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Terms of Service

Token Flow Insights SA, Route des Jeunes 105a, 1212 Grand-Lancy

Version 2.0, September 2022

1. Scope

These Terms of Service ("Terms") govern the access to and the use of analytical tools, decoders, datasets, data services, blockchain insights services, and other related services whether provided directly or via applications, marketplace, or other routes as well as the websites listed below and any other pages or subdomains (all together referred to as "Services"), provided by Token Flow Insights SA, Route des Jeunes 105A, 1212 Grand-Lancy Geneva, Switzerland ("TFI").

Websites operated by TFI are the following, including any subdomains or subpages:

(each alone "Website" and together "Websites").

To access the Services provided by TFI, you ("Customer") must agree to and abide by these Terms. These Terms incorporate by reference TFI's Privacy Policy which can be found here ("Privacy Policy"), TFI's Cookies Policy which can be found on the respective Website, and any explicitly mentioned provisions available on TF Website or the respective application, marketplace or other route through which the Services are delivered. By accessing or using TFI's Services, the Customer accepts the Terms, which constitutes a legally binding agreement ("Agreement") between TFI and the Customer (each separately "Party" and together "Parties"). If not explicitly agreed otherwise by TFI, the application of the Customer's terms and conditions is excluded.

The Parties may conclude an individual contract for bespoke Services provided by TFI ("User Agreement"), if such a separate User Agreement is required by TFI on a case-by-case basis. By signing the User Agreement, the Customer expressly acknowledges these Terms and accepts them. In the event of contradictions between the User Agreement and the Terms, the User Agreement shall take precedence.

If the Customer does not agree to these Terms, the Customer shall not visit the Websites, subdomains, and pages operated by TFI or use, or access the Services. Unless explicitly stated otherwise on the Websites, any reference to products or services is for informational purposes only and does not constitute an offer to buy or sell any products or services.

Provisions of these Terms apply to the Services regardless of whether provided directly by TFI or via third-party services, including applications, data marketplaces or other routes.

2. Services & Access to the Services

Services are delivered through a number of Websites, APIs, applications, data marketplaces and third party applications, services and marketplaces or any other delivery route ("Distribution channels"). An overview of provided Services, pricing list, available subscription plans, and specific instructions on how to use the Services can be found on the relevant Service or Distribution channel.

The Services will be accessible to the Customer in their then-current version and according to the Terms. To gain full access to the Services, the Customer may be required to register and create an account and/or generate an API or other access key or token. Bespoke or non-standard Services may also require entering into a User Agreement.

TFI constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, TFI will notify only Customers that are directly affected by such changes, and where reasonably possible.

As a part of the development and improvement process, TFI may offer some of the Services also in previews or test versions typically referred to Alpha, Beta or Test versions of Services (together "Test Version"). The Customer understands and acknowledges that the Test Version is still in development, the risk of defects, errors, incompatibility, or unavailability is significantly increased and TFI does not guarantee any level of accuracy, completeness, timeliness, availability or performance in any other way, of the Test Version. The Customer acknowledges that TFI is not obliged to inform the Customer about any updates or modifications to the Test Version. TFI reserves the right to end a Service provided as Test Version at any time without a reason at its sole discretion.

If any contests or promotions are made available through the Services, special rules and requirements may apply. Please review applicable rules as well as TFI's Privacy Policy before taking part in any contest or promotion. In case of conflict between these Terms and the special rules, the special rules will apply.

3. Representations of the Customer

In order to access or use the Services, the Customer represents and warrants that:

  • If a natural person, the Customer is over the age of 18 and eligible to enter into the Agreement and use the Websites and/or Services.
  • The Customer will obey all applicable laws and regulations in connection with using the Websites and Services and is not prohibited by law or regulation from using them.
  • The Customers it not located or does not have seat or residence in the following non-supported countries: Belarus, Burma (Myanmar), Burundi, Central African Republic, Congo, Côte d'Ivoire, Cuba, Iran, Iraq, Lebanon, Liberia, Libya, Mali, Nicaragua, North Korea, Somalia, South Sudan, Sudan, Syria, Crimea (Ukraine/Russia), Venezuela, Yemen, and Zimbabwe.
  • The Customer does not use Virtual Private Network software or any other privacy or anonymization tool or technique to circumvent any restrictions which apply to the Services, especially those which restrict the geographical availability of the Services.

