The German translation is the only legally binding version of this privacy policy. For a reference in English, please go to the bottom of this page.

General Terms and Conditions for Partners

These General Terms and Conditions describe the terms and conditions under which you („Partner“) and UhuPay GmbH, a limited liability company located at Mergenthalerallee 73-75, 65760 Eschborn, Germany, hereinafter referred to as the „Company,“ cooperate. This agreement does not govern the relationship between the end customer and the customer, the end customer and the Company, the customer and the Company, you and the customer, or you and the end customer.

The partner is obligated to read this agreement, as it contains crucial terms of use and contractual elements for our collaboration. By registering as a partner, the partner confirms that they have read and understood this agreement and accept all terms and conditions. Should the partner not accept these terms, they are not authorized to register as a partner.

To register as a partner, the partner must be a legal entity or a natural person and be able to enter into a legally binding contract with the company and fulfill the terms and conditions of this agreement. Furthermore, by registering as a partner, the partner confirms that they are not subject to economic or trade sanctions administered or enforced by a government agency, are not otherwise listed as prohibited or restricted parties, or are not a citizen or resident of a jurisdiction or territory subject to comprehensive nationwide, territorial, or regional economic sanctions of the Federal Republic of Germany. The partner also assures the company that their registration as a partner complies with all applicable laws and regulations and that they will not use the partnership to conduct, promote, or otherwise facilitate illegal activities.

The original version of this agreement is written in German. Other translations are provided for convenience only and are not legally binding. Only the German version is legally binding.

1. 1. Subject matter of the contract and important definitions

1. The partner and the company are bound by a relationship of trust, which has led to the partner's interest in distributing the company's products to its contacts. This partner agreement describes the terms and conditions under which the company provides the partner with the service offering and the TokenPay product, both available at usetokenpay.com and its subdomains, for distribution to the partner's customers. This agreement does not govern the relationship between the partner and the customer, the partner and the end customer, the company and the customer, or the company and the end customer.

2. The original version of this agreement is written in German. Further translations are provided for convenience only and are not legally binding. Only the German version is legally binding.

3. Upon conclusion of this agreement, the company authorizes the partner to distribute TokenPay and the company's service offering to its contacts.

4. „TokenPay“This refers to the company's software solution, which includes the technical infrastructure for conducting blockchain-based transactions. TokenPay functions exclusively as a software solution for the customer to facilitate the acceptance and processing of blockchain-based transactions. TokenPay consists specifically of the TokenPay API, TokenPay plugins for various website builder systems, TokenPay buttons and QR codes, TokenPay payment links, the TokenPay exchange page and associated modules, the TokenPay checkout page with associated TokenPay checkout sessions, which provides a user interface for liquidity pools based on the decentralized and public blockchain, automatic email confirmation on the TokenPay checkout page, the internal module for verifying whether a blockchain transaction has been carried out, and the manual hash input function on the TokenPay checkout page for manually adding transactions. Currently, the blockchain Polygon is being used as EVM-based blockchain with chain ID 137 is supported; other compatible blockchains include Ethereum, Arbitrum, Optimism, Base, Binance Smart Chain, and Avalanche. Furthermore, the company is committed to continuous development, which may lead to adjustments to this definition.

5. The company may also provide general consulting services to the partner or the customer and, in cooperation with the TokenPay group of companies (Kolibri GmbH, UhuToken Blockchain Servicegesellschaft mbH, UhuPay GmbH, Flamingo GmbH), license intellectual property rights within a limited scope and transfer know-how. However, this is not part of this agreement and will be governed by subsequent agreements as explained below. If there is a need for general consulting services, licensing of existing intellectual property rights, or the transfer of know-how, the company and the partner/customer will conclude a further, new agreement. In this case, all know-how transferred under this agreement will be considered newly transferred to the partner/customer and not as know-how already known to the partner/customer. In addition to paragraph 1, this agreement will also include the distribution of the services described above and similar services related thereto and/or to the partner's service offering and TokenPay to customers.

6. „payment“This refers to the action of the end customer to request a TokenPay checkout session with a TokenPay checkout page, integrated by the customer using the TokenPay API, TokenPay plug-ins, TokenPay payment links, the TokenPay exchange page and associated modules, the TokenPay button or TokenPay QR codes, and, if necessary, subsequently to fill out and submit the data fields of the TokenPay checkout page once, thereby also using 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.”.

7. „Service offering“This refers to the digital platform offerings through which the customer manages their interactions with the TokenPay product. This includes the business customer dashboard – a web application accessible via the internet – with a transaction overview, a customer overview, a general overview, as well as various configuration options for the TokenPay API, the TokenPay checkout page, the TokenPay payment links, and the TokenPay plug-ins, along with filter and export functions. Furthermore, this includes support services in written form, via email, by telephone, or using comparable technologies. Information offerings such as websites, the private customer dashboard – also a web application accessible via the internet – with a transaction overview, and other comparable supporting information and services are also included. In addition, the service offering includes the integration of third-party services in accordance with Section 10, Paragraph 10, in the business customer and private customer dashboards.”.

8. „customer“This refers to a third party that uses the software solution and TokenPay to support its end customers in accepting payments from them or conducting other transactions. As part of the business relationship between the company and the customer, the customer is obligated to provide certain information to the company and to fulfill certain obligations. Furthermore, the customer is potentially obligated to pay fees.”.

9. „End customer“This refers to a third party that uses the TokenPay software solution, initiated by the customer, to support a payment to the customer.

10. „distribution“" or "„mediation“my activities through the partner with its contacts (according to paragraph 5, section 1), which contacts convince to use the company’s products (according to paragraph 5, section 1).

2. Conclusion of the agreement, term and termination
   

1. This agreement is concluded for an indefinite period.

2. The partner shall inform the customer of the terms and conditions of blockchains, network operators and other third parties, which are a prerequisite for the use of TokenPay, and shall comply with them himself.

3. Both parties have the right to terminate this agreement by giving three (3) months' written notice to the end of the month. This does not affect the right to extraordinary termination, in particular in the event of a breach of compliance measures.

4. The company's obligation to permit the partner to distribute the service offering and TokenPay to customers ends upon termination of this agreement. Any accounts and similar access rights will also be closed and/or deleted. The partner has no right to compensation – even in the case of extraordinary termination – or to any other form of compensation, nor to the transfer or release of customer (contact) data transmitted during the cooperation. Conversely, the company has no further claims against the partner, provided the partner has not violated this agreement.

3. Information provided by the partner to the company

1. The partner is obligated to provide the company with accurate and sufficient information upon request. This information serves to verify the identity of the partner and its management and ownership, and to plan the operation of the service offering and TokenPay, as well as related internal risk management. The partner agrees to the transfer of this information to third-party services for the purpose of conducting Know Your Customer (KYC) checks and similar assessments.

2. If there is suspicion of damage to the reputation of the partner or the company, or if verification of the partner is no longer sufficiently possible, the company is entitled to terminate this agreement without notice.

3. The service offerings, emails, telephone calls, and similar means should be used for communication. Communication will take place in German. Exceptions are possible at the company's discretion. The company specifically draws the partner's attention to the following, which the partner accepts:

4. In particular, communication via electronic means carries various risks with regard to confidentiality. The customer is aware of the risks associated with unencrypted and insecure communication channels, especially the risk that information about potential customers may be unintentionally disclosed to third parties. If the partner uses such communication channels, they shall indemnify the company against any claims for losses or damages incurred by the partner and/or its affiliated companies or the potential customer, to the extent permitted by law.

5. For quality assurance purposes, compliance with legal and regulatory requirements, and for evidentiary purposes, the partner expressly authorizes the company and/or its affiliated companies to record and store telephone calls and electronic communications in a manner that the company and/or its affiliated companies deem appropriate at their sole discretion. The company will inform the partner of this in advance. The partner may request access to all stored data at any time.

4. Rights and responsibilities of the company
   

1. The company owns and retains all rights to TokenPay and the service offering, as well as related license rights, trademark rights, copyrights, and usage rights. The service offering and the use of TokenPay include the aforementioned rights.

2. The company may allow the partner, or customers referred by the partner, to use third-party services. The company assumes no responsibility for the content or actions of such third-party services. The partner's/customer's interaction with such third-party services is solely at their own risk. The company is not responsible for the accuracy of the content, except for content created by the company itself. Therefore, the company is also not responsible for information that the partner/customer transmits through third-party services.

3. The company is entitled to use the (trade) name and logo of the partner for its own advertising and marketing activities, for example within the framework of the website, company presentations, live events and published information brochures.

4. For integrations pursuant to Section 5, Paragraph 2, Sentence 1, the company undertakes to provide support services and similar instructions. Should complications nevertheless arise, the company undertakes to provide resources for integration until it is successfully integrated and functioning at the customer's site without incident. Furthermore, the company will continuously offer the corresponding support services to customers referred by the partner for the duration of this agreement.

5. The company will integrate a partner page into its website. This partner page will generally represent the partner program, the legal basis of which is defined, for example, in this agreement, and will serve as a starting point for potential customers of the company to select a suitable partner to support the integration process. Once this website is operational, the company undertakes to list the partner in this directory, provided their main business area aligns with the company's services and industries. The company may also present this offer in further advertising campaigns.

6. Similar to the preceding paragraph, the company also intends to establish a quality seal. Within this framework, uniform quality standards, both general and specific, based on experience with the integration of the company's products, will be defined and expressed in one or more quality seals. The company will then add these quality seals to the partner listing as described in the preceding paragraph. The partner may also use these quality seals, for example, on their website or other promotional materials.

7. Similar to the preceding paragraph, the company also intends to offer the TokenPay Partner Program („Partner Program“). Under the Partner Program, the partner has the opportunity to distribute the service offering and TokenPay to suitable customers or end customers on their own account – i.e., independently of the remuneration provisions in Section 5, Paragraph 3a. The partner can set individual remuneration rates on a customer- and transaction-specific basis. These remuneration rates will be disclosed separately by TokenPay. The partner is not entitled to declare these rates as TokenPay fees. The remaining provisions of this agreement, in particular those in Section 5, remain in effect and also apply to the Partner Program.

 

5. Partner's rights and responsibilities
   

1. In addition to Section 1, Paragraph 1 of this Agreement, the Partner is granted permission by the Company to actively market TokenPay, the service offering, and all related services, including those pursuant to Section 1, Paragraph 5, last sentence, to its customers, business contacts, networks, etc. („Contacts“) to distribute, provided that these activities do not violate Section 3, Paragraph 2. The following detailed regulations apply:

a. The partner has the option of presenting Tokenpay, its service offerings, and other services defined below to contacts as part of brokerage or sales activities. The partner decides on the appropriateness of a presentation at its own professional discretion (in particular taking into account the timing, the legal system, and the applicable laws and international sanctions).

b. As part of this, the partner also receives the opportunity to refer contacts to TokenPay's infrastructure programs, which include white-labeling solutions for TokenPay and the service offering, cooperation programs for individual payment and remittance solutions based on TokenPay and the service offering, cooperation programs for listing individual cryptocurrencies with TokenPay, as well as the brokering of cross-border payments, cross-network payments, crypto payment links, crypto exchange services (buying and selling), on- and off-ramping services, and concierge and brokerage services in the high-end customer segment, as described above.

c. The partner must inform the company in writing (e.g., by email or text message) about the details of the referred contact before the company begins onboarding that contact. Exceptions to this are possible on a case-by-case basis with the company's written approval (e.g., by email or text message).

d. Furthermore, the parties agree that only one partner may be named for each contact facilitated, and that if another partner has already facilitated the contact, the company alone decides which partner it links with the client. If an introduction is made by a group of natural and/or legal persons, a designated contact person shall contact the company and subsequently divide any fees appropriately and in accordance with applicable law, and inform the company of this in detail.

e. After initial contact by the partner, the company will contact the potential customer and negotiate the establishment of a business relationship. The decision as to whether the company enters into a business relationship with the potential customer rests solely with the company. If necessary, the company will review the relationship between the partner and the customer and request information from the partner for this purpose. The partner is obligated to provide this information promptly and completely.

f. During and after the establishment of a business relationship, the partner is not authorized to obligate the company in any way to specific actions or offers to the customer. The partner will not make any representations to the customer that are not expressly stated in this agreement or the promotional materials pursuant to paragraph 5.

g. For the purposes of this agreement, a referred contact means a customer who has been referred to the company in accordance with the following conditions:

i. The customer was reported to the company by the partner in accordance with the above conditions;

ii. The customer has successfully completed all required onboarding steps (including the necessary KYB / due diligence checks) and has been contractually accepted as a customer by the company or an affiliated company of the company;

iii. The customer maintains an account with the company after onboarding, or an individual software or license agreement has been concluded, and this agreement has not been terminated either ordinarily or extraordinarily by the customer or the company;

iv. The Customer has commenced an integration pursuant to paragraph 2, sentence 1, or has approved the commencement of software or license services pursuant to paragraph 2, sentences 2 and 3, within one year from the date of notification by the Partner to the Company.

v. The customer is not yet a customer of the company or an affiliated company on the date of notification by the partner to the company.

2. The partner receives the authorization to independently integrate or offer TokenPay to contacts. The partner distributes additional products as described above as software and licensing services of the company. Upon successful distribution of such a product, the contact and the company will subsequently conclude a further agreement to regulate this new business relationship and the services to be provided.

