EFFECTIVE DATE: AUGUST 1, 2019
AGREEMENT BETWEEN USER AND TOKEN METRICS, INC AND ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY, “Token Metrics”) The Token Metrics Website is composed of various web pages operated by Token Metrics. “Token Metrics Website” shall be defined herein to include www.tokenmetrics.com and all other web pages operated or hosted exclusively by Token Metrics (“Services”). The Token Metrics Website is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of the Token Metrics Website constitutes your agreement to all such terms, conditions and notices.
LINKS TO THIRD PARTY SITES
The Token Metrics Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Token Metrics, and Token Metrics is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Token Metrics is not responsible for webcasting or any other form of transmission received from any Linked Site. Token Metrics is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Token Metrics of the site or any association with its operators.
HYPERLINKS TO THE TOKEN METRICS WEBSITE
You may create text hyperlinks to the Token Metrics Website, provided such links do not, directly or indirectly, (a) portray Token Metrics or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner; or (b) contain any adult or illegal material, or any material that is offensive, harassing or otherwise objectionable.
PASSWORDS AND ACCOUNT SECURITY
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Token Metrics for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Token Metrics immediately at firstname.lastname@example.org. You agree to not share access to the Token Metrics Website.
TERMS OF SALE
Please read these Terms of Sale carefully as they form the basis of your contract with Token Metrics. This agreement is made at the time of ordering products or services from Token Metrics and becomes legally binding upon your first payment for the products or services. By purchasing products and services from Token Metrics, you signify that you have read and accepted these Terms of Sale.
(a) Ordering and Product/Services Policies
You must be 18 years of age or over and possess the legal capacity and authority to purchase products or services from Token Metrics. You may not purchase Token Metrics products or services for any illegal or unauthorized purpose. Token Metrics reserves the right to refuse service to anyone for any reason at any time.
Token Metrics may, in its sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Token Metrics makes a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. Token Metrics reserves the right to limit or prohibit orders that, in its sole judgment, appear to be placed by dealers, resellers or distributors.
Certain products or services may be available exclusively online through the Token Metrics Website. These products or services may have limited quantities and are subject to return or exchange only according to Token Metrics' Refund Policy.
Token Metrics has made every effort to display as accurately as possible the colors and images of our products that appear on the Token Metrics Website; however, from time to time, the look of the final purchased product may differ from product images shown on the Token Metrics Website. Token Metrics does not guarantee that your computer monitor’s display of any color will be accurate.
Token Metrics reserves the right, but is not obligated, to limit the sales of its products or services to any person, geographic region or jurisdiction. Token Metrics may exercise this right on a case-by-case basis. Token Metrics reserves the right to limit the quantities of any products or services that it offers. All descriptions of products or services pricing are subject to change at any time without notice, in the sole discretion of Token Metrics.
Token Metrics reserves the right to discontinue the offering or sale of any product or service at any time. Any offer for purchase of any product or service made to Token Metrics on the Token Metrics Website is void where prohibited.
Prices for Token Metrics products and services are subject to change without notice, in the sole discretion of Token Metrics. Token Metrics is not be liable to you or any third-party for any modification, price change, suspension or discontinuance of a product or service.
(b) Payment and Credit Card Services
You agree to provide current, complete and accurate purchase and account information to Token Metrics for all purchases made at the Token Metrics Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that Token Metrics can complete your transactions and contact you as needed. You understand that your Submissions (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is encrypted during transfer over networks.
(c) Proprietary Rights
The products and services sold by Token Metrics, whether sold through the Token Metrics Website or other sales channel, contain proprietary designs which are the sole property of Token Metrics. Accordingly, any attempt to reverse engineer, or recreate by other methods, any Token Metrics product or services, is prohibited.
USE OF COMMUNICATION SERVICES
The Token Metrics Website may contain services, such as blog posting or other facilities (collectively, “Communication Services”) designed to enable you to communicate with an individual, the public at large or with a group. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. To use the Communication Services you represent and warrant that you are at least 18 years of age.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
Advertise or offer to sell or buy any goods or services for any business purpose; Conduct or forward surveys, contests, pyramid schemes or chain letters;
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
Interfere with or disrupt the integrity or performance of the Communication Services, any portion or contents thereof, or related systems or networks;
Violate any applicable laws or regulations.
Token Metrics has no obligation to monitor the Communication Services. Token Metrics cannot verify the accuracy of statements that users make or place on or through the Communication Services, and does not guarantee that any materials uploaded by users have been submitted with the permission of the copyright or proprietary owner or are otherwise in compliance with these Terms.
