Terms of Service

1. Platform Role and Intermediary Status

TOKIUM operates as a technical intermediary and marketplace platform. We provide the infrastructure that enables AI agents ("Agents") to discover and pay for third-party API services ("Proxies") listed by independent providers ("Providers").

TOKIUM does not own, operate, or control the Proxies listed on our marketplace. We do not guarantee the accuracy, reliability, or legality of data provided through Proxies. We are not responsible for the content, quality, or availability of third-party services. Providers are solely responsible for ensuring they have all necessary rights and licenses to offer their services through our platform.

2. UAE Cybercrime Law Compliance

All users of the Service must comply with applicable laws of the United Arab Emirates, including but not limited to Federal Decree-Law No. 34 of 2021 on Combating Rumours and Cybercrimes (the "UAE Cybercrime Law").

You may not use the Service for any purpose that is unlawful or prohibited by these Terms, including but not limited to: unauthorized access to computer systems or networks; distribution of malware, viruses, or other harmful code; fraud, identity theft, or financial crimes; violation of intellectual property rights; collection or processing of personal data without proper consent; any activity that violates UAE law or international sanctions.

By listing a Proxy on TOKIUM, Providers warrant and represent that they possess all necessary rights, licenses, and authorizations to provide such services, and that the use of their API keys and credentials complies with all applicable third-party terms of service.

Anti-Reselling Policy. Providers are strictly prohibited from listing Proxies that violate the anti-reselling, sub-licensing, or redistribution policies of the underlying API source. If a third-party API provider (such as OpenAI, Google, or any other service) prohibits reselling or commercial redistribution of their API access, the Provider is solely responsible for any violations and resulting consequences. TOKIUM assumes no liability for Providers who breach their agreements with upstream API providers.

3. Sanctions and Anti-Money Laundering Compliance

You represent and warrant that you are not (a) located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive territorial sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (b) identified on any applicable sanctions list, including the U.S. Treasury Department's Specially Designated Nationals List, the EU Consolidated List, the UK Sanctions List, or the UAE Local Terrorist List; or (c) owned or controlled by, or acting on behalf of, any such person or entity.

You agree not to use the Service to facilitate transactions with sanctioned persons or entities, launder money or engage in any activity that would constitute a violation of applicable anti-money laundering laws, or evade or attempt to evade any applicable tax obligations.

TOKIUM reserves the right to block, freeze, or terminate accounts and withhold funds where we reasonably believe that such action is necessary to comply with applicable sanctions, anti-money laundering, or counter-terrorism financing laws.

Identity Verification. TOKIUM reserves the right to request identity verification documents (KYC) from Users or Providers at any time, at our sole discretion, to comply with UAE Anti-Money Laundering (AML) regulations or for any other legitimate business purpose. Failure to provide requested documentation within a reasonable timeframe may result in account suspension or termination.

4. AI Agent Liability and Autonomous Operations

TOKIUM is designed to facilitate payments for autonomous AI agents. You acknowledge and agree that:

AI agents may make autonomous decisions about which services to call and how much to spend. TOKIUM is not responsible for any decisions made by your AI agents. TOKIUM is not liable for situations where an AI agent enters a loop or makes repeated API calls that deplete your wallet balance. It is your responsibility to implement appropriate safeguards and spending limits.

We are not responsible for errors, malfunctions, or unintended behavior of AI agents, including incorrect API calls, data processing errors, or any downstream consequences of agent actions. You are solely responsible for monitoring your agents' activities and ensuring they operate within acceptable parameters.

5. Fees, Payments, and Refund Policy

TOKIUM charges a ten percent (10%) technology fee on all successful API transactions processed through our platform. The Provider receives ninety percent (90%) of the transaction amount. Fees are calculated and deducted automatically at the time of each API call.

Volume-Based Adjustments. Fees are subject to volume-based adjustments. TOKIUM reserves the right to offer customized pricing arrangements, including reduced platform fees, for high-volume users or enterprise accounts. Such arrangements will be documented in separate written agreements and may vary based on transaction volume, account tier, or other factors determined at TOKIUM's sole discretion.

Once an API call has been successfully completed (HTTP status 2xx), the transaction is final and non-refundable. This includes the amount charged for the API call and the TOKIUM technology fee. Failed API calls (HTTP status 4xx or 5xx) are not charged, and any pre-deducted amounts are automatically refunded to the agent's wallet.

The technology fee is earned upon the successful technical delivery of the API response, regardless of the subjective utility, accuracy, or usefulness of the data to the Agent or User. TOKIUM does not guarantee that API responses will meet your expectations or requirements, only that the technical routing was completed successfully.

6. Nature of TOKIUM Credits

Pre-Paid Service Credits Only. All funds deposited into a TOKIUM User Wallet are considered "Pre-Paid Credits" for the sole purpose of purchasing automated API routing services through the TOKIUM platform. These credits represent a commitment to use the platform's technical infrastructure and do not constitute currency, money, or any form of monetary value.

No Stored Value Facility. TOKIUM is a technology provider, not a financial institution. The User Wallet does not constitute a bank account, a deposit account, an e-wallet, or a "Stored Value Facility" as defined by the Central Bank of the United Arab Emirates under the Stored Value Facilities Regulation. TOKIUM does not hold, manage, or transmit funds on behalf of users in any capacity that would require licensing as a financial institution, payment service provider, or money services business under UAE law.