In case TFI at any point discovers that the Customer does not comply with the above-mentioned representations, it reserves the right to immediately stop providing the Services without prior notice to the Customer.

4. Payment

The Customer's access to the Services may be subject to payment of the fees, which are, except where prohibited by law, non-cancellable and non-refundable. Available subscription plans, associated fees, and possible payment methods are available on the relevant Website, Service, or Distribution channel. The purchase or subscription terms will be clearly communicated to the Customer at the time of purchase.

If not agreed upon or indicated on the relevant Website, Service or Distribution channel otherwise, the flat fees are payable within the period indicated upon subscription sign-up or on the invoice; otherwise, within 30 days from the invoice being issued.

If not agreed upon or indicated on the relevant Website, Service or Distribution channel otherwise, any recurring subscription fees are payable in advance on a monthly basis, by the last day of the previous subscription period. Such subscriptions will automatically renew according to the indicated recurring interval unless terminated in accordance with this Agreement and any notice periods indicated on the relevant Website, Service or Distribution channel. TFI will charge the Customer the applicable fee using the selected payment method.

In case the automatic billing method fails for any reason, TFI may issue an electronic invoice.

If not otherwise agreed between the Parties or indicated on the Website, Service, or Distribution Channel, all fees are in USD and exclude VAT.

TFI may change the fees and the price of its Services at any time at its sole discretion. Such changes will be effective from the upcoming subscription period and the Customer will be notified in advance of any change.

Termination does not release the Customer from its obligation to pay any outstanding fees for Services delivered up to the date of effective termination. All due or invoiced fees remain payable.

5. Free Trial and Services

TFI may, at its sole discretion, offer a free trial of its subscription for a limited period of time or other basis, or may choose to offer some selected Services for free on an ongoing basis.

The Customer may be required to enter billing information in order to sign up for or access the free trial.

In relation to a limited free trial, the Customer will not be charged until the free trial has expired and unless the subscription has been canceled before the free trial period expires, the Customer will be automatically charged the applicable subscription fee for the selected subscription on the last day of the free trial period.

6. Rights & Obligations of TFI

TFI may amend the Terms from time to time at its sole discretion by publishing an updated version of the Terms on the Websites. Where possible, TFI will electronically notify the Customer of any material changes to the Terms. The Customer should check the Terms regularly and only use the Services upon acceptance of the changes to the Terms. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the Terms.

If the Customer disagrees with the material change to the Services or Terms (including changes of the respective fees), it may terminate the Agreement within 1 month from TFI's notice where applicable, otherwise from the publication of the respective change. Such termination is effective from the date the changes take effect or the delivery date of the termination notice if occurred after the changes took effect.

TFI has the following obligations:

  • To use reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.
  • To render the Services in accordance with applicable laws.

TFI reserves the following rights:

  • Right to immediately stop providing Services or access to the Websites in the case of breach of the Agreement, illegal use of the Services, or in case the applicable fees have not been paid or the Customer asked promptly for chargeback,
  • Right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services or Websites ("Feedback"). TFI may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to TFI and acknowledges it has no claim in relation to the Feedback.

7. Rights & Obligations of Customer

The Customer agrees to use the Services in compliance with the Agreement and legal and moral obligations applicable in the territory where they are located.