Always use caution when giving out any personally identifying information about yourself in any Communication Service. Token Metrics does not control or endorse the content, messages or information found in any Communication Service and, therefore, Token Metrics specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Token Metrics Website, you warrant to Token Metrics that you will not use the Token Metrics Website for any purpose that is unlawful or prohibited by these terms, conditions and notices. Specifically, You are not allowed to (directly or indirectly): (a) resell or otherwise make commercial use of the Token Metrics Website or its contents; (b) collect or use any images, descriptions, or other content included in the Token Metrics Website contents, or any portion thereof; (c) copy, imitate, distribute, publicly perform, or publicly display any Token Metrics Website contents; (d) modify or otherwise make any derivative uses of the Token Metrics Website or its contents, or any portion thereof; (e) use data mining, robots or similar data gathering or extraction methods on the Token Metrics Website; (f) perform, or release or disclose the results of, any benchmark testing or vulnerability assessments of the Token Metrics Website; (g) introduce into the Token Metrics Website any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system; (h) remove or alter any proprietary notices or labels on or in the Token Metrics Website; (i) use the Token Metrics Website to directly or indirectly develop any product or service that competes with the Token Metrics Website; (j) download (other than page caching) any portion of the Token Metrics Website or its contents or any information contained therein, except as expressly permitted on the Token Metrics Website; or (k) use the Token Metrics Website or its contents other than for their intended purpose.
You may not use the Token Metrics Website in any manner which could damage, disable, overburden, or impair the Token Metrics Website or interfere with any other party's use and enjoyment of the Token Metrics Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Token Metrics Website, including, but not limited to, data mining, robots, or similar data gathering and extraction tools.
MATERIALS PROVIDED TO TOKEN METRICS OR POSTED TO ANY TOKEN METRICS WEBSITE
Token Metrics does not claim ownership of the materials you provide to Token Metrics (including feedback and suggestions) or post, upload, input or submit to any Token Metrics Website (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Token Metrics and necessary sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; none of which will reveal your name in connection with your Submission unless you, the individual user, agree to permit such in a separate agreement with Token Metrics.
No compensation will be paid with respect to the use of your Submission, as provided herein. Token Metrics is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Token Metrics' sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
Token Metrics reserves the right, in its sole discretion, to edit, refuse to post, or to remove any information or materials, in whole or in part, or to terminate your access to the Token Metrics Website and the related services or any portion thereof at any time, without notice.
All contents of the Token Metrics Website are: Copyright 2019 by TOKEN METRICS INC and/or its suppliers. All rights reserved.
All Token Metrics trademarks are strictly owned by Token Metrics, and nothing in these terms can be construed to transfer ownership rights or grant any permission, license or other rights to any Token Metrics trademark without written authorization from Token Metrics. The names of actual companies and products mentioned within the Token Metrics Website may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
PRIVACY AND PERSONAL INFORMATION
Except as prohibited by law, you will hold Token Metrics and its officers, directors, employees and agents harmless for any indirect, punitive, special, incidental or consequential damage, however it arises (including attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence or other tortious action, or arising out of or in connection with these Terms, including without limitation any claim for personal injury or property damage, arising from (i) your use of and access to the Services; (ii) your violation of any of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Token Metrics have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.
GENERAL LEGAL TERMS
The Terms constitute the whole legal agreement between you and Token Metrics and govern your use of the Services (but excluding any services which Token Metrics may provide to you under a separate written agreement), and completely replace any prior agreements between you and Token Metrics in relation to the Services.
You acknowledge and agree that the form and nature of the Services, which Token Metrics provides, may change from time to time with or without prior notice to you.
As part of Token Metrics' continuing innovation, you acknowledge and agree that Token Metrics may stop (permanently or temporarily) providing the Services to you or to users generally at Token Metrics' sole discretion, without prior notice to you. You may stop using the Services at any time. Unless you have been specifically permitted to do so in a separate agreement with Token Metrics, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. You agree that you are solely responsible for (and that Token Metrics has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Token Metrics may suffer) of any such breach.
You acknowledge and agree that while Token Metrics may not currently have set a fixed limit on the number of transmissions you may send, receive or store/manage through the Services, such fixed limits may be set by Token Metrics at any time, at Token Metrics' discretion. You agree that if Token Metrics does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Token Metrics has the benefit of under any applicable law), this will not be taken to be a formal waiver of Token Metrics' rights and that those rights or remedies will still be available to Token Metrics.
If any disagreement or dispute arises regarding these Terms or any rights or obligations conveyed hereunder, the disagreement shall be resolved, whenever possible, by meeting and conferring. If such efforts are unsuccessful, either you or Token Metrics (collectively “Parties” or individually “Party”) shall seek a resolution via binding arbitration, to be conducted in the State of California and in accordance with the then-prevailing rules of the American Arbitration Association. Any award conferred shall be enforceable in any court of suitable jurisdiction in the State of California. The arbitration requirement does not apply to requests for injunctive relief.
The Terms, and your relationship with Token Metrics under the Terms, shall be governed by the laws of the State of Delaware, USA, without regard to conflict of laws provisions. You and Token Metrics agree to submit to the exclusive jurisdiction of the courts located within the State of Delaware to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Token Metrics shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, which will remain in full force and effect.