Terms of Service

1. Corporate Identity & Platform Overview

These Terms of Service (“Terms”) govern access to and use of the software platform, interfaces, APIs, and associated applications operated by Palmtree Financials Inc., a Delaware corporation (“Company,” “TokPay,” “we,” “us,” or “our”).

TokPay is a financial technology software company, not a bank, depository institution, or money transmitter. TokPay develops and licenses enterprise financial technology interfaces that allow qualified corporate users to orchestrate virtual collection accounts, initiate domestic payment clearing instructions, and coordinate digital asset settlement via independent, third-party licensed partner financial institutions.

2. Role of Regulated Partner Institutions

All banking services, dedicated local virtual account issuance (including AED, USD, EUR, and GBP accounts), domestic wire processing, ACH, SEPA, IMPS, and last-mile currency conversion are performed exclusively by licensed, authorized, and regulated partner banks and payment institutions in their respective domestic jurisdictions.

Palmtree Financials Inc. does not hold, accept, transmit, or custody fiat deposits on its own corporate balance sheet. Inbound fiat funds are credited to dedicated accounts administered by our partner institutions, and outbound settlements are executed under the regulatory licenses and compliance oversight of those partners.

3. Non-Custodial Architecture & Client Wallets

Where TokPay facilitates interaction with public blockchain protocols and digital dollar liquidity (e.g., USDC, USDT across Base, Polygon, Arbitrum, or Solana):

• Self-Custody: All digital asset settlement destinations must be designated and controlled directly by the client (such as multisig vaults via Safe or Fireblocks). Palmtree Financials Inc. does not possess, manage, or store your private cryptographic keys.
• No Rehypothecation: The Company does not lend, invest, or hypothecate client assets.
• Blockchain Finality: Transactions confirmed on distributed ledgers are irreversible. The client is solely responsible for verifying the accuracy of destination wallet addresses and network parameters before initiating transfers.

4. Enterprise Eligibility & KYB Verification

Access to TokPay services is restricted to verified commercial enterprises, institutional entities, and authorized corporate representatives. To access live banking rails and settlement accounts:

• Clients must successfully complete Know-Your-Business (KYB), Anti-Money Laundering (AML), and Counter-Terrorist Financing (CTF) screening administered by TokPay and its banking partners.
• Clients must provide verifiable corporate documentation, identification of Ultimate Beneficial Owners (UBOs) holding 25% or greater equity, and evidence of authorized corporate authority.
• TokPay strictly prohibits utilization by entities located in, or owned/controlled by individuals residing in, jurisdictions subject to United States (OFAC), United Nations, or European Union comprehensive sanctions.

5. Institutional OTC Desk & Execution Disclaimers

Where clients submit Request-for-Quote (RFQ) parameters for block trade liquidity, all trade quotations are binding only upon mutual execution and confirmation through authorized channels. Palmtree Financials Inc. coordinates institutional execution with licensed trading counterparty desks and does not act as an exchange, broker-dealer, or investment advisor.

6. Acceptable Use & Prohibited Activities

Clients agree not to use TokPay services for any of the following activities:

• Violating any applicable federal, state, local, or international law or regulation.
• Facilitating transactions involving ransomware, darknet marketplaces, unlicensed gambling, or illicit substances.
• Conducting wash trading, market manipulation, or routing funds derived from fraudulent schemes.
• Attempting to bypass security controls, rate limits, or reverse-engineering TokPay APIs.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PALMTREE FINANCIALS INC., ITS DIRECTORS, EMPLOYEES, AND PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH:

• Delays, outages, or actions taken by partner banking institutions or local domestic clearing rails.
• Blockchain network congestion, re-organizations, smart contract vulnerabilities, or gas fee spikes.
• Regulatory enforcement actions or changes in applicable financial laws in third-party recipient jurisdictions.

8. Governing Law & Dispute Resolution

These Terms and any dispute or claim arising out of or related to them shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States, without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding shall be instituted exclusively in the federal or state courts situated in Delaware.

9. Contact & Legal Inquiries

For questions or legal notices regarding these Terms, please contact our legal and compliance desk: