Terms of Service

Effective November 16, 2025

These Terms of Service (“Terms”) form a legally binding agreement between Riverpe Inc. (“Riverpe,” “we,” “us,” or “our”) and the person or entity accepting these Terms (“Customer,” “you,” or “your”).

These Terms govern your access to and use of Riverpe’s website, APIs, dashboard, payment services, treasury services, virtual account services, settlement services, foreign exchange services, stablecoin services, payout services, collection services, and related products and services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1. Eligibility and Authority

You may use the Services only if:

  • You are at least 18 years old

  • You have authority to enter into these Terms

  • You are not prohibited from using the Services under applicable law

  • Neither you nor your business or affiliates are subject to sanctions or prohibited restrictions

  • All information provided to Riverpe is accurate and complete

If you are a business, you represent that your business is legally organized and in good standing. under the laws of your jurisdiction of formation.

2. The Services

Riverpe provides regulated financial services and related technology solutions that may enable you to initiate, receive, route, track, settle, convert, or reconcile payments, digital asset transactions, wallet transfers, treasury flows, payouts, collections, and related services. Riverpe may provide Services directly or through third-party financial institutions, banks, payment processors, custodians, liquidity providers, exchanges, and compliance partners (“Service Providers”).

Certain Services may be subject to additional terms or disclosures.Riverpe may modify, suspend, or discontinue any part of the Services at any time.

3. Account Registration and Security

To use the Services, you may be required to create an account and provide onboarding and compliance information. You agree to:

  • Maintain accurate account information

  • Keep credentials and API keys secure

  • Restrict account access to authorized users

  • Notify Riverpe of unauthorized access or security incidents

  • Remain responsible for activity occurring under your account Riverpe may rely on instructions submitted through your account as authorized by you.

4. Identity Verification and Compliance

You authorize Riverpe and its Service Providers to collect, verify, review, screen, and retain information about you, your business, recipients, counterparties, and transactions for compliance, fraud prevention, sanctions screening, and legal obligations.

You agree to provide requested documentation including:

  • Business formation documents

  • Beneficial ownership information

  • Identification documents

  • Tax forms

  • Source of funds information

  • Supporting transaction documentation

Riverpe may suspend or refuse Services if compliance requirements are not satisfied.

5. Authorized Use and Customer Responsibilities

You may use the Services only for lawful purposes and in accordance with these Terms. You are solely responsible for:

  • The legality and accuracy of your payment instructions

  • The underlying transactions connected to your use of the Services

  • Obtaining required consents and permissions

  • Maintaining appropriate internal controls and security procedures

  • Ensuring recipient details are accurate

  • Compliance with applicable laws and regulations

Riverpe is not responsible for losses caused by inaccurate or incomplete instructions supplied by you.

6. Prohibited Activities

You may not use the Services to:

  • Violate any law or sanctions program

  • Engage in unlawful or fraudulent activity

  • Facilitate money laundering or terrorist financing

  • Submit false or misleading information

  • Bypass transaction limits or compliance controls

  • Introduce malware or interfere with the Services

  • Reverse engineer or exploit the Services

  • Resell or sublicense the Services without authorization

Riverpe may update lists of prohibited activities or jurisdictions at any time.

7. Payment Instructions and Authorization

When you submit a transaction instruction through the Services, you authorize Riverpe and its Service Providers to act on that instruction. You represent and warrant that:

  • Each instruction is accurate and complete

  • You have authority to initiate the transaction

  • The transaction complies with applicable law

  • The transaction does not violate third-party rights

Riverpe may accept or reject any transaction request at its discretion. Once accepted or executed, transactions may be irreversible.

8. Funding, Fees, and Failed Payments

You agree to pay all applicable fees associated with the Services, including transaction fees, FX spreads, network fees, banking fees, return fees, and chargeback fees. You authorize Riverpe to recover amounts owed from linked balances or payment methods where permitted by law.

