Last Updated: Mar 9, 2023
- Introduction and Acceptance of Terms
These Terms of Service (the “Terms” and, collectively with any Supplemental Terms as defined below, this “Agreement”) governs your access to and use of certain services made available by TipLink, Corp. (“Company,” “we,” “us” or “our”). Our platform includes a website made available by us (the “Website”), and the services enabled by or through the Website by providing technology that enables Users to connect a digital wallet and send and receive certain cryptocurrencies, tokens, and other digital and blockchain assets, which assets shall be listed on the Website (collectively “Digital Assets”) (such services, collectively with the Website, the “Service”). Certain features of the Service may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.
WE ARE NOT A BROKER, TRADING PLATFORM, EXCHANGE, OR CREDITOR. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. THE SERVICE ENABLES USERS TO SEND AND RECEIVE BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN ANY USERS OF THE SERVICE. YOU AGREE THAT COMPANY SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY USER IN RESPECT OF THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY DIGITAL ASSET.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF OTHER USERS OR DIGITAL ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, COMPANY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY USERS ON THE PLATFORM OR DIGITAL ASSETS SENT VIA THE SERVICE.
PLEASE BE AWARE THAT SECTION 15 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
THIS AGREEMENT IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, CREATING A TIPLINK WALLET, CONNECTING AN EXTERNAL WALLET, CREATING A TIPLINK, SENDING DIGITAL ASSETS TO ANOTHER PERSON, RECEIVING DIGITAL ASSETS TO YOUR WALLET, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to this Agreement, you may not access or use the Service.
Company reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will post the updated Agreement on the Website with a new “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Agreement, you may not access or use the Service.
- The Services
- Overview. The Services enable a software solution through which an individual (a “Sender”) is able to send Digital Assets to another person (a “Recipient”, together with Senders, the “Users”) using a URL or QR code (a “TipLink”).
- Connecting a Wallet. In order to engage with the Service and transfer Digital Assets to a Recipient, Users must either register for a Company Account (detailed below) and establish a non-custodial digital asset wallet (“Company Wallet”) or connect a third-party digital asset wallet (“External Wallet”) (each, a “Wallet”). The Services are not compatible with all External Wallets. See Website for a list of External Wallets compatible with the Services, which are subject to change in Company’s sole discretion.
- Funding a TipLink. After connecting a Wallet to the Services, Senders may transfer Digital Assets from such Wallet to a newly created TipLink. Each TipLink is itself a single-use non-custodial wallet and the Digital Assets held within the TipLink are moved and ledgered on the appropriate blockchain. Users may not transfer more Digital Assets to a TipLink than is otherwise held in the User’s connected Wallet. Company may determine, in its sole discretion at any time without notice, to place additional limits on Users’ ability to transfer Digital Assets to a TipLink, including without limitation daily limits, maximum transaction amounts, and limitations on the number of transactions that can be made in a given period of time.
- Sending a TipLink. Once a Sender creates a TipLink and transfers Digital Assets to the TipLink, the Sender is the only person with access to the TipLink. Company does not custody, log, or store TipLinks on behalf of Users. The Sender may then choose the form of the TipLink (URL or QR code), and share the TipLink to another person across any compatible medium (such as via mobile text, messenger applications, email, private direct message, etc.). Until another person accesses the TipLink, Sender may always access the TipLink they created and retrieve any Digital Assets held within the TipLink. Sender is fully and solely responsible for safeguarding any TipLink they create and for any consequence of sharing a TipLink.
- Receiving a TipLink. Once a Sender shares a TipLink with a Recipient, the Recipient is not in control of the Digital Assets held within it unless and until the Recipient accesses the TipLink. Once a Recipient accesses the TipLink, the Recipient may transfer the Digital Assets in the TipLink to a connected Wallet. If a Recipient does not have a Wallet connected to the Services, the Recipient will be prompted to connect an External Wallet or create a Company Account. At any time after accessing a TipLink, a User may scramble the TipLink and create a wholly new TipLink known only to them. The Digital Assets will remain held in the new TipLink until such time as the Recipient transfers such Digital Assets to a connected Wallet. Recipients are fully and solely responsible for safeguarding any TipLink they receive or re-create. Company does not custody, log, or store TipLinks on behalf of Users.
