Terms of Service

402pay provides software that helps businesses accept payments from their Customers in Digital Assets and by card, and manage the self-custody Wallet that receives those payments. We are a technology provider. We are not a party to any sale between you and your Customers, we are not the seller or merchant of record, and we are not responsible for the goods or services you sell.

402pay is not a bank, money transmitter, broker, exchange, custodian or fiduciary. We don't accept deposits, exchange Digital Assets for you or give investment, legal, accounting or tax advice, and nothing in the Services is an offer or recommendation to buy, sell or hold any Digital Asset. Payments you receive are not deposits with us and are not insured by any government agency.

Payments go directly to your Wallet, apart from any Payment directed to us to cover Fees under Section 5.1. We never take possession of, hold or control the Digital Assets in your Wallet, or the recovery phrase, private keys or wallet password that control them in usable form, and we cannot access, move, freeze, reverse or recover them or any transfer on a Network. No one at 402pay will ever ask for your recovery phrase, private keys or wallet password, and you should never share them with anyone who does.

How the Services work, including the payment methods, Digital Assets and Networks they support and how checkouts behave, is described in the Documentation, which we update as the Services change. We may add, change, limit, suspend or stop offering any feature or part of the Services, and when a change could materially harm you, we will tell you ahead of time where that is reasonably practical. Features labeled beta or preview are provided as is, may change or be withdrawn at any time, and are not covered by any commitment we make about the rest of the Services. Some features come with additional terms, which we show you before you use them and which form part of the Agreement.

The Services rely on and connect to Third-Party Services, including Networks, token issuers, card networks, the independent providers that process Card Payments, other wallets and the tools you connect through the API. Each is governed by its own terms and privacy practices. We don't control or endorse them, we are not responsible for their availability, accuracy, security or conduct, and your dealings with them are solely between you and them. To the extent the law allows, you release 402pay from claims that arise from them.

The Services are for businesses, and for individuals acting on a business's behalf, not for personal, family or household use. To use them, you must be at least 18 and able to form a binding contract, must not be located in, resident in or organized under the laws of a jurisdiction the Acceptable Use Policy restricts, must not be a restricted person under it, and must not have had your access to the Services ended by us before. If you act for a business, you confirm that you are authorized to bind it.

You must give us accurate, complete and current information about you and your business, keep it up to date, and never open an account to impersonate anyone or hide who controls it. We may ask for more information at any time, such as who owns and controls the business, where it operates and what it sells, and we may verify it ourselves or through service providers, as the Privacy Notice describes. We may refuse, limit or suspend the Services until you provide what we ask for, or if we can't verify it.

Keep your Credentials secret and secure, use two-step verification, and give each API key only the access its integration needs. Keep the email account you sign in with secure too, since we send confirmation codes and password reset links to it. You are responsible for all activity under your account and Credentials, whether by you, your staff or contractors, your integrations, or any AI agent or automated system you let act for you, and for anyone who obtains your Credentials because you did not keep them secure. Tell us right away at support@402pay.co if you suspect unauthorized access. We may disable Credentials we reasonably believe are compromised, and we are not liable for losses that arise from Credentials you did not keep secure.

The wallet software creates or imports your Wallet on your own device and protects its keys with a password only you know, so we store only encrypted or public data. You alone control your Wallet, and you are solely responsible for keeping your recovery phrase and wallet password safe and backed up. We cannot retrieve, reset or recover them, and if you lose them, the Digital Assets in your Wallet may be lost permanently. If you instead connect a wallet you manage elsewhere, that wallet's own software and terms govern it, and you are responsible for the accuracy of the details you give us.

You initiate and authorize every transfer out of your Wallet, including refunds, and you are responsible for holding enough of the right Digital Asset to pay the Network's fee. Transfers are final once a Network confirms them. Check each address, Network, asset and amount before you send, because we cannot cancel, reverse or guarantee any transfer, and we are not responsible for one that fails, is delayed or reaches the wrong recipient.

You choose which payment methods, Digital Assets and Networks to offer your Customers, from those the Documentation lists as available. A Payment counts as received only when the Services show it as completed. Digital Assets sent in the wrong amount, on an unsupported Network, in an unsupported asset or after a checkout has ended may not be recoverable, and resolving them with your Customer is your responsibility.

Card Payments are processed by independent third-party providers, which your Customer deals with directly under each provider's own terms, and which deliver each approved payment to your Wallet as a Digital Asset described in the Documentation. The provider and the card issuer decide whether to approve a payment, card details go to the provider and never to you or to us, and we don't guarantee that any Card Payment will be approved or delivered within any time.

Refunds are your decision and your responsibility, and you send them from your Wallet. You must show Customers your refund policy before they pay, and we cannot send a refund for you. Cardholders may dispute Card Payments with their card issuer. A dispute doesn't reverse the transfer to your Wallet, so if a disputed amount, or a fee or penalty that comes with it, is claimed from us, you will repay it on request, and we may recover it the same way we collect Fees. You must respond to requests for evidence on time and keep your dispute rate below the limits card networks set.

We may decline, delay or limit any checkout, payment method or Payment, set limits on your use of the Services, or stop offering a payment method to you, when we reasonably believe it is needed to prevent fraud, abuse or loss, to comply with the law, card network rules or the Acceptable Use Policy, or to manage risk. We will tell you why where we can, but the law sometimes prevents us from explaining a decision.