3. For the successful distribution of the aforementioned products to contacts, the partner is entitled to compensation. The company and the partner agree that this compensation is appropriate and that the partner is not entitled to further commissions or similar payments. In principle, compensation can be individually agreed upon between the company and the partner on a case-by-case basis and confirmed in writing (e.g., by email or text message) by the company. As a guideline, unless otherwise specified as described above, the following compensation rates are agreed upon:

a. For integrations pursuant to paragraph 2, sentence 1: The partner is entitled to a fee per transaction. This fee amounts to 2 (two) euro cents per transaction. In addition, individual, one-time flat fees may also be agreed upon. If the transactions are not related to the TokenPay payment software, but rather to TokenPay cross-border payments and TokenPay cross-network payments, a volume-based fee of 10 (ten) based on the transaction volume will be agreed upon instead of the fixed fee. The fee applies for an unlimited period.

b. The prerequisite for the continued remuneration per transaction in the aforementioned period is that the customer continues to maintain a business relationship and an active account in the service offering and that this agreement between the company and the partner continues to exist.

c. For other products outside of the integration pursuant to paragraph 2, sentence 1, for software services: The remuneration shall be 5% (five hundredths) of the net order volume of the (non-binding) offer which the company prepares in advance.

d. For other products outside the integration pursuant to paragraph 2, sentence 1, for licensing services: The remuneration shall be 20% (twenty hundredths) of the net order volume of the individual order for the entire duration of the individual order.

e. All mentioned fees are net amounts and are paid at the beginning of the month for the previous month's term. The partner is obligated to create an end-customer or customer account in accordance with the company's applicable terms and conditions and to complete the company's onboarding process. The fee is paid via appropriate smart contracts to the partner's wallet or account within the service offering, or, if otherwise agreed, to the specified bank account or via another individually agreed method confirmed in writing (e.g., by email or text message) by the company.

f. The company will issue a corresponding credit note to the partner. All fees are calculated in euros. The company is not responsible for any third-party fees or blockchain fees incurred by the partner or their contacts, nor does the company undertake to cover these. The partner is responsible for paying all applicable taxes related to their compensation.

g. The amount and terms of the agreed remuneration may be revised by the company. In principle, this should take place in consultation with the partner, taking into account the partner's individual business activities and needs, as well as their previous collaboration. The company will confirm any final changes to the remuneration to the partner in writing (e.g., by email or text message) at least 30 (thirty) days in advance.

4. The partner confirms to the contact upon initial contact and will disclose upon request that he receives compensation for the distribution of the products.

5. For the purpose of conducting sales activities, the partner is entitled to use all publicly accessible advertising materials, including the company's publicly accessible websites. If these materials are classified as confidential (in particular, indicated by the note "confidential" in the footer of a document), the partner must ensure that it is the current version of the document and that they are authorized to share it with the contact. This can be achieved, for example, through corresponding confidentiality agreements or written confirmation from the company (e.g., via email or text message). Furthermore, the company may provide the partner with additional materials or develop customized materials together for individual contacts or contact groups. Advertising materials created independently that contain names, trademarks, slogans, logos, or products/product descriptions must be approved in writing by the company (e.g., via email or text message) before use.

6. The partner can – if appropriate – continuously offer the company's products to its new and existing contacts.

7. The partner may also integrate the quality seal in accordance with paragraph 4, section 6, into its website, for example in the footer of the website or as part of a service description on the website.

8. The partner confirms that they will not engage in any activities that disrupt the service or TokenPay. The partner confirms that they will not store or transmit any content from TokenPay or the service that violates applicable law or fair use principles. The partner also confirms that they will not encourage other users to engage in such activities.

9. The service may contain links to third-party websites. The partner visits third-party services at their own risk.

10. The Partner confirms that they will not store or transmit any content from TokenPay and the service offering that violates applicable law or fair use principles. The Partner also confirms that they will not encourage other users to engage in such activities. The Partner confirms that they will not copy, modify, alter, reproduce, or otherwise use, except as specified in paragraph 5, any protected material, trademarks, or other intellectual property of the company to which they gain access.

11. The partner confirms that it possesses all licenses, registrations and/or memberships (e.g., membership in a self-regulatory organization or Chamber of Commerce) that may be legally required to provide its professional activities and services to potential clients, both at its registered office and at the location of its operational activities:

a. The partner agrees to provide all documents as proof and to allow the company to independently verify the above requirements by all legal means.

b. The partner confirms that they are familiar with and comply with all laws and regulations relating to the prevention of money laundering („AML“), terrorist financing („CFT“), bribery and corruption („ABC“), and violations of international sanctions applicable to the potential client. As a minimum standard, the partner must comply with the recommendations of the Financial Action Task Force („FATF“) in relation to all transactions with the company and/or its affiliates, including any stricter local regulations or company agreements.

c. The Partner undertakes to inform the Company immediately of any changes to its licenses, registrations and/or memberships, in particular the withdrawal of licenses or the introduction of licensing and approval requirements or similar regulations that apply to the Partner's business activities in the country where the Partner is based or where the Partner carries out its operational activities.

d. Business activities that the partner conducts in the country of the potential client are subject to local laws and regulations. The partner hereby confirms to the company that, in the event of cross-border activity, it is responsible for ensuring compliance with all laws and regulations applicable to its business activities within the scope of such cross-border activity, in particular with regard to the offering of financial products and services (if applicable).

e. The partner ensures that the potential client is treated fairly and equally, particularly compared to other contacts. Therefore, the partner takes all necessary measures to identify and avoid conflicts of interest that could have effects contrary to the interests of the potential client and, where required by law, discloses all potential or existing conflicts of interest to the potential client.

12. Furthermore, the partner hereby undertakes, warrants and commits to the following for the duration of this agreement:

a. That he may not pay out any part of the remuneration paid under this agreement to the customer or otherwise divide the remuneration with the customer or transfer it to the customer;

b. That he does not declare any part of any fees he imposes on the customer as fees of the company or its affiliated companies;

c. That he complies with all local and country-specific laws and regulations relating to his own professional activities, in particular with regard to AML/CFT, ABC and international sanctions;

d. That he supports the company in the areas of AML/CFT, ABC and sanctions with regard to the onboarding of a referred client and provides all known information about the client; and that he informs the company immediately if there is any suspicion of money laundering or terrorist financing;

e. That he has all licenses and permits necessary for his activities, including brokerage activities under this agreement, in accordance with local laws at his place of business and at the place of business of the potential client;

f. That he is aware of his responsibility regarding his own compliance regulations, particularly with regard to AML/CFT, ABC and international sanctions, and will implement or will implement measures to comply with these regulations in accordance with the provisions of this agreement.

13. The partner is solely responsible for all costs incurred in fulfilling these agreements and their obligations under this agreement. The company is not responsible for covering any of the partner's costs in this regard.

6. Liability
   

1. The Partner shall indemnify the Company and all affiliated companies and business partners as well as officers from all damages, losses, (legal) costs and other liabilities arising from the use or non-use of the Service Offering or TokenPay by the Customer or the Partner or its mediation, a breach by the Customer or the Partner of this Agreement as well as an infringement of the rights of third parties by the Customer / the Partner including intellectual property or data protection regulations.

2. The service and TokenPay are provided on an availability basis. Although the company strives to ensure the availability of the service and TokenPay at all times, it does not guarantee availability. The company also does not guarantee the uninterrupted and continuous usability and operation of the service and TokenPay.

3. The Company shall be liable only for actual damages incurred by the Partner, provided the Partner notifies the Company of a breach of this Agreement within a reasonable time. In any case, to the extent permitted by law, the amount of liability shall be limited to the total amount of fees paid to the Company by customers referred by the Partner within the last three (3) calendar months following notification by the Partner under this Agreement. Excluded from this limitation are fees that the Company has invoiced to the Partner or to customers referred by the Partner as a result of a breach of this Agreement.

4. If the partner incurs damages, they are responsible for taking all necessary measures to limit these damages. If the partner fails to do so, they are liable for any resulting damages.

5. The partner is not entitled to compensation upon termination of this agreement.

6. In no event – to the extent permitted by law – shall the company, its affiliates, business partners, distributors or officers be liable for any indirect or consequential damage, including lost revenue, reputational damage, data loss or other technical damage, data leaks caused by the partner, interruptions in the availability of TokenPay or the service offering or any other similar damage.

7. In any case, the company's liability shall expire after one year, provided this is legally permissible and regardless of the grounds for liability.

7. Force majeure

1. A party shall not be liable for damages which it can prove were caused by unusual and unforeseeable circumstances beyond its control and whose consequences could not have been prevented by any means necessary.

2. Force majeure or similar circumstances release the company from the obligation to provide the service and TokenPay for as long as the circumstance exists.

3. Each party shall notify the other party in writing of a force majeure event as soon as possible. The company may also do so via its website, service offerings, or similar means.

8. Confidentiality and secrecy

1. Both parties acknowledge that in the course of their cooperation they may have access to each other's confidential information. Confidential information includes, but is not limited to, business plans, technical specifications, financial data, proprietary software, and any other information marked as confidential or reasonably considered to be confidential ("Confidential Information").

2. Both parties shall maintain the confidentiality of each other's confidential information and may not disclose, use, reproduce, or distribute it without the express written consent of the affected party, unless required by law. If a party is obligated to disclose confidential information due to legal requirements or as part of court orders or legal proceedings, that party shall inform the affected party and undertake to disclose only the necessary confidential information and to withhold and protect to the best of its ability any non-essential confidential information.

3. The confidentiality obligation shall survive the termination or expiry of this agreement and shall remain in effect for a period of 10 (ten) years from the date of termination or expiry, unless otherwise required by law.

4. The parties undertake to take all reasonable measures to protect the other party's confidential information, including implementing appropriate security measures to prevent unauthorized access.

5. It is assumed that the term "confidential information" does not include:

a. Information that is publicly known or easily accessible at the time of disclosure;

b. Information that becomes publicly known or easily accessible after disclosure by the partner or the company, unless there is a breach of this agreement;

c. Information that the partner or company can prove was known to them prior to its disclosure by the partner or company;

d. Information that the partner or company can prove was provided to them by a third party who was authorized to do so and who was not subject to any obligation of confidentiality or restricted use.

6. Both parties undertake to pass on this confidentiality agreement to all involved employees, affiliated companies, legal successors and other involved natural and legal bodies and to obligate them to confidentiality as well.

9. Privacy Policy
   

1. The parties shall comply with the statutory provisions on data protection, in particular the regulations of the GDPR and the new Federal Data Protection Act (BDSG-neu), and shall obligate their employees accordingly. This applies in particular to the obligation of persons involved in data processing to maintain data secrecy (§ 53 BDSG-neu).

2. If the performance of the contractual services requires the transfer or processing of personal data, the parties shall conclude a separate data processing agreement (DPA).

10. Disclaimer, information on risks in the blockchain sector and terms and conditions for third-party partners

1. Blockchain-based transactions involve various risks for which the company, as stipulated in paragraph 6, assumes no liability, as these are third-party services. These risks include the total loss of transferred data and (monetary) value.

2. TokenPay is based on blockchain technology, which is decentralized and public. Therefore, despite the company's intellectual property rights or licenses held by affiliated companies, similar instruments can be created. This can lead to competition with other service providers or attempts at deception and fraud through deliberately similar offerings.

3. 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 existing data records and continuing it ("forking"). In the event of a fork of a supported blockchain, the company may be forced to discontinue its service and TokenPay until it has verified that continued functionality can be guaranteed. Since a fork can occur at short notice, the company will most likely only be able to issue a very short-term warning to its partner. After a fork, it is the company's sole discretion to decide which version of the blockchain to continue supporting.

4. Since TokenPay is based on decentralized and public blockchain technology, the company has no means or obligation to prevent (malicious) attacks on the blockchain or to resolve problems with the blockchains on which TokenPay operates. This includes blockchain unavailability ("downtime"). Such events may delay or restrict the functionality of TokenPay. The company is not liable or responsible for any direct or indirect damages incurred by the customer as a result of such events.

5. The blockchains on which TokenPay operates may be changed by the company at any time and solely at its own discretion. If the company decides to discontinue support for TokenPay on a particular blockchain, it will notify customers at least 30 calendar days in advance in writing, by email, through the service offering, or by a comparable method. Following this notification, customers may, if necessary, migrate to another supported blockchain. If customers fail to migrate when necessary, the company is not liable for any subsequent events that occur on the formerly supported blockchain. The company does not provide support for unsupported blockchains and assumes no responsibility for any events related to TokenPay on those blockchains. The company aims to ensure that TokenPay always supports at least one (1) blockchain.

6. The customer's/partner's blockchain wallet is solely owned and controlled by the customer/partner. Accordingly, the company is not liable for any losses incurred in connection with the blockchain wallet. Likewise, the company is not liable for any damages resulting from the customer/partner providing an incorrect address to the company.

7. TokenPay uses various executable programs that decentrally own and manage crypto assets ("liquidity pools"). The company has no access to all crypto assets held in these liquidity pools and is not responsible for the actions carried out within them. Consequently, situations may arise where there is insufficient liquidity in the liquidity pools to complete a transaction. Such an event is beyond the company's control and responsibility, even though it may affect TokenPay's functionality. The company is not liable for any resulting damages. Similarly, (drastic) price fluctuations may occur between different crypto assets, including fiat-pegged tokens ("stablecoins"). This is also beyond the company's control and responsibility, and the company is not liable for any resulting direct or indirect losses or damages.

8. Because TokenPay is based on public and decentralized blockchain technology, errors can occur in smart contracts, including those in the liquidity pools used, which may restrict or prevent TokenPay's functionality. This also includes errors in the RPC interfaces, documentation, specific hacking attacks, central libraries for operating the blockchains, and similar technologies and code elements. This can, among other things, lead to exchange rate risks in consecutive transactions.

9. Situations may also arise in which crypto assets, particularly stablecoins, are not convertible to traditional currencies as expected. The company accepts no liability for such situations.

10. The company seeks various collaborations with third parties to expand the platform's service offerings. Using third-party services may incur additional fees for the customer and end users. The company will inform customers of any such additional fees in a timely manner. With such a solution, the company never has access to customer funds and does not conduct any transactions on behalf of customers. In cooperation with third parties, the company may request more comprehensive data from partners, customers, and end users as part of a Know Your Customer (KYC) process, which will then be shared with these third parties. By disclosing such data, the partner consents to this practice. The partner agrees to the use of third-party services. Service expansions may include, but are not limited to, the following:

a. The integration of an on- and off-ramp solution that should enable the exchange of stablecoins into traditional currencies.

b. The integration of additional deposit and withdrawal partners, which (a) is intended to include currency exchange.

c. The integration of external partners for the implementation of "Know-your-Customer" (KYC) procedures and (sanctions list) monitoring.

d. The integration of external partners for connecting blockchain wallets and switching blockchains.

e. The integration of so-called decentralized exchanges, which enable cryptocurrency swapping before the transaction is initiated for the end customer, as well as the integration of so-called bridges, which enable the transfer or swapping of cryptocurrencies from one blockchain to another before the transaction is initiated for the end customer, and other comparable services.

11. Other regulations
    

1. This agreement is governed by German law. The partner shall first notify the company of any breach of this agreement. All disputes between the parties shall be resolved primarily through amicable negotiations. 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), to the exclusion of recourse to the ordinary courts. The arbitral 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 shall be German law. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) are excluded.

2. Amendments or additions to this agreement, including this written form clause, must be in writing unless a stricter form is required by law.

3. Should any provision of this agreement or any future amendment be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this agreement shall not be affected. The same shall apply if it should transpire that the agreement contains a gap. In place of the invalid or unenforceable provisions, or to fill the gap, a suitable provision shall apply, to the extent legally permissible and with retroactive effect to the date of conclusion of this agreement, which, to the extent legally permissible, most closely approximates what the parties intended or would have intended according to the meaning and purpose of the agreement, had they considered the matter when concluding this agreement or when subsequently adding the provision.

English version – only for reference

General Terms and Conditions for Partners

These General Terms and Conditions describe the terms and conditions under which you (“Partner”) and UhuPay GmbH, a corporation with its registered office at Mergenthalerallee 73-75, 65760, Eschborn, Germany, after referred to as “Company”, work together. This Agreement does not govern the relationship between the End Customer and the Customer, the End Customer and the Company, the Customer and the Company, you and the Customer or you and the End Customer.

The Partner is obliged to read this Agreement, as it contains decisive terms of use and contractual components for the joint cooperation. By registering as a partner, the partner confirms that he has read and understood this agreement and accepts all terms and conditions. If the Partner does not accept this, the Partner is not authorized to register as a Partner.

To register as an Affiliate, the Affiliate must be a legal or natural person and be able to enter into a legally binding contract with the Company and fulfill the terms and conditions of this Agreement.

In addition, by registering as a Partner, the Partner certifies 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 by the Federal Republic of Germany. In addition, the Partner represents and warrants to the Company that its registration as a Partner complies with all applicable laws and regulations and that it will not use the collaboration to conduct, promote or otherwise facilitate illegal activities.

The original version of this agreement is written in German. Other translations are for convenience only and are not legally binding. Only the German version is legally binding.

Subject matter of the agreement and important definitions

1. the Partner and the Company have a relationship of trust, which has resulted in an interest in the Partner distributing the Company's products to its contacts.

This Partner Agreement describes the terms and conditions under which the Company provides the Partner with the Service Offering and the TokenPay product, each available at usetokenpay.com and other subdomains, for distribution to the Partner's customers. This Agreement does not govern the relationship between the Partner and the Customer, the Partner and the End Customer, the Company and the Customer or the Company and the End Customer

2. the original version of this agreement is written in German. Any further translations are for convenience only and are not legally binding. Only the German version is legally binding.

(3) By entering into this Agreement, the Company authorizes the Partner to distribute TokenPay and the Company's service offering to the Partner's contacts.

(4) “TokenPay” means the Company's software solution, which includes technical infrastructure for the execution of blockchain-based transactions. TokenPay acts solely as a software solution for the customer to facilitate the acceptance and processing of blockchain-based transactions.

TokenPay acts exclusively as a software solution for the customer to facilitate the acceptance and processing of blockchain-based transactions. In particular, TokenPay consists of the TokenPay API, the TokenPay plug-ins for various web-building systems, the TokenPay buttons and TokenPay QR codes, the TokenPay payment links, the TokenPay exchange page and associated modules, the TokenPay checkout page with associated TokenPay checkout sessions, which provides 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; other compatible blockchains include Ethereum, Arbitrum, Optimism, Base, Binance Smart Chain and Avalanche. In addition, the company strives for continuous further development, which may lead to adjustments to this definition.

5. the company may also provide general consulting services to the partner or the customer and, in cooperation with the TokenPay group of companies (Kolibri GmbH, UhuToken Blockchain Servicegesellschaft mbH, UhuPay GmbH, Flamingo GmbH), license intellectual property rights to a limited extent and pass on know-how.

However, this is not part of this agreement and shall be regulated by subsequent agreements described below. If there is a need for general consulting services and the licensing of existing property rights or the transfer of know-how, the company and the partner / customer shall conclude a further, new agreement. In this case, all know-how transferred within the scope of this agreement shall be deemed newly transferred to the partner / customer and not as know-how already known to the partner / customer. However, in addition to paragraph 1, the distribution of the services described above and similar services in connection therewith and/or with the Partner's service offering and TokenPay to customers shall form part of this agreement.

6. “Payment” means the action of the End Customer, a payment made by the Customer using the TokenPay API, the TokenPay Plug-Ins, the TokenPay Payment Links, the TokenPay Exchange Page and related modules, the TokenPay Button or the TokenPay QR Codes to request an integrated TokenPay Checkout Session with a TokenPay Checkout Page and, if applicable, to subsequently fill in and submit the data fields of the TokenPay Checkout Page once and thus also use the internal module for checking blockchain transactions, the e-mail confirmation on the TokenPay Checkout Page and/or the manual hash input function on the TokenPay Checkout Page.

7) “Service offering” means the digital platform offerings through which the customer controls his interactions with the TokenPay product. This includes the corporate customer dashboard – a web application accessible via the Internet – with a transaction overview, a customer overview, a general overview, as well as various configuration options for the TokenPay API, the TokenPay checkout page, the TokenPay payment links and the TokenPay plug-ins, as well as filter and export functions. In addition, this includes support services in written form, by e-mail, by telephone or with comparable technologies. Information offerings such as websites, the private customer dashboard – also a web application accessible via the Internet – with a transaction overview and other comparable supporting information and services are also included. The range of services also includes the integration of third-party services in accordance with section 10, paragraph 10 in the corporate and private customer dashboard.

8) “Customer” means a third party that uses the Software Solution and TokenPay to support its end customers in order to accept payments from them or carry out other transactions. As part of the business relationship between the Company and the Customer, the Customer is obliged to provide certain information to the Company and to fulfill certain obligations.

In addition, the customer is potentially obliged to pay fees.

9) “End Customer” means a third party that uses the TokenPay software solution initiated by the Customer in order to make a payment to the Customer.

10. “Distribution” or “Referral” means activities by the Partner with its Contacts (as defined in clause 5, paragraph 1) which persuades Contacts to use the Company's Products (as defined in clause 5, paragraph 1).

Conclusion of the agreement, term and termination

1. this agreement is concluded for an indefinite period.

2. the Partner shall draw the Customer's attention to the general terms and conditions of blockchains, network operators and other third parties, which are a prerequisite for the use of TokenPay, and shall comply with them themselves

3. both parties have the right to terminate the agreement in writing with a notice period of three (3) months to the end of the month. This does not affect extraordinary termination, in particular in the event of a breach of compliance measures.

4. the Company's obligation to allow the Partner to distribute the Service Offering and TokenPay to customers shall end upon termination of the Agreement. Any accounts and similar accesses will also be closed and / or deleted. The partner has no right to compensation – even in the event of extraordinary termination, other compensation or the transfer or surrender during the cooperation period.

Conversely, the Company shall have no further claims against the Partner unless the Partner has breached this Agreement.

Information provided by the Partner to the Company

1. the Partner is obliged to provide the Company with correct and sufficient information upon request. The information serves to confirm the identity of the Partner and its management and owners and to plan the operation of the Service Offering and TokenPay as well as the associated internal risk management. The Partner agrees to the disclosure of this information to third party services for the purpose of carrying out know-your-customer checks and similar checks.

