These Enterprise Terms of Service (the "Agreement") are entered into between Digital Finance (Bahamas) Ltd., a company duly registered and licensed under the laws of the Commonwealth of The Bahamas, operating under the CiNKO brand ("CiNKO," "we," "us," or "our"), and the business entity executing this Agreement or accessing the Platform ("Customer," "you," or "your").
CiNKO is regulated by the Securities Commission of The Bahamas ("SCB") under the Digital Assets and Registered Exchanges Act, 2020, as amended (the "DARE Act"). CiNKO provides stablecoin infrastructure, payment services, card issuance, virtual accounts, custody services, and related APIs for business integration.
This Agreement governs Customer's access to and use of CiNKO's enterprise platform, including but not limited to:
Certain services may be subject to additional addenda, service-level agreements, or product-specific terms, which are incorporated by reference into this Agreement.
Customer represents and warrants that it is a duly organized legal entity with the authority to enter into this Agreement and to bind itself to the obligations contained herein. The individual accepting this Agreement on behalf of Customer represents that they have the requisite authority to do so.
This Agreement becomes effective upon the earlier of: (a) Customer's electronic acceptance of this Agreement; (b) execution of an Order Form referencing this Agreement; or (c) Customer's first use of the Platform or any Services (the "Effective Date").
The Services are provided on an execution, infrastructure, and custody basis. CiNKO does not provide investment, legal, tax, or other professional advice. Customer is solely responsible for obtaining independent professional advice in connection with its use of the Services and any transactions involving digital assets.
In addition to terms defined elsewhere in this Agreement, the following definitions apply:
CiNKO operates as a regulated digital asset business under the DARE Act and complies with all applicable laws, regulations, and regulatory requirements. CiNKO's regulatory obligations form part of the contractual relationship between the parties and may affect the availability, timing, or execution of Services.
CiNKO maintains comprehensive anti-money laundering ("AML"), counter-terrorism financing ("CTF"), know-your-customer ("KYC"), and sanctions compliance programs as required under Bahamian law and international standards.
Customer shall:
CiNKO may delay, restrict, suspend, reject, or block transactions or access to the Services to comply with applicable laws, regulatory requirements, or internal risk management policies. CiNKO may make disclosures or reports to regulators, law enforcement, or other competent authorities as required or permitted by law.
Both parties agree to cooperate with regulators, law enforcement agencies, and other competent authorities as required by applicable law. Customer acknowledges that CiNKO may be required to provide information related to Customer's Account, transactions, or End Users without prior notice where such notice is not permitted.
Customer acknowledges that actions taken by CiNKO in good faith to comply with applicable laws or regulatory requirements may affect access to the Services or the processing of transactions. To the extent permitted by law, CiNKO shall not be liable for losses arising from such actions.
Customer shall provide accurate, complete, and up-to-date information at all times, including corporate registration documents, beneficial ownership information, authorized representatives, and any other information required for onboarding or ongoing compliance. Customer shall promptly update such information if it changes.
Customer is responsible for ensuring that its End Users comply with all applicable laws and these terms. Customer shall implement appropriate terms of service, privacy policies, and compliance controls for its End Users. Customer shall not onboard End Users from sanctioned jurisdictions or permit End Users to engage in prohibited activities through the Platform.
Customer shall use the Services only in accordance with this Agreement, applicable laws, and all documentation provided by CiNKO. Customer shall not:
Customer is responsible for the security and confidentiality of its API Credentials, account access, and all devices and systems used to access the Services. Customer shall implement industry-standard security measures including encryption, access controls, and credential rotation. All activity conducted using Customer's API Credentials shall be deemed to be conducted by Customer.
Customer shall not use the Services, or permit its End Users to use the Services, for any of the following:
Subject to the terms of this Agreement, CiNKO grants Customer a non-exclusive, non-transferable, revocable license to access and use the APIs, SDKs, and developer tools solely for the purpose of integrating with the Platform and delivering Services to its End Users.
CiNKO shall provide and maintain API documentation, integration guides, and sandbox environments. CiNKO may update, modify, or deprecate APIs from time to time. For material changes, CiNKO shall use reasonable efforts to provide at least thirty (30) days' advance notice and maintain backward compatibility for a reasonable transition period.
API access is subject to rate limits and usage quotas as specified in the applicable Order Form or API documentation. Default rate limits apply unless otherwise agreed in writing. CiNKO reserves the right to throttle or restrict API access to maintain platform stability, security, and compliance.
Customer may configure webhooks to receive real-time notifications of events (e.g., transaction status changes, account updates). Customer is responsible for maintaining secure, available webhook endpoints and processing notifications in a timely manner. CiNKO shall make reasonable efforts to deliver webhook notifications but does not guarantee delivery.
