Terms of Use

01 Acceptance of Terms

By creating an account, joining the waitlist, or otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” refers to that organisation. If you do not agree to these Terms, you must not use the Services.

02 Definitions

• “Agent” means an automated or AI-driven program that you authorise to initiate payment intents within the rules you configure.
• “Programmable Card” means a virtual payment credential issued through the Services and bounded by spend limits, merchant scope, time-to-live, and other policies you define.
• “Payment Intent” means a request generated by an Agent to make a payment, which is evaluated against your policies and requires local authorization before processing.
• “Account” means the account you register to access the Services.

03 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are not available where prohibited by law, and you may not use them if you are subject to applicable sanctions or located in a sanctioned jurisdiction. We may require identity verification before granting or continuing access.

04 Accounts & security

You are responsible for the accuracy of the information you provide and for maintaining the confidentiality of your credentials, API keys, and authorization material. You are responsible for all activity that occurs under your Account, including activity initiated by Agents you authorise. Notify us promptly at [email protected] of any unauthorised use or suspected security breach.

05 Programmable cards & agent authorisations

The Services allow you to issue Programmable Cards and to authorise Agents to generate Payment Intents subject to the policies you configure. You are solely responsible for the rules you set, including spend limits, merchant scope, and time-to-live, and for the actions of Agents operating under your Account.

Card issuance, authorisation, and settlement are provided in cooperation with card networks and issuing partners and are subject to their applicable rules. Each Payment Intent is evaluated against your policies and requires local authorization before it is processed. We do not control, and are not responsible for, the goods or services purchased by your Agents.

5.1 Scope of KleePay responsibility

KleePay's responsibility under these Terms is limited to operating the Services we provide directly: the kleepay.ai website, the KleePay APIs, and the KleePay Local Wallet (klw) client we publish. We are responsible for those Services functioning in accordance with their published specifications and for maintaining the security controls described in our Privacy Policy.

You are responsible for everything outside that perimeter, including but not limited to:

• The selection, configuration, prompts, and operating environment of any Agent (AI or otherwise) you connect to the Services;
• The spend limits, merchant scope, time-to-live, recurring schedules, and other policy rules you set on Programmable Cards;
• The actions taken by an Agent within the authorisations you have granted to it, including charges made under a valid PolicyWindow you signed;
• The custody and security of any device that holds your klw keystore, the keystore password, and any recovery material we provide to you; and
• The use of any goods or services purchased by an Agent acting under your Account.

A loss caused by an Agent operating within a policy you authorised — for example, an Agent making purchases you did not intend but that the policy you set permitted — is not a KleePay defect and is your responsibility. Losses caused by a malfunction of the Services themselves (such as a confirmed bug in the website, the APIs, or klw) are subject to Section 10 (Limitation of Liability).

5.2 Specific operational and security risks you bear

Without limiting Section 5.1, and except where a loss is caused by a confirmed defect in the Services (which is governed by Section 10), you are responsible for the following, each of which is within your control rather than ours:

• Card credentials (PAN, CVV, expiry). You are responsible for safeguarding any card number (PAN), security code (CVV), or other card details you reveal or use, and for how you and your Agents store, transmit, and dispose of them. Exposure or loss resulting from your or your Agent's handling of these details is your responsibility, not ours.
• Compromised, hijacked, or manipulated Agents. You are responsible for losses arising from an Agent that is compromised, hijacked, or manipulated — including through malware, credential theft, a poorly performing or misconfigured Agent, or prompt injection — where the underlying cause is your Agent, its prompts, or its operating environment rather than a confirmed defect in the Services. The Services enforce the authorisations you sign; they cannot distinguish an instruction your Agent was tricked or induced into issuing from one you intended.
• Irreversible on-chain transfers. Blockchain deposits and withdrawals are irreversible. You are responsible for the accuracy of withdrawal addresses, for selecting the correct network or chain, and for the consequences of network conditions and fees. Any address-format or network checks we provide are a convenience and not a guarantee; a transfer you authorise to an incorrect, mistyped, or attacker-controlled address cannot be recovered by KleePay.
• No guarantee of acceptance or completion. We do not guarantee that any card will be accepted by any merchant, that any authorisation will succeed, or that any transaction will complete. Declines, holds, reversals, refunds, and provider-side delays are not, by themselves, defects in the Services.

06 Acceptable use

You agree not to, and not to permit any Agent or third party to:

• Use the Services for any unlawful, fraudulent, or deceptive purpose, or to facilitate money laundering or sanctions evasion;
• Circumvent spend controls, authentication, or security measures, or attempt to access accounts or data that are not yours;
• Reverse engineer, decompile, or interfere with the integrity or performance of the Services;
• Introduce malware or place an unreasonable load on our infrastructure; or
• Use the Services to infringe the intellectual-property or privacy rights of others.

07 Third-party services & partners

The Services interoperate with third-party networks, merchants, and providers. Your use of those third-party services is governed by their terms, and we are not responsible for their availability, conduct, or content. Card transactions are additionally subject to the rules of the relevant card networks and issuing partners.

The principal third-party partners we rely on to deliver the Services include, without limitation:

• RedotPay — card issuance, authorisation, and settlement on the Visa network. Card transactions are additionally subject to the RedotPay General Terms and the RedotPay Privacy Policy.
• Cactus — on-chain custody, deposits, and withdrawals.
• Sumsub — identity verification and KYC document processing.
• Amazon Web Services — cloud hosting and infrastructure.

We may add, replace, or remove third-party partners from time to time without changing these Terms. The list above is provided for transparency; the operative scope of permitted disclosures is described in our Privacy Policy.

08 Intellectual property

The Services, including all software, designs, text, and trademarks, are owned by KleePay Limited or its licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes. All rights not expressly granted are reserved.

09 Disclaimers

The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, KleePay disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure.

10 Limitation of liability

To the maximum extent permitted by law, KleePay and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of the Services. Our aggregate liability arising out of or relating to these Terms will not exceed the greater of the fees you paid to us for the Services in the twelve months preceding the claim, or one hundred US dollars (USD 100).

For clarity, and without limiting the foregoing, KleePay is not liable for losses falling outside the scope of responsibility described in Section 5.1, including losses caused by your Agent operating within the policies you authorised, by your configuration of an Agent or its prompts, by the conduct of merchants or counterparties, or by your loss or compromise of the klw keystore on a device you control.

11 Indemnification

You agree to indemnify and hold harmless KleePay Limited and its affiliates, officers, and employees from and against any claims, liabilities, damages, and expenses (including reasonable legal fees) arising out of your use of the Services, the actions of Agents you authorise, or your breach of these Terms or applicable law.

12 Term, suspension & termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms, created risk or legal exposure, or if required by law or our financial partners. You may stop using the Services at any time. Provisions that by their nature should survive termination will survive.

13 Governing law & arbitration

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”), without regard to its conflict-of-laws principles.

Any dispute, controversy, difference, or claim arising out of or relating to these Terms or the Services, including their existence, validity, interpretation, performance, breach, or termination, and any dispute regarding non-contractual obligations arising out of or relating to these Terms, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration will be Hong Kong, the number of arbitrators will be one unless we and you agree otherwise, and the arbitration will be conducted in English.

Nothing in this Section prevents either party from applying for injunctive or equivalent urgent legal relief in any jurisdiction, and the foregoing is subject to any mandatory consumer-protection rights you may have under local law.

14 Changes to these Terms & contact

We may update these Terms from time to time. We will post the revised version at kleepay.ai/terms and update the “Last updated” date above. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

Questions about these Terms can be directed to KleePay Limited at [email protected].