2. if there is suspicion of damage to the reputation or damage to the reputation of the company, or verification of the partner is not (or no longer) sufficiently possible, the company is entitled to terminate this agreement extraordinarily without notice.

3. the service offer, e-mail messages, telephone calls and similar means shall be used for communication. Communication shall take place in German. Exceptions are possible at the company's discretion. The Company shall draw the Partner's attention in particular to the following, which the Partner accepts: 

4. communication using electronic means of communication in particular harbors various risks with regard to confidentiality. The customer is aware of the risks associated with unencrypted and non-secure communication channels, in particular the risk that information about potential customers may inadvertently be disclosed to third parties. If the Partner uses such communication channels, it shall indemnify the Company against any claims for loss or damage incurred by the Partner and/or its affiliates or the potential customer, to the extent permitted by law. 5.

5. for quality assurance, legal and regulatory compliance and evidentiary purposes, the Partner expressly authorizes the Company and/or its Affiliates to record and store telephone conversations and communications by electronic means in such manner as the Company and/or its Affiliates deem appropriate in its sole discretion. The Company shall inform the Partner of this in advance. The Partner may inspect all stored data at any time upon request.

Rights and responsibilities of the company

1. the Company 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.

2. the Company may enable the Partner or customers referred by the Partner to use third-party services. The Company assumes no responsibility for the content or actions of such third party services. The Partner's / Customer's interaction with such Third Party Services is solely at the Partner's / Customer's own risk. The Company is not responsible for the accuracy of the content, except for content created by the Company. Thus, the company is also not responsible for information that the partner / customer passes on through third-party services.

3. the company is entitled to use the (trade) name and logo of the partner for its own advertising and marketing measures, for example as part of the website, company presentations, live events and published information brochures.

4. for integrations in accordance with section 5, paragraph 2, sentence 1, the company undertakes to provide support services and similar instructions. If complications nevertheless arise, the company undertakes to provide capacities for an integration until it is integrated into the customer's system without any incidents. The company will also provide ongoing support services for the duration of this agreement to customers who have been referred as contacts of the partner.

5. the company will integrate a partner page into its website in the future. This partner page shall generally represent the partner program, the legal basis of which is defined in this agreement, for example, to the outside world and shall serve in particular as a point of contact for interested parties who are potential customers of the company to select a suitable partner to accompany the integration. As soon as this web presence is available, the company undertakes to list the partner in this directory, provided that the partner's main field of business matches the company's services and sectors. If necessary, the company will also present this offer in further advertising measures.

6 Similar to the above paragraph, the company also intends to establish a quality seal. As part of this, uniform quality standards shall be defined generally and specifically in the experience with the integration of the company's products and expressed in one or more quality seals. The company then adds these quality seals to the partner listing in accordance with the above paragraph. The Partner may also use this quality seal on the Partner's website or other advertising materials, for example.

7. Similar to the above paragraph, the Company also intends to provide the TokenPay Partner Program (“Partner Program”). As part of the Partner Program, the Partner is given the opportunity to distribute the service offering and TokenPay to suitable customers or end customers for its own account – independently of the remuneration provisions in section 5, section 3a. The Partner can set individual remuneration rates for each customer and transaction. These remuneration rates are shown separately by TokenPay. The Partner is not entitled to declare these as TokenPay fees. The other provisions of this agreement, in particular those in section 5, continue to apply and also apply to the partner program.

Rights and responsibilities of the partner

1. in addition to section 1, paragraph 1 of this agreement, the Partner is authorized by the Company to actively distribute TokenPay and the service offering and all associated services, including those in accordance with section 1, paragraph 5, last sentence, to its customers, business contacts, networks, etc. (“Contacts”), provided that these activities do not violate section 3, paragraph 2. The following more detailed regulations apply:

a. The Partner has the opportunity to present Tokenpay, the service offering and other services defined below to Contacts as part of brokerage or sales activities.

The Partner shall decide on the appropriateness of a presentation at its own professional discretion (in particular taking into account the timing, the legal system and the applicable laws and international sanctions).

b. As part of this, the Partner also has the opportunity to participate in TokenPay's infrastructure programs, which include whitelabeling solutions for TokenPay and the Service Offering, cooperation programs for individual payment and remittance solutions based on TokenPay and the Service Offering, cooperation programs for listings of individual crypto currencies with TokenPay, as well as the brokerage of cross-border payments, cross-network payments, crypto payment links, crypto exchange services (buying and selling), on- and off-ramping services and concierge and brokerage services in the high-end customer segment, as described above.

c. The Partner must inform the Company in writing (eg via email or text message) of the details of the referred contact before the Company begins onboarding with the referred contact. Exceptions to this are possible on a case-by-case basis with the written approval of the company (eg by email or text message).

d. In addition, the parties agree that only one partner can be specified for each mediated contact and that, if another partner has already mediated the contact, the company alone decides which partner it links with the customer. If an introduction is made by a group of natural and / or legal persons, a contact person shall contact the company as a contact person and subsequently divide any remuneration individually and appropriately in accordance with applicable law and inform the company in detail.

e. After being contacted by the partner, the company shall get in touch with the potential customer and negotiate the establishment of a business relationship. The decision as to whether the company enters into a business relationship with the potential customer is at the sole discretion of the company. If necessary, the company will review the relationship between the partner and the customer and also request information from the partner. The partner is obliged to provide this information immediately and in full.

f. Upon and after entering into a business relationship, the Partner is not authorized to commit the Company in any way to specific actions and offers vis-à-vis the Customer.

The Partner shall not make any representations to the Customer which are not expressly set out in this Agreement or the advertising materials in accordance with paragraph 5.

G. For the purposes of this Agreement, a Referred Contact means a Customer who has been referred to the Company in accordance with the following requirements:

i. The Customer has been notified to the Company by the Partner in accordance with the above conditions;

ii. The Client has successfully completed all required onboarding steps (including the necessary KYB / due diligence checks) and has been contractually accepted as a Client by the Company or an Affiliate of the Company;

iii. The Customer maintains an account with the Company after onboarding or an individual software or license agreement has been entered into and this has not been terminated by the Customer or the Company either ordinarily or extraordinarily;

iv. The Customer has commenced an integration pursuant to paragraph 2, sentence 1, or authorized the commencement of software or license services pursuant to paragraph 2, sentences 2 and 3, within one year from the date of notification by the Partner to the Company.

v. The customer is not yet a customer of the company or an affiliated company on the date of notification by the partner to the company.

2. the Partner is authorized to integrate or offer TokenPay independently with contacts. The Partner sells additional products as described above as software and licensing services of the Company. If such a product is successfully sold, the contact and the company then conclude a further agreement to regulate this new business relationship and the services to be provided.

3. the Partner is entitled to remuneration for the successful sale of the products described above to Contacts. The Company and the Partner agree that this remuneration is appropriate and that the Partner has no right to the payment of further commissions or similar. In principle, the remuneration can be agreed individually between the Company and the Partner on a case-by-case basis and confirmed in writing (eg by e-mail or text message) by the Company. Unless otherwise specified above, the following remuneration is agreed as a guideline:

a. For integrations in accordance with paragraph 2, sentence 1: The Partner is entitled to a fee – per transaction process. This remuneration amounts to 2 (two) euro cents per transaction carried out. Apart from this, individual, one-off lump sums can also be agreed.

