Terms of use

Acceptance of the Terms and Conditions.
This is an agreement between Xchain Technologies FZCO (the "Company", “Toyow”, “us”, “we”, or “our) the owner and operator of the www.toyow.com website (the "Website") and the Toyow mobile application (the “Mobile Application”) (together the “Platform”), and you ("you", "You", “your” or “Your”), a User of the Platform. By using the Platform, you acknowledge and agree to these Terms and Conditions (the “Terms”) and also the Privacy Policy, and is incorporated by reference. If you choose to not agree with any of these Terms, you may not use the Platform.
  • Eligibility

    You must be eighteen (18) years old or over to create an account (“Toyow Account”) and use the Toyow website. By using the website or registering for a Toyow Account, you represent and warrant that you have the right, authority, and capacity to enter into an agreement on these terms and to abide by these terms. You also represent and warrant that your Toyow Account is personal and will only be used by you.
  • Change to Terms and Conditions

    • 2.1Toyow reserves the right, in its sole discretion, to change these Terms("Updated Terms") from time to time without prior notice or intimation.
    • 2.2Notice of Updated Terms. Unless Toyow makes a change for legal or administrative reasons, Toyow will attempt to provide reasonable advance notice before the Updated Terms become effective. You agree that Toyow may notify you of the Updated Terms by posting them on the Site
    • 2.3Acceptance of Updated Terms. Your use of the Platform after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. You should review these Terms and any Updated Terms before using the Platform.
    • 2.4Effective Date of Updated Terms. The Updated Terms will be effective as of the time of posting, or such laterdate as may be specified in the Updated Terms, and will apply to your useof the Platform from that point forward.
  • Definitions and Interpretations.

    In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:
    • AML means adherence to the standards under VARA Virtual Assets and Related Activities Regulations 2023 and all associated regulations and rules in respect of the deposit, purchase or sale of Customer Funds, Digital Collectables, Assets, Securitized Token Offerings and Real World Asset backed tokens;
    • AML Regulations means applicable adherence to the standards under VARA Virtual Assets and Related Activities Regulations 2023;
    • AML Policy means the policies and programs maintained by Toyow to comply with AML Regulations;
    • Business Day means a day that is not a Saturday, Sunday or public holiday in the United Arab Emirates and/or India;
    • Customer Funds or Customer Deposits means money (fiat) deposited into our third party partner to facilitate creation, purchase or sale of Customer Assets by the user on the ToYoW Platform;
    • Customer Assets means Digital Collectables, Assets, Securitized Token Offerings;
    • Digital Collectables means all tokens whether Fungible, Semi Fungible or Non Fungible in Nature as well as all Real World Asset backed tokens And which are not classified as Assets and Securitized Token Offerings;
    • Assets means Digital Payment Tokens used by the user for the purpose of fee payments on the Platform;
    • Securitized Token Offerings means and refers to all tokens that fall under the definition of Security Tokens as defined under the DFSA's "Security Tokens Offerings - Guidance and Regulatory Framework" paper;
    • User Asset Account or Account means and entails the overall term for all wallets and accounts that the User holds with the Company on the Toyow Platform including all Customer Assets;
    • Company means XChain Technologies FZCO, [Registration No: DSO-FZCO-18065], as the context may require;
    • Competent Authority means the IFZA licensing authority or such other relevant government authority (as the case may be);
    • Dispute means a dispute, controversy or claim between any of the parties as to the construction of these Terms of Use, the rights or obligations of a part under these Terms of Use; or any other matter arising out of or relating to these Terms of Use;
    • Force Majeure shall mean and include any cause arising from or attributable to acts, or events, beyond the reasonable control of Toyow, including natural calamity, strikes, terrorist action or threat, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, structural damage, epidemic or other natural disaster, calamity, attacks including through computer viruses, hacking, denial of service attacks, ransomware or other manmade disruptions or any law, order enactment, statutory direction, legislation, regulation, rule or ruling of government or any court of law or of a Government or regulatory authority;
    • KYC means know your customer requirements under the AML Act or the AML Regulations as may be applicable;
    • Privacy Policy means the privacy policy of the company available at www.toyow.com/privacy-policy;
    • Digital Payment Token has the same meaning as defined in the applicable VARA guidelines;
    • User or Client shall mean persons availing of the Toyow Services (as defined below), directly or indirectly, and are referred to herein as “Users”;
    • Toyow Platform shall either exclusively or collectively mean and include Toyow Android App, Toyow iOS App (collectively, “Toyow App”) or Toyow Web app (“Web version”), Toyow website “www.toyow.com” (“Toyow Website”) and other web assets on the toyow.com domain, together with the Toyow Developer Portal, Public APIs and secure authentication for Users;
    • Toyow Services means the services made available from time to time on the Toyow Platform.
  • Your account.

