Terms of Service
Important Notice
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE.
TOYOW TECHNOLOGIES (BVI) LIMITED ("TECHNOLOGY PROVIDER") IS A TECHNOLOGY INFRASTRUCTURE AND MARKETPLACE FACILITATOR ONLY. THE TECHNOLOGY PROVIDER DOES NOT ISSUE, OFFER, OR SELL ANY TOKENIZED ASSETS, SECURITIES OR INVESTMENT PRODUCTS. THE TECHNOLOGY PROVIDER DOES NOT ACT AS A CUSTODIAN, EXCHANGE, BROKER-DEALER, INVESTMENT ADVISER, OR FINANCIAL INSTITUTION.
THE PLATFORM CURRENTLY PROVIDES FUNCTIONALITY ONLY FOR THE PRIMARY MARKETPLACE. THE PLATFORM DOES NOT CURRENTLY FACILITATE OR PROVIDE FUNCTIONALITY FOR SECONDARY TRANSACTIONS BETWEEN TOKEN OWNERS. ANY FUNCTIONALITY RELATING TO SECONDARY TRANSACTIONS MAY BE INTRODUCED BY THE PLATFORM IN THE FUTURE, SUBJECT TO OBTAINING ALL REQUISITE APPROVALS, LICENCES, REGISTRATIONS, AND PERMISSIONS UNDER APPLICABLE LAW.
THE PLATFORM INVOLVES SIGNIFICANT RISKS INCLUDING LOSS OF CAPITAL, TECHNOLOGICAL RISKS, REGULATORY UNCERTAINTY, AND MARKET VOLATILITY. YOU SHOULD NOT USE THE PLATFORM UNLESS YOU UNDERSTAND AND CAN AFFORD THESE RISKS.
THESE TERMS REQUIRE MOST DISPUTES TO BE RESOLVED BY BINDING ARBITRATION IN THE BRITISH VIRGIN ISLANDS AND LIMIT THE ABILITY TO BRING CLAIMS ON A COLLECTIVE OR REPRESENTATIVE BASIS.
1.DEFINITIONS AND INTERPRETATION
1.1Definitions
In these Terms, unless the context otherwise requires:
- "Account" means the registered user account created by a User to access and use the Platform.
- "AML/KYC" means anti-money laundering and know-your-customer procedures, policies, and regulations.
- "Asset Owner" means a User who lists, offers, issues, or otherwise makes available Tokenized Assets through the Platform.
- "Blockchain" means distributed ledger technology, including without limitation Base or any other blockchain network supported by the Platform.
- "Business Day" means a day (other than Saturday or Sunday) on which banks are open for general business in the British Virgin Islands.
- "Confidential Information" means all non-public information disclosed by one party to another in connection with these Terms.
- "Content" means all information, data, text, software, music, sound, images, graphics, video, messages, tags, or other materials accessible through the Platform.
- "Crypto Assets" or "Cryptocurrency" means digital assets based on cryptographic protocols of a Blockchain network, including but not limited to Bitcoin (BTC), stablecoins, and other digital tokens.
- "Digital Wallet" means software, hardware, or service used to store private keys and interact with Blockchains to send, receive, and manage Crypto Assets.
- "Fiat Currency" means government-issued currency including but not limited to United States Dollars (USD), Euros (EUR), and other national currencies.
- "Force Majeure Event" has the meaning set out in Section 21.
- "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in get-up, goodwill, rights to sue for passing off, rights in designs, database rights, rights to use and protect confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- "Listing" means the publication and display of information about Tokenized Assets by an Asset Owner on the Platform for the purpose of facilitating transactions with Token Owners.
- "Platform" means the Toyow Marketplace including the Technology Provider's technology infrastructure and related services made available to Users from time to time, including without limitation: (a) the website(s) www.toyow.com, mobile application(s), and other online products or services; (b) software, APIs, SDKs, and user interfaces; (c) tools for creating, hosting, displaying, and distributing Listings and other Content; (d) interfaces that allow Users to connect Digital Wallets and interact with Smart Contracts and Blockchain networks; and (e) integrations with third-party service providers (including payment processors and identity verification providers). For the avoidance of doubt, the Platform is provided only as a technological marketplace and facilitation layer and does not constitute (and is not intended to constitute) any custodial, exchange, broker-dealer, investment advisory, payment institution, money services, settlement, clearing, or other regulated financial service by the Technology Provider.
- "Privacy Policy" means the Technology Provider's privacy policy as available on the Platform, as may be amended from time to time.
- "Restricted Jurisdictions" means (a) the jurisdictions listed in Section 3.2; (b) any jurisdiction that the Technology Provider designates, in its sole discretion, as restricted or unavailable for access to the Platform for legal, regulatory, compliance, commercial, or risk management reasons; and (c) any jurisdiction where a User's access to or use of the Platform would violate applicable law.
- "Restricted Person" means any person or entity that is, or is owned or controlled by persons or entities that are: (a) the subject of any sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties (including but not limited to lists maintained by the United Nations Security Council, the U.S. Government including OFAC, the European Union or its Member States, or the United Kingdom); or (b) located, organized, or resident in a country or territory that is the subject of country-wide or territory-wide sanctions.
- "Smart Contract" means self-executing code deployed on a Blockchain that automatically implements the terms of an agreement.
- "Technology Provider" means Toyow Technologies (BVI) Limited, a company incorporated and registered in the British Virgin Islands, whose registered office is at Suite 5, Oleander Building, Port Purcell, British Virgin Islands.
- "Terms" means these Terms of Service, including all schedules and documents incorporated by reference, as may be amended from time to time.
- "Token Owner" means a User who purchases, acquires, or otherwise obtains Tokenized Assets through the Platform.
- "Tokenized Asset" means a digital representation of an asset, right, or interest recorded on a Blockchain and listed on the Platform by an Asset Owner. Tokenized Assets may represent various asset classes including but not limited to real estate, commodities, music, films, or other tangible or intangible assets or may also represent a right to contractual economic returns from the Asset Owner.
- "Transaction" means any purchase, sale, transfer, or exchange of Tokenized Assets facilitated through the Platform.
- "User", "you", or "your" means any person or entity who accesses or uses the Platform, including Asset Owners and Token Owners.
- "TTN" means the token issued by TTN Technologies Limited that provides access benefits, discounts, and features on the Platform as described in Section 8, but does not represent equity, debt, or any ownership interest in the Technology Provider or TTN Technologies Limited.
1.2Interpretation
- 1.2.1 These Terms shall not be construed against either party as the drafter.
- 1.2.2 Section headings are for convenience only and do not affect the interpretation or construction of these Terms.
- 1.2.3Words such as "herein," "hereof," and "hereunder" refer to these Terms as a whole and not to any particular section.
- 1.2.4 Examples are illustrative only and not limiting.
- 1.2.5 References to Sections and sub-sections are to sections and subsections of these Terms.
- 1.2.6 Words in the singular include the plural and vice versa.
- 1.2.7References to a "person" include any individual, company, corporation, firm, partnership, joint venture, association, trust, unincorporated organization, government, or governmental authority.
- 1.2.8 References to any statute or statutory provision include any subordinate legislation made under it and include that provision as amended, re-enacted, or replaced from time to time.
- 1.2.9The words "including" and "include" shall mean "including without limitation".
2.ACCEPTANCE OF TERMS
2.1Binding Agreement.
2.1.1 These Terms constitute a legally binding agreement between you and the Technology Provider governing your access to and use of the Platform.
2.1.2 By accessing, browsing, or using the Platform in any manner, including but not limited to creating an Account, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Policy.
2.1.3 If you do not agree to these Terms in their entirety, you must not access or use the Platform.
2.2Additional Terms.
2.2.1 Certain features or services on the Platform may be subject to additional terms and conditions presented to you at the time of use. Such additional terms are incorporated into these Terms by reference.
2.2.2 In the event of any conflict between these Terms and additional terms, the additional terms shall prevail with respect to the specific feature or service to which they apply.
2.3Modifications.
2.3.1 The Technology Provider reserves the right to modify these Terms at any time in accordance with Section 22.
2.3.2 Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of the modified Terms.
2.4Capacity and Authority.
2.4.1 If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
2.4.2In such case, "you" and "your" refer to such entity.
3.ELIGIBILITY AND RESTRICTED JURISDICTIONS
3.1General Eligibility Requirements.
3.1.1 You must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction, whichever is greater) to use the Platform.
3.1.2 You must have the legal capacity to enter into binding contracts under applicable law.
3.1.3 You must not be a Restricted Person.
3.1.4 Your use of the Platform must not violate any applicable law or regulation in your jurisdiction of residence or citizenship.
3.2Restricted Jurisdictions.
3.2.1The Platform is NOT available to residents, citizens, or persons located in including but not limited to the following jurisdictions: Ukraine, Cuba, North Korea/DPRK, Iran, Myanmar, Afghanistan, Belarus, Bosnia & Herzegovina, Central African Republic, Democratic Republic of Congo, Guinea, Guinea-Bissau, Haiti, Iraq, Lebanon, Libya, Mali, Nicaragua, Russia, Somalia, South Sudan, Syria, Venezuela, Yemen, Zimbabwe, United States of America, United Arab Emirates, and in any other jurisdiction where the use of the Platform would be illegal, prohibited, or require licensing or registration that the Technology Provider has not obtained.
3.2.2 The Technology Provider reserves the right to modify the list of Restricted Jurisdictions at any time without notice.
3.2.3 You must not use any virtual private network (VPN), proxy service, or other method to circumvent geographic restrictions.
3.3Risk-Based Access Restrictions.
3.3.1 The Technology Provider may, in its sole discretion, restrict access from additional jurisdictions based on regulatory developments, risk assessments, or business considerations.
3.3.2 Users from certain jurisdictions may be subject to additional verification requirements or restrictions on Platform functionality.
3.4User Representations Regarding Eligibility.
3.4.1 By accessing the Platform, you represent and warrant that:
- (a) You meet all eligibility requirements set forth in this Section 3;
- (b) You are not located in, incorporated in, organized in, or are a resident of a Restricted Jurisdiction;
- (c) You are not a Restricted Person;
- (d) You will comply with all applicable laws and regulations in your use of the Platform;
- (e) You have consulted with legal, financial, and tax advisors to the extent you deem necessary before using the Platform.