CiNKO shall provide a sandbox environment for testing and development purposes. The sandbox environment is provided "as is" and may not reflect production performance or availability. Customer shall not process real transactions or real customer data in the sandbox environment.
CiNKO targets a monthly uptime of 99.9% for production API endpoints, measured as the percentage of total minutes in a calendar month during which the Platform is available and responsive (the "Uptime Target"). The Uptime Target excludes scheduled maintenance, force majeure events, and downtime caused by Customer or third-party dependencies.
CiNKO shall provide at least forty-eight (48) hours' advance notice of scheduled maintenance windows. CiNKO shall use reasonable efforts to schedule maintenance during low-traffic periods and minimize service disruption.
CiNKO shall maintain an incident response process and provide Customer with status updates during service disruptions. Severity classifications, response times, and escalation procedures shall be specified in the applicable SLA addendum.
If CiNKO fails to meet the Uptime Target in any calendar month, Customer may request service credits as set forth in the applicable Order Form or SLA addendum. Service credits are Customer's sole and exclusive remedy for failure to meet the Uptime Target.
The Services involve digital assets that operate on decentralized blockchain networks not owned, controlled, or operated by CiNKO. The performance and availability of these networks depend on third parties and underlying protocols beyond CiNKO's control. Customer acknowledges the inherent risks of blockchain networks, including congestion, delays, technical failures, and protocol changes.
Transactions involving digital assets are generally irreversible once submitted to a blockchain network. Customer is responsible for ensuring that all transaction instructions, including recipient addresses, amounts, and networks, are correct before submission. CiNKO may not be able to reverse, cancel, or recover digital assets transferred in error.
Blockchain networks may experience forks, upgrades, airdrops, or other events. CiNKO does not guarantee support for any specific fork, upgrade, or network event unless expressly communicated. CiNKO shall use reasonable efforts to notify Customer of material network events that may affect the Services.
The availability of supported digital assets may change for legal, regulatory, technical, or operational reasons. CiNKO may add, remove, suspend, or restrict support for certain digital assets with reasonable notice to Customer.
CiNKO provides institutional-grade custody of digital assets using Fireblocks MPC-CMP technology and segregated account structures. Custody is provided solely for supported digital assets as made available through the Platform.
Customer and its End Users retain full ownership of all digital assets held in custody. Digital assets held in custody are not CiNKO's assets, are not available to CiNKO's creditors, and do not form part of CiNKO's bankruptcy estate, except as required by applicable law.
Digital assets may be held in omnibus custody arrangements where assets of multiple customers are held in shared blockchain wallets. Individual entitlements are tracked through CiNKO's internal systems and accounting records. Customer consents to omnibus custody arrangements as described in this section.
CiNKO shall maintain reasonable safeguards to protect digital assets in custody, including segregation of customer and company assets, secure key management, multi-party computation signing, and regular audits of custody balances.
Where agreed in an applicable Order Form, CiNKO grants Customer a non-exclusive, non-transferable license to deploy the Platform under Customer's brand ("White-Label Services"). Customer may present the Services to its End Users under its own branding, trade names, and visual identity.
Customer shall not misrepresent the regulatory status, capabilities, or nature of the Services. Where required by applicable law or regulation, Customer shall disclose that the underlying infrastructure is provided by Digital Finance (Bahamas) Ltd. and that custody and digital asset services are regulated under the DARE Act.
Customer shall not sublicense, resell, or redistribute the White-Label Services to third parties for further white-labeling without CiNKO's prior written consent. Customer remains responsible for its End Users' compliance with this Agreement.
Customer is solely responsible for obtaining and maintaining all licenses, registrations, and regulatory approvals required to operate its business and offer services to its End Users in the applicable jurisdictions. CiNKO's DARE Act registration does not extend to or cover Customer's operations.
Customer shall pay all fees as specified in the applicable Order Form. Fees may include setup fees, monthly platform fees, transaction fees, per-API-call charges, and any other charges agreed between the parties. Fee schedules and pricing tiers shall be set forth in the Order Form.
CiNKO shall issue invoices monthly (or as otherwise specified in the Order Form). Payment is due within thirty (30) days of the invoice date unless otherwise agreed. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
CiNKO may adjust fees with at least sixty (60) days' prior written notice. If Customer does not agree to the adjusted fees, Customer may terminate this Agreement in accordance with Section 14.
All fees are exclusive of applicable taxes, duties, and government charges. Customer is responsible for all taxes arising from its use of the Services, excluding taxes based on CiNKO's net income.