If a funding attempt fails or is reversed, you remain responsible for the full amount owed. Unless otherwise agreed in writing, fees are non-refundable.

9. Transaction Timing and Availability

Riverpe will use commercially reasonable efforts to facilitate transactions but does not guarantee:

  • That any transaction will be completed

  • Completion within a specific timeframe

  • Availability of any payment rail or Service Provider

  • Uninterrupted or error-free Services

Transaction timing may be affected by banking hours, blockchain congestion, technical outages, liquidity availability, holidays, and other factors outside Riverpe’s control.

10. Stablecoin and Blockchain Risks

To the extent Services involve digital assets or blockchain infrastructure, you acknowledge risks including:

  • Market volatility

  • Blockchain congestion or forks

  • Wallet and custody risks

  • Smart contract vulnerabilities

  • Regulatory uncertainty

  • Risks arising from third-party providers

Riverpe does not guarantee the performance or availability of any digital asset, blockchain, or third-party provider.

11. Service Providers

The Services may rely on banks, payment processors, custodians, exchanges, compliance providers, and other third-party providers. You authorize Riverpe to share your information with Service Providers as reasonably necessary to provide the Services and comply with legal obligations.

Riverpe is not responsible for the acts or omissions of Service Providers except where required by applicable law.

12. Privacy and Data Use

Riverpe may collect, use, share, transfer, and retain information as necessary to provide the Services, support operations, manage compliance and fraud risk, improve Services, and comply with law.

You represent that you have obtained all necessary rights and consents to share personal data with Riverpe.

13. Communications and Electronic Consent

You consent to receive communications electronically, including by email, dashboard notification, API response, or text message. Electronic communications satisfy legal requirements that communications be in writing.

You are responsible for keeping your contact information current.

14. Intellectual Property

Riverpe and its licensors own all rights, title, and interest in the Services and related intellectual property. Subject to these Terms, Riverpe grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for internal business purposes.

You may not use Riverpe’s trademarks or branding without prior written consent.

15. Suspension and Termination

Riverpe may suspend or terminate your access to the Services at any time if:

  • You violate these Terms

  • Suspension is necessary for compliance or security reasons

  • Required by law

  • Riverpe discontinues the relevant Service

You may stop using the Services at any time.

  1. Refunds, Errors, and Disputes

If you believe there has been an error or unauthorized activity, you must notify Riverpe promptly. Riverpe may assist in investigating disputes but does not guarantee recovery, reversal, or refunds once transactions are executed.

17. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. Riverpe DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

Riverpe DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR AVAILABLE AT ALL TIMES.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Riverpe AND ITS AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR DIGITAL ASSETS.

Riverpe’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO Riverpe DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

19. Indemnification

You agree to indemnify and hold harmless Riverpe and its affiliates from claims, losses, damages, liabilities, and expenses arising out of:

  1. Your violation of these Terms

  2. Your unlawful use of the Services

  3. Your violation of third-party rights

20. Force Majeure

Riverpe will not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, cyberattacks, banking outages, blockchain congestion, government actions, or telecommunications failures.

21. Governing Law and Arbitration

These Terms are governed by the laws of the State of Delaware. Any dispute arising from these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA). The seat of arbitration will be New York, New York. Each party waives the right to a jury trial and participation in class actions or representative proceedings.

22. Time Limit to Bring Claims

Any claim relating to these Terms or the Services must be brought within one (1) year after the claim arose.

23. Changes to the Terms

Riverpe may modify these Terms from time to time. Continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.

24. General

These Terms constitute the entire agreement between you and Riverpe regarding the Services.

If any provision is found invalid or unenforceable, the remaining provisions remain in effect.

You may not assign these Terms without Riverpe’s prior written consent.

25. Contact Information

Questions, notices, legal requests, and dispute notices relating to these Terms or the Services should be sent to:

Saki Labs, Inc.

149 New Montgomery St Fl 4 San Francisco, CA 94105 legal@riverpe.com