In the case of transactions that did not occur in the context of the TokenPay payment software, but in the context of TokenPay cross-border payments and TokenPay cross-network payments, a volume-based fee in relation to the transaction volume of 10 (ten) is agreed instead of the fixed fee. The fee shall apply for an unlimited period of time.

b. The prerequisite for the ongoing remuneration per transaction in the period defined above is that the customer continues to maintain a business relationship and an active account in the service offering and that this agreement between the company and the partner continues to exist.

c. For other products apart from the integration according to paragraph 2, sentence 1, for software services: The remuneration amounts to 5% (five hundredths) of the net order volume of the (non-binding) offer which the Company prepares in advance.

d. For other products apart from the integration pursuant to paragraph 2, sentence 1, for license services: The remuneration shall amount to 20% (twenty hundredths) of the net order volume of the individual order for the entire term of the individual order.

e. All of the aforementioned remunerations are net amounts and are paid at the beginning of the month for the term of the previous month.

The Partner is obliged to create an end customer or customer account in accordance with the applicable terms and conditions of the Company and to go through the Company's onboarding process. The remuneration will be paid out through corresponding smart contracts to the wallet or account in the Partner's service offering or, in the event of deviating regulations, can be paid out to the specified bank account or in another individually agreed manner confirmed in writing (eg by e-mail or text message) by the Company.

f. The Company shall issue a corresponding credit note to the Partner. All fees are calculated in euros. Company is not responsible for, and Company agrees not to pay, any third-party fees or blockchain fees incurred by Partner or Partner's contacts. The Affiliate shall be responsible for all applicable taxes in connection with its compensation.

G. The amount and modality of the agreed remuneration may be revised by the company. In principle, this should take place in dialogue with the Partner as far as possible, taking into account the individual business activities and needs of the Partner and the previous cooperation with the Partner. The Company shall confirm the final changes to this to the Partner in writing (eg by e-mail or text message) at least 30 (thirty) days in advance.

4. the Partner confirms to the Contact when making contact and upon request that it will receive remuneration for the sale of the products.

5. in order to carry out sales activities, the Partner is entitled to use all publicly accessible advertising materials, including the company's publicly accessible websites. If these are classified as confidential (in particular recognizable by the note “confidential” or “confidential” in the footer of a document), the Partner must ensure that it is the current document in each case and that it is authorized to pass it on to the contact – this can be achieved, for example, through appropriate confidentiality agreements or written confirmation by the Company (eg by e-mail or text message). In addition, the company can provide the partner with further documents or develop these together individually tailored to individual contacts or contact groups. Independently created advertising materials containing names, brands, slogans, logos or products / product descriptions must be approved in writing (eg by e-mail or text message) before use by the company.

6 The Partner may – if appropriate – offer the Company's products to its new and existing contacts on an ongoing basis.

7. the Partner may also include the quality seal in accordance with section 4, paragraph 6, on its website, for example in the footer of the website or as part of a service description on the website.

8. the Partner confirms that it will not carry out any activities that interfere with the service offering or TokenPay. The Partner confirms that it will not store or transmit any content of TokenPay and the Service offering that violates applicable law or fair use. The Partner confirms that it also does not encourage other users to engage in such activities.

9. the service offering may contain links to third-party sites. The Partner visits third-party services at its own risk.

10. the Affiliate confirms that it does not store or transmit any content from TokenPay and the Service that violates applicable law or fair use. The Partner confirms that it does not encourage other users to engage in such activities. The Partner confirms that it will not copy, modify, alter, reproduce or otherwise use protected material, trademarks or other intellectual property of the Company to which it is granted access other than as set out in paragraph 5.

11. the Partner confirms that it holds all licenses, registrations and/or memberships (eg membership of a self-regulatory organization or Chamber of Industry and Commerce) that may be required by law for the provision of its professional activities and services to potential clients, both at its registered office and at the location of its operational activities:

a. The Partner agrees to provide all documents as evidence and to allow the Company to independently verify the above requirements by any legal means.

b. The Partner confirms that it is familiar with and complies with all anti-money laundering (“AML”), countering the financing of terrorism (“CFT”), anti-bribery and corruption (“ABC”) and anti-breach of international sanctions laws and regulations applicable to the prospective client. As a minimum standard, the Partner must comply with the recommendations of the Financial Action Task Force (“FATF”) in relation to all dealings with the Company and/or its affiliates, including more stringent local regulations or operational arrangements.

c. The Partner undertakes to inform the Company immediately of any changes to its licenses, registrations and/or memberships, in particular of the withdrawal of licenses or the introduction of licensing and approval requirements or similar regulations that apply to the Partner's business activities in the country in which the Partner has its registered office or in which the Partner carries out its operational activities.

d. Business activities carried out by the Partner in the country of the potential customer are subject to local laws and regulations. The Partner hereby confirms to the Company that, in the case of cross-border activity, it is responsible for ensuring compliance with all laws and regulations applicable to its business activities in the context of such cross-border activity, in particular for the offering of financial products and services (if applicable).

e. The Partner shall ensure that the prospective client is treated fairly and equally, in particular vis-à-vis other contacts. Therefore, the Partner shall take all necessary measures to identify and avoid conflicts of interest that result in effects contrary to the interests of the Prospective Client and, to the extent required by law, disclose any potential or existing conflicts of interest to the Prospective Client.

12. in addition, the Partner hereby represents, warrants and undertakes the following during the term of this Agreement:

a. That it shall not pay any part of the remuneration paid under this Agreement to the Client or otherwise divide the remuneration with the Client or transfer it to the Client;

b. That it shall not declare any part of any fees it imposes on the Client as fees of the Company or its Affiliates;

c. That he complies with all local and country-specific laws and regulations in relation to his own professional activities, in particular in relation to AML/CFT, ABC and international sanctions;

d. That he supports the Company in the areas of AML/CFT, ABC and sanctions with regard to the onboarding of a referred client and provides all information known about the client; and that he informs the Company immediately if there is any suspicion of money laundering or terrorist financing;

e. That it holds all licenses and permits as may be required for its activities, including brokering activities under this Agreement, under the local laws of its domicile and the domicile of the prospective client;

f. That it is aware of its responsibility with regard to its own compliance regulations, in particular with regard to AML/CFT, ABC and international sanctions, and will implement or is implementing measures to comply with these regulations in accordance with the provisions of this agreement.

13. the Partner shall be responsible for all of its own costs incurred in the performance of this Agreement and its obligations under this Agreement. The Company shall not be responsible for any costs incurred by the Partner in connection therewith.

Liability

1. the Partner shall indemnify the Company and all affiliated companies and business partners and bodies against all damages, losses, (legal) costs and other liabilities arising from the use or non-use of the Service Offering or TokenPay by the Customer or the Partner or its intermediary, a breach of this Agreement by the Customer or the Partner and a breach of the rights of third parties by the Customer / the Partner, including intellectual property or data protection regulations.

2. the Service Offering and TokenPay are provided on an availability basis. Although the Company endeavors to make the Service Offering and TokenPay available at all times, it does not guarantee availability.

The Company also does not guarantee the uninterrupted and continuous usability and performance of the Service and TokenPay.

