Terms of Service
Last updated: October 1st, 2016
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE "SIGN UP" BUTTON OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
These Terms of Service and any terms expressly incorporated herein ("Terms") apply to your access to and use of the websites and mobile applications provided by TokenMarket Limited (collectively, "TokenMarket", "we", or "us"), and the trading and direct sale services provided by TokenMarket as described in these Terms (collectively, our "Services").
1. Key Definitions
Sector specific Terms not otherwise defined in these Terms will have the following meaning:
"External Account" means any Digital Asset Account: (i) from which you may load Funds into your TokenMarket Account, and (ii) to which you may push Funds from your TokenMarket Account.
"Funds" means Digital Currencies and/or Digital Assets.
"TokenMarket Account" means a user account accessible via the Services where Funds may be stored by TokenMarket on behalf of a user.
"Digital Asset" means bitcoins, ethers and other digital assets that may be purchased, sold or traded via the Services.
2.0 Our Services
2.1 TokenMarket provides you with a simple and convenient way to trade digital currencies (bitcoin and ether) for digital assets (such as steem and ripples) and vice versa, and to trade one type of digital asset for another type of digital asset. You may also use our Services to purchase and sell digital assets directly from and to us. Our services do not provide users with the ability to trade any forms of legal tenders (US dollars, British pounds or euros).
2.2 TokenMarket provides you with a platform that matches your trades with open orders from other users of our services at your direction. Users are not able to predetermine a trade with a particular user or with a particular account. Additionally, an order may be partially filled or may be filled by multiple matching orders.
3.1 You must meet certain eligibility criteria to use TokenMarket: (a) You must be at least 18 years; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; and (d) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms.
4.0 Acceptable Use
4.1 When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
4.1.1 Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
4.1.2 Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
4.1.3 Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
4.1.4 Use or attempt to use another user's account without authorization;
4.1.5 Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
4.1.6 Develop any third-party applications that interact with our Services without our prior written consent;
4.1.7 Provide false, inaccurate, or misleading information; and
4.1.8 Encourage or induce any third party to engage in any of the activities prohibited under this Section.
5.0 Trading Risks
5.1 You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss in trading Digital Assets can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
5.2 You may sustain a total loss of the Digital Currencies and Digital Assets