ChatterPay, a Cayman Islands exempted company (Registration No. CR-426282), registered office at 68 Fort Street, George Town, PO Box 31726, Grand Cayman KY1-1207, Cayman Islands ("ChatterPay", "we", "us").
These Terms govern the use of the ChatterPay B2B platform by a business ("Partner", "you"): the B2B API, the official SDK, the Partner Signer Gateway, this developer portal and its Sandbox, and the accompanying documentation (together, the "Platform").
Read this first
ChatterPay is software, not a bank, exchange, broker, custodian, or payment institution.
- We never hold funds. Wallets are non-custodial smart accounts. Neither we nor you hold the other's assets, and balances shown by the Platform are read from public blockchain state, not claims against ChatterPay.
- Blockchain transactions are irreversible. We cannot cancel, reverse, or refund them, and neither can anyone else.
- You own the relationship with your end users. Their terms, their disclosures, their eligibility, their support and their regulatory treatment are yours, not ours.
- The Sandbox is a test environment. Its assets have no value, its data is not production data, and nothing in it is a commitment about production behaviour.
If you do not accept these Terms, do not use the Platform.
1. Acceptance, parties, and order of precedence
1.1 These Terms form a binding agreement between ChatterPay and the Partner. They apply to a business entity, not to a consumer.
1.2 You accept them by any of: executing an order form or master agreement that references them; requesting or using API credentials; or using any part of the Platform. The individual who accepts represents that they are authorised to bind the Partner.
1.3 Order of precedence. Where they conflict, the following order applies: (a) a signed master agreement or order form between ChatterPay and the Partner; (b) these Terms; (c) the Privacy Policy; (d) the technical documentation published on this portal. Documentation describes how the Platform behaves; it does not create commercial commitments.
1.4 These Terms do not create any relationship between ChatterPay and the Partner's end users. Nothing here is enforceable by an end user against ChatterPay.
2. Definitions
- "Deployment": an isolated configuration of the Platform serving one Partner, with its own credentials, key namespace, networks and data.
- "End User": a natural or legal person to whom the Partner provides its own service and on whose behalf the Partner instructs the Platform.
- "Wallet": the non-custodial smart account provisioned for an End User within a Deployment, together with its per-network accounts.
- "Digital Asset": any token, coin, stablecoin, or NFT the Platform can display or transact.
- "Supported Network": a blockchain network the Platform lists as available for a given function. Support may be added or withdrawn.
- "Third-Party Protocol": any blockchain, exchange, liquidity provider, bridge, oracle, ramp, bundler, or other service not operated by ChatterPay that a transaction routes through.
- "Sandbox": the test environment published on this portal, including its test-only asset representations and its faucet.
3. What the Platform is and is not
3.1 Technology provider. ChatterPay develops and operates infrastructure that provisions accounts, constructs, sponsors and relays blockchain transactions on the Partner's instruction, and reports what happened. Transactions execute on public blockchain infrastructure we do not own or control.
3.2 Not a regulated financial service. ChatterPay is not a bank, money services business, payment institution, e-money issuer, exchange, virtual asset service provider acting for End Users, custodian, broker-dealer, or investment adviser. We do not accept deposits, hold client money, safekeep Digital Assets, take the other side of a trade, or give investment, tax, legal, or financial advice.
3.3 Non-custodial by construction. A Wallet is a smart account whose signing identity is established when the account is provisioned within the Partner's Deployment and is fixed for that account's lifetime. ChatterPay does not commingle assets and cannot move them without an instruction authenticated to that account.
3.4 Your regulatory position is yours. Whether your use of the Platform requires a licence, registration, or authorisation in any jurisdiction, and whether you may offer it to a given End User, is your determination and your responsibility. We do not advise on it, and making the Platform available to you is not a representation that your use of it is lawful.
3.5 No obligation to intermediate. We may decline to construct, sponsor, or relay any transaction, and may discontinue any feature, network, or asset. Declining does not affect a Wallet, which exists on-chain independently of the Platform.
4. Eligibility and sanctions
4.1 You represent and warrant, on each use, that you are duly organised and in good standing, that you have the corporate power to enter into this agreement, and that you hold every licence, registration and authorisation your own activity requires.
4.2 Restricted persons. Neither you, nor any person who owns or controls you, may be named on any sanctions list maintained by the United Nations Security Council, the U.S. Office of Foreign Assets Control, HM Treasury of the United Kingdom, the European Union, or the Cayman Islands Government, nor organised in or ordinarily resident in a jurisdiction subject to comprehensive territorial sanctions by any of them.