You will pay the Fees shown on our pricing page, or in a separate agreement we have both signed. Fees accrue as Payments succeed and as other charges come due, and the Dashboard shows a statement of what you owe and each Fee, collection and adjustment behind it. You authorize us to collect what you owe by directing some of your Customers' Payments to our own addresses instead of your Wallet, as the Documentation describes, and to recover any amount you owe us from Payments due to you. If more reaches us than you owe, we credit the excess against your future Fees rather than refund it. If Fees can't be collected that way, you will pay them when we ask. Fees are non-refundable except where the law requires otherwise.

An introductory or promotional Fee applies only while we offer it. We will give you at least 30 days' notice before we raise a Fee or end an introductory Fee. If you think we charged you in error, tell us within 60 days, after which the charge is final. Network fees are paid by whoever sends a transfer.

Fees exclude taxes, such as VAT, GST and sales tax, which we add where the law requires. You are responsible for determining, collecting, withholding, reporting and paying all taxes, duties and other government charges on your sales, on the Payments and Digital Assets you receive and on your use of the Services, and for keeping the records your tax authorities require. We may ask for tax information and withhold or report where the law requires.

You are solely responsible for your products and services, how you describe and price them, delivering what your Customers buy, handling their questions and complaints, and complying with the consumer protection laws that apply to your sales. Show your business name, your terms of sale and your refund policy before a Customer pays, and never suggest that 402pay is the seller. If one of your Customers contacts us about a purchase, we may refer them to you.

You will comply with all laws that apply to your business and your use of the Services, including consumer protection, anti-money laundering, counter-terrorist financing, sanctions, export control, tax and data protection laws, and hold every license and registration your business needs. You will use the Services only to receive payments for the business named on your account, never on behalf of anyone else, and never to act as a custodian, money transmitter or payment facilitator without the licenses that role requires. You must follow the Acceptable Use Policy, and a breach of it is a breach of these Terms.

You will not use the Services, or allow or help anyone else to use them, to:

You are responsible for the content, data and instructions you give the Services, including product descriptions, metadata and your Customers' details. You confirm that you have every right, notice and consent needed for us to use them to provide the Services, and that they don't break the law or anyone's rights.

402pay and its licensors own the Services, the Documentation, our marks and everything we make available through them, and we reserve every right not expressly granted in the Agreement. We grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services while the Agreement lasts, for your business and in line with the Agreement. Open-source components in the Services are licensed under their own terms.

You keep all rights in your content and marks, and you grant us a worldwide, non-exclusive and royalty-free license to host, use and display them as needed to provide and improve the Services. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them for any purpose, without obligation to you.

We may name you as a customer, including with your logo, unless you ask us not to at legal@402pay.co. You may describe 402pay as powering your checkout and payments, following our brand guidelines, which we share on request. You must not call 402pay a bank, say that we hold or insure your or your Customers' funds, imply that we endorse your products or are affiliated with you beyond this Agreement, or use our name or logo without our approval.

You may stop using the Services and close your account at any time. We may suspend or end your access to all or part of the Services immediately if you breach the Agreement, if the law, a regulator, a court or a card network requires it, or where we reasonably believe it is needed to prevent harm, fraud or loss, and for any other reason with 30 days' notice. We will give you notice of a suspension where it is practical and lawful, and we are not liable for a suspension or termination made in line with the Agreement.

Your right to use the Services ends, and any Fees and other amounts you owe become due. Because the Services are non-custodial, the Digital Assets in your Wallet stay yours and stay reachable with your recovery phrase. Export any records you need before your account closes, because we may then delete your account data, as the Privacy Notice describes. Every provision that by its nature should survive the end of the Agreement does, including those about Fees, confidentiality, intellectual property, representations, disclaimers, limitation of liability, indemnification and Section 17.

Before bringing a claim, the party raising it will send the other a written notice describing the claim and the relief it wants, to legal@402pay.co for claims against us, and both parties will try in good faith to resolve it within 30 days. Doing so is a condition of starting arbitration or any other proceeding.

Any dispute arising from or relating to the Agreement or the Services that isn't resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. One arbitrator experienced in commercial and technology disputes will decide it, in English, seated in Wilmington, Delaware, with hearings held by video where the arbitrator allows. The arbitrator decides all questions about the scope, validity and enforceability of this section, except that a court decides questions about Section 17.4. The award is final, any court with jurisdiction may enter judgment on it, and the proceeding and award are confidential except as needed to enforce them. The rules govern how arbitration fees are shared, and each party pays its own legal fees unless the arbitrator or the law decides otherwise.

Either party may bring an individual claim in small claims court if it qualifies, and either may ask a court for an injunction or other equitable relief to stop the actual or threatened infringement or misuse of its intellectual property, confidential information or the Services. Nothing in this section stops either party from reporting a matter to a regulator or law enforcement.

You and 402pay each waive the right to a trial by jury, and to bring or take part in a class action, class arbitration or other representative proceeding. Claims may be brought and decided only on an individual basis, and claims of more than one business may not be joined or consolidated without both parties' written consent.

If this waiver is found unenforceable for a claim, that claim will be decided in court under Section 17.7 and not in arbitration.

You may opt out of arbitration and the class action waiver by emailing legal@402pay.co within 30 days after you first accept these Terms. Include your business's name, the web address of your Dashboard and a clear statement that you are opting out of arbitration. Opting out doesn't affect any other part of the Agreement.

To the extent the law allows, any claim arising from or relating to the Agreement or the Services must be brought within one year after it arises, or it is permanently barred.

The Federal Arbitration Act governs this section, and the laws of the State of Delaware govern the rest of the Agreement, without regard to conflict of laws rules. Any dispute that may be heard in court will be heard only in the state and federal courts located in Delaware, and both parties submit to their jurisdiction. Nothing in the Agreement takes away rights you have under laws that can't be excluded where your business is established.