    • 4.1Account Creation. You must complete the registration process by providing Toyow with current, complete, and accurate information as prompted by the applicable registration form. You also will choose a password and an email address.
    • 4.2Responsibility for Account. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Toyow immediately of any unauthorized use of your account or any other breach of security.
    • 4.3Liability for Account Misuse. Toyow will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Toyow or another party due to someone else using your account or password.
    • 4.4Closure of the Account. You may close your account at any time by contacting Toyow on the email- [email protected] the specified support channel and requesting to do so. Toyow may, at any time without notice in our sole discretion, withdraw your account and suspend, restrict or withdraw your access to the Platform, including if we cease the operation of the Platform, or if we believe that your account has been used by someone else or if in our opinion, you are abusing the use of the Platform or if you fail to comply with one or more terms of these Terms. We also reserve the right to file claims under applicable laws and regulatory recourse for misuse of the platform.
  • Account Security.

    Toyow cares about the integrity and security of your personal information.However, Toyow cannot guarantee that unauthorized third parties will never be able to defeat the Platform's security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your personal information at your own risk.
  • License.

    During the term of this agreement, Toyow grants you a limited, non-exclusive, non-transferable license to access the Platform for your personal and non-commercial use in accordance with the Terms.
  • Paid Services.

    Fees.
    Toyow may at any time charge fees for access to the Platform.Fees may be subject to change and will be notified within the product as well as on our website. Users are expected to stay updated with the current fees on these channels only.
    Rates.
    You will pay all fees and charges incurred through your account at the rates in effect for the billing period when they are incurred. You will be billed for and pay all fees and charges, along with all applicable taxes, relating to your use of the Platform through your account.
  • Terms of Payment.

    You agree to pay any amounts charged by Toyow (the “Toyow Fee”). Payment is done via a third-party payment gateway. Toyow will never hold customer deposits, these will be held in custody by our third party partners and remain under control of the user.
    Toyow Fees will be inclusive of applicable taxes where required by law, including any VAT or sales tax. Charges and Toyow Fees paid by you are final and non-reimbursable, unless otherwise determined by Toyow.
    Toyow Fees are due immediately and payment will be facilitated by Toyow using a third-party online payment gateway. You will receive a notification when the payment is successfully done.
    Toyow reserves the right to establish, remove and/or revise Toyow Fees at any time at Toyow's sole discretion. Further, you acknowledge and agree that Toyow Fees applicable in certain geographical areas may differ substantially from other geographical areas. Toyow will use reasonable efforts to inform you of Toyow Fees that may apply, provided that you will be responsible for Toyow Fees incurred under your account regardless of your awareness of such Toyow Fees, as applicable, or the amounts thereof.
  • Promo Codes.

    If the Platform issues promotion codes that allow discounted and/or free access to one or more services, such Promo Codes (a) may be revoked at any time by us with or without notice to you.
  • Intellectual Property Rights.

    The design, trademarks, service marks, and logos of the Platform ('Marks'), are owned by or licensed to Toyow, subject to copyright and other intellectual property rights under United Arab Emirates and foreign laws and international conventions. The Company reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of any of the Platform other than expressly permitted.
  • Definitions and Interpretations.

    In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:
    • copying, distributing, or disclosing any part of the Platform in any medium without specific written authorisation of the Board, including without limitation by any automated or non-automated "scraping";
    • transmitting spam, chain letters, or other unsolicited email;
    • attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
    • taking any action that imposes or may impose, at our sole discretion, an unreasonable or disproportionately large load on the Platform infrastructure;
    • uploading invalid data, viruses, worms, or other software agents through the Platform;
    • collecting or harvesting any personally identifiable information, including account names, from the Platform;
    • using the Platform for any commercial solicitation purposes;
    • impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
    • interfering with the proper working of the Platform;
    • accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform, or bypassing the measures we may use to prevent or restrict access to the Platform, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content.
    • promote hateful and hate-inducing messages in any shape and form, offensive and denigrating content, sexually suggestive or explicit content, religious or political content designed to create animosity.
    While we will endeavour to allow artistic expression and maintain freedomof speech, the platform reserves the right to delist any content it deems improper and which have an adverse effect on the platform's goodwill.
    Notwithstanding anything contrary contained herein, while the Platform onbest effort basis, will employ reasonable measures to moderate the content, however, the User warrants that the User Content is in accordance with the applicable laws and policies and in no event shall the Platform be liable for any damage caused to anyone whatsoever due to User's content. Further, views expressed by the User will always belong tothe User and understood to be said or expressed in User's individual capacity and notwithstanding with Platform's other remedies set forth in this Agreement or by law, the User shall compensate to the Platform any damages deriving from the User Content, including but not limited to these arising of other User's compensation, decisions of court, government or other suitable authorities.
  • User Content.

    • 12.1Content Ownership. You retain all ownership rights allocated to the Digital Collectable ( “ Asset “thereafter) to content uploaded to the Platform up until you choose to sell the asset at which point you will relinquish rights associated with it.
    • 12.2Content License. By submitting content to the Platform, you grant Toyow a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Platformand Toyow's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels.
  • Third-Party Content.

    Through the Platform, you will have the ability to access and/or use content provided by third parties. Toyow cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise. Toyow disclaims any responsibility or liability related to your access or use of any third-party content.
  • Privacy.

    For information about how Toyow collects, uses, and shares your information, please review our Privacy Policy. You agree that, by using thePlatform, you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of that information (including the transfer of this information to the United Arab Emirates or other countries for Toyow's storage, processing, and use).
  • Suspension and Termination of Access.

    • 15.1Toyow may suspend or terminate your access to the Platform immediately without prior notice and without further obligation or liability to you if, in Toyow's sole discretion, it determines that you have breached or failed to comply with any provision(s) of the Terms. Toyow may also suspend your access to the Platform or terminate the Terms at any time without written notice to you for any reason whatsoever.
    • 15.2If the Terms are terminated for any reason, you are still bound by the Terms as set out herein. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of the Terms.
    • 15.3Toyow has no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension or discontinuance of the Platform in accordance with the Terms. You agree that you shall not make any claim against Toyow, including with respect to any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Platform or the Terms.
  • Disclaimers.

    The Platform is provided "as is," without any warranties of any kind. To the fullest extent permissible under applicable law, Toyow disclaims all such warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability.
  • Limitation on Liability.

    Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
  • Indemnification.

    You shall indemnify, defend and hold harmless Toyow and its collaborators, suppliers and licensors, and their officers, directors, agents, and employees from and against any claim, proceeding, loss, damage, fine, penalty, interest, and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with:
    • a.your use of the Platform;
    • b.your breach of this agreement;
    • c.violation of law;
    • d.your submission, posting, or transmission of User content to the Platform; orviolation of the rights of a third party.
    • e.unsolicited breaches that may occur due to malicious third party acts.
  • Dispute Resolution.

    These Terms of Use will be governed by and construed in accordance withthe laws of the Emirate of Dubai and the applicable laws of the United Arab Emirates. Parties hereby irrevocably consent to the non-exclusive jurisdiction of the courts of Dubai for any actions, suits or proceedings arising out of or relating to this Agreement or any of its terms.
  • Amendment.

    The website/platform policies may be changed/updated as per requirements and standards. Hence you are encouraged to frequently visitthis section in order to be aware of the latest updates to this Agreement. Modifications will be effective on the day they are posted. If you do not accept any change to the Agreement, you should stop using the Site immediately. Your continued use of the Site following any change constitutes your acceptance of the change and you will be legally bound by the new updated Agreement. If, for any reason, any part of the Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, then to the extent that term is illegal, invalid or unenforceable, it shall be severed and deleted from the Agreement and the remainder of the Agreement shall survive, remain in full force and effect, and continue to be binding and enforceable. No failure or delay by us in exercising any right, power or privilege under the Agreement shall operate as a waiver of such right or acceptance of any variation of the Agreement and nor shall any single or partial exercise by us of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege. Nothing in the Agreement shall confer or purport to confer on any other third party any benefit or the right to enforce any term of the Agreement.
  • Language.

    This Agreement and any information or notifications that we are to provide will be provided to you in English languages. Any translation of this Agreement or other documents to any other language may be provided for your convenience only but shall not form the basis of determining the prevailing language. In the event of any inconsistency between the English language version and other versions of this Agreement or other documents and where the Agreement or other document are to be used in a legal proceeding, the English language shall prevail.
  • Survival.

    All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, Toyow Account cancellation, debts owed to Toyow, general use of the Toyow Site, disputes with Toyow, and general provisions, will continue to be binding and operate after the termination or expiration of this Agreement.
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