4.3 Your End Users are screened by you. You are responsible for the eligibility, identification, sanctions screening and ongoing monitoring of your End Users, to the standard your own regulator requires. Screening we perform is for our own protection and is not a service to you, does not discharge your obligations, and must not be represented to anyone as doing so.
5. Credentials, Deployments, and security
5.1 Credentials. API credentials identify your Deployment and carry scopes. They are confidential. You are responsible for every request authenticated with them, for storing them outside source control, and for rotating them promptly on suspicion of compromise.
5.2 One Deployment, one identity boundary. A Wallet belongs to exactly one Deployment. The same End User may hold different Wallets, with different addresses, in different Deployments, and nothing requires any two of them to agree. A Deployment refuses an account belonging to another Deployment rather than adapting it.
5.3 Signing boundary. Signing key material is held by the Partner Signer Gateway and is never handed to the API. What the API holds is a reference that names a key, not the key.
5.4 Your obligations. You must keep credentials secret; never transmit a private key, recovery phrase or one-time code to anyone, including anyone claiming to be ChatterPay support; and notify us at contacto@chatterpay.com.ar without undue delay on becoming aware of a compromise affecting your Deployment.
5.5 We will never ask for a private key, recovery phrase, or credential secret over any channel.
6. The Sandbox
6.1 The Sandbox is provided for evaluation and integration testing. It runs on test networks, with test-only asset representations that have no value and are minted by a faucet for that purpose.
6.2 The Sandbox is offered without any service level, availability commitment or support commitment, may be reset, rate-limited, budget-capped or withdrawn at any time, and its data may be deleted without notice.
6.3 Do not put real personal data in the Sandbox. Use synthetic identifiers. Real End User data submitted to the Sandbox is submitted outside the arrangements described in the Privacy Policy for production processing, and you are responsible for that submission.
6.4 Nothing observed in the Sandbox is a representation about production behaviour, performance, pricing, or the availability of any network or asset.
7. Instructions and transactions
7.1 Your instruction is the operative act. The Platform executes what you instruct through the API. Where a quote is issued, the confirmation of that quote is the instruction, and you are responsible for the destination, network, asset and amount it names.
7.2 Finality. Once broadcast, a transaction is irreversible. There is no chargeback, cancellation, recall, or dispute mechanism.
7.3 Errors are yours. We are not liable for loss arising from an incorrect or non-existent destination, a destination on a network the recipient does not control, an asset the recipient's account cannot receive, or a transfer to a contract that cannot return funds.
7.4 Pending and failed transactions. A transaction may fail, revert, or remain pending because of network congestion, insufficient balance, slippage, sequencer downtime, bundler failure, or paymaster exhaustion. Fees consumed by a failed transaction are generally not recoverable. We do not guarantee execution, timing, price, or slippage outcome.
7.5 Refusals are part of the contract. The Platform refuses a request it knows the Deployment cannot execute — an account it cannot sign for, a network without the configuration a function needs, a balance that cannot cover a debit — and reports the reason. A refusal is a correct outcome, not an incident.
7.6 Limits. We may apply transaction, velocity, value, and rate limits, including for fraud, abuse, sanctions, cost, or stability reasons.
8. Fees, gas, and third-party costs
8.1 ChatterPay fees are those set out in your order form or, absent one, published for the Platform. Fees are exclusive of taxes.
8.2 Gas sponsorship is discretionary. Where the Platform sponsors network fees so an End User need not hold a native token, that sponsorship is a feature and not a contractual entitlement. It may be reduced, capped, conditioned or withdrawn, including mid-session.
8.3 Third-party costs are not ours. Swaps, cross-chain transfers and ramps route through Third-Party Protocols that set their own spreads, protocol fees, bridge fees and slippage. We do not control, receive, or guarantee those amounts. Amounts quoted are estimates unless expressly stated to be firm.
8.4 Taxes. You are solely responsible for determining, reporting and paying any tax arising from your use of the Platform and from the activity of your End Users, and for any reporting obligation either attracts.
9. Third-party protocols and platforms
9.1 Routing to, displaying, or naming a Third-Party Protocol is not an endorsement, warranty, or assumption of responsibility.
9.2 We are not liable for smart contract exploits, oracle failure or manipulation, bridge insolvency or hack, validator or sequencer misbehaviour, protocol governance decisions, stablecoin depegging or issuer failure, asset freezing or blacklisting by an issuer, chain reorganisation, hard fork, or the discontinuation of any Third-Party Protocol.
9.3 Messaging platforms. Where a Deployment reaches End Users through a messaging platform operated by a third party, that platform's availability, delivery, account restrictions and policy are outside our control, and it may restrict or terminate access at any time. Wallets exist on-chain independently of any such channel.