The Customer has no right to redistribute, commercially use, or provide any other form of direct or indirect access for other parties to use the Service, including underlying data, derived datasets, analytics, or other outputs obtained wholly or in part by using the Services unless explicitly allowed by the relevant license or agreed between the Parties in a separate agreement. Unless explicitly allowed by the Terms, respective license, or agreed between the Parties, the Customer has no right to share or redistribute the Services, datasets or other outputs, created wholly or in part by using the Service in applications, dashboards, APIs, query engines/editors or other services without the explicit written consent of TFI.

Where not explicitly allowed, the Customer agrees it will not try to copy, decompile, reverse engineer, modify, translate or disassemble any part or content of the Services.

The Customer has the following obligations:

  • To provide and maintain correct and accurate data and information necessary for the use of Services, including complete billing and payment information.
  • To use the Services securely and in accordance with the Terms.
  • To protect any account credentials and to not share them with any third person.
  • To immediately inform TFI of any unauthorized use of account credentials.
  • To not circumvent or attempt to circumvent any security protection of the Websites or Services (including but not limited to creating multiple free or lower price tier accounts for the same Customer or group of Customers; and/or scraping, using bots, or otherwise copying data or other outputs of the Services).
  • To not use the Websites or Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect.

The Customer has the following rights:

  • Where applicable, the Customer may receive or generate an Application Programming Interface ("API") key, or other access credential or account in order to access the Services. The Customer is responsible for its protection and shall not share them with any unauthorized third party. In case of a breach or unauthorized use of API credentials, the Customer must inform TFI immediately.
  • To publicly share on a non-commercial basis, simple analytics outputs created using the Services, such as visualizations, blogs, or other social media threads ("Community Content") provided that attribution is given as described in Section 9 (Intellectual Property) below. Any such publicly shared Community Content or other publicly shared Customer outputs may be shared by TFI and used on its Websites, Services or other communication and marketing means including listings of Community and Customer content, providing that the Customer did not explicitly disagree with such sharing and attribution to the Customer who authored it is given.

8. Term & Termination

For paid Services, either Party may terminate the Agreement at any time in a text form, subject to any notice periods indicated on the relevant User Agreement, Website, Service or Distribution channel, in the case of subscriptions having effect at the end of each subscription period or in the case of open-ended agreements with one month termination period, unless otherwise provided in the User Agreement, Website, Service or Distribution channel for the specific Service.

Free trials, Test Versions, and Services provided for free can be terminated with immediate effect at any time before the free trial period expires.

In case of a subscription plan, if an account was created or the functionality is available on the Distribution channel, the Customer may also terminate the Agreement via the account or subscription setting.

Either Party may terminate the Agreement at any time without the termination period in case of a material unremedied breach of these Terms by the other Party.

The Customer acknowledges that in cases where TFI is not able to deliver direct notice of termination because TFI does not have the Customer's contact details, particularly in the case of free trials, free Services, or Test Version, TFI may terminate access or Services without delivering a notice. Where possible, TFI will communicate changes to the provision of Services directly on the Services and/or on TFI’s social media and other company communication channels.

Termination does not affect any rights, obligations, or liabilities of either Party that have accrued before termination or are intended to continue to have an effect beyond termination.

TFI will delete the Customer's accounts, including all personal data, within a reasonable period after termination but has the right to retain data required to meet its legal, accounting, and tax obligations.

9. Intellectual Property

TFI retains all rights, titles, and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights in the Services or any part of it. The use of the Services does not transfer any ownership or intellectual property rights between the Parties.

If no other license is explicitly granted (e.g. for Services, products and tools that have been Open Sourced by TFI), or unless agreed upon between the Parties otherwise, the Customer is granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and/or Websites in accordance with the Agreement. Any other use of the Services and/or Websites, including, without limitation, copying, distributing, displaying, reproducing, creating derivative works from, or commercialization of the available content or any part of it, is strictly prohibited without TFI's prior written consent.

Any outputs and derivative works created using TFI's Services, including Community Content, must have attribution to TFI and be branded in accordance with TFI's branding guidelines which are accessible here. Any other use of TFI's name, logo, or other branding elements requires the prior consent of TFI.