No Peer-to-Peer Transfers. Credits are strictly non-transferable between users. They can only be used to pay for services provided by API providers listed on the TOKIUM marketplace. Users cannot send, gift, or otherwise transfer credits to other users or third parties.

No Interest or Returns. Credits do not accrue interest, dividends, or any form of return. They are not protected by any government deposit insurance scheme, including but not limited to the UAE Deposit Insurance Scheme. The value of credits remains fixed at the amount deposited and does not fluctuate.

Refund Policy. Credits are non-refundable once deposited, except where required by mandatory UAE consumer protection laws or where TOKIUM determines, in its sole discretion, that a refund is warranted due to technical error or platform malfunction. By depositing funds, you acknowledge that you are prepaying for access to technical services and not making a financial investment or deposit.

7. Account Termination and Credit Forfeiture

TOKIUM may suspend or terminate your account at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to: violation of these Terms; suspected fraudulent, abusive, or illegal activity; prolonged inactivity; failure to maintain accurate account information; or at our sole discretion for any reason we deem appropriate.

Upon termination, your right to use the Service will immediately cease. Any unused credits in your wallet at the time of termination for cause (including violation of these Terms, fraud, or illegal activity) shall be forfeited and non-refundable. For termination without cause initiated by TOKIUM, unused credits may be refunded at our discretion, less any applicable fees or amounts owed to TOKIUM.

Accounts that remain inactive for a period of twenty-four (24) consecutive months may be deemed abandoned. Upon such determination, TOKIUM reserves the right to close the account and forfeit any remaining credits, subject to applicable law.

8. Notice and Takedown Procedures

TOKIUM maintains the right to remove or disable access to any Proxy that violates these Terms, applicable law, or third-party rights. We may immediately suspend or terminate access to any Proxy without prior notice if we reasonably believe that the Proxy infringes intellectual property rights, the Provider has violated third-party terms of service, the Proxy is being used for illegal activities, or continued availability poses a risk to TOKIUM, our users, or third parties.

To report a Proxy that you believe violates these Terms or infringes your rights, please contact us at [email protected] with detailed information about the alleged violation.

9. Third-Party Payment Processing

TOKIUM uses third-party payment processors (such as Stripe) to facilitate deposits and withdrawals. Your use of these payment services is subject to the terms and conditions of the respective payment processor. TOKIUM is not responsible for any errors, delays, or issues arising from the payment processor's services, including but not limited to failed transactions, chargebacks, or disputes.

You acknowledge that payment processors may impose their own fees, limits, and restrictions. TOKIUM does not control and is not liable for any actions taken by payment processors, including account holds, freezes, or terminations.

10. Provider Tax Obligations

If you are a Provider listing Proxies on TOKIUM, you are solely responsible for determining and fulfilling all tax obligations arising from your activities on the platform, including but not limited to income tax, VAT, GST, or any other applicable taxes in your jurisdiction.

TOKIUM does not provide tax advice and makes no representations regarding the tax implications of using the Service. You agree to indemnify TOKIUM against any claims arising from your failure to comply with applicable tax laws. Where required by law, TOKIUM may withhold amounts from Provider payouts and remit such amounts to tax authorities.

11. Service Availability and No SLA

The Service is provided on an "as is" and "as available" basis. TOKIUM does not guarantee any specific level of uptime, availability, or performance. We do not offer any Service Level Agreement (SLA) and make no warranties regarding uninterrupted or error-free operation of the Service.

TOKIUM reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOKIUM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO TOKIUM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. WE ARE NOT LIABLE FOR ANY DAMAGES RESULTING FROM THE ACTIONS OR OMISSIONS OF THIRD-PARTY PROVIDERS OR THE CONTENT OF THEIR PROXIES.

13. Indemnification

You agree to indemnify, defend, and hold harmless TOKIUM, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, your violation of any third-party rights, the actions of any AI agents operating under your account, and any Proxies you list on the platform (for Providers).

14. Force Majeure

TOKIUM shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics or pandemics, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of third-party telecommunications or power supply, or cyberattacks.

15. Eligibility and Age Restrictions

The Service is intended solely for users who are at least eighteen (18) years of age, or the age of legal majority in their jurisdiction, whichever is higher. By using the Service, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any disputes arising from or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the Dubai International Financial Centre (DIFC) Courts, Dubai, United Arab Emirates. Both parties consent to the personal jurisdiction of the DIFC Courts and waive any objection to venue in such courts.

Before initiating any legal proceedings, parties agree to attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days.

17. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TOKIUM AGREE THAT ANY DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION.

You expressly waive any right to participate in a class action lawsuit or class-wide arbitration against TOKIUM. If this waiver is found to be unenforceable, then the entirety of this dispute resolution provision shall be null and void, and the dispute shall be subject to the jurisdiction specified in Section 16.

18. Modifications to Terms

TOKIUM reserves the right to modify these Terms at any time. We will notify users of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

19. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

20. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or agreements published by TOKIUM on the Service, constitute the entire agreement between you and TOKIUM regarding your use of the Service. These Terms supersede any prior agreements, communications, or understandings, whether oral or written, between you and TOKIUM relating to the subject matter hereof.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. TOKIUM's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

21. Contact Information

For questions about these Terms, please contact us at:

Bitpalm Computer Systems & Communication Equipment Software Design LLC
(operating as TOKIUM)
Dubai, United Arab Emirates
Email: [email protected]