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LEGAL

Terms and Conditions

Agenzo Payment Token Service Β· Evonet Payment Technology Pte. Ltd.

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the Agenzo Payment Token Service ("Service") operated by Evonet Payment Technology Pte. Ltd. ("Evonet", "we", "us", or "our"), a company incorporated in Singapore, accessible at https://agenzo-token.everonet.com and through the Agenzo CLI tools.

By registering for an account, accessing, or using the Service, the registering entity ("Organization", "you", or "your") agrees to be bound by these Terms. If you do not agree, you must not use the Service.

2. Definitions

  • "AI Agent" or "Agent" means any autonomous AI software agent, large language model (LLM)-powered program, or automated system that utilizes the Service to execute payments on behalf of an Organization or its end-customers. For the avoidance of doubt, "Agent" in these Terms refers exclusively to non-human software agents.
  • "Organization" means the legal entity registered on the Agenzo platform that manages Developers, API Keys, and payment credentials. "You" and "your" in these Terms refer to the Organization.
  • "Developer" means an individual or team member within an Organization who creates and manages Agents and tokens.
  • "Token" means a payment credential generated through the Service, including Virtual Card Numbers (VCN), Network Tokens, and X402 Signatures.
  • "VCN" (Virtual Card Number) means a virtual card number generated through the Service with a defined spending cap and configurable validity period, issued on supported card networks (Visa, Mastercard, or others as available).
  • "Network Token" means a card network token with a one-time cryptogram issued through supported card networks for tokenized payment at participating merchants.
  • "X402 Signature" means an EIP-712 cryptographic signature backed by a payment card, enabling USDC settlement on the Base blockchain.
  • "Payment Method" means the credit or debit card registered by the Organization to back token issuance.

3. Eligibility

3.1. You must be a legally incorporated entity or a natural person of at least 18 years of age with the legal capacity to enter into binding agreements.

3.2. You represent and warrant that you are authorized to use the Payment Method you register with the Service.

3.3. The Service is available to organizations and developers in jurisdictions where its use is not prohibited by applicable law.

3.4. We reserve the right to refuse service to any party at our sole discretion.

4. Account Registration

4.1. To use the Service, you must register an Organization account using a valid email address. Authentication is performed via magic link β€” no passwords are required.

4.2. You are responsible for maintaining the security of your account credentials, API keys, and CLI access tokens.

4.3. You must promptly notify us of any unauthorized use of your account.

4.4. Each Organization may create multiple Developer accounts. Each Developer may generate multiple API keys. You are responsible for all activity under your Organization's hierarchy.

5. Service Description

5.1. The Service provides AI Agents with programmatic access to three payment rails via CLI tools:

  • Virtual Card (VCN): Virtual card numbers with configurable spending caps for online merchant payments.
  • Network Token: Card network tokens with one-time cryptograms for tokenized merchant payments.
  • X402 Signature: EIP-712 signed messages backed by card pre-authorization, enabling USDC settlement on the Base blockchain.

5.2. The Service routes, signs, and settles payments on behalf of your Agent. Your Agent selects the appropriate payment rail based on the merchant and transaction context.

5.3. The Service is provided "as is" and "as available." We do not guarantee uninterrupted or error-free operation.

6. Payment Method and Verification

6.1. You must register a valid credit or debit card as your Payment Method. Card registration requires identity verification via Passkey (FIDO2/WebAuthn) as the primary method, with 3D Secure (3DS) as a fallback where Passkey is not supported by the device or issuer.

6.2. Adding a card does not incur any charge. Your card is verified through Passkey or 3DS authentication at the time of registration. Fees are only charged when a payment token is created (see Section 7).

6.3. Your raw card number is transmitted directly to the payment processor during registration. Evonet does not store, log, or have access to your full card number at any time.

6.4. Registered card details used for VCN issuance are encrypted at rest using AES-256-GCM with keys controlled solely by your Organization.

7. Fees and Charges

7.1. Token Creation Fee: A fee of USD 0.50 is charged each time a payment token is created (VCN, Network Token, or X402 Signature), regardless of token type or transaction amount.

7.2. Adding a payment method is free of charge. No fees are incurred until a token is created.

7.3. All fees are deducted automatically at the time of token creation. Fees are non-refundable except where required by applicable law.

7.4. We reserve the right to modify the fee structure with 30 days' prior written notice. Continued use after the effective date constitutes acceptance.

8. Token Lifecycle and Spending Controls

8.1. VCN tokens are issued with a spending cap and a configurable validity period defined at creation time. A VCN may be single-use or multi-use depending on the parameters set by the Organization. Once the spending cap is reached or the validity period expires, the VCN is automatically closed.

8.2. Network Tokens are issued with one-time cryptograms. Each cryptogram is valid for a single authorization attempt.

8.3. X402 Signatures are EIP-712 messages valid for a single payment execution. Pre-authorization is locked against your Payment Method prior to signing.

8.4. Cascade Controls: Disabling a Developer account instantly revokes all active tokens issued under that Developer. Disabling an Organization freezes all tokens, Developers, and API keys within that Organization.

9. Liability and Chargebacks

9.1. Agent Liability: The Agent operator (you) bears full liability for all transactions initiated by your Agent using the Service. You acknowledge that your Agent acts on your behalf and under your authorization.