- Transferring Digital Assets. Company has partnered with CoinFlow, Inc. (“CoinFlow”) to enable Users to exchange Digital Assets held in a connected Wallet for fiat currency to be received by the User in an external bank account. Conversions of Digital Assets to fiat are provided separately and independently by CoinFlow. If Users elect to convert Digital Assets to fiat, Users will be transferred to a separate Coinflow domain to perform such conversion. Company is not a seller, exchange, or intermediary in any conversion of Digital Assets. User understands that Company is not a party to any agreement between CoinFlow and User and any conversion of Digital Assets to fiat is governed by CoinFlow’s Terms of Service [https://shdw-drive.genesysgo.net/35g84Hjwh713sUXnJoaDxyEHEpWYuWpXSG4AZtE3sy36/Coinflow%20Terms%20Of%20Service%2011_15.docx.pdf]. Company is not responsible for the availability, pricing, payment method, or eligibility of Digital Assets for conversion offered by CoinFlow, and Company makes no representations thereof. By engaging in a conversion of Digital Assets to fiat, User agrees to indemnify and hold Company harmless in any dispute arising from such conversion.
- Tracking. At all times during which a User holds Digital Assets in a Company Wallet, Company will internally ledger and track the User’s Digital Assets, such that it is aware of the quantity and type of Digital Assets that the User holds.
- All Rights Reserved. We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time, with or without notice to Users, in our sole discretion.
3. Creating an Account
- Account Creation. In order to use certain features of the Service you will need to register for a Company Account. At this time, you may only create a Company Account by connecting a Google profile to the Services. By logging into your Google account and granting a security token to the Service through your browser, you will create a Company Account and be granted a Company Wallet on the Torus Network. By creating a Company Account, you agree to (i) provide accurate, current, and complete Company Account information about yourself, (ii) maintain and promptly update from time to time as necessary your Company Account information, (iii) maintain the security of your password and of any device used for multi-factor authentication and accept all risks of unauthorized access to your Company Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your Company Account. You may not have more than one Company Account, and Company reserves the right to block multiple Company Accounts of the same user.
- Eligibility. In order to use the Services:
- You must be at least 18 years old or the age of majority of the jurisdiction in which you reside.
- You may not be a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure of any country or jurisdiction.
- You may not be under the control of, or a national or resident of, or otherwise reside in, Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions (“UNSCR”), or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unveriﬁed List, or Entity List.
- You may not be named on, or located in a country or territory named on, an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC Specially Designated and Blocked Persons List.
- Use of the Company Account. You agree that you will not:
- Register or attempt to register for a new Company Account without our written permission after your Company Account has been disabled or deleted by us;
- Share your Company Account password with anyone; or
- Log in or try to log in to your Company Account or otherwise access the Service through unauthorized third party applications or platforms.
- Required Information. Company may require you to provide additional information and documents at the request of any competent authority or in order to help Company comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Company may also require you to provide additional information and documents in cases where it has reasons to believe that:
- Your Company Account is being used for money laundering or for any other illegal activity;
- You have concealed or reported false identification information and other details; or
- Activities effected via your Company Account were effected in breach of this Agreement.
In such cases, Company, in its sole discretion, may, to the extent it is able to, suspend your Company Wallet until such requested additional information and documents have been reviewed by Company and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, Company may refuse to provide you access to the Services.
- User Representations. When you register for a Company Account, you hereby represent and warrant, to and for the benefit of Company, its affiliates and its and their respective representatives, as follows:
- You have all requisite capacity, power, and authority to enter into, and perform your obligations under this Agreement, including your use of any Digital Assets. The execution, delivery and performance of, and the performance of your obligations under, this Agreement have been duly authorized by all necessary action on the part of you, and no other proceedings on your part are necessary to authorize the execution, delivery or performance of your obligations under this Agreement by you.
- This Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with this Agreement.
- All information provided by you to Company and/or its third-party designees, including your name, address, social security number, and bank account ,are accurate and complete. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list.
- You are sophisticated, experienced, and knowledgeable in the Digital Assets for which you intend to use the Services in particular. Additionally, you have conducted an independent investigation of the Service and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the Digital Assets in particular, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the Digital Assets) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Company, in determining to enter into this Agreement, to use or transfer any Digital Assets pursuant to the Service, or use or interact with any part of the Service or any other User.
- You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token activities, or Digital Assets. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against, or with respect to, you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to the Service.
- You understand that you must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
- You agree that Company is not and shall not be a party to any transaction or dispute between Users.
4. Pricing and Fees
- Company may charge a fee for your use of the Services (“Company Fee”). The amount of such Company Fee may be expressed as an absolute value or as a percentage of the amount of Digital Assets transferred to a TipLink or sent via Service. Company Fee, if applicable, will always be clearly displayed. Company reserves the right to change the Company Fee at any time.
- Company may from time to time make available certain conditional offers, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Service. The rules governing such Promotion will be made available in connection with such Promotion. Company will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
- Third Party Properties may assess fees as well. Company has no responsibility for any fees imposed by Third Party Properties and any such fees shall be governed by your agreement with them.
- Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Company logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (such materials, “Content”) are the proprietary property of Company or our affiliates, licensors or users, as applicable.
- Notwithstanding anything to the contrary in this Agreement, the Service and Content may include software components provided by Company or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
- The Company logo and any Company product or service names, logos or slogans that may appear on the Service are trademarks of Company or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Company,” or any other name, trademark or product or service name of Company or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Company.
6. License to Our Service and Content; Feedback
- You are hereby granted a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Service and Content for your own personal, non-commercial use; provided, however, that such license is subject to this Agreement and does not include any right to (i) sell, resell, or use commercially the Service or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than URL-page caching) any portion of the Service or Content, except as expressly permitted by us, and (vi) use the Service or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 8 below.
- Company may from time to time change or discontinue any or all aspects or features of the Service, including without limitation by (i) altering the TipLink flows pursuant to upgrades, forks, security incident responses or chain migrations, (ii) deactivating or deleting Company Accounts that Company in its sole discretion determines have been abandoned; or (iii) repossessing any Digital Assets that Company in its sole discretion determines violate this Agreement or have been abandoned. In such events, you may no longer be able to access, interact with or, read the data from the Service.
- You agree that any submission of any ideas, suggestions, documents, and/or proposals by you to Company (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Company’s business. You represent and warrant that you have all rights necessary to submit the Feedback and to grant the foregoing license.
7. Third-Party Services; Third-Party Terms
- The Service may contain links to third-party properties, applications, and services (collectively, “Third Party Properties”). When you click on a link to a Third Party Property, you are subject to the terms and conditions (including privacy policies) of such property. Third Party Properties are not under the control of Company, and Company is not responsible for any Third Party Properties. Company provides links to these Third Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Properties, or their products or services. You use all links in Third Party Properties, at your own risk. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third Party Property, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- The Service and Content may include components, including software components, that are provided by a third party and that are subject to separate license terms, in which case those license terms will govern your access to and use of such components. For example, when a User creates a Company Account, the User’s Company Wallet is created through permissioning of the Google profile and the Torus Network.
8. Acceptable Use Policy
You agree that you are solely responsible for your conduct while accessing or using the Service. You agree that you will abide by this Agreement and will not:
- Provide false or misleading information to Company;
- Use or attempt to use another User’s Company Account;
- Circumvent or attempt to circumvent any limitations or restrictions placed on Promotions offered by Company;
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
- Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
- Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
- Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
- Collect or harvest data from our Service that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
- Bypass or ignore instructions that control all automated access to the Service;
- Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;
- Use any blockchain network to carry out any illegal activities in connection with or in any way related to your access to and use of the Service, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Service;
- Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to using the Service to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions; or
- Supply, share, or otherwise use the Services with any person or organization in or from Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unveriﬁed List, or Entity List.
If Company becomes aware of any possible violations by you of this Agreement, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity may have occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service in Company’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that User activities violate the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its users, or the public, and all law enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate. By agreeing to this Agreement, you hereby provide your irrevocable consent to such monitoring to the extent possible. You acknowledge and agree that you have no expectation of privacy concerning your use of the Service.
You hereby release and forever discharge Company and our officers, employees, agents, successors, and assigns (the “Company Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of the Service or any Third-Party Properties).
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, OR ANY SIMILAR LAW OR RULE IN EFFECT IN YOUR JURISDICTION WHICH PROVIDES IN SUBSTANCE THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
11. Assumption of Risk Related To Digital Assets
You acknowledge and agree that:
- The prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Digital Assets, which may also be subject to significant price volatility. We cannot and do not guarantee that any Digital Assets you hold in a connected Wallet will not lose money.
- You are solely responsible for determining what, if any, taxes apply to actions involving your Digital Assets. Neither Company nor any other Company Entity is responsible for determining the taxes that may apply to you.
- Digital Assets exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such Digital Assets. Transferring Digital Assets to a TipLink is a material change on the applicable blockchain ledger. Once moved to a TipLink, Senders and Recipients are solely responsible for safeguarding the TipLink until the attendant Digital Assets are retrieved into a controlled Wallet. Company does not custody or control the TipLinks and thus does not have the ability to recall TipLinks or otherwise undo or reverse transfers of Digital Assets to TipLinks. TipLinks and the Digital Assets they hold will be lost if Users lose the applicable URL or QR code of the TipLink. Company is not responsible for lost TipLinks.
- There are risks associated with using digital assets, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Company Account or to any device on which the URL or QR code of the TipLink is saved. Similarly, there is a risk that a TipLink shared in a non-private setting will be accessed by an unintended Recipient. Company is not responsible for Digital Assets retrieved by unintended Recipients.