10. Data protection
10.1 Roles. For personal data of your End Users processed through the Platform on your instruction, you are the controller and ChatterPay is the processor. For data about your own personnel and the administration of your account, ChatterPay is the controller. The Privacy Policy describes both.
10.2 Your instructions and your basis. You warrant that you have a lawful basis for the processing you instruct, that you have given your End Users the notices their law requires, and that your instructions do not require us to act unlawfully.
10.3 Blockchain permanence. Public blockchains are permanent and pseudonymous. Transaction data cannot be deleted, corrected, or restricted by us or by you, and may be linked to an identity by third parties. No right of erasure can be exercised against a public blockchain, and you must say so to your End Users.
10.4 Sub-processors and transfers are described in the Privacy Policy, which forms part of these Terms.
11. Acceptable use
You must not, and must not permit any person to:
(a) use the Platform for money laundering, terrorist financing, proliferation financing, sanctions evasion, tax evasion, fraud, or the proceeds of crime;
(b) instruct transactions with an address you know or suspect to be associated with illicit activity, a sanctioned person, ransomware, a darknet market, or a mixer used to obscure illicit proceeds;
(c) resell, sublicense, or provide the Platform to a third party as a service of your own except as your agreement with us expressly permits;
(d) use the Platform to operate an unlicensed money transmission, exchange, remittance, or custody business;
(e) exceed, evade, or attempt to evade a rate limit, budget, quota, or geographic control, including through additional credentials or Sybil accounts;
(f) attack, overload, probe, or attempt to gain unauthorised access to the Platform or its infrastructure;
(g) reverse engineer, decompile, or extract source code from any non-open-source component, or benchmark or publish performance data about the Platform without our written consent;
(h) misrepresent the Platform, in particular by describing it to your End Users as custodial, insured, guaranteed, reversible, or regulated.
12. Compliance, monitoring, and suspension
12.1 Screening. We may screen addresses, transactions and Deployments against sanctions lists, blockchain analytics data and internal fraud signals, and may decline to construct, sponsor, or relay any transaction on that basis.
12.2 Suspension. We may suspend, restrict or terminate access to the Platform or to specific features, without prior notice where the circumstances require it, if: we are required to by law or by a competent authority; we reasonably believe you have breached Section 4, Section 11 or another material term; it is necessary to protect the Platform, other Partners or third parties from fraud, abuse or security risk; or an underlying third-party platform withdraws access. Where notice is practicable, we will give it.
12.3 What suspension does not do. Suspension removes access to our interfaces. Because the Platform is non-custodial, it does not freeze, seize, or take control of any Digital Asset in a Wallet.
12.4 Reporting. We may report information to law enforcement, regulators, or affected third parties where required or where we reasonably consider it necessary to prevent or investigate crime.
13. Risk disclosure
You acknowledge and accept, and you must disclose to your End Users in substance, that:
(a) Digital Assets are volatile and their value can fall to zero; stablecoins can lose their peg, and their issuers can fail, freeze balances, or blacklist addresses;
(b) smart contracts can fail — code we wrote, code we integrate, and code we do not control may contain vulnerabilities, and audits reduce but do not eliminate that risk;
(c) networks can fail: sequencers, bundlers, paymasters, RPC providers and bridges can halt, censor, or lose data, and chains can fork or reorganise;
(d) every swap and cross-chain transfer carries price and execution risk, including slippage and MEV extraction;
(e) regulation changes, and new law may restrict or end the availability of the Platform or of specific features in a jurisdiction, in some cases without notice;
(f) there is no deposit insurance, investor compensation scheme, or government guarantee covering any Digital Asset or any use of the Platform.
14. Intellectual property and confidentiality
14.1 ChatterPay owns or licenses all rights in the Platform, including its software, interfaces, designs, documentation and marks. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform to provide your own service to your End Users, for the term of your agreement.
14.2 Components published under an open-source licence are governed by that licence, which prevails for those components. Publication under an open-source licence carries no warranty and is not an assurance of security or fitness.
14.3 Confidentiality. Each party will protect the other's non-public information disclosed under this agreement with at least reasonable care and use it only to perform this agreement. This does not apply to information that is public through no breach, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law.
14.4 Feedback you provide may be used by us without restriction, attribution, or compensation.
14.5 Publicity. Neither party may use the other's name or marks in publicity without prior written consent, except that we may identify you as a Partner in a customer list where your agreement permits.
15. Availability and changes
15.1 Except where a signed agreement states a service level, the Platform is provided without any availability commitment.
15.2 We may modify, suspend, or discontinue any part of the Platform. For a change that removes or materially alters a documented interface, we will use reasonable efforts to give advance notice through the Platform or the documentation.