9.2. Chargeback Responsibility: In the event of a chargeback, dispute, or fraud claim arising from a transaction initiated by your Agent:

  • You are liable for the chargeback amount, associated fees, and any penalties imposed by the card network or issuing bank.
  • You agree to cooperate with Evonet in providing documentation and evidence to contest chargebacks where applicable.

9.3. No Liability for Agent Decisions: Evonet is not responsible for the purchasing decisions, merchant selection, or transaction amounts determined by your Agent. The Service is a payment execution layer β€” it does not validate the commercial merit of any transaction.

9.4. Limitation of Liability:To the maximum extent permitted by law, Evonet's total liability arising from or related to your use of the Service shall not exceed the total fees paid by you to Evonet in the 12 months preceding the claim.

10. Prohibited Uses

You agree not to use the Service to:

10.1. Conduct or facilitate fraudulent, illegal, or unauthorized transactions.

10.2. Fund terrorism, money laundering, or other activities prohibited by applicable anti-money laundering (AML) and counter-terrorism financing (CTF) laws.

10.3. Circumvent spending limits, security controls, or merchant restrictions.

10.4. Process transactions for goods or services prohibited by Visa, Mastercard, or applicable card network operating regulations.

10.5. Resell, sublicense, or redistribute the Service or tokens to third parties without prior written authorization.

10.6. Reverse-engineer, decompile, or interfere with the Service infrastructure.

10.7. Generate tokens for the purpose of testing card validity (card testing / BIN attacks).

11. Data Protection and Privacy

11.1. We process personal data in accordance with our Privacy Policy and applicable data protection laws including the Singapore Personal Data Protection Act 2012 (PDPA).

11.2. We collect and process: email addresses, Organization metadata, transaction records, and anonymized usage analytics. We do not collect or store full card numbers.

11.3. Transaction data is retained for the period required by applicable financial regulations and card network rules (minimum 7 years for dispute resolution purposes).

11.4. All data is encrypted in transit (TLS 1.3) and at rest (AES-256-GCM).

12. Security

12.1. The Service employs an atomic state machine architecture. Every state change is an atomic database operation, preventing double-charges, orphaned funds, and race conditions.

12.2. If any step fails during token creation, automatic rollback is triggered β€” pre-authorizations are cancelled, cards are closed, and funds are released.

12.3. An immutable, append-only audit trail records every transaction with timestamps. No records can be modified or deleted.

12.4. Multi-tenant isolation ensures that each Organization's data, credentials, and tokens are logically separated.

13. Intellectual Property

13.1. The Service, including all software, CLI tools, APIs, documentation, and trademarks, is the exclusive property of Evonet.

13.2. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service solely for its intended purpose in accordance with these Terms.

13.3. The Agenzo CLI packages (@agenzo/admin-cli, @agenzo/token-cli, @agenzo/payment-cli, @agenzo/merchant-cli) are provided under open-source licenses as specified in their respective repositories.

14. Service Availability and Modifications

14.1. We aim to provide 99.9% uptime but do not guarantee uninterrupted availability. Scheduled maintenance will be communicated with reasonable advance notice.

14.2. We reserve the right to modify, suspend, or discontinue any part of the Service at any time with 30 days' notice, except in cases of emergency or security incidents.

14.3. We may update these Terms at any time. Material changes will be notified via email to the registered Organization contact. Continued use after the effective date constitutes acceptance.

15. Suspension and Termination

15.1. We may suspend or terminate your access to the Service immediately if:

  • You breach any provision of these Terms.
  • We detect or suspect fraudulent, abusive, or illegal activity.
  • Required by law, regulation, or card network mandate.
  • Your Payment Method is declined, expired, or revoked.

15.2. Upon termination:

  • All active tokens are immediately revoked.
  • Outstanding fees and chargeback liabilities remain payable.
  • Transaction records are retained as required by law.

15.3. You may terminate your account at any time by contacting us at the address below. Termination does not relieve you of obligations incurred prior to termination.

16. Indemnification

You agree to indemnify, defend, and hold harmless Evonet, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Service or any transaction initiated by your Agent.
  • Your breach of these Terms.
  • Any third-party claim related to transactions executed through your account.
  • Your violation of any applicable law or regulation.

17. Dispute Resolution

17.1. These Terms are governed by the laws of the Republic of Singapore, without regard to conflict of law principles.

17.2. Any dispute arising from or relating to these Terms shall first be resolved through good-faith negotiation between the parties for a period of 30 days.

17.3. If negotiation fails, the dispute shall be submitted to binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Arbitration Rules in force at the time. The seat of arbitration shall be Singapore. The language of arbitration shall be English.

17.4. Nothing in this clause prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

18. Force Majeure

Evonet shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to: natural disasters, war, terrorism, government actions, card network outages, internet disruptions, or third-party payment processor failures.

19. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

20. Entire Agreement

These Terms, together with the Privacy Policy and any supplemental agreements entered into between you and Evonet, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, communications, and understandings.

21. Contact Information

For questions, concerns, or notices regarding these Terms:

Evonet Payment Technology Pte. Ltd.

Email: jacky.zhang@cardinfolink.com

Website: https://agenzo-token.everonet.com