3.4.2 You acknowledge that the Technology Provider relies on these representations and may suffer harm if they are false or misleading, in which case you shall be solely responsible for harm arising from usage of the Platform which are not in accordance with the Terms of Service.
3.5Monitoring and Enforcement.
3.5.1 The Technology Provider reserves the right to implement technological measures to verify User location and compliance with this Section 3.
3.5.2 The Technology Provider may immediately suspend or terminate any Account if it determines, in its sole discretion, that a User does not meet the eligibility requirements or is using the Platform from a Restricted Jurisdiction.
4.NATURE OF THE PLATFORM AND ROLE OF THE TECHNOLOGY PROVIDER
4.1Technology Infrastructure Only.
4.1.1 The Platform is a technology infrastructure and marketplace that facilitates the listing, discovery, and transactions of Tokenized Assets between Asset Owners and Token Owners.
4.1.2 The Technology Provider operates exclusively as a technology facilitator and does not:
- (a) Issue, create, offer, sell, or underwrite any Tokenized Assets or securities;
- (b) Act as a custodian, trustee, or holder of User funds or Tokenized Assets;
- (c) Operate as an exchange, trading venue, alternative trading system, broker-dealer, or financial institution;
- (d) Provide investment advice, financial advice, legal advice, tax advice, or any form of professional advisory services;
- (e) Guarantee or promise any returns, liquidity, secondary markets, or exit opportunities; or
- (f) Take any ownership interest in Tokenized Assets listed on the Platform.
4.2Direct Peer-to-Peer Transactions.
4.2.1 All transactions pertaining to the Tokenized Assets on the Platform occur directly between Asset Owners and Token Owners. The Technology Provider is not a party to any such transaction.
4.2.2 The Technology Provider may make reasonable attempt but does not control, verify, or guarantee:
- (a) The identity, legitimacy, or qualifications of Users;
- (b) The accuracy, completeness, or legality of listings or Tokenized Assets;
- (c) The enforceability of any rights or interests represented by Tokenized Assets;
- (d) The value, quality, or authenticity of underlying assets;
- (e) The compliance of Asset Owners with applicable securities, financial services, or other regulations;
- (f) The performance, delivery, or settlement of any transaction.
4.3No Market Making or Liquidity Provision.
4.3.1 The Technology Provider does not act as a market maker, liquidity provider, or maintain any inventory of Tokenized Assets.
4.3.2 The availability of buyers or sellers for Tokenized Assets is determined solely by User activity and market forces. The Technology Provider makes no representations regarding liquidity or the ability to buy or sell Tokenized Assets.
4.4No Investment Recommendations.
4.4.1 No Content on the Platform, including descriptions of Tokenized Assets, should be construed as investment, financial, legal, tax, or professional advice.
4.4.2 All investment decisions are made solely by Users at their own risk. Users are solely responsible for conducting their own due diligence and investigation before engaging in any Transaction.
4.5Independent Verification Required.
4.5.1 Users are solely responsible for:
- (a) Verifying the accuracy of all information provided by other Users;
- (b) Assessing the suitability, legality, and regulatory compliance of Tokenized Assets in their jurisdiction;
- (c) Understanding the terms, conditions, and risks associated with Tokenized Assets;
- (d) Obtaining independent professional advice as necessary.
4.5.2 The Technology Provider makes no independent verification of information provided by Asset Owners.
4.6Third-Party Asset Issuers.
4.6.1 Tokenized Assets are issued by third-party Asset Owners who are solely responsible for:
- (a) The creation, issuance, and compliance of Tokenized Assets;
- (b) The underlying assets, rights, or interests represented by Tokens;
- (c) Compliance with securities laws, financial services regulations, and other applicable laws;
- (d) Disclosure obligations to Token Owners;
- (e) Corporate governance, management, and operational matters;
- (f) Any distributions, dividends, returns, or benefits to Token Owners.
4.6.2 The Technology Provider is not responsible for any acts, omissions, or obligations of Asset Owners.
4.7Platform Functionality.
4.7.1 The Platform provides technology services including but not limited to:
- (a) Hosting and displaying listings pertaining to Tokenized Assets;
- (b) Facilitating User Account creation and authentication;
- (c) Processing payments through integrated payment processors, as applicable;
- (d) Providing interfaces to interact with Smart Contracts; and
- (e) Implementing AML/KYC procedures through integrated third party partners, as applicable.
4.7.2 These technology services do not constitute financial services, investment services, or regulated activities.
4.8Non-Custody Architecture.
The Platform operates on a non-custodial technology architecture. At no time does the Technology Provider hold, control, or have access to Users' private keys or Tokenized Assets. All digital asset custody is performed by independent third-party wallet providers acting under their own legal and regulatory frameworks. The Technology Provider does not have the ability to unilaterally transfer, access, freeze, or recover Users' digital assets.
4.9No Exchange or Brokerage Services.
The Platform does not operate as a virtual asset exchange, brokerage, or dealing service. The Technology Provider does not match orders, execute trades on behalf of Users, or act as a counterparty to any Transaction. The Platform provides technical infrastructure enabling Users to interact directly with Asset Owner-controlled Smart Contracts.
5.USER ACCOUNTS AND VERIFICATION
5.1Account Registration.
5.1.1 To access certain features of the Platform, you must create an Account by providing accurate, current, and complete information as required by the registration process. Account access is authenticated through a registered mobile number and/or any additional credentials required by the Platform from time to time.
5.1.2Following Account creation, you must complete identity verification by selecting the applicable KYC or KYB process through the Technology Provider's designated third-party verification service provider or any other methods (as applicable). Verification requirements differ depending on whether the Account is registered as an individual or business entity.
5.1.3 You agree to maintain and promptly update your Account information to keep it accurate, current, and complete.
5.1.4 You are responsible for maintaining the confidentiality of your Account credentials, including usernames, passwords, and private keys.
5.2Identity Verification (KYC, KYB).
5.2.1 The Technology Provider implements risk-based AML/KYC/KYB procedures in compliance with applicable laws and international standards and may conduct identity verification through third-party service providers, including automated and manual verification processes. These verifications may also include sanctions screening. In addition to the KYC requirements and procedures applicable to the Technology Provider, the Technology Provider will also implement KYC requirements specified by the relevant Asset Owner or Token Issuer. In such a scenario, the Technology Provider shall work with its third-party KYC service provider to facilitate the implementation of such requirements to the extent reasonably practicable and supported by the capabilities of the relevant KYC service provider.
5.2.2 Individual Accounts: Users registering as individuals must complete identity verification by submitting the below. Please note that this list is indicative and not exhaustive, and that the actual process is available on the Platform.
- (a) Proof of Identity (POI) and Proof of Address (POA), which must be separate documents;
- (b) Acceptable POI documents include government-issued photo identification such as a passport, national identity card, or driving license;
- (c) Acceptable POA documents include a government-issued address document or utility bill displaying the User's full residential address; and
- (d) A selfie as required by the verification provider.
5.2.3 Business or Corporate Accounts: Users registering as business entities must complete verification of:
- (a) An authorized signatory, who must complete individual KYC verification;
- (b) Entity information, including legal name, jurisdiction of registration, and legal entity type; and
- (c) Corporate documentation as required by the Technology Provider, which may include incorporation documents, constitutional documents, proof of business address, director identification, bank account information, board authorization, and identification of beneficial owners meeting applicable ownership thresholds.
5.2.4 The Technology Provider may reject, suspend, or require re-submission of verification materials if documents are incomplete, inaccurate, previously used on another Account, or fail automated or manual checks.
5.2.5 The Technology Provider may impose limits on the number and frequency of verification attempts, temporarily delay further attempts after repeated failures, or block verification pending manual review. The Technology Provider reserves the right to reject any Account application or suspend any Account pending completion of verification procedures.
5.2.6 Certain features, Transaction types, or Transaction limits may require enhanced verification.
5.3Account Security.
5.3.1 You are solely responsible for all activities that occur under your Account.
5.3.2 You must immediately notify the Technology Provider of any unauthorized use of your Account or any other breach of security.
5.3.3 The Technology Provider may implement automated and manual monitoring systems to detect duplicate identity documents, suspicious verification activity, or attempted circumvention of verification controls.
5.3.4 If verification is unsuccessful, under manual review, or blocked due to repeated failed attempts, access to certain Platform features may be restricted until verification is resolved.
5.3.5 The Technology Provider is not liable for any loss or damage arising from unauthorized use of your Account where you have failed to maintain adequate security measures.
5.3.6 You must not share your Account credentials with any third party or allow any third party to access your Account.
5.4Digital Wallets.
5.4.1 The User must connect a compatible Digital Wallet to make purchases using Crypto Assets on the Platform.
5.4.2 You are solely responsible for:
- (a) The security and backup of your Digital Wallet private keys;
- (b) All Transactions initiated from your Digital Wallet;
- (c) The compatibility and functionality of your chosen Digital Wallet;
- (d) Any fees charged by Digital Wallet providers.
5.4.3 The Technology Provider does not have access to, control over, or custody of your Digital Wallet or private keys.
5.4.4 Loss of access to your Digital Wallet or private keys may result in permanent loss of Tokenized Assets. The Technology Provider has no ability to recover or restore lost private keys.
5.5Account Suspension and Termination.
5.5.1 The Technology Provider may suspend or terminate your Account immediately and without notice if:
- (a) You breach any provision of these Terms;
- (b) You provide false, inaccurate, or misleading information;
- (c) You fail to complete required verification procedures;
- (d) Your Account activity indicates potential fraud, money laundering, or other illegal activity;
- (e) You are or become a Restricted Person;
- (f) Required by law or legal process;
- (g) The Technology Provider determines, in its sole discretion, that continued access poses a risk to the Platform or other Users.
5.5.2 You may terminate your Account at any time by following the account closure procedures on the Platform, subject to completion of any pending Transactions.
5.5.3 Termination does not relieve you of obligations incurred prior to termination.
6.TOKENIZED ASSET LISTINGS BY ASSET OWNERS
6.1Listing Authority and Responsibility.
6.1.1 Asset Owners are solely responsible for all Listings published on the Platform, including the accuracy, completeness, and legality of all information provided.
6.1.2 By creating a Listing, Asset Owners represent and warrant that:
- (a) They have full legal authority to offer and sell the Tokenized Assets;
- (b) All information in the Listing is accurate, truthful, and not misleading;
- (c) The Tokenized Assets do not infringe any third-party Intellectual Property Rights or other rights;
- (d) The Tokenized Assets comply with all applicable laws, including securities laws, in all relevant jurisdictions;
- (e) They have obtained all necessary licenses, registrations, approvals, and authorizations;
- (f) The underlying assets exist and are free from liens, encumbrances, or conflicting claims (unless disclosed);
- (g) They will fulfill all obligations to Token Owners arising from the Tokenized Assets.
6.2Listing Requirements.
6.2.1Each listing ("Listing") may include a clear description of the Tokenized Asset and underlying asset or right, material terms and conditions governing the Tokenized Asset, the risks specific to the Tokenized Asset, information about any ongoing obligations, distributions, or rights, and any other relevant Information.
6.3Compliance Obligations.
6.3.1 Asset Owners are solely responsible for:
- (a) Determining the regulatory classification of Tokenized Assets in all relevant jurisdictions;
- (b) Complying with securities laws, including registration or exemption requirements;
- (c) Complying with prospectus, disclosure, and offering document requirements;
- (d) Implementing investor eligibility and suitability requirements;
- (e) Filing all required regulatory notices, forms, and reports;
- (f) Paying all fees, taxes, and charges related to issuance and ongoing compliance;
- (g) Maintaining proper corporate governance and record-keeping;
- (h) Providing ongoing disclosure and updates to Token Owners.
6.3.2 The Technology Provider does not provide legal, regulatory, or compliance advice to Asset Owners.
6.4Removal Rights.
6.4.1 The Technology Provider may, in its sole discretion and without notice:
- (a) Remove or suspend any Listing;
- (b) Request additional information or modifications to a Listing; or
- (c) Limit visibility or accessibility of Listings to certain User segments.
6.4.2 Removal or suspension of a Listing does not constitute an admission by the Technology Provider of any liability or wrongdoing.
6.5Smart Contract Deployment.
6.5.1 Where Tokenized Assets are implemented through Smart Contracts, Asset Owners are responsible for:
- (a) Proper design, coding, and testing of Smart Contracts;
- (b) Security audits of Smart Contracts;
- (c) Accuracy of Smart Contract parameters and functionality;
- (d) Ongoing monitoring and maintenance;
- (e) Bug fixes and vulnerability remediation.
6.5.2 The Technology Provider may provide templates or interfaces for Smart Contract deployment but makes no warranties regarding functionality, security, or fitness for purpose.
6.6Smart Contract and Custody Framework.
6.6.1 Tokenized Assets listed on the Platform may be created and administered through Asset Owner-controlled Smart Contracts deployed on supported blockchain networks.
6.6.2 Each Smart Contract associated with a Tokenized Asset is owned and operated by the applicable Asset Owner, who bears sole responsibility for its configuration, maintenance, and compliance.
6.6.3 Upon issuance, Tokenized Assets are minted within the Smart Contract and delivered to a User wallet maintained under the custody of an authorized third-party wallet provider integrated with the Platform.
6.6.4 Tokenized Assets are designed for restricted circulation within the Platform and may not be transferred to external wallets or third-party marketplaces unless expressly supported by Platform functionality and permitted by applicable law.
7.PURCHASE BY TOKEN OWNERS
7.1Purchase Process.
7.1.1 Token Owners may purchase Tokenized Assets by following the purchase flow on the Platform using Crypto Assets or Fiat Currency and, which may include (list is indicative only):
- (a) Reviewing listing information and Tokenized Asset-specific terms;
- (b) Confirming eligibility and compliance with jurisdictional restrictions;
- (c) Executing required user agreements;
- (d) Submitting payment through the Platform's payment system (via third party provider);
- (e) Receiving Tokenized Assets to a designated wallet (controlled by a third-party custodian) upon settlement by the Asset Owner.
7.1.2 Purchases are binding once payment is confirmed and processed, subject to the terms of the specific listing and applicable law.
7.1.3 Any timelines associated with the processing, authorization, settlement, or completion of payments are dependent on the relevant third-party payment service provider and are not within the control of the Technology Provider. Accordingly, the Technology Provider shall not be responsible for any delays arising from or attributable to such third-party payment service providers.
7.2Purchases of Tokenized Assets via Cryptocurrency.
7.2.1 A Token Owner may purchase Tokenized Assets by selecting an asset from the Listing on the Platform and initiating a purchase through the available cryptocurrency payment options.
7.2.2 The User may pay using supported Crypto Assets, including but not limited to USDC, USDT, or TTN, as made available on the Platform.
7.2.3 To complete payment, the User must connect a compatible Digital Wallet or transfer Crypto Assets to a designated deposit address provided by the Platform.
7.2.4 Upon receipt of funds, the Smart Contract owned by the Asset Owner automatically distributes proceeds. Distribution mechanics and allocation percentages may vary by project and are governed by the applicable Listing terms.
7.2.5Following confirmation of payment, the relevant Tokenized Asset is minted within the Smart Contract and/or transferred to the User's designated wallet under the custody of an approved third-party custody provider.
7.2.6 All Smart Contracts used for issuance of Tokenized Assets are owned and managed by the respective Asset Owner, and not by the Technology Provider.
7.2.7 Tokenized Assets issued through the Platform are restricted to on-Platform use and may not be withdrawn, exported, or transferred outside the Platform ecosystem except where expressly permitted by the Technology Provider and applicable law.
7.2.8 Notwithstanding anything contained hereunder, the Technology Provider reserves the right, at its sole discretion, to suspend, restrict, or permanently revoke any Tokenized Assets (or any benefits thereunder) associated with your account if it determines that:
- (a) The Tokenized Assets have been obtained, transferred, or used in violation of these Terms of Use;
- (b) The Tokenized Assets have been acquired through fraudulent, unlawful, or unauthorized means;
- (c) The Tokenized Assets have been used in a manner that circumvents platform rules, security measures, or technical safeguards;
- (d) Your account has engaged in conduct that violates applicable laws or these Terms.
7.2.9In the event of revocation: revoked Tokenized Assets may be permanently removed from your account without compensation, refund, or liability. The Technology Provider may suspend or terminate the associated account. The Technology Provider reserves the right to pursue additional remedies available under law or equity. The Technology Provider's determination of misuse or violation shall be final and binding, subject to applicable law.
7.3Purchase of Tokenized Assets via Fiat Currency.
7.3.1 A Token Owner may purchase Tokenized Assets using supported Fiat Currency payment methods available on the Platform.
7.3.2 The User initiates a purchase by selecting an asset and choosing Fiat Currency as the payment method through the Platform interface.
7.3.3 Fiat payments are processed through integrated third-party payment processors. The User must complete all required payment steps and verification procedures imposed by such processors.
7.3.4Following confirmation of payment, the relevant Tokenized Asset is minted within the Smart Contract and/or transferred to the User's wallet under the custody of a third-party custody provider integrated with the Platform.
7.3.5 Tokenized Assets are restricted to circulation within the Platform and may not be withdrawn or transferred outside the Platform ecosystem except where expressly permitted by the Technology Provider and applicable law.
7.3.6 Fiat payment processing times may vary depending on banking systems and third-party processors. Asset minting occurs only after final settlement and confirmation of funds.
7.4Representations by Token Owners.
7.4.1 By purchasing Tokenized Assets, Token Owners represent and warrant that:
- (a) They have reviewed and understood all Listing information, terms, and risks;
- (b) They meet all eligibility requirements specified in the Listing;
- (c) The purchase complies with all applicable laws in their jurisdiction;
- (d) They are acquiring Tokenized Assets for their own account and not as an agent;
- (e) They have the financial capacity to bear the risk of loss;
- (f) They have consulted with professional advisors as necessary;
- (g) They understand that Tokenized Assets may be illiquid and difficult to sell;
- (h) They understand that Tokenized Assets may have no secondary market.
7.5No Recourse to Technology Provider.
7.5.1 Token Owners acknowledge that:
- (a) The Technology Provider is not a party to Transactions between Asset Owners and Token Owners;
- (b) All rights, obligations, and remedies arise from the terms of the Tokenized Assets and the relationship with the Asset Owner;
- (c) The Technology Provider has no obligation or liability for the performance, delivery, or settlement of Tokenized Assets;
- (d) The Technology Provider has no obligation to mediate or resolve disputes between Asset Owners and Token Owners.
7.5.2 Token Owners must look solely to Asset Owners for:
- (a) Fulfillment of obligations under Tokenized Assets;
- (b) Distributions, dividends, or other payments;
- (c) Information, disclosure, and reporting;
- (d) Exercise of rights or governance;
- (e) Resolution of disputes or complaints.
7.6Due Diligence.
7.6.1 Token Owners are solely responsible for conducting comprehensive due diligence before purchasing Tokenized Assets, including:
- (a) Verifying the identity and reputation of Asset Owners;
- (b) Investigating the underlying assets, business, or rights;
- (c) Reviewing financial statements, projections, and disclosures;
- (d) Assessing legal and regulatory compliance;
- (e) Evaluating market conditions and valuation;
- (f) Understanding tax implications;
- (g) Seeking independent professional advice.
7.7Secondary Transactions.
7.7.1 The Platform may, in the future, provide functionality for secondary transactions between Token Owners subject to obtaining requisite approvals / licenses / registrations under applicable law.
7.7.2 Secondary transaction functionality may be provided as a convenience and will not constitute operation of an exchange or trading venue.
7.7.3 The Technology Provider makes no guarantee regarding the availability, liquidity, or pricing of secondary markets.
7.7.4 Secondary transactions are subject to additional terms and conditions that will be presented at the time such functionality is made available.
8.TTN TERMS
8.1Nature and Purpose.
8.1.1 TTN is a digital token issued by TTN Technologies Ltd that may provide access to enhanced features, benefits, and functionality on the Platform.
8.1.2 TTN is intended solely as a functional utility token for use within the Platform ecosystem.
8.1.3 TTN:
- (a) Does NOT represent equity, ownership, or any interest in the Technology Provider;
- (b) Does NOT represent debt or any obligation to make payments by the Technology Provider;
- (c) Is NOT an investment contract, security, or financial instrument;
- (d) Does NOT entitle holders to profits, dividends, or distributions from the Technology Provider;
- (e) Confers NO governance, voting, or control rights over the Technology Provider;
- (f) Has NO intrinsic or guaranteed value.
8.2TTN Benefits.
8.2.1 Holders of TTN may receive benefits including but not limited to:
- (a) Reduced transaction fees on the Platform;
- (b) Access to premium features or early access to new features;
- (c) Access to exclusive events, educational content, or community forums;
- (d) Other benefits as determined by the Technology Provider from time to time.
8.2.2 The Technology Provider reserves the right to modify, add, or remove TTN benefits at any time without notice.
8.3No Investment Expectation.
8.3.1 Users must NOT acquire TTN with any expectation of profit or return on investment.
8.3.2 The value of TTN may fluctuate and could decline to zero. TTN should not be acquired as an investment or speculative vehicle.
8.3.3 The Technology Provider makes no promises, representations, or warranties regarding future value, utility, or demand for TTN.
8.4Issuance and Distribution.
8.4.1 TTN may be acquired through:
- (a) Designated third-party platforms;
- (b) Other methods designated by the Technology Provider.
8.4.2 The Technology Provider reserves the right to establish limits on purchases, holdings, or transfers of TTN.
8.5Further Terms.
8.5.1 TTN-related terms may apply as described on the following website (https://www.toyowtoken.com). Users are expected to review the available materials there, including the white paper and any related documentation.
8.6No Guarantee.
8.6.1 The Technology Provider makes no guarantee that TTN benefits will continue indefinitely or that the Platform will operate indefinitely.
8.6.2 In the event the Platform is discontinued, TTN may become worthless.
8.6.3 The Technology Provider has no obligation to repurchase, redeem, or provide any exchange mechanism for TTN.
8.7Tax Implications.
8.7.1 The acquisition, holding, and use of TTN may have tax consequences in your jurisdiction.
8.7.2 You are solely responsible for determining and satisfying all tax obligations related to TTN.
9.PAYMENTS
9.1Accepted Payment Methods.
9.1.1 The Platform may support payments in both Crypto Assets and/or Fiat Currency, as specified in each Listing.
9.1.2 The Technology Provider may add or remove accepted payment methods at any time.
9.1.3 Payment processing is facilitated through third-party payment processors integrated with the Platform.
9.2Cryptocurrency Payments.
9.2.1 When paying with Crypto Assets:
- (a) You must initiate the transaction from a Digital Wallet you control;
- (b) You are responsible for ensuring sufficient balance and network fees (gas);
- (c) Transactions are recorded on the relevant Blockchain and are generally irreversible;
- (d) The Technology Provider is not responsible for Blockchain network delays, failures, or errors;
- (e) You are responsible for ensuring you send the correct Crypto Asset to the correct address;
- (f) Sending Crypto Assets to an incorrect address may result in permanent loss.
9.2.2 Cryptocurrency transactions are subject to network confirmation times and may experience delays during periods of network congestion.
9.2.3 The Technology Provider may establish minimum and maximum transaction amounts denominated in Crypto Assets or Fiat Currency equivalent.
9.3Fiat Currency Payments.
9.3.1 Fiat Currency payments are processed through third-party payment processors (e.g., card payments, payment service providers).
9.3.2 You must comply with all requirements and terms imposed by payment processors.
9.3.3 Payment processor fees may apply in addition to Platform fees.
9.3.4 Fiat payment processing times vary by payment method and jurisdiction and may take several Business Days.
9.3.5 The Technology Provider is not responsible for payment processor errors, delays, rejections, or failures.
9.4Payment Finality.
9.4.1 All payments are final and non-refundable except as required by applicable law or as expressly provided in these Terms or on the Platform.
9.4.2 Once a payment is confirmed and Tokenized Assets are transferred, the Transaction cannot be reversed through the Platform.
9.4.3 Any disputes regarding Transactions must be resolved directly between Asset Owners and Token Owners.
9.5Exchange Rate Risk.
9.5.1 When purchasing Tokenized Assets priced in a different currency than your payment method, exchange rates will be applied at the time of Transaction.
9.5.2 Exchange rates are determined by third-party providers and may fluctuate. The Technology Provider is not responsible for exchange rate movements.
9.5.3 You bear all risk of exchange rate fluctuations between the time you initiate a payment and the time it is confirmed.
9.6Failed Payments.
9.6.1 If a payment fails, is rejected, or is reversed:
- (a) The Transaction will not be completed;
- (b) Tokenized Assets will not be transferred;
- (c) You may be required to submit a new payment;
- (d) The Technology Provider may suspend or terminate your Account.
9.6.2 You are responsible for any costs, fees, or charges associated with failed payments.
9.7Payment Processing Information.
9.7.1By using the Platform's payment services, you authorize the Technology Provider and its payment processors to:
- (a) Store your payment information;
- (b) Process payments on your behalf;
- (c) Share information with payment processors, financial institutions, and regulatory authorities as necessary;
- (d) Conduct fraud prevention and AML screening.
9.8Fiat Wallet Withdrawals.
9.8.1 Users may withdraw available Fiat Currency balances that are not committed to asset purchases.
9.8.2 Where a User deposits Fiat Currency in excess of the amount used to purchase Tokenized Assets, the remaining balance may be withdrawn subject to these Terms.
9.8.3 To initiate a withdrawal, the User must submit a request through the Fiat Wallet interface and specify the withdrawal amount.
9.8.4The Platform will validate the User's available balance and any applicable withdrawal fees prior to processing.
9.8.5 If sufficient balance is confirmed: (a) a ledger debit entry will be recorded; and (b) a withdrawal request will be initiated for approval.
9.8.6 Withdrawal execution is subject to internal approval procedures, after which funds will be released using payout methods determined by the Platform, including bank transfer or automated payment systems.
9.8.7 Subject to 9.8.2 above, fiat withdrawals are permitted only after a minimum settlement period following the original deposit as provided on the Platform and only after purchasing a Tokenized Asset.
10.RISK DISCLOSURES
You acknowledge and agree that use of the Platform and Transactions in Tokenized Assets involve substantial risks. You should not use the Platform or purchase Tokenized Assets unless you understand and can afford to lose your entire investment.
10.1Tokenized Asset Risks.
10.1.1 Loss of Capital: Tokenized Assets may lose all or substantially all of their value. There is no guarantee of returns, income, or capital preservation.
10.1.2 Illiquidity: Tokenized Assets may be highly illiquid. There may be no secondary market, and you may be unable to sell or transfer Tokenized Assets.
10.1.3 Long Investment Horizon: Tokenized Assets may require long holding periods before any returns or exit opportunities are available.
10.1.4 Underlying Asset Risks: The value of Tokenized Assets depends on underlying assets which may be subject to market risk, credit risk, operational risk, physical damage, or total loss.
10.1.5 No Guarantee of Rights: The rights represented by Tokenized Assets may not be enforceable, may be subject to competing claims, or may be impaired by bankruptcy, insolvency, or legal proceedings.
10.1.6 Issuer Risk: Asset Owners may fail, mismanage assets, breach obligations, or otherwise fail to perform.
10.1.7 Valuation Uncertainty: Tokenized Assets may be difficult to value and may not have transparent or reliable pricing mechanisms.
10.2Regulatory and Legal Risks.
10.2.1 Regulatory Uncertainty: The legal and regulatory treatment of Tokenized Assets, Crypto Assets, and digital tokens is uncertain and evolving. Future laws or regulations may:
- (a) Prohibit or restrict Tokenized Assets;
- (b) Require registration, licensing, or compliance measures that are costly or impossible;
- (c) Impose penalties or sanctions on participants;
- (d) Render Tokenized Assets unmarketable or worthless.
10.2.2 Securities Law Risk: Tokenized Assets may be classified as securities or other regulated financial instruments in certain jurisdictions, subjecting them to regulatory requirements, restrictions, or prohibitions.
10.2.3 Cross-Border Complexity: Different jurisdictions may apply conflicting legal and regulatory requirements to Tokenized Assets, creating legal uncertainty and compliance challenges.
10.2.4 Enforcement Risk: Your rights under Tokenized Assets may be difficult or impossible to enforce, particularly across international borders.
10.2.5 Tax Uncertainty: The tax treatment of Tokenized Assets and Crypto Assets is uncertain and may change. You may face unexpected tax liabilities.
10.2.6 Legal Proceedings: Asset Owners, the Technology Provider, or the Platform may become subject to legal proceedings, regulatory investigations, or enforcement actions that adversely affect Tokenized Assets or Platform availability.
10.3Technology and Blockchain Risks.
10.3.1 Smart Contract Risks: Smart Contracts may contain bugs, vulnerabilities, or design flaws that could result in loss of Tokenized Assets or funds. Smart Contracts may not function as intended.
10.3.2 Blockchain Risks: Blockchain networks may experience:
- (a) Network congestion or delays;
- (b) Forks, splits, or protocol changes;
- (c) Consensus failures or 51% attacks;
- (d) Technical failures or outages;
- (e) Incompatibility with future developments.
10.3.3 Irreversibility: Blockchain transactions are generally irreversible. Errors cannot be corrected, and lost or stolen assets cannot be recovered.
10.3.4 Private Key Risk: Loss of private keys results in permanent and irreversible loss of Tokenized Assets. The Technology Provider cannot recover lost private keys.
10.3.5 Cyber Security Risks: The Platform, Smart Contracts, Blockchain networks, and Digital Wallets are subject to cybersecurity risks including:
- (a) Hacking, theft, or unauthorized access;
- (b) Malware, phishing, or social engineering attacks;
- (c) Distributed denial of service (DDoS) attacks;
- (d) Exploits of vulnerabilities;
- (e) Insider threats.
10.3.6 Technology Obsolescence: Blockchain technology and cryptographic systems may become obsolete, compromised, or superseded by new technologies.
10.3.7 Interoperability Risks: Tokenized Assets may not be compatible with all wallets, platforms, or future systems.
10.4Market and Volatility Risks.
10.4.1 Price Volatility: Crypto Assets and Tokenized Assets may experience extreme price volatility, with rapid and substantial increases or decreases in value.
10.4.2 Market Manipulation: Markets for Tokenized Assets and Crypto Assets may be susceptible to manipulation, insider trading, front-running, wash trading, or other abusive practices.
10.4.3 Limited Market History: Tokenized Assets and digital asset markets have limited operating history, making it difficult to evaluate long-term prospects.
10.4.4 Liquidity Risk: Even if secondary markets exist, they may have low trading volume, wide bid-ask spreads, or limited participants.
10.4.5 Market Disruption: Crypto Asset and Tokenized Asset markets may be disrupted by regulatory action, technical failures, loss of confidence, or external events.
10.5Operational Risks.
10.5.1 Platform Availability: The Platform may experience downtime, maintenance periods, technical failures, or interruptions in service.
10.5.2 Third-Party Dependencies: The Platform relies on third-party services (payment processors, identity verification, blockchain infrastructure, etc.) that may fail, experience outages, or discontinue services.
10.5.3 Technology Provider Risk: The Technology Provider may:
- (a) Cease operations or discontinue the Platform;
- (b) Lack sufficient resources to maintain operations;
- (c) Experience financial difficulties;
- (d) Be acquired, merge, or undergo corporate changes.
10.5.4 Human Error: Errors by Users, Asset Owners, or service providers may result in loss of funds or Tokenized Assets.
10.6Fraud and Misconduct Risks.
10.6.1 Asset Owners or other Users may engage in fraudulent, deceptive, or criminal activity including:
- (a) Misrepresentation of Tokenized Assets or underlying assets;
- (b) Ponzi or pyramid schemes;
- (c) Theft or misappropriation of funds;
- (d) Identity fraud or impersonation;
- (e) Market manipulation or wash trading.
10.6.2 The Technology Provider conducts screening and monitoring but cannot guarantee detection or prevention of all fraudulent activity.
10.7Acknowledgment of Risks.
10.7.1 You acknowledge that you have read, understood, and accepted all risks described in this Section 10 and any additional risks disclosed in Listings or elsewhere on the Platform.
10.7.2 You acknowledge that this list of risks is not exhaustive and other risks may exist.
10.7.3 You acknowledge that you are solely responsible for assessing whether Tokenized Assets are suitable for you in light of your financial circumstances, risk tolerance, and investment objectives.
10.7.4 You agree that the Technology Provider has no liability for any losses arising from the risks described in this Section 10 or any other risks.
11.COMPLIANCE WITH LAWS AND DISCLAIMERS
11.1User Compliance Obligations.
11.1.1 You are solely responsible for compliance with all applicable laws and regulations in your jurisdiction of residence, citizenship, and any other relevant jurisdiction, including but not limited to:
- (a) Securities laws and regulations;
- (b) Financial services and banking regulations;
- (c) Anti-money laundering and counter-terrorist financing laws;
- (d) Tax laws and reporting obligations;
- (e) Data protection and privacy laws;
- (f) Consumer protection laws;
- (g) Exchange control and capital movement restrictions.
11.1.2 You must obtain all necessary licenses, registrations, approvals, or permissions required to use the Platform or transact in Tokenized Assets.
11.1.3 If you are uncertain about your legal obligations, you must consult with qualified legal, financial, and tax advisors before using the Platform.
11.2Asset Owner Compliance.
11.2.1 Asset Owners are solely responsible for determining the regulatory classification and compliance requirements for Tokenized Assets in all relevant jurisdictions.
11.2.2 Asset Owners must provide accurate and clear disclosure to Token Owners regarding the regulatory status and compliance of Tokenized Assets.
11.3Disclaimer by Technology Provider.
11.3.1 THE TECHNOLOGY PROVIDER DOES NOT ISSUE, OFFER, OR SELL ANY SECURITIES.
11.3.2 The Technology Provider is not:
- (a) A securities issuer, underwriter, or dealer;
- (b) A registered broker-dealer, investment adviser, or financial institution;
- (c) A stock exchange, alternative trading system, or multilateral trading facility;
- (d) A collective investment scheme, fund, or asset manager.
11.3.3 The Technology Provider does not provide any services that constitute regulated activities under securities laws or financial services regulations.
11.3.4 Tokenized Assets listed on the Platform are issued by third-party Asset Owners. The Technology Provider makes no determination regarding whether such assets constitute securities or are otherwise subject to regulation.
11.4No Regulatory Approval.
11.4.1 The Platform, these Terms, and the services provided by the Technology Provider have not been approved, reviewed, or registered by any securities regulator, financial services authority, or governmental agency.
11.4.2 No regulatory authority has passed upon the accuracy or adequacy of any information on the Platform.
11.4.3 The Technology Provider holds no licenses or registrations as a financial services provider in any jurisdiction.
11.5Investor Qualification.
11.5.1 Certain Tokenized Assets may be restricted to qualified, accredited, sophisticated, or professional investors as defined under applicable law.
11.5.2 You are solely responsible for determining whether you meet applicable investor qualification requirements.
11.5.3 The Technology Provider may implement screening measures but does not guarantee accurate determination of investor status.
11.5.4 You represent that you will not purchase Tokenized Assets for which you do not meet eligibility requirements.
11.6AML/CFT Compliance.
11.6.1 The Technology Provider maintains an AML/CFT program designed to prevent money laundering, terrorist financing, and financial crime.
11.6.2 You must not use the Platform:
- (a) To launder proceeds of crime or finance terrorism;
- (b) To evade taxes or regulatory requirements;
- (c) To transact with Restricted Persons;
- (d) For any illegal purpose.
11.6.3 The Technology Provider reserves the right to:
- (a) Conduct enhanced due diligence on any User or Transaction;
- (b) Request additional information or documentation;
- (c) Freeze, block, or reverse Transactions;
- (d) Report suspicious activity to law enforcement or regulatory authorities;
- (e) Cooperate with investigations and legal processes.
11.6.4 Users must respond promptly to all AML/KYC requests from the Technology Provider.
11.7Sanctions Compliance.
11.7.1 You represent and warrant that you are not a Restricted Person and are not subject to any economic or trade sanctions.
11.7.2 You must not use the Platform to transact with any Restricted Person or for the benefit of any Restricted Person.
11.7.3 The Technology Provider implements sanctions screening but does not guarantee comprehensive detection. You are independently responsible for sanctions compliance.
11.7.4 The Technology Provider will immediately suspend or terminate any User identified as a Restricted Person and may be required to freeze assets or report to authorities.
12.INTELLECTUAL PROPERTY
12.1Technology Provider IP.
12.1.1 The Platform, including all software, technology, Content (excluding User Content), trademarks, logos, designs, graphics, user interfaces, and documentation, is owned by or licensed to the Technology Provider and is protected by Intellectual Property Rights.
12.1.2 These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose in accordance with these Terms.
12.1.3 You must not:
- (a) Copy, modify, adapt, or create derivative works of the Platform;
- (b) Reverse engineer, decompile, or disassemble the Platform;
- (c) Remove or obscure any copyright, trademark, or proprietary notices;
- (d) Use the Platform or any Content for commercial purposes outside the permitted use;
- (e) Access the Platform to build a competitive product or service;
- (f) Use any automated tools (bots, scrapers, crawlers) to access or extract data from the Platform without authorization.
12.2User Content.
12.2.1Users retain ownership of Content they submit to the Platform ("User Content"), including listings, descriptions, images, and communications.
12.2.2 By submitting User Content, you grant the Technology Provider a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, distribute, display, perform, and create derivative works from User Content for purposes of:
- (a) Operating, maintaining, and improving the Platform;
- (b) Promoting the Platform and services;
- (c) Complying with legal obligations;
- (d) Enforcing these Terms.
12.2.3 You represent and warrant that:
- (a) You own or have the necessary rights to User Content;
- (b) User Content does not infringe any third-party Intellectual Property Rights;
- (c) User Content complies with these Terms and applicable laws.
12.2.4 The Technology Provider may remove or disable any User Content that violates these Terms or applicable law.
12.3Feedback.
12.3.1If you provide feedback, suggestions, or ideas regarding the Platform ("Feedback"), you grant the Technology Provider a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback without compensation or attribution.
12.4Trademarks.
12.4.1The Technology Provider's trademarks, logos, and brand features ("Marks") are protected trademarks. You may not use any Marks without prior written authorization.
12.4.2 Use of Marks by Asset Owners for promotional purposes must comply with brand guidelines provided by the Technology Provider.
12.5Third-Party IP.
12.5.1 The Platform may include third-party software, Content, or services subject to separate licenses and terms.
12.5.2 You must comply with all third-party license terms applicable to such materials.
12.6IP Infringement.
12.6.1 The Technology Provider respects Intellectual Property Rights and responds to notices of alleged copyright or trademark infringement.
12.6.2 If you believe Content on the Platform infringes your Intellectual Property Rights, you may submit a notice to [email protected] including:
- (a) Identification of the infringed work;
- (b) Identification of the infringing material;
- (c) Your contact information;
- (d) A statement of good faith belief that use is unauthorized;
- (e) A statement of accuracy under penalty of perjury;
- (f) Your physical or electronic signature.
12.6.3 The Technology Provider may remove allegedly infringing Content and terminate account(s) of repeat infringers.
13.FEES AND TAXES
13.1Platform Fees.
13.1.1 The Technology Provider charges fees for use of the Platform as set forth in the fee schedule published on the Platform or under any other user agreement on the listing page.
13.1.2 Fees may include:
- (a) Transaction fees;
- (b) Payment processing fees;
- (c) Withdrawal or deposit fees;
- (d) Other fees, as specified.
13.1.3 The Technology Provider reserves the right to modify fees at any time. Continued use of the Platform after fee changes constitutes acceptance.
13.1.4 All fees are exclusive of taxes unless otherwise stated.
13.1.5 Fees are generally non-refundable except as required by law or expressly stated.
13.2Payment of Fees.
13.2.1 Fees are payable in the currency and manner specified on the Platform (Fiat Currency or Crypto Assets).
13.2.2 You authorize the Technology Provider to deduct applicable fees from Transaction proceeds or to charge your designated payment method.
13.2.3 Failure to pay fees may result in suspension or termination of your Account or access to Platform features.
13.3Third-Party Fees.
13.3.1 You are responsible for all third-party fees including and as applicable:
- (a) Blockchain network fees (gas fees);
- (b) Payment processor fees;
- (c) Bank transfer fees;
- (d) Currency conversion fees;
- (e) Digital Wallet fees.
13.3.2Third-party fees are beyond the Technology Provider's control and are not refundable by the Technology Provider.
13.4Taxes.
13.4.1 You are solely responsible for determining and paying all taxes applicable to your use of the Platform and Transactions in Tokenized Assets.
13.4.2 Taxes may include:
- (a) Income tax on gains or distributions;
- (b) Capital gains tax on disposals;
- (c) Value-added tax (VAT) or goods and services tax (GST);
- (d) Withholding tax;
- (e) Stamp duty or transfer taxes;
- (f) Other applicable taxes.
13.4.3 All fees and prices on the Platform are exclusive of taxes unless expressly stated otherwise.
13.4.4 If the Technology Provider is required to collect or withhold taxes, you authorize such deduction and agree to pay any additional amounts necessary to ensure the Technology Provider receives the full fee amount.
13.4.5 You must provide any tax documentation reasonably requested by the Technology Provider.
13.4.6 The Technology Provider may report Transaction information to tax authorities as required by law.
13.4.7 You acknowledge that tax treatment of Tokenized Assets and Crypto Assets is uncertain and you should consult with tax advisors.
14.PROHIBITED ACTIVITIES
14.1General Prohibitions.
You must not use the Platform to engage in or facilitate:
14.1.1 Any illegal activity or violation of applicable laws or regulations;
14.1.2 Fraud, misrepresentation, deception, or manipulation;
14.1.3 Money laundering, terrorist financing, or other financial crimes;
14.1.4 Violation of economic or trade sanctions;
14.1.5 Infringement of Intellectual Property Rights or other proprietary rights;
14.1.6 Unauthorized access, hacking, or security breaches;
14.1.7 Distribution of malware, viruses, or harmful code;
14.1.8 Spam, phishing, or unsolicited communications;
14.1.9 Market manipulation, insider trading, or other abusive trading practices;
14.1.10 Impersonation of another person or entity;
14.1.11 Interference with Platform operations or other Users' use;
14.1.12 Circumvention of security measures, access controls, or geographic restrictions;
14.1.13 Use of automated tools, bots, or scripts without authorization;
14.1.14 Harvesting or collecting User data without consent;
14.1.15 Any activity that harms the reputation or interests of the Technology Provider.
14.2Prohibited Transactions.
You must not use the Platform to transact in:
14.2.1 Proceeds of crime or illicit funds;
14.2.2 Assets subject to sanctions or export controls;
14.2.3 Counterfeit or stolen goods;
14.2.4 Illegal drugs, weapons, or contraband;
14.2.5 Assets involving human trafficking, child exploitation, or other serious crimes;
14.2.6 Pyramid schemes, Ponzi schemes, or other fraudulent arrangements;
14.2.7 Any other assets/uses prohibited by these Terms or applicable law.
14.3Account Misuse.
You must not:
14.3.1 Create multiple Accounts to evade restrictions or fees;
14.3.2 Share Account credentials or allow unauthorized access;
14.3.3 Create an Account using false or misleading information;
14.3.4 Create an Account if previously suspended or terminated;
14.3.5Use another User's Account without authorization.
14.4Enforcement.
14.4.1 The Technology Provider reserves the right to investigate suspected violations of this Section 14.
14.4.2 Violations may result in:
- (a) Removal of Content or Listings;
- (b) Suspension or termination of Account;
- (c) Freezing of funds or assets;
- (d) Referral to law enforcement;
- (e) Legal action to recover damages; and/or
- (f) Reporting to regulatory authorities.
14.4.3 The Technology Provider may take such actions without prior notice and in its sole discretion.
15.SUSPENSION AND TERMINATION
15.1Suspension by Technology Provider.
15.1.1 The Technology Provider may suspend your Account or access to the Platform immediately and without prior notice if:
- (a) You breach any provision of these Terms;
- (b) The Technology Provider suspects fraudulent, illegal, or harmful activity;
- (c) Required by law, court order, or regulatory authority;
- (d) The Technology Provider determines suspension is necessary to protect the Platform or other Users;
- (e) Your Account activity indicates potential security compromise;
- (f) You fail to complete required verification procedures;
- (g) Payment disputes, chargebacks, or non-payment of fees;
- (h) Change in Terms or policy of the Technology Provider;
- (i) You become a Restricted Person.
15.1.2 During suspension:
- (a) You will not be able to access your Account or Platform features;
- (b) Pending Transactions may be cancelled or delayed;
- (c) The Technology Provider may freeze funds or assets pending investigation;
- (d) You remain bound by these Terms and liable for obligations incurred.
15.1.3 The Technology Provider will make reasonable efforts to notify you of suspension and provide an opportunity to cure violations where appropriate, but has no obligation to do so.
15.2Termination by Technology Provider.
15.2.1 The Technology Provider may terminate your Account and access to the Platform at any time, with or without cause, with or without notice.
15.2.2 Termination will be immediate for material breaches, illegal activity, or where necessary to protect the Platform or comply with legal obligations.
15.2.3 Upon termination:
- (a) Your license to use the Platform immediately ceases;
- (b) The Technology Provider may delete your Account and associated data;
- (c) You must cease all use of the Platform;
- (d) Sections of these Terms that by their nature should survive (including indemnification, limitation of liability, and dispute resolution) will continue to apply.
15.2.4 The Technology Provider will make reasonable efforts to allow you to withdraw funds and transfer Tokenized Assets upon termination, subject to:
- (a) Completion of any investigations or legal processes;
- (b) Satisfaction of outstanding obligations or fees;
- (c) Compliance with applicable laws;
- (d) Technical feasibility.
15.2.5 The Technology Provider reserves the right to withhold or freeze assets where required by law or where there is suspicion of illegal activity.
15.3Termination by User.
15.3.1 You may terminate your Account at any time by following the account closure process on the Platform or by contacting support.
15.3.2 You must:
- (a) Complete or cancel all pending Transactions;
- (b) Withdraw all funds and transfer all Tokenized Assets (if allowed);
- (c) Satisfy all outstanding obligations and fees;
- (d) Provide any information required for AML/KYC compliance.
15.3.3 Certain obligations and liabilities will survive termination, including payment obligations, indemnification, limitation of liability, and dispute resolution provisions.
15.4Effects of Termination.
15.4.1 Termination does not affect:
- (a) Rights and obligations that accrued prior to termination;
- (b) Ongoing obligations between Asset Owners and Token Owners regarding Tokenized Assets;
- (c) The Technology Provider's rights to fees earned prior to termination;
- (d) Any clause of these Terms that expressly or by implication should survive.
15.4.2 The Technology Provider is not liable for any loss or damage arising from suspension or termination of your Account.
16.DISCLAIMERS OF WARRANTIES
16.1As-Is and As-Available Basis.
16.1.1THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
16.1.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TECHNOLOGY PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- (a) MERCHANTABILITY;
- (b) FITNESS FOR A PARTICULAR PURPOSE;
- (c) NON-INFRINGEMENT;
- (d) TITLE;
- (e) ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT;
- (f) UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION;
- (g) CORRECTION OF DEFECTS;
- (h) ABSENCE OF VIRUSES OR HARMFUL COMPONENTS.
16.2No Warranties Regarding Transactions.
16.2.1 The Technology Provider makes no warranties, representations, or guarantees regarding:
- (a) The identity, legitimacy, or creditworthiness of Users;
- (b) The accuracy, legality, or compliance of Listings or Tokenized Assets;
- (c) The quality, value, or performance of Tokenized Assets or underlying assets;
- (d) The success, profitability, or outcome of Transactions;
- (e) The availability of liquidity or secondary markets;
- (f) The enforceability of rights represented by Tokenized Assets;
- (g) The performance or non-performance of Asset Owners or Token Owners.
16.3No Endorsement.
16.3.1 The inclusion of any Listing, Tokenized Asset, or User on the Platform does not constitute an endorsement, recommendation, verification, or certification by the Technology Provider.
16.3.2 The Technology Provider conducts no independent due diligence or validation of Asset Owners or Tokenized Assets.
16.4Third-Party Services.
16.4.1 The Technology Provider makes no warranties regarding third-party services integrated with the Platform, including payment processors, blockchain networks, identity verification providers, or Digital Wallets.
16.4.2 The Technology Provider is not responsible for the performance, availability, security, or terms of third-party services.
16.5Jurisdictional Variations.
16.5.1 Some jurisdictions do not allow exclusion of certain warranties. In such jurisdictions, the above exclusions may not apply, and warranties may be limited to the extent permitted by law.
16.5.2 Nothing in these Terms excludes or limits statutory rights that cannot be excluded or limited by contract.
17.LIMITATION OF LIABILITY
17.1Exclusion of Consequential Damages.
17.1.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TECHNOLOGY PROVIDER, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:
- (a) LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;
- (b) LOSS OF DATA OR INFORMATION;
- (c) LOSS OF GOODWILL OR REPUTATION;
- (d) BUSINESS INTERRUPTION;
- (e) COST OF SUBSTITUTE SERVICES;
- (f) LOSS OF CRYPTO ASSETS OR TOKENIZED ASSETS;
- (g) LOSS OF ACCESS TO PLATFORM OR ACCOUNTS;
WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE TECHNOLOGY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2Cap on Direct Damages.
17.2.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TECHNOLOGY PROVIDER'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:
- (a) THE AMOUNT OF FEES PAID BY YOU TO THE TECHNOLOGY PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
- (b) ONE HUNDRED UNITED STATES DOLLARS (USD 100).
17.3Specific Exclusions.
17.3.1 THE TECHNOLOGY PROVIDER SHALL NOT BE LIABLE FOR:
- (a) Any losses arising from Transactions between Asset Owners and Token Owners;
- (b) The acts, omissions, fraud, or misconduct of Asset Owners, Token Owners, or other Users;
- (c) Losses arising from Tokenized Assets, including loss of value, illiquidity, or non-performance;
- (d) Losses arising from Smart Contracts, blockchain networks, or Crypto Asset volatility;
- (e) Losses arising from third-party services, including payment processors and Digital Wallets;
- (f) Unauthorized access to Accounts due to User failure to maintain security;
- (g) Loss of private keys or access to Digital Wallets;
- (h) Regulatory action, legal proceedings, or changes in law;
- (i) Platform downtime, errors, bugs, or technical failures;
- (j) Force Majeure Events;
- (k) Your violation of these Terms or applicable laws;
- (l) Any other matters beyond the Technology Provider's reasonable control.
17.4Basis of the Bargain.
17.4.1 You acknowledge that the disclaimers and limitations of liability set forth in Sections 16 and 17 are fundamental elements of the basis of the bargain between you and the Technology Provider.
17.4.2 The Technology Provider would not be able to provide the Platform on an economically reasonable basis without these limitations.
17.5Jurisdictional Limitations.
17.5.1Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, the Technology Provider's liability is limited to the greatest extent permitted by applicable law.
17.5.2Nothing in these Terms excludes or limits the Technology Provider's liability for:
- (a) Death or personal injury caused by negligence;
- (b) Fraud or fraudulent misrepresentation;
- (c) Any other liability that cannot be excluded or limited by law.
17.6User Acknowledgment.
17.6.1 You acknowledge and agree that you use the Platform at your own risk and that the limitations in this Section 17 are reasonable given the nature of the Platform and the risks involved.
18.INDEMNIFICATION
18.1Indemnification by Users.
18.1.1You agree to indemnify, defend, and hold harmless the Technology Provider, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:
- (a) Your access to or use of the Platform;
- (b) Your breach of these Terms;
- (c) Your violation of any law or regulation;
- (d) Your violation of any third-party rights, including Intellectual Property Rights, privacy rights, or contractual rights;
- (e) Your User content, listings of Tokenized Assets, or Tokenized Assets;
- (f) Any Transaction between you and another User;
- (g) Your representations and warranties proving to be false or misleading;
- (h) Any tax liabilities arising from your use of the Platform;
- (i) Your negligence, willful misconduct, or fraud.
18.2Indemnification Procedures.
18.2.1 The Indemnified Parties will:
- (a) Promptly notify you of any claim subject to indemnification (provided that failure to notify does not relieve your indemnification obligations except to the extent you are materially prejudiced);
- (b) Give you sole control of the defense and settlement of the claim (provided you may not settle in a manner that admits liability on behalf of or imposes obligations on the Indemnified Parties without their prior written consent);
- (c) Provide reasonable cooperation in the defense at your expense.
18.2.2 The Indemnified Parties reserve the right to assume defense and control of any matter subject to indemnification at their own expense.
18.2.3 You may not settle any claim in a manner that imposes liability or obligations on the Indemnified Parties without their prior written consent.
18.3Survival.
18.3.1 The indemnification obligations in this Section 18 survive termination or expiration of these Terms.
19.PRIVACY AND DATA USE
19.1Privacy Policy.
19.1.1The Technology Provider's collection, use, and protection of personal data is governed by the Privacy Policy available on the Platform, and which is incorporated into these Terms by reference.
19.1.2 By using the Platform, you consent to the collection, use, and disclosure of your personal data as described in the Privacy Policy.
19.1.3 You acknowledge that the Technology Provider may transfer personal data to third-party service providers, affiliates, and jurisdictions outside your country of residence.
19.2Data Collection.
19.2.1 The Technology Provider collects information including but not limited to:
- (a) Identity and contact information;
- (b) Financial and payment information;
- (c) Transaction history and activity;
- (d) Device and usage data;
- (e) Communications with the Platform;
- (f) Information from third-party services (identity verification, payment processors, blockchain data).
19.3Use of Data.
19.3.1 The Technology Provider uses collected data to:
- (a) Operate, maintain, and improve the Platform;
- (b) Process Transactions and provide services;
- (c) Conduct AML/KYC verification and fraud prevention;
- (d) Comply with legal obligations and respond to legal processes;
- (e) Communicate with Users;
- (f) Analyze Platform usage and develop new features;
- (g) Enforce these Terms;
- (h) Protect the rights, property, and safety of the Technology Provider and Users.
19.4Data Sharing.
19.4.1 The Technology Provider may share data with:
- (a) Service providers and contractors who assist in Platform operations (including KYC / KYB data as relevant);
- (b) Payment processors and financial institutions;
- (c) Identity verification and AML/KYC providers;
- (d) Law enforcement, regulators, and governmental authorities;
- (e) Legal advisors and auditors;
- (f) Parties involved in corporate transactions (mergers, acquisitions);
- (g) Other Users to the extent necessary to facilitate Transactions;
- (h) With your consent or as directed by you.
19.5Blockchain Transparency.
19.5.1 You acknowledge that transactions on public blockchains are transparent and publicly visible.
19.5.2 Transaction data, Digital Wallet addresses, and Tokenized Asset holdings may be publicly accessible on blockchain explorers.
19.5.3 The Technology Provider is not responsible for privacy implications arising from blockchain transparency.
19.6Data Retention.
19.6.1 The Technology Provider retains data for as long as necessary to provide services, comply with legal obligations, resolve disputes, and enforce agreements.
19.6.2 Even after Account termination, certain data may be retained to comply with regulatory requirements.
19.7Data Security.
19.7.1 The Technology Provider implements commercially reasonable security measures to protect data from unauthorized access, alteration, disclosure, or destruction. However, no system is completely secure. The Technology Provider does not guarantee absolute security and is not liable for security breaches beyond its reasonable control.
19.7.2 You are responsible for maintaining the security of your Account credentials and devices.
19.8User Rights.
19.8.1 Subject to applicable law, you may have rights including:
- (a) Access to your personal data;
- (b) Correction of inaccurate data;
- (c) Deletion of data (subject to legal retention requirements);
- (d) Restriction or objection to processing;
- (e) Withdrawal of consent.
19.8.2 To exercise these rights, contact the Technology Provider by logging on to the Platform using your account.
19.8.3 The Technology Provider may require verification of identity before responding to requests.
20.THIRD-PARTY SERVICES AND SMART CONTRACTS
20.1Third-Party Services.
20.1.1 The Platform integrates with or relies upon various third-party services including but not limited to:
- (a) Payment processors and financial institutions;
- (b) Identity verification and AML/KYC providers;
- (c) Blockchain networks and infrastructure providers;
- (d) Cloud hosting and data storage services;
- (e) Analytics and monitoring services;
- (f) Communication and notification services.
20.1.2 Use of third-party services is subject to their respective terms and conditions, which you are responsible for reviewing and accepting.
20.1.3 The Technology Provider is not responsible for:
- (a) The availability, performance, or security of third-party services;
- (b) Changes to third-party terms, fees, or functionality;
- (c) Termination or discontinuation of third-party services;
- (d) Data breaches or security incidents affecting third-party services;
- (e) Disputes between you and third-party service providers.
20.1.4 The Technology Provider may change, add, or remove third-party service integrations at any time without notice.
20.2Payment Processor Terms.
20.2.1 Fiat currency payment processing is provided by third-party payment processors.
20.2.2 You must comply with all terms and conditions imposed by payment processors.
20.2.3 The Technology Provider is not responsible for payment processor fees, delays, errors, or account closures.
20.2.4 Payment processor accounts are separate from Platform Accounts and subject to independent verification and compliance requirements.
20.3Blockchain Networks.
20.3.1 The Platform facilitates interaction with various blockchain networks, which are decentralized public networks not controlled by the Technology Provider.
20.3.2 The Technology Provider is not responsible for:
- (a) Blockchain network performance, congestion, or downtime;
- (b) Transaction fees (gas fees) which fluctuate based on network conditions;
- (c) Failed or delayed transactions due to network issues;
- (d) Blockchain forks, protocol changes, or hard forks;
- (e) Consensus failures, 51% attacks, or other blockchain vulnerabilities;
- (f) Smart Contract bugs or exploits on the underlying blockchain.
20.3.3 You acknowledge that blockchain transactions are generally irreversible and the Technology Provider cannot reverse, cancel, or modify blockchain transactions.
20.4Smart Contracts.
20.4.1 Tokenized Assets may be implemented through Smart Contracts deployed on blockchain networks by the Asset Owner.
20.4.2 Smart Contracts are autonomous code that executes automatically based on predefined conditions.
20.4.3 The Technology Provider may provide interfaces, templates, or tools for Smart Contract deployment to the Asset Owner but does not control Smart Contracts.
20.4.4 YOU ACKNOWLEDGE AND AGREE THAT:
- (a) Smart Contracts may contain bugs, vulnerabilities, or design flaws;
- (b) Smart Contracts may not function as intended;
- (c) Smart Contract code is immutable once deployed and cannot be modified;
- (d) Exploitation of Smart Contract vulnerabilities may result in loss of funds or Tokenized Assets;
- (e) The Technology Provider is not responsible for Smart Contract errors, failures, or losses;
- (f) You are solely responsible for reviewing and understanding Smart Contract code before interacting with it;
- (g) You should obtain independent security audits of Smart Contracts before deployment.
20.4.5 The Technology Provider makes no warranties regarding Smart Contract functionality, security, or fitness for purpose.
20.5Third-Party Content and Links.
20.5.1 The Platform may contain links to third-party websites, applications, or resources.
20.5.2 The Technology Provider does not endorse and is not responsible for third-party content, websites, or resources.
20.5.3 You access third-party links at your own risk and subject to their terms and policies.
20.6API and Integrations.