- TipLinks are randomly generated on your device using our Services. If the source of randomness generating such TipLink is compromised or undermined, the security of your TipLink may be at risk.
- The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Digital Assets.
- There are risks associated with purchasing any Digital Asset, which risks include but not are not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable.
- Due to no fault of Company, Digital Assets in your Company Wallet may become inaccessible on the Service. Under no circumstances shall the inability to access or view your Company Wallet on the Service serve as grounds for a claim against Company.
- Company has no responsibility for the Digital Assets bought or converted to fiat by our third party service providers. Company does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality, or value of any Digital Asset created or traded on the Service.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Company and the Company Entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service or Digital Assets, including, without limitation, any act or omission involving any TipLink hereunder; (b) any Feedback you provide; (c) your violation of this Agreement; (d) your violation of the rights of any third party, including another User; (e) any breach or non-performance of any covenant or agreement made by you; or (f) any off-chain benefits related to the Digital Assets. You agree to promptly notify Company of any third-party Claims and cooperate with the Company Entities in defending such Claims. You further agree that the Company Entities shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND COMPANY.
THE SERVICE, AND CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. COMPANY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN. COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY DIGITAL ASSETS ACCESSED VIA THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF WALLETS, DIGITAL ASSETS, TIPLINKS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN TIPLINKS LOCATIONS, INCORRECTLY DENOMINATED DIGITAL ASSETS TRANSFERRED TO A TIPLINK, OR UNINTENDED RECIPIENTS RETRIEVING DIGITAL ASSETS FROM A TIPLINK SHARED PUBLICLY OR PRIVATELY ACROSS ANY MEDIUM; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLETS; (IV) UNAUTHORIZED ACCESS TO SYSTEMS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, CONNECTED WALLETS, OR DIGITAL ASSETS.
DIGITAL ASSETS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN. WE DO NOT GUARANTEE THAT COMPANY OR ANY COMPANY ENTITY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSET. WE CANNOT AND DO NOT GUARANTEE THAT ANY DIGITAL ASSET WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO PURCHASE OR CONVERT ANY DIGITAL ASSET ACCESSED THROUGH THE SERVICE.
Company is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the Digital Assets. Company is not responsible for casualties due to developers’ or representatives’ delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SERVICE, ANY DIGITAL ASSETS, TIPLINKS, WALLETS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR ASSETS, COMPUTER SYSTEM, OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
YOU ACKNOWLEDGE AND AGREE THAT Company IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD Company LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, THIRD PARTY PROPERTIES, OR OTHER USERS OF THE SERVICE, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, YOUR ACCESS TO AND USE OF THE SERVICE, WALLETS, CONTENT, DIGITAL ASSETS, OR TIPLINKS USED BY YOU WITHIN THE SERVICE, EXCEED $100.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
15. Dispute Resolution; Arbitration.
Except as set forth in this section, you agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. If you seek arbitration, you must first send a written notice of the dispute to Company. You will use good faith efforts to resolve the dispute directly, but if you do not reach an agreement with Company within 30 days after the notice is received, either you or Company may commence an arbitration proceeding. The arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in the state of Delaware. If you and Company do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator, provided that the parties acknowledge and agree that any arbitrator must be reasonably experienced in the matters contemplated by this Agreement, including without limitation blockchain technology and cryptoassets. The selection of an arbitrator under the rules of the AAA will be final and binding on you. The arbitrator must be independent of you and Company. The arbitrator’s decision will be final and binding on both you and Company, and the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The costs and expenses of the arbitration will be shared equally by both you and Company; however, if the arbitrator finds that either the substance of the claim or the relief sought in arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. Notwithstanding the foregoing, this Section 15 will not prohibit either you or Company from: (i) bringing an individual action in small claims court; (ii) seeking injunctive or other equitable relief in a court of competent jurisdiction; (iii) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or (iv) filing suit in a court of law to address an intellectual property infringement or misappropriation claim. If this Section 15 is found to be unenforceable, you agree that the exclusive jurisdiction and venue described in Section 16(f) will govern any action arising out of or related to the Agreement.
- Term and Termination. You may terminate this Agreement by providing us with written notice of such termination, closing your Account, and ceasing all future use of the Service. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Company Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive such termination or expiration.
- Electronic Communications. The communications between you and Company may take place via electronic means, whether you use the Service or send Company e-mails, or whether Company posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at the address set forth in Section 17. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Governing Law. ThIS AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of DELAWARE, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
- Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
- Notice. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the address set forth in Section 17. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the designated address.
- Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
17. Contact Information Company TipLink Corp Email: firstname.lastname@example.org