Version 2.0 · Effective 14 September 2026
Published at checker.finance/service-terms
These Terms and Conditions of Service are incorporated by reference into each Checker Network Access Order Form and Service Agreement (the “Agreement”). They apply to every customer of Checker regardless of any modules selected.
1. Services and Support
1.1 Subject to the terms of the Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel, credentials including passwords it reasonably deems inappropriate or that pose a security risk.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in the agreement and Exhibit B.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party (except as expressly permitted under Section 2.7); or remove any proprietary notices or labels.
2.2 Customer will not export or re-export the Services, the Software, or any direct product thereof, in violation of any export control or sanctions laws or regulations of the United States Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control, or any other applicable U.S. or foreign authority.
2.3 U.S. Government End Users. As defined in FAR § 2.101, the Software and documentation are “commercial items” and, under DFAR § 252.227-7014(a)(1) and (5), are “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR § 227.7202 and FAR § 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or documentation by the U.S. Government will be governed solely by the terms of the agreement. This Section 2.3 applies only to the extent Customer, or any end user is, or is acting on behalf of, the U.S. Government.
2.4 Customer represents, covenants, and warrants that it will use the Services only in compliance with the Agreement and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may suspend any use of the Services it reasonably believes violates the foregoing, subject to Section 5. Customer’s indemnification obligations relating to this Section are set forth in Section 7.2.
2.5 Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, and web servers (collectively, “Equipment”), and for maintaining the security of the Equipment, Customer’s account, passwords, and files, and for all use of Customer’s account or Equipment, with or without Customer’s knowledge or consent, except to the extent arising from Company’s breach of the agreement.
2.6 When Customer uses the Services to access third-party services through a third-party service provider (each a “Third Party Service Provider”), Customer shall only connect to such third-party services through the Services, unless otherwise agreed in writing by Company and Customer. Such Third-Party Service Providers may include network participants functioning as liquidity providers, custodians, market data providers, financing and lending providers, banking and wallet service providers, and financial technology and software providers that Customer uses the Services as evidenced by selection of a module.
2.7 Customer may, from time to time, provide services to other network participants and collect fees from such participants for services rendered. the agreement continues to apply in such circumstances, except that Customer will additionally pay Company the Network Access Fee described in Exhibit C for any such use of the Services.
2.8 Customer represents and warrants on an ongoing basis that it (a) holds all licenses, registrations, and regulatory approvals required to conduct its business and to use the Services as contemplated by the agreement, including, if applicable, any money transmission, virtual currency, or similar license; (b) complies, and will continue to comply, with all applicable anti-money laundering, counter-terrorist financing, and economic sanctions laws, including those administered by OFAC; and (c) to the extent it provides services to other network participants under Section 2.7, performs commercially reasonable due diligence and know-your-customer procedures with respect to such participants.
3. Confidentiality and Proprietary Rights; Data Use and Sharing
3.1 Either Party has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information”) and each Party acknowledges that either Party may receive Proprietary Information (the “Receiving Party”) or disclose Proprietary Information (the “Disclosing Party”). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Customer includes non-public data Customer provides to Company to enable the Services (“Customer Data”). The Receiving Party agrees to (i) take reasonable precautions to protect the Disclosing Party’s Proprietary Information, at least as protective as those it uses for its own similarly sensitive information, and (ii) not use such Proprietary Information except to perform its obligations or exercise its rights under the agreement, or (iii) disclose it to any third party. These obligations do not apply to information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, (b) was in its possession or known to it without confidentiality restriction prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of the Disclosing Party’s Proprietary Information, or (e) is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation in seeking protective treatment. These confidentiality obligations survive for five (5) years after disclosure, except that Proprietary Information constituting a trade secret under applicable law will be protected for as long as it remains a trade secret.
3.2 Company owns and retains all right, title, and interest in and to (a) the Services and Software and all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with the Implementation Services or support, and (c) all intellectual property rights related to the foregoing. No rights or licenses are granted except as expressly set forth in the agreement.
3.3 Company may collect and analyze data and information relating to the provision, use, and performance of the Services and related systems (including information concerning Customer Data and data derived therefrom), and may, during and after the Term, (i) use such information to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such information solely in aggregate or other de-identified form that does not identify Customer or any individual. Company will as necessary implement reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as further described in Section 9 (Data Protection).
3.4 Company may provide any onboarding or other documentation or data it receives from Customer to any Third-Party Service Provider that Customer has engaged as evidenced by selection of a module (each a “Selected Third-Party Service Provider”).
3.5 Customer agrees to permit any Selected Third-Party Service Provider to grant API access directly to Company in connection with any third-party service that Customer is using as evidenced by selection of a module.