Systematic retrieval (e.g. scraping) of content from the Services or the Websites outside of the intended use of the Services or Websites for any purpose without the prior written permission of TFI is strictly prohibited.

10. Data Protection

TFI takes appropriate and reasonable precautions, within the scope of technical possibilities, against data loss and to prevent unauthorized third-party access to the Customer data.

TFI's Privacy Policy explains how and for what purposes TFI collects, uses, retains, discloses, and safeguards the personal data provided by the Customer.

11. Confidentiality

The Parties may disclose to each other (directly or via the use of the Services) confidential information ("Confidential Information"). Confidential Information includes, without limitation, all data and information relating to the technological solution or its parts that have a confidential or proprietary nature, any information which is marked as confidential or has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to TFI.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered Confidential Information.

Each Party undertakes to protect all Confidential Information that becomes accessible or known based on the Terms. This confidentiality obligation remains in force even after the termination of the Agreement. TFI and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

12. Warranties

The Websites and Services, together with all content, data, information, and materials contained therein, are provided 'as is' and 'as available', without warranties or representations of any kind. TFI does not guarantee that the Services are complete, error-free, timely or that they will function without any interruption or disruption. This is particularly the case for Test Version.

TFI regularly carries out maintenance or improvements to the Websites, Services, and its infrastructure. The Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, TFI will inform the Customer about potential interruptions in advance. Any further warranty is excluded.

TFI makes no representations or warranties of any kind, either express or implied, that the links to third-party websites or services, co-branded pages, bridge pages, and related links, as well as the Services provided via third parties (including but not limited to API, repositories or digital marketplace), will be error-free and uninterrupted during the term. You may be obliged to agree to terms and conditions and various policies of external third parties when using their websites, services, or products. We strongly advise you to read them. TFI is not responsible or liable for any third-party terms and conditions or policies.

13. Liability

TFI may be liable to the Customer only in relation to direct damages resulting from TFI's proven gross negligence or willful misconduct. In all other cases and to the extent permitted by applicable law, TFI's liability is excluded, including in relation to indirect, consequential, non-financial, reputational, and other potential damages.

In particular, TFI is not liable for any damage or loss due to a technical error in the use of the Services or their outputs by the Customer, misuse of the Services by the Customer, or unauthorized account access resulting from the Customer’s actions or omissions.

TFI does not assume liability for its inability to fulfill its obligations under this Agreement in the event of force majeure e.g. natural disasters, wars, pandemics, epidemics, strikes, international trade disruptions, transmission failures, technical issues impacting blockchain infrastructure and their related processing and data pipelines, unavailability of services provided by third-party service providers or other causes reasonably beyond TFI's control.

The Customer agrees to fully indemnify TFI from and against any liabilities, costs, demands, causes of action, damages, and expenses arising in any way related to the Customer’s material breach of any of the provisions of the Terms.

14. References

The Customer entitles TFI to refer to the Customer, and to any works or products created by using TFI's Services, including the Customer's name, logo, and link to the website, social media profile, etc., for advertising purposes on TFI's Website and other platforms or marketing materials, including listing the Customer by name and/or logo as a customer of TFI, whether the Customer is using a Test Version, free, paid or any other Service provided by TFI. Any other use requires the prior consent of the Customer.

15. Miscellaneous

Notices: All notices, requests, or other communications to be given to any Party under or in connection with the Agreement must be made in writing, incl. e-mail and need to be sent:

  • to TFI's attention: to legal@tokenflow.live

  • to Customer's attention: to the last communicated or available address or email.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under these Terms without the previous consent of TFI.

Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Individual Claim: The Customer and TFI agree that any dispute arising from this contractual relationship is personal to the Customer and TFI and will be resolved solely through an individual claim and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

Governing Law and Jurisdiction: All legal relationships arising from this contractual relationship are governed exclusively by Swiss law, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of Geneva, Switzerland, have jurisdiction over all disputes arising from or in connection with the Agreement.

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