These Terms of Use (as supplemented or amended from time to time) (the “Terms”) form an integral part of the Onramper sign up form (the "Sign Up Form" and together with the Terms, "Agreement") and govern the relationship between you (the “End User”, “you”) and Onramper Technologies B.V., (“Onramper”, “we”, “us”, “our”). By signing up through the Sign Up Form and/or using the Service and Software, you acknowledge, accept, agree to the Terms.

0. Definitions

In addition to terms elsewhere defined in the Agreement, the following definitions shall have the following meaning:

"API" means the application programming interface as built, developed, managed, owned, controlled and maintained by Onramper.

“Fiat Gateways” means a Party that you as End User can enter into an agreement to use their fiat-to-crypto-asset conversion service.

"Onramper" ("we", "us", "our") means Onramper Technologies B.V. a limited liability company, incorporated under the laws of the Netherlands and having its registered office in Amsterdam, the Netherlands.

"Software" means the software owned, controlled, managed and maintained by Onramper that hosts the Widget and API and that aggregates fiat-to-crypto software offered by Fiat Gateways within a single easy-to-implement interface that can be integrated and displayed by the Partner within its own application, wallet, exchange or website. The number of available onramps depends on the type of subscription and is susceptible to changes.

"Widget" means the embeddable widget as built, managed, owned and maintained by Onramper.

1. Applicability and eligibility

1.1 Upon using the website or Services, these Terms are accepted by the user either by virtue of using the Services provided by Onramper or by explicitly agreeing to these Terms before making use of the Services provided by Onramper. For the avoidance of doubt, by using the Services, you acknowledge that Onramper may share your personal data with Fiat Gateways that you actively select where this is necessary to provide the requested service or facilitate a transaction you initiate. Where applicable law requires consent, or where your personal data is shared with other parties for its own purposes, Onramper will obtain separate, specific and granular consent through the user interface or otherwise at the relevant time.

1.2 To be eligible for any of the Services provided by Onramper, you must be at least 18 years old, have the capacity to enter into legally binding contracts and reside in a country in which the relevant Services are accessible.

2. Services

2.1 The “Services” provided by Onramper exist of:

• allowing End Users to access the website, widget and API built by Onramper, through which End Users can interact and transact with various Fiat Gateways (“Onramp Aggregator Service”); and
• an optional data collection service (“Onramper ID Service”), where the End User shares its personal data with Onramper and, at the End User’s instruction, instruct Onramper to share personal data with selected Fiat Gateways or financial service providers for the purpose of those providers’ know-your-customer (“KYC”) screening, onboarding, fraud prevention, internal administrative purposes or other lawful purposes and, where separately consented to, marketing.

2.2 Onramper does not provide customer support or other types of assistance in relation to the services that Fiat Gateways or other financial service providers provide to you. Any contractual agreements, terms, and conditions between you and the Fiat Gateways or other financial service providers you select are governed by the relevant agreement(s) in place between you and that party.

2.3 In order to provide and optimize the Services, Onramper processes personal data as described in Onramper’s Privacy Policy. Depending on the Service, this may include contact data, usage data, wallet data, KYC screening related personal data. Personal data processed by Fiat Gateways and financial service providers in their own systems is subject to their respective privacy notices and terms. Onramper acts as an independent data controller in relation to the personal data it collects and processes through the Services.

2.4 Each selected Fiat Gateway and financial service provider acts as an independent data controller in relation to the personal data it receives and processes in its own systems for its own services and legal obligations. Each party is independently responsible for compliance with applicable data protection law in relation to its own processing activities.

2.5 No Fiat Gateway or financial service provider may use personal data received through Onramper for any purpose other than the purpose(s) for which the End User has opted in or otherwise instructed, except to the extent required by applicable law or where the Fiat Gateway or financial service provider already lawfully possesses the relevant personal data or obtains it directly from the End User independently of Onramper.

Onramp Aggregator Service

2.6 In the Onramp Aggregator Service, Onramper is solely a provider of technical infrastructure allowing supply and demand for fiat-to-crypto conversion services to find each other.

2.7 Onramper does not sell crypto-assets, does not facilitate or convert fiat currencies into crypto-assets and never acts as a Fiat Gateway or acts as custody provider in any way whatsoever. End Users independently initiate and complete any transactions through those third-party platforms. This distinction is fundamental: Onramper is not involved in the formation, execution, or settlement of any such transactions.

Onramper ID Service

2.8 The use of the Onramper ID Service is optional, and is available in respect of selected Fiat Gateway or financial service providers.

Where an End User elects to use the Onramper ID Service, Onramper will collect, receive, verify, store and transmit relevant identification and related data from you, including by using third-party providers used by Onramper. If the Onramper ID Service is not used, end users submit their data directly to relevant Fiat Gateway or financial service providers it selected.

2.9 As part of the Onramper ID Service or where required by a selected Fiat Gateway, Onramper may verify End User contact details (such as phone number or email address) by sending one-time verification codes via SMS or email. These messages are transactional and system-generated, used solely for identity verification purposes. Onramper uses third-party communications providers (such as Twilio) to deliver these messages on its behalf. By providing your phone number or email address and requesting a verification code, you consent to receiving such messages. Standard messaging and data rates may apply. You may opt out of SMS messages by replying STOP; however, doing so may prevent Onramper from completing phone verification, which may be required by certain Fiat Gateways. You may re-enable SMS verification at any time by replying START.

3. Intellectual Property

3.1 In no case shall there be any transfer of Intellectual Property of any kind, including, but not limited to, rights to the widget, API, website, software, copyrights, patents, trademarks, ideas, techniques, inventions, processes, works of authorship, ideas or concepts owned by Onramper, whether licensed or unlicensed, resulting from the use of any of our Software or acceptance of these terms. Onramper retains any rights to the intellectual property and material(s) contained in its Website and/or APIs, and this agreement grants a limited license to End Users only, for the purposes of viewing, accessing and using Services provided by Onramper for personal purposes.

4. Warranties

4.1 As Onramper is not a party to transactions between End Users and Fiat Gateways, we cannot and do not make any representations or warranties of any kind with regards such transactions or the services provided by Fiat Gateways.

4.2 Onramper’s Services, website, widget(s) and/or API(s) are provided ‘as is’, and while we represent that we will make reasonable endeavors to ensure our Services meet your expectations, we make no representations or warranties about:

a) the uptime, reliability or availability of our Services, or about our Services being completely error-free, as they might go offline or be unreliable for a variety of reasons, including reasons related to updates, problems with communication networks, hardware problems, software problems, bugs, external attacks or other reasons;

b) the correctness of information displayed on our website, widget or through our API, including, but not limited to information about available Fiat Gateways, information about offers made by Fiat Gateways such as applicable conversion ratios, information about fees applicable to such offers, and information about network fees, as such conversion ratios and fees may be subject to changes for a variety of reasons (such as transaction delays, market volatility and sudden network congestion) outside of Onramper’s control, before, during or even after transactions have been initiated;

c) the legitimacy, availability, suitability for purpose, security or reliability of fiat-to-crypto conversion services offered by third-party Fiat Gateways, as we have no control over such services; and

d) the legitimacy, availability, suitability for purpose, security or reliability of implementations Onramper’s API or widget where these are integrated and/or adapted by third-party wallets, applications, websites, exchanges or protocols, as our Services can be integrated by such parties while building their own front-end interfaces or adapting the open-source user interface that we have made available.

e) the accuracy, completeness, validity or fitness for purpose of any KYC data collected, stored or transmitted through the Onramper ID Service, as Onramper does not perform identity verification, KYC screening or compliance assessments on behalf of any Fiat Gateway, financial service provider or End User.

5. User warranties

5.1 You, as End User, shall not:

a) copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the widget, website or API in any way;

b) interfere with or violate any right to privacy or other rights, or harvest or collect personally identifiable information about visitors or End Users without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;

c) interfere with or disrupt the operation of the Services, or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

d) provide any false, misleading or inaccurate information or impersonate others;

e) enter into this agreement on behalf of any third party; or

f) violate any applicable laws by entering into this agreement.

g) submit, upload or otherwise provide any false, forged, stolen, expired or otherwise invalid identity documents or information through the Onramper ID Service;

h) use the Services, including the Onramper ID Service, for or in connection with money laundering, terrorist financing, proliferation financing, sanctions evasion, tax evasion, fraud, or any other financial crime or unlawful activity;

i) use the Services while you are the subject of economic or trade sanctions administered or enforced by any applicable governmental authority, or while you are located in or a national or resident of a jurisdiction subject to comprehensive sanctions.

5.2 By using the Onramper ID Service, you additionally represent, warrant and agree that:

(a) all documents and data you submit are authentic, accurate, current and complete, and you are in possession of the originals of any documents submitted;

(b) you are the individual to whom such documents and data relate;

(c) you are not acting on behalf of any third party;

(d) you are not, and are not acting on behalf of, any person or entity that is the subject of sanctions administered by the European Union, the United Nations, the United States (including OFAC), or the United Kingdom;

(e) you will notify Onramper immediately when you know or suspect that any data previously provided by you is rendered obsolete, outdated, incomplete, or incorrect (including where you lose possession of the original documents the copies of which are stored by Onramper);

(f) you will notify Onramper immediately when you know or suspect that an unauthorised third party may have accessed the Onramper ID Service on your behalf or using your credentials; and

(g) you will not willingly or negligently allow a third party to use or otherwise access the Onramper ID Service on your behalf or using your credentials.

6. Limitation of liability and disclaimer

6.1 In no event shall Onramper be held liable for any damages of any kind (including consequential, direct, indirect, special, exemplary, incidental damages and losses) related to possible contractual relation(s) and transaction(s) between End Users and third-party Fiat Gateways, as Onramper is not a party to such transactions.

6.2 Onramper shall further not be held liable for any costs or damages resulting from any incorrectness of information displayed on our website, widget or through our API, for any errors, bugs, hacks, breaches, viruses, worms, harmful software or (other) attacks aimed at our security or the security of other infrastructure or third-party interfaces related or connected to the Services, for any incorrect data input by the End User, any incorrect performance of our Services, and any malfunctioning of any computer, server or blockchain, including attacks on such components, unless these damages are attributable to gross negligence (in Dutch: ‘grove schuld’) or intent (in Dutch: ‘opzet’) on the side of Onramper.

6.3 Onramper shall not be liable for any indirect, special, incidental, exemplary, punitive or consequential damages (including, but not limited to, lost profits, lost income, missed opportunity, appreciation, anticipated savings, loss of data or depreciation of (digital) assets) claimed to arise as a result of (a lack of) availability, reliability or a lack of uptime of Onramper’s Services.

6.4 Save as set out otherwise, Onramper shall only liable towards the End User in the event of an attributable shortcoming in the performance of its obligations under these Terms. Onramper shall not be liable for damages or losses resulting from any incorrectness of data input by the user, including incorrect input of public keys, which may result in the End User losing all its funds, as well as any damages resulting from any risks that are inherently related to the owning and/or use of crypto-assets or other digital tokens, such as damages resulting from unknown technical defects, legislative or regulatory changes, any fluctuations in value.

6.5 In any case, Onramper’s aggregate liability (whether in contract, for tort or otherwise) for all claims, liabilities, costs, expenses, losses and damages to any specific End User will at all times be limited to the total amount of revenue Onramper has received from a third-party Fiat Gateway for its Services in relation to that specific End User.

6.6 Except as expressly required by law, under no circumstances will Onramper be liable for any indirect, special, punitive, exemplary, consequential or incidental damages, such as but not limited to loss of revenue, profits, data, business, goodwill, claim, or anticipated savings, penalties, tax exposure, or compliance-related losses arising from errors in data input or the customer’s use of the platform and reputational damages however caused (even if advised of the possibility of such damages). All damages are strictly limited to direct damages actually paid, suffered or incurred, subject to this Clause 6.

6.7 Onramper offers the Services (including its website and platform) on an "as is" and "as available" basis. The End User accepts that the Services (including the platform of Onramper) (in whole or in part) may be unavailable due to maintenance, update, upgrade, downtime, malfunction, outage, interruption, bugs, errors, force majeure or improper functioning (for whatever reason).

6.8 Without prejudice to the foregoing, Onramper shall not be liable for any processing, use, storage, disclosure, security incident or compliance breach relating to personal data once such personal data has been transmitted to a selected Fiat Gateway or financial service provider in accordance with the End User’s instructions, selections or consent.

6.9 Without prejudice to the generality of this Clause 6, Onramper shall not be liable for any loss, damage, penalty, fine or regulatory action suffered or incurred by any End User, Fiat Gateway or financial service provider as a result of (a) the insufficiency, inaccuracy or incompleteness of KYC data shared through the Onramper ID Service, (b) any decision by a Fiat Gateway or financial service provider to accept, reject or request further verification from an End User, or (c) any failure by a Fiat Gateway or financial service provider to comply with its own AML/KYC or other regulatory obligations, in each case except to the extent directly caused by Onramper’s gross negligence or wilful misconduct.

7. Term

7.1 At any time, Onramper may block your access to the website, widget or API or access to the Services or terminate these Terms, for any reason, at its sole discretion.

7.2 You may terminate this agreement at any time.

7.3 In case of termination, all limitations of liability as well as all general provisions in this agreement will survive.

7.4 Onramper may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Onramper does not assume any responsibility nor liability with respect to, or in connection with the termination of the Service and/or loss of any data.

7.5 Onramper may suspend or terminate access to Onramper ID or any related functionality where it reasonably suspects misuse, fraud, unlawful activity, breach of these Terms, breach of applicable law, or misuse of personal data by any user or third party.

8. General

8.1 If any provisions of these Terms might be wholly or in part null and void and/or invalid and/or unenforceable as a result of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of all other provisions of these general terms and conditions or the underlying Assignment/Agreement.

8.2 If any provision in the Assignment or any part of the Assignment cannot be relied on in law, the remaining part of the Assignment will remain in full force, always provided that provisions in the part which cannot be relied on will be deemed to have been adjusted in such a manner that reliance thereon will be possible, whereby the intention of parties with regard to the original provision or original part will remain in existence as much as possible.

8.3 The Agreement shall be governed by and construed in accordance with Dutch law.

8.4 The courts of the Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

8.5 We may change this Agreement at any time for any reason, including (without limitation): (a) to comply with or reflect a change in applicable law or guidance from any competent authority; (b) to make the terms more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights); (c) to provide for the introduction of new systems, Services, procedures, processes and/or products or to incorporate such changes in technology as we deem necessary (provided in each case any change would not be detrimental to your rights); or (d) to remove an existing Service, provided we have given you appropriate notice of its removal. Unless we are required by law or upon instruction of an authority to amend the Agreement earlier, we will provide notice of any material amendment to you at least thirty (30) days before it takes effect. We will notify you of any changes to this Agreement on your first use of the Services after any amendment. You will be deemed to have accepted the changes if you continue to use the Services. If you do not accept the changes, you should terminate the Agreement in accordance this Agreement, and cease using the Services. An up-to-date copy of this Agreement is always available on our website.

9. Product specific terms

9.1 Crypto swaps

9.1.1 Third party services: Onramper does not execute crypto-asset swaps. The swap of USDC into any other crypto-asset (including so-called "memecoins") is executed by third-party service providers (such as MoonGate) via decentralized exchanges. Onramper’s role is limited to providing technical infrastructure to facilitate access to third-party services.

9.1.2 Third party terms: By using the swap functionality, you acknowledge and agree that Onramper is not a party to the swap transaction, and that the terms and conditions of such third-party providers apply in addition to these Terms. By initiating a swap and/or using their services, you acknowledge and agree to be bound by the terms and conditions of MoonGate and any other third-party service provider involved in the transaction. You are responsible for obtaining and reviewing the relevant terms prior to using their services.

9.1.3 Quotes, prices and slippage: Any price or quote displayed to you prior to initiating a swap is indicative only and does not constitute a guarantee of execution at that price, or even a guarantee of full execution.

Due to market volatility and/or delays in receiving USDC, the final execution price may differ. A maximum slippage and priority fee threshold applies. In case of a failed swap, which can, but is not limited to situations where at the time of execution the slippage exceeds the slippage threshold, the swap will not be executed. In case a onramp transaction was completed, you will receive the SOL or USDC you bought to initiate the swap in your wallet. (see Clause 9.1.4).

9.1.4 Refunds and Fees: If a swap is not executed due to excessive slippage, technical failure, or blockchain-related issues, your SOL or USDC will be refunded. In such cases, you acknowledge and agree that any fees already charged for the initial onramp transaction and refund are non-refundable. Onramper does not refund fees charged by third-party providers under any circumstances.

9.1.5 Risks: crypto-asset prices are highly volatile, and you may lose part or all of your funds as a result of price movements. Blockchain transactions are irreversible and may fail, be delayed, or become more costly due to network congestion, technical failures or other factors outside Onramper’s control. You bear all risks related to the timing, execution and outcome of swap transactions and no guarantee is provided that the transaction is fully executed.

9.1.6 Independent data controllers: Onramper acts as an independent controller for the personal data it collects and processes in connection with the Services. Each selected Fiat Gateway and each selected financial service provider (e.g. wallet provider, card issuer) acts as an independent controller for the personal data it receives and processes in its own systems in connection with its own services, compliance obligations and internal purposes, subject to its own privacy notice.

10. AI and machine learning

10.1 You acknowledge and agree that Onramper may employ artificial intelligence (AI), machine learning (ML), automated decision-making and algorithmic systems in the provision, improvement, optimization, routing, fraud detection, and risk-assessment of its Services. These systems may analyze data about your usage, transactions, device, geographic location, success rates, and other relevant parameters to determine, among other things, the optimal fiat-to-crypto conversion path, applicable fees, potential fraud or risk, and eligibility for certain payment or onramp methods.

10.2 While we strive for fairness, accuracy and transparency, these AI / ML systems may occasionally make errors or misclassify information, which could result in unintended outcomes (including delays, failed transactions, or ineligibility for certain onramps). You agree that Onramper will not be liable for such errors except where caused by negligence or willful misconduct. Partner remains solely responsible for (human-in-the-loop) reviewing, validating and approving any such outputs generated through AI or ML prior to reliance or use in financial statements, reporting, compliance or decision-making.

10.3 If any applicable law requires disclosure of the logic involved in automated decision-making materially affecting you, or grants you rights to human review, correction, or objection, then these rights will apply in accordance with the law.

10.4 To the extent permitted by applicable law, and as further described in Onramper’s Privacy Policy, Onramper may use non-personal data, aggregated data, and personal data lawfully processed by Onramper for the purposes of developing, testing, improving and refining its systems, analytics, fraud detection tools and AI/ML-supported functionalities.

Onramper shall not use identification documents, KYC/AML data, or verification results and tokens submitted or generated in connection with Onramper ID for AI/ML model training, unless such use is expressly permitted by applicable law and clearly disclosed in the Privacy Policy.

10.5 Onramper collects and processes various data (excluding personal data) in respect of or provided by the End User (and its use of the Services) to render, improve and provide the Services (including customer service and customer support) and may use and utilize such data (including usage and log data) for machine learning, artificial/business intelligence, research, (data) security/breaches, benchmarking, fraud investigation, investigations, analytical and other internal purposes.

11. About Onramper

Onramper Technologies B.V. (trading as 'Onramper') is a private limited liability company incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam and having its registered business address at Grote Bickersstraat 74, 1013 KS, Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce in Amsterdam under registration number 76602877. Our VAT (BTW) registration number is NL860696674B01.

What does Onramper do:

Onramper offers a plug-and-play Platform as a Service ('PaaS') solution by providing a simple and compliant onramp integration solution for its business partners.

With the PaaS solution, Onramper allows platforms that wish to offer the products of various Fiat Gateways on their platform (e.g website/app) to easily integrate these platforms. Onramper does not directly or indirectly transact with End Users (customers).

Through an API/SDK solution, Onramper only aggregates, bundles and enables Fiat Gateways onto and in one product (i.e. its platform). The platform can be integrated and made available on third party platforms and applications. This PaaS solution allows customers of these third party platforms to directly transact with a Fiat Gateway of choice.

What does Onramper not do:

Onramper does not operate nor qualify as an offeror of crypto currencies.

Onramper does not buy or (re-)sell crypto, nor offer or invite to subscribe for or to purchase any securities in any jurisdiction.

Onramper is not a party to the relationship between an offeror of crypto (fiat gateway) and an end user

Onramper does not act as a reseller or merchant of record and does not offer crypto (exchange) services. Onramper does not offer lending or extend credit to customers

Onramper does not set, control or otherwise determine the exchange rates.

Onramper does not and will never take custody and/or have direct influence over End Users’ funds, crypto-assets or cryptographic tokens at any stage.

Onramper does not charge the user for the services or the transactions. Onramper only receives a fee from the Fiat Gateways for transactions entered into by Fiat Gateway with an End User.

Does Onramper require a license:

Considering the limited role and responsibilities of Onramper, Onramper does not require a financial or other regulatory license or registration to operate.