20.6.1 The Platform may provide application programming interfaces (APIs) or allow third-party integrations.
20.6.2 Use of APIs is subject to separate API terms and conditions.
20.6.3 The Technology Provider may modify, restrict, or discontinue API access at any time.
20.6.4 You are responsible for any third-party applications or integrations you authorize to access your Account.
21.FORCE MAJEURE
21.1Force Majeure Events.
21.1.1A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the Technology Provider, including but not limited to:
- (a) Acts of God, natural disasters, earthquakes, floods, hurricanes, pandemics, epidemics;
- (b) War, terrorism, civil unrest, riots, insurrection;
- (c) Government actions, embargoes, sanctions, regulatory changes;
- (d) Labor disputes, strikes, lockouts;
- (e) Telecommunications or internet failures;
- (f) Cyber attacks, hacking incidents, distributed denial of service attacks;
- (g) Blockchain network failures, forks, or consensus failures;
- (h) Third-party service failures or outages;
- (i) Power outages or infrastructure failures;
- (j) Any other event that makes performance impossible or impracticable.
21.2Effect of Force Majeure.
21.2.1 The Technology Provider shall not be liable for any failure or delay in performance of obligations under these Terms resulting from a Force Majeure Event.
21.2.2During a Force Majeure Event, the Technology Provider's obligations are suspended to the extent affected by the event.
21.2.3 The Technology Provider will make commercially reasonable efforts to:
- (a) Mitigate the effects of the Force Majeure Event;
- (b) Resume normal operations as soon as reasonably practicable;
- (c) Notify Users of significant disruptions where feasible.
21.2.4 If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected services by written notice.
21.3No Compensation.
21.3.1 Users are not entitled to compensation, refunds, or damages for losses arising from Force Majeure Events.
22.AMENDMENTS TO TERMS
22.1Right to Modify.
22.1.1 The Technology Provider reserves the right to modify, amend, or update these Terms at any time in its sole discretion.
22.1.2 Modifications may be made to, including but not limited to the following:
- (a) Reflect changes in law or regulatory requirements;
- (b) Address new features or services;
- (c) Improve clarity or address ambiguities;
- (d) Respond to security threats or operational needs;
- (e) Adjust fees or business terms;
- (f) For any other reason the Technology Provider deems appropriate.
22.2Notice of Modifications.
22.2.1 The Technology Provider will provide notice of material modifications by:
- (a) Posting the updated Terms on the Platform with a revised "Effective Date";
- (b) Sending notice to your registered email address; or
- (c) Displaying a notification on the Platform; or
- (d) Other reasonable means.
22.2.2 For non-material changes, posting on the Platform may constitute sufficient notice.
22.3Acceptance of Modifications.
22.3.1 Your continued use of the Platform after the Effective Date of modified Terms constitutes your acceptance of the modifications.
22.3.2 If you do not agree to the modified Terms, you must immediately cease using the Platform and may terminate your Account in accordance with Section 15.3.
22.3.3 Termination for disagreement with modified Terms does not relieve you of obligations incurred prior to termination.
22.4Review Responsibility.
22.4.1 You are responsible for regularly reviewing these Terms to stay informed of modifications.
22.4.2 The Technology Provider will maintain the current version of these Terms on the Platform with the applicable Effective Date clearly displayed.
23.GOVERNING LAW AND DISPUTE RESOLUTION
23.1Governing Law.
23.1.1 These Terms and any disputes arising out of or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflicts of law principles.
23.1.2 The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
23.2Arbitration Agreement.
23.2.1 PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
23.2.2Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or any Transaction (including any dispute regarding the existence, validity, or termination of these Terms or this arbitration agreement) (a "Dispute") shall be resolved by binding arbitration administered by the BVI International Arbitration Centre (BVI IAC) in accordance with its Arbitration Rules then in force.
23.2.3 The arbitration shall be conducted by a single arbitrator appointed in accordance with the BVI IAC Arbitration Rules.
23.2.4 The seat of arbitration shall be the British Virgin Islands.
23.2.5 The language of the arbitration shall be English.
23.2.6The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
23.3Exceptions to Arbitration.
23.3.1 Notwithstanding Section 23.2, either party may:
- (a) Seek injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm or protect Intellectual Property Rights;
- (b) Report suspected criminal activity to law enforcement.
23.3.2 These exceptions do not waive the arbitration requirement for other aspects of the Dispute.
23.4Class Action Waiver.
23.4.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
23.4.2 YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING.
23.4.3 THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR CONDUCT CLASS OR REPRESENTATIVE PROCEEDINGS.
23.4.4 If this class action waiver is found to be unenforceable, the arbitration agreement in Section 23.2 shall be void and Disputes will be resolved in court as provided in Section 23.6.
23.5Costs and Fees.
23.5.1Each party shall bear its own attorneys' fees and costs in connection with arbitration, except as otherwise provided in the arbitrator's award or applicable law.
23.5.2The arbitrator may award attorneys' fees and costs to the prevailing party where permitted by law or these Terms.
23.5.3 Administrative and arbitrator fees shall be allocated in accordance with the BVI IAC Arbitration Rules.
23.6Jurisdiction and Venue (If Arbitration Does Not Apply).
23.6.1 If for any reason the arbitration provisions in Section 23.2 do not apply to a Dispute, or if a Dispute falls within the exceptions in Section 23.3:
- (a) The courts of the British Virgin Islands shall have exclusive jurisdiction over the Dispute;
- (b) Venue shall be in the British Virgin Islands;
- (c) You irrevocably waive any objection to jurisdiction or venue in the British Virgin Islands;
- (d) You waive any right to trial by jury.
23.7Time Limitation on Claims.
23.7.1 Any claim or cause of action arising out of or related to these Terms or the Platform must be commenced within one (1) year after the claim or cause of action arose, or such claim is permanently barred.
23.7.2 This limitation applies regardless of any statute of limitations that might otherwise apply.
23.8Informal Resolution.
23.8.1 Before initiating arbitration or court proceedings, you agree to attempt to resolve the Dispute informally by contacting the Technology Provider and providing a detailed description of the Dispute.
23.8.2 The parties agree to negotiate in good faith for at least thirty (30) days before proceeding to arbitration or court.
24.MISCELLANEOUS PROVISIONS
24.1Entire Agreement.
24.1.1 These Terms, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and the Technology Provider regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.
24.2Severability.
24.2.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator:
- (a) The provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties;
- (b) If modification is not possible, the provision shall be severed and the remaining provisions shall remain in full force and effect;
- (c) The invalidity of any provision shall not affect the validity of the remaining provisions.
24.3Waiver.
24.3.1 No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
24.3.2The Technology Provider's failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.
24.3.3 Any waiver must be in writing and signed by an authorized representative of the Technology Provider.
24.4Assignment.
24.4.1 You may not assign, transfer, or delegate these Terms or your rights or obligations hereunder without the prior written consent of the Technology Provider.
24.4.2 The Technology Provider may freely assign or transfer these Terms or any rights or obligations hereunder, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.
24.4.3 Any attempted assignment or transfer in violation of this Section shall be void.
24.4.4 These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
24.5No Third-Party Beneficiaries.
24.5.1 These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.
24.5.2 No person or entity other than the parties (and their permitted successors and assigns) has any right to enforce any provision of these Terms.
24.6Relationship of Parties.
24.6.1 Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and the Technology Provider.
24.6.2 You are an independent contractor and have no authority to bind the Technology Provider or make representations on its behalf.
24.7Notices.
24.7.1 All notices to the Technology Provider must be sent to [email protected].
24.7.2 All notices to you may be provided by:
- (a) Email to your registered email address;
- (b) Posting on the Platform;
- (c) In-Platform notification or message; or
- (d) Mail to your registered address.
24.7.3 Notices are deemed delivered:
- (a) If by email, when sent (provided no bounce-back is received);
- (b) If by posting, when posted;
- (c) If by in-Platform notification, when displayed;
- (d) If by mail, five (5) Business Days after mailing.
24.7.4 You are responsible for maintaining accurate contact information and checking for notices regularly.
24.8Language.
24.8.1 These Terms are drafted in English. If these Terms are translated into other languages, the English version shall prevail in case of any conflict or inconsistency.
24.9Electronic Communications.
24.9.1 You consent to receive communications from the Technology Provider electronically, including via WhatsApp, Telegram, email, in-Platform notifications, or posting on the Platform or other forms of social media.
24.9.2 You agree that electronic communications satisfy any legal requirement that communications be in writing.
24.10Survival.
24.10.1 The following provisions survive termination or expiration of these Terms:
- (a) Definitions and Interpretation (Section 1);
- (b) Intellectual Property (Section 12);
- (c) Fees and Taxes (Section 13);
- (d) Risk Disclosures (Section 10);
- (e) Disclaimers of Warranties (Section 16);
- (f) Limitation of Liability (Section 17);
- (g) Indemnification (Section 18);
- (h) Privacy and Data Use (Section 19);
- (i) Governing Law and Dispute Resolution (Section 23);
- (j) Miscellaneous Provisions (Section 24);
- (k) Any other provision that by its nature should survive.
24.11Full Force and Effect.
24.11.1 These Terms remain in full force and effect while you access or use the Platform.
24.11.2 If you cease using the Platform, these Terms continue to apply to any past use and any obligations that arose during the period of use.
24.12Updates to Contact Information.
24.12.1 For questions, concerns, or notices regarding these Terms or the Platform, contact:
Toyow Technologies (BVI) Ltd
Attention: Customer Support Team
Address: Suite 5, Oleander Building, Port Purcell, British Virgin Islands
Email: [email protected]
24.13Discretionary Incentives.
The Technology Provider may, from time to time and at its discretion, provide credits, perks, incentives, or other benefits to users, subject to such eligibility criteria, conditions, limitations, and terms as may be specified by the Technology Provider. Users may review the applicable terms and conditions governing such credits, perks, or other benefits on the Platform.
24.14User Acknowledgment and Acceptance.
BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THESE TERMS, YOU UNDERSTAND THE RISKS DISCLOSED HEREIN, YOU AGREE TO THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AND YOU HAVE CONSULTED WITH ADVISORS AS YOU DEEM NECESSARY.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.