15.3 We may amend these Terms by publishing an amended version with a new version number and effective date, giving notice of material changes before they take effect. Continued use after the effective date is acceptance. If you do not accept an amendment, stop using the Platform.
16. Term and termination
16.1 You may stop using the Platform at any time. Either party may terminate as its signed agreement provides, or, absent one, on thirty (30) days' written notice.
16.2 We may terminate immediately in the circumstances listed in Section 12.2.
16.3 Termination does not affect any Wallet on-chain. Sections 8.4, 10.3, 11, 13, 14, 17, 18, 19, 20 and 21 survive.
17. Disclaimer of warranties
17.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS.
17.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
17.3 WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY TRANSACTION WILL EXECUTE OR EXECUTE AT ANY PARTICULAR PRICE, THAT ANY DATA DISPLAYED IS ACCURATE OR CURRENT, OR THAT ANY DEFECT WILL BE CORRECTED.
Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.
18. Limitation of liability
18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OPPORTUNITY, OR FOR ANY LOSS IN THE VALUE OF DIGITAL ASSETS, HOWEVER CAUSED.
18.2 WITHOUT LIMITING SECTION 18.1, WE HAVE NO LIABILITY FOR LOSS ARISING FROM THE MATTERS LISTED IN SECTIONS 7.3, 9.2 AND 13; FROM ANY ACT OR OMISSION OF A THIRD-PARTY PROTOCOL OR PROVIDER; FROM ANY BLOCKCHAIN NETWORK FAILURE, FORK, OR ATTACK; FROM ANY UNAUTHORISED USE OF YOUR CREDENTIALS; OR FROM ANY DECISION YOU OR YOUR END USERS MAKE ON THE BASIS OF INFORMATION THE PLATFORM DISPLAYS.
18.3 OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM IN ANY TWELVE-MONTH PERIOD SHALL NOT EXCEED THE TOTAL FEES YOU PAID US IN THAT PERIOD, OR ONE HUNDRED UNITED STATES DOLLARS (US$100) WHERE NO FEES WERE PAID.
18.4 Sections 18.1 to 18.3 do not limit your obligations under Section 19 or either party's liability for breach of Section 14.3.
18.5 These limits apply even if a remedy fails of its essential purpose, and reflect a reasonable allocation of risk between two businesses.
19. Indemnity
You will indemnify and hold harmless ChatterPay and its affiliates, directors, officers, employees, contractors and agents from any claim, demand, loss, liability, penalty or cost (including reasonable legal fees) arising from your breach of these Terms, your violation of any law or third-party right, any claim by one of your End Users relating to your service, your tax liabilities, or your use of the Platform.
20. Governing law and disputes
20.1 These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of the Cayman Islands, without regard to conflict-of-laws rules.
20.2 Informal resolution first. Before formal proceedings, the parties will exchange a written description of the dispute and the relief sought and negotiate in good faith for thirty (30) days.
20.3 Arbitration. Any dispute not so resolved shall be finally settled by arbitration administered by the Cayman International Mediation and Arbitration Centre under its rules then in force, before one arbitrator, seated in George Town, Grand Cayman, conducted in English, with proceedings and the award kept confidential.
20.4 Carve-outs. Either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect intellectual property or confidential information or to prevent unauthorised access.
20.5 Time limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred, except where a longer period is mandatory under applicable law.
21. General
21.1 Entire agreement. These Terms, with the Privacy Policy and any signed agreement referencing them, are the entire agreement on this subject and supersede prior versions and understandings.
21.2 Severability. An unenforceable provision is modified to the minimum extent necessary or severed; the remainder stays in force.
21.3 No waiver. Failure to enforce a provision is not a waiver of it.
21.4 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation, financing, or sale of assets.
21.5 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including network outages, third-party infrastructure failure, platform-policy changes by a third party, acts of government, and telecommunications failures.
21.6 Relationship. Nothing creates a partnership, agency, joint venture, fiduciary relationship, or employment relationship. We owe you no fiduciary duty.
21.7 Language. These Terms are published in English, Spanish and Brazilian Portuguese. The English version governs in the event of any inconsistency, except where mandatory local law requires otherwise.
21.8 Notices. We may give notice through the Platform, to the administrative contact of your Deployment, or by publication on this portal. You give notice to us at contacto@chatterpay.com.ar.
22. Contact
ChatterPay 68 Fort Street, George Town, PO Box 31726 Grand Cayman KY1-1207, Cayman Islands Registration No. CR-426282 contacto@chatterpay.com.ar
Version 1.0. Effective 15 August 2026.