3. the Company shall only be liable for actual damages incurred by the Partner if the Partner notifies the Company of a breach of this Agreement within a reasonable time. The amount of liability shall in any event, to the extent permitted by law, be limited to the total amount of fees paid to the Company by customers referred by the Partner within the last three (3) calendar months from the date of notification by the Partner under this Agreement. Excluded from this are fees charged by the Company to the Partner or customers referred by the Partner due to a breach of this Agreement.

4. if the Partner suffers a loss, it is responsible for taking all measures to limit this loss. If the Partner fails to do so, it shall be liable for damages in this connection.

5. the Partner shall not be entitled to any compensation in the event of termination of this Agreement.

6. in no event, to the extent permitted by law, shall the Company, its affiliates, business partners, distributors or officers be liable for any indirect or consequential damages, including loss of revenue, loss of reputation, loss of data or other technical damages, data leakage caused by the Partner, interruption of the availability of TokenPay or the Service or any other similar damages.

7. in any event, the Company's liability shall, to the extent permitted by law and irrespective of the cause of liability, expire after one year.

Force Majeure

1. a party 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.

2. force majeure or similar circumstances shall release the Company from the obligation to provide the Service and TokenPay for as long as the circumstance exists.

3. a party shall notify the other party in writing of a force majeure event as soon as possible. The Company may also do so via its website or the Service Offering or similar means.

Confidentiality and non-disclosure

1. both parties acknowledge that they may have access to each other's confidential information in the course of their collaboration. Confidential information includes, but is not limited to, business plans, technical specifications, financial data, proprietary software and any other information that is marked as confidential or is reasonably believed to be confidential (“Confidential Information”). 

If a party is obliged to disclose confidential information due to legal obligations or in the context of court judgments or court proceedings, this party shall inform the party concerned and undertakes to disclose only the necessary confidential information and to withhold and protect non-essential confidential information to the best of its ability.

(3) The confidentiality obligation shall survive the termination or expiration of this Agreement and shall continue for a period of 10 (ten) years from the date of termination or expiration, unless otherwise required by law.

4. the parties agree to take all reasonable steps to protect the other party's Confidential Information, including implementing appropriate security measures to prevent unauthorized access

5. it is understood that the term “Confidential Information” does not include:

a. Information that is publicly known or readily accessible at the time of disclosure;

b. Information that becomes publicly known or readily accessible after disclosure by the Partner or the Company, unless there is a breach of this Agreement;

c. Information that the Partner or the Company can prove was known to them prior to its disclosure by the Partner or the Company;

d. Information which the partner or the company can prove was provided to it by a third party who was authorized to do so and who was not subject to an obligation of confidentiality or restricted use.

6. both parties undertake to pass on this confidentiality agreement to all employees, affiliated companies, legal successors and other natural and legal bodies involved and to impose the same confidentiality obligation on them.

Data protection

1. the parties shall comply with the statutory provisions on data protection, in particular the provisions of the GDPR and the BDSG-new, and shall oblige their employees accordingly. This also applies in particular with regard to the obligation of persons involved in data processing to maintain data secrecy (§ 53 BDSG-new).

2. if personal data is transferred or processed in order to perform the contractual services, the parties shall conclude a separate order processing agreement (AVV).

Disclaimer, information on risks in the blockchain area and conditions for third-party partners

1. blockchain-based transactions are associated with various risks for which the company assumes no liability as set out in section 6, as these are third-party services. These risks include a total loss of the transferred data and (monetary) values.

2 TokenPay is based on blockchain technology, which is decentralized and public. Therefore, despite the company'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.

3) TokenPay is based on blockchain technology, which is decentralized and public – this makes it possible for third parties to create another version of the blockchain by copying the existing data records and continuing them (“fork”). In the event of a fork of a supported blockchain, the company may be forced to discontinue the service offering and TokenPay until the company has verified that the functionality can still be ensured. Since a fork can take place at short notice, the company will most likely only be able to pass on a very short-term warning to the partner in this case. After a fork, it is up to the company to decide which version of the blockchain should continue to be supported.

4. as TokenPay is based on decentralized and public blockchain technology, the company 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. The Company shall not be liable or responsible for any indirect or direct damages suffered by the Customer in the event of such events. 5.

5. the blockchains on which TokenPay operates may be changed by the Company at any time and solely at the Company's sole discretion. If the Company decides to discontinue TokenPay's support for a particular blockchain, it shall notify Customers at least 30 calendar days in advance in writing, by email, through the Service Offering or by similar means. Following this information, customers may carry out any necessary migration to another supported blockchain. If customers do not carry out a migration, although this would be necessary, the company is not liable for any further events that take place on the previously supported blockchain.

If customers do not perform a migration, although this would be necessary, the company is not liable for any further events that take place on the previously supported blockchain. The Company does not provide support for blockchains that are no longer supported and accepts no responsibility for any events that occur on that blockchain in connection with TokenPay. The Company endeavors to ensure that TokenPay always supports at least one (1) blockchain.

6. the Customer's / Partner's blockchain wallet is solely owned and controlled by the Customer / Partner. Accordingly, the Company shall not be liable in connection with any losses incurred in connection with the Blockchain Wallet. Likewise, the Company shall not be liable for the provision of an incorrect address by the Client / Partner to the Company and any resulting damages.

7 TokenPay uses various executable programs that hold and manage crypto assets in a decentralized manner (“liquidity pools”). The company has no access to all crypto assets held in liquidity pools and bears no responsibility for the actions carried out in the liquidity pool.

Such an event is not within the Company's sphere of influence and responsibility, even if it may affect the functionality of TokenPay. In such cases, the company is not liable for any resulting damages. There may also be (drastic) price fluctuations between different crypto assets, including fiat-pegged tokens (“stablecoins”). This is beyond the Company's control and responsibility, and the Company shall not be liable for any direct or indirect losses and damages incurred.

8) As 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.

9. situations may also arise in which crypto assets, in particular stablecoins, cannot be exchanged for traditional monetary assets as expected. The company accepts no liability for such situations.

10. the company strives for various cooperations with third parties in order to expand the range of services offered by the platform. The use of third parties may result in additional fees for the customer and the end customer. The company will inform customers about additional fees in good time. With such a solution, the company does not have access to customer funds at any time and also does not carry out transactions on behalf of customers. In cooperation with third parties, the company may request more comprehensive data from the partner, customers and end customers as part of a “know-your-customer” (KYC) procedure, which will be passed on to third parties. By disclosing such data, the Partner consents to this practice. The Partner agrees to the use of third-party services. Enhancements to the service offering may include, but are not limited to, the following:

a. The integration of an on- and off-ramp solution to enable the exchange of stablecoins into traditional currencies.

b. The integration of further deposit and withdrawal partners, which (a) should be expanded to include exchange currency.

c. The integration of external partners to carry out know-your-customer (KYC) procedures and (sanctions list) monitoring.

d. The integration of external partners for connecting blockchain wallets and changing the blockchain.

e. The integration of so-called decentralized exchanges, which enable a cryptocurrency exchange before 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 initiation of the transaction for the end customer, as well as other comparable services.

Other provisions

1. this agreement is concluded under German law. The Partner shall first notify the Company of any breach of the Agreement by the Company. All disputes between the parties shall be resolved primarily through negotiations between the parties. 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.

2. amendments or additions to this agreement, including this written form clause, must be made in writing, unless a stricter form is required by law.

3. 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.