4. Payment of Fees
4.1 Customer will pay Company the fees described in the Order Form and applicable Exhibits, including the Service Fees, the Implementation Fee, the Data Aggregation Fee, and, if applicable, the Network Access Fees (collectively, the “Fees”), in accordance with the terms herein. If Customer’s use of the Services exceeds any capacity set forth in the Order Form, or otherwise requires payment of additional fees under the agreement, Customer will be billed for, and agrees to pay, such additional fees. Company may change the Fees, or institute new fees, effective as of the start of a renewal Term, upon at least thirty (30) days’ prior written notice before the end of the then-current Term (which notice may be sent by email), so that Customer has a reasonable opportunity to evaluate the change before the non-renewal deadline in Section 5.1. If Customer believes Company has billed it incorrectly, Customer must contact Company’s customer support department no later than sixty (60) days after the date of the first invoice in which the error appeared, in order to receive an adjustment or credit.
4.2 Company may bill via invoice, in which case full payment is due within seven (7) days after the date of the invoice. At Company’s option, Company may require that Fees be paid by stablecoin transfer to a Company-designated wallet or by bank transfer (including ACH or wire). For stablecoin payments, the U.S. dollar value of the payment will be determined by the stablecoin’s stated USD peg at the time of transfer; Customer is responsible for any shortfall resulting from de-pegging, network fees, or transfer delays, and payment is deemed received upon Company’s confirmed receipt of the payment. Any amount not paid when due will accrue a late charge of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, plus reasonable costs of collection, without limiting Company’s rights under Section 5.2. Customer is responsible for all taxes associated with its use of the Services, other than taxes based on Company’s net income.
5. Term and Termination
5.1 The agreement begins on the Effective Date and continues for the Initial Service Term specified in the Order Form, after which it automatically renews for successive Renewal Terms of 12 months each (together, the “Term”), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Term.
5.2 Either party may terminate the agreement on written notice if the other party materially breaches the agreement and does not cure such breach within thirty (30) days after written notice describing the breach (or, in the case of Customer’s failure to pay any amount when due, within ten (10) days after written notice from Company to Customer, which may be by email). Company may suspend Customer’s access to the Services during any uncured payment default upon five (5) days’ prior written notice, without waiving its right to subsequently terminate under this Section 5.2. Either party may also terminate the agreement (i) immediately upon written notice if the other party becomes insolvent or makes an assignment for the benefit of creditors, or (ii) if the other party becomes the subject of a bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days.
5.3 Upon termination, Customer will pay in full for Services provided through the last day Services were provided. Sections of the agreement that by their nature should survive termination will survive, including accrued payment obligations, Sections 3 (Confidentiality and Proprietary Rights), 6 (Warranty and Disclaimer), 7 (Indemnification), 8 (Limitation of Liability), 9 (Data Protection), and 12–13 (Governing Law; Miscellaneous).
6. Warranty and Disclaimer
Company will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions; and will perform the Implementation Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance, for emergency maintenance, or because of causes beyond Company’s reasonable control (see Section 11, Force Majeure), but Company will use reasonable efforts to give advance email notice of any scheduled disruption. The service credits described in Exhibit B are Customer’s sole and exclusive remedy for any failure to meet the service levels described there. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS,” AND COMPANY DOES NOT WARRANT (i) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR (II) AS TO ANY SPECIFIC RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Indemnification
7.1 Indemnification by Company. Company will defend Customer against any third-party claim alleging that the Services infringe a United States patent, copyright, or misappropriate a trade secret, and will indemnify Customer against damages finally awarded (or amounts agreed in settlement by Company), provided Customer promptly notifies Company in writing, gives Company sole control of the defense and settlement (Company will not enter into any settlement that admits fault by or imposes obligations on Customer without Customer’s written consent), and provides reasonable cooperation. This obligation does not apply to claims arising from (i) components not supplied by Company, (ii) modifications made by Customer or at Customer’s direction, (iii) use of the Services in combination with other products where the alleged infringement arises from such combination, (iv) use after Company notifies Customer of available modifications that would have avoided the claim, or (v) use not strictly in accordance with the agreement. If the Services are held by a court of competent jurisdiction, or Company believes them likely to be held, infringing, Company may, at its option and expense, (a) modify or replace the Services with non-infringing functionality of substantially similar features, (b) procure a license for Customer to continue use, or (c) if neither is commercially practicable, terminate the agreement and refund Customer’s prepaid, unused Fees.
7.2 Indemnification by Customer. Customer will defend Company against any third-party claim, and indemnify Company against damages finally awarded (or amounts agreed in settlement), arising from (a) Customer’s breach of Section 2 (Restrictions and Responsibilities), including Section 2.8, (b) Customer’s violation of applicable law in connection with its use of the Services, or (c) Customer’s gross negligence, willful misconduct, or fraud, provided Company promptly notifies Customer in writing, gives Customer sole control of the defense and settlement (Customer will not enter into any settlement that admits fault by or imposes obligations on Company without Company’s written consent), and provides reasonable cooperation.
