductions, discounts, and similar items. All fees are charged in euros. Fees for sending letters and document flat rates are charged as expenses. Invoicing is done monthly in digital form via email at the beginning of the month for the previous month. Delivery by mail is possible at the express request of the end customer. A payment term of seven calendar days applies; thereafter, the end customer is in default of payment. Any default interest and reminder fees will be calculated in accordance with the legally applicable framework conditions.
UhuPay is not responsible for third-party fees, such as blockchain fees (also known as "Gas Fees"). However, UhuPay may cover the blockchain fees for transactions; however, this does not create any right for the end customer that UhuPay will do so in the future, and UhuPay can discontinue this activity at any time. The end customer has no right to compensation, reduction of fees, or any other form of compensation as a result.

§ 8: Liability

The end customer indemnifies UhuPay and all affiliated companies and business partners as well as organs from any damages, losses, (attorney) costs, and other liabilities arising from the use or non-use of the service offering or TokenPay by the end customer, a breach by the end customer of this agreement, as well as an infringement of third-party rights by the end customer, including intellectual property or data protection regulations.
The service offering and TokenPay are provided on an availability basis. Although UhuPay strives to ensure the availability of the service offering and TokenPay at all times, it does not guarantee availability. UhuPay also does not guarantee the uninterrupted and continuous usability and execution of the service offering and TokenPay.
UhuPay is only liable for damages incurred if the end customer notifies the company of a breach of this agreement within a reasonable time. The liability amount is in any case, to the extent permitted by law, limited to the total amount of fees paid by the end customer to UhuPay under this agreement within the last three (3) calendar months from the notification by the end customer.
If the end customer incurs damage, they are responsible for taking all measures to limit that damage. If the end customer fails to do so, they are liable for damages in this context.
The end customer has no claim to 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 representatives be liable for any indirect or consequential damages, including lost revenue, reputational damage, data loss, or other technical damages, data leaks caused by the customer, interruptions in the availability of TokenPay or the service offering, or any other similar damages.
In any case, UhuPay's liability shall expire, to the extent permitted by law and regardless of the basis for liability, after three (3) months.

§ 9: Force Majeure

UhuPay is not liable for damages that it can prove were caused by unusual and unforeseeable circumstances beyond its control and whose consequences could not have been prevented by any means.
One party must notify the other party in writing about an event of force majeure as soon as possible. UhuPay can also do this through their website or service offerings or similar means.

§ 10: Miscellaneous

UhuPay has the unrestricted right to transfer this agreement or parts thereof and other rights and obligations in whole or in part to third parties. The end customer is not entitled to transfer rights and obligations from this agreement.
UhuPay is not actively supervised by the Federal Financial Supervisory Authority (BaFin) or other comparable authorities. The end customer acknowledges that UhuPay does not carry out transactions on behalf of the end customer, does not access their funds, and does not make payments for them.
This agreement is concluded under German law. The end customer must first notify UhuPay of any breach of the agreement by UhuPay. All disputes between the parties shall primarily be resolved through negotiations. Any disputes arising from or in connection with this agreement or regarding its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS), excluding the ordinary legal process. The arbitration tribunal consists of three arbitrators. The place of arbitration is Frankfurt am Main. The language of the proceedings is German. The applicable law in this matter is German law. The provisions of the UN Sales Convention are excluded. The path of judicial dunning proceedings by UhuPay against the end customer remains unaffected; this remains permissible.
Changes or additions to this agreement, including this written form clause, require written form unless a stricter form is legally required.
Should any provisions of this agreement or any future amendment be wholly or partially invalid or unenforceable, or lose their validity or enforceability later, the validity of the remaining provisions of this agreement shall not be affected. The same applies if it should turn out that the agreement contains a gap in regulation. Instead of the invalid or unenforceable provisions or to fill the gap, an appropriate regulation shall apply, to the extent legally possible, retroactively 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, had they considered the point at the conclusion of this agreement or at the later inclusion of the provision.