With respect to End User personal data processed through the Platform, Customer acts as the data controller (or equivalent under applicable law) and CiNKO acts as the data processor. With respect to Customer's own business contact information and account data, CiNKO acts as the data controller.
The parties shall enter into a Data Processing Agreement ("DPA") that governs the processing of personal data in connection with the Services. The DPA shall address the categories of data processed, purposes of processing, security measures, subprocessor obligations, data subject rights, and breach notification procedures. Where a DPA has not been separately executed, the provisions of this Section 11 and the Enterprise Privacy Policy shall govern.
Both parties shall implement appropriate technical and organizational measures to protect personal data, including encryption in transit and at rest, access controls, monitoring, and incident response procedures.
Where Customer Data is transferred across borders, CiNKO shall implement appropriate safeguards, including standard contractual clauses, adequacy decisions, or other mechanisms recognized under applicable data protection laws.
CiNKO shall retain Customer Data for the duration of this Agreement and for such additional periods as required by applicable law, including AML record-keeping obligations under the DARE Act. Upon termination, CiNKO shall return or delete Customer Data in accordance with the DPA, subject to legal retention requirements.
CiNKO retains all right, title, and interest in the Platform, APIs, SDKs, documentation, and all related intellectual property, including patents, copyrights, trademarks, and trade secrets. Nothing in this Agreement transfers ownership of CiNKO's intellectual property to Customer.
Customer retains all right, title, and interest in its data, brand assets, trademarks, and any software or content developed independently by Customer. Customer grants CiNKO a limited, non-exclusive license to use Customer's brand assets solely as necessary to provide the Services (e.g., for white-label deployments).
If Customer provides suggestions, ideas, or feedback regarding the Platform or Services, CiNKO may use such feedback without restriction or obligation to Customer.
Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Neither party shall disclose the other's Confidential Information except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is received from a third party without restriction.
A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party reasonable prior notice (where permitted) and cooperates to limit the scope of disclosure.
Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
This Agreement commences on the Effective Date and continues for the initial term specified in the Order Form (or, if no Order Form, for one year), and automatically renews for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.
Either party may terminate this Agreement for convenience by providing ninety (90) days' prior written notice to the other party.
Either party may terminate this Agreement immediately upon written notice if the other party:
Upon termination or non-renewal, CiNKO shall provide a wind-down period of ninety (90) days during which Customer may continue to access the Services solely for the purpose of migrating End Users, settling pending transactions, and transitioning to alternative providers. During the wind-down period, all terms of this Agreement continue to apply, and Customer shall continue to pay applicable fees.
Upon expiration of the wind-down period:
Customer shall indemnify, defend, and hold harmless CiNKO and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising from or related to: (a) Customer's use of the Services; (b) Customer's breach of this Agreement; (c) Customer's violation of applicable law; (d) Customer's End Users' activities; or (e) Customer's misrepresentation of its regulatory status or the nature of the Services.
CiNKO shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising from or related to: (a) CiNKO's breach of this Agreement; (b) CiNKO's violation of applicable law; or (c) claims that the Platform infringes a third party's intellectual property rights.
The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent.
Except for indemnification obligations, breaches of confidentiality, or willful misconduct, each party's total aggregate liability under this Agreement shall not exceed the greater of: (a) the total fees paid or payable by Customer to CiNKO in the twelve (12) months preceding the event giving rise to liability; or (b) USD $100,000.
To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, regardless of the cause of action or whether such damages were foreseeable.
The limitations in this Section 16 do not apply to: (a) liability arising from willful misconduct or gross negligence; (b) breach of confidentiality obligations; (c) indemnification obligations under Section 15; or (d) liability that cannot be limited under applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of The Bahamas, without regard to its conflict of law principles.
Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between senior executives of both parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration in Nassau, The Bahamas, in accordance with the rules of a mutually agreed arbitration body. The language of arbitration shall be English.
Neither party shall be liable for failure or delay in performing its obligations under this Agreement to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, blockchain network failures, or third-party infrastructure outages. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by this Agreement.
All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the Order Form (or updated by written notice), with confirmation of receipt. Notices to CiNKO shall be sent to [email protected].
This Agreement, together with all Order Forms, addenda, and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations.
CiNKO may update these terms with at least sixty (60) days' prior written notice. Material changes that adversely affect Customer's rights shall entitle Customer to terminate in accordance with Section 14. Continued use of the Services after the effective date of changes constitutes acceptance.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.
For questions regarding these Enterprise Terms of Service, please contact:
Digital Finance (Bahamas) Ltd.
Operating as CiNKO
Email: [email protected]