8. Limitation of Liability
8.1 Except for the Excluded Claims described in Section 8.2, in no event will either party’s aggregate liability arising out of or relating to the agreement, under any theory of liability (contract, negligence, strict liability, or otherwise), exceed the Fees paid or payable by Customer to Company in the twelve (12) months preceding the event giving rise to the claim. Except for the Excluded Claims, neither party will be liable for any indirect, incidental, special, exemplary, or consequential damages, or for loss of business, revenue, or data, even if advised of the possibility of such damages.
8.2 Excluded Claims. The limitations in Section 8.1 do not apply to: (a) a party’s indemnification obligations under Section 7 arising from fraud, willful misconduct, or violation of financial services, anti-money laundering, or sanctions laws, which are uncapped; (b) a breach of the confidentiality obligations in Section 3, for which aggregate liability will not exceed two (2) times the Fees paid or payable in the preceding twelve (12) months; (c) bodily injury or death caused by a party’s negligence, which is uncapped; and (d) Customer’s payment obligations under Section 4, which are uncapped.
9. Data Protection
Each party will comply with applicable data protection and privacy laws relevant to its handling of Customer Data and any personal information processed in connection with the agreement. Customer represents that it has all rights and consents necessary to provide Customer Data, if any, to Company for the purposes contemplated by the agreement. Company will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of any Customer Data, consistent with Section 3.3, and will notify Customer without undue delay after becoming aware of any unauthorized access to Customer Data that compromises its confidentiality or integrity.
10. Publicity
Company may identify Customer as a customer of Company, including in customer lists and general marketing materials, and may use Customer’s name and logo for that purpose in a manner consistent with Customer’s standard trademark usage guidelines, if Customer provides them. Any joint press release, case study, public reference, or other promotional activity beyond the foregoing will occur only if both parties agree in writing, and neither party is obligated to participate in any such activity.
11. Force Majeure
Neither party will be liable for, or be considered in breach of the agreement due to, any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, riot, labor dispute, governmental action, internet or telecommunications failure, failure of a Third-Party Service Provider, or outage of an underlying blockchain network (each, a “Force Majeure Event”), provided the affected party uses commercially reasonable efforts to mitigate the impact and resume performance.
12. Restricted Countries and Sectors
The following global restrictions apply to all Services regardless of module. Additional restrictions may apply to particular Services and, where they do, are set out in the applicable module of the Agreement.
12.1 Prohibited Geography
Customer will not use the Services in connection with, or to send funds to or receive funds from, any individual, entity, or jurisdiction subject to comprehensive sanctions administered by OFAC, the United Nations, the European Union, or the United Kingdom. As of the effective date of this version, comprehensively restricted jurisdictions include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. This list follows the applicable sanctions regimes and is updated as those regimes change; Customer remains responsible for compliance with the sanctions programs themselves, which govern in case of any discrepancy.
12.2 Prohibited Activity
Customer will not use the Services in connection with the following activities: weapons, firearms, ammunition, and explosives; illegal drugs, controlled substances, and related paraphernalia; child sexual abuse material or human trafficking; counterfeit goods or intellectual-property infringement; unlicensed gambling or lotteries; shell banks and nested payment arrangements; and Ponzi, pyramid, or multi-level marketing schemes.
13. Governing Law
The agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws provisions.
14. Miscellaneous
14.1 If any provision of the agreement is found unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement otherwise remains in full force and effect.
14.2 Customer may not assign, transfer, or sublicense the agreement without Company’s prior written consent, except that Customer may assign the agreement without consent to a successor in connection with a merger, acquisition, change of control, or sale of substantially all of its assets, provided the assignee assumes all obligations under the agreement and Customer provides Company prompt written notice of the assignment. Company may assign or transfer the agreement without consent in connection with a merger, acquisition, change of control, or sale of substantially all of its assets, or to an affiliate.
14.3 The agreement, including the Order Form and Exhibits, is the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior written and oral agreements relating to its subject matter. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. the agreement does not create any agency, partnership, joint venture, or employment relationship, and Customer has no authority to bind Company.
14.4 In any action to enforce rights under the agreement, the prevailing party is entitled to recover its reasonable costs and attorneys’ fees.
14.5 All notices under the agreement must be in writing and will be deemed given: when received, if personally delivered; when receipt is electronically confirmed, if sent by email; the day after sending, if sent by recognized overnight courier; or upon receipt, if sent by certified or registered mail, return receipt requested.
Version History
Version 2.0 — effective 14 September 2026 — revised terms; supersedes Version 1.0.
Version 1.0 — effective 1 July 2026 — initial publication. Prior versions, once superseded, remain available at checker.finance/service-terms/[version].