§ 11: Disclaimer and instruction on risks in the blockchain area

Blockchain-based transactions are associated with various risks for which UhuPay assumes no liability as stated above, as these are third-party services. These risks include a total loss of the transmitted data and (monetary) values.
TokenPay is based on blockchain technology, which is decentralized and public. Therefore, despite the intellectual property of UhuPay 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 similarly designed offers.
TokenPay is based on blockchain technology, which is decentralized and public – this allows third parties to create a different version of the blockchain by copying the existing records and continuing it (“Fork”). In the event of a fork of a supported blockchain, UhuPay may be forced to suspend the service offering and TokenPay until UhuPay has verified that functionality can still be ensured. Since a fork can occur at short notice, UhuPay will likely only be able to provide a very short warning to the end customer in this case. After a fork, it is UhuPay's free decision which version of the blockchain will be supported going forward.
Since TokenPay is based on decentralized and public blockchain technology, UhuPay has no means or obligations to prevent (malicious) attacks on the blockchain or to resolve issues related to the blockchains on which TokenPay operates. This also includes unavailability of the blockchain ("downtime"). Such events may delay or restrict the functionality of TokenPay. UhuPay is not liable or responsible for any indirect or direct damages to the end customer in such events.
The blockchains on which TokenPay operates can be changed at any time and solely at the discretion of UhuPay. If UhuPay decides to discontinue support for TokenPay on a specific blockchain, it shall inform the end customer in writing, via email, through the service offering, or in a comparable manner at least 30 calendar days in advance. Following this information, the end customer may need to carry out a migration to another supported blockchain. If the end customer does not carry out a migration, although it would be necessary, UhuPay is not liable for any further events that occur on the formerly supported blockchain. UhuPay does not provide support for unsupported blockchains and assumes no responsibility for any events related to TokenPay on this blockchain. UhuPay aims to ensure that TokenPay always supports at least one (1) blockchain.
The customer's blockchain wallet is solely owned and controlled by the end customer. Accordingly, UhuPay is not liable in connection with any losses arising from the blockchain wallet. UhuPay is also not liable for providing an incorrect address by the end customer to UhuPay and any resulting damages.
TokenPay uses different executable programs that own and manage crypto assets in a decentralized manner (“liquidity pools”). In this context, UhuPay does not have access to all crypto assets present in the liquidity pools and also bears no responsibility for the actions carried out in the liquidity pool. As a result, there may be situations where there is not enough liquidity in the liquidity pools to carry out a transaction. Such an event is not within the influence and responsibility of UhuPay, even if it may affect the functionality of TokenPay. UhuPay is not liable for any damages arising in such cases. Additionally, there may be (drastic) fluctuations in the prices between different crypto assets, including fiat-pegged tokens (“stablecoins”). This is not within the influence and responsibility of UhuPay, and UhuPay is not liable for any direct or indirect losses and damages incurred.
Since TokenPay is based on public and decentralized blockchain technology, there may be errors in smart contracts, including those used in liquidity pools, which can restrict or prevent the functionality of TokenPay. This also includes errors in RPC interfaces, documentation, specific hacking attacks, central libraries for operating blockchains, and comparable technologies and code elements. This can also lead to exchange rate risks in consecutively executed transactions.
There may also be situations in which crypto assets, especially stablecoins, are not exchangeable for traditional currency values as expected. UhuPay accepts no liability for such situations.
UhuPay seeks various collaborations with third parties to expand the service offerings of the platform. By using third parties, additional fees may be incurred for the end customer. In such a solution, UhuPay does not have access to the end customer's funds at any time and also does not conduct 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) process, which may be shared with third parties. By providing such data, the end customer agrees to this practice. The end customer consents to the use of third-party services. Expansions of the service offerings may include, among other things, the following services:
1. The integration of an on- and off-ramp solution that is intended to enable the exchange of stablecoins for traditional currencies.
2. The integration of additional deposit and withdrawal partners, which is intended to expand (a) to currency exchange.
3. The integration of external partners for the execution of "Know-your-Customer procedures" (KYC) as well as (sanctions list) monitoring.
4. The integration of external partners to connect blockchain wallets and switch the blockchain.
5. The integration of so-called decentralized exchanges, which enable a cryptocurrency exchange for the end customer before initiating the transaction, as well as the integration of so-called bridges, which allow the transfer or exchange of cryptocurrencies from one blockchain to another blockchain before initiating the transaction for the end customer, as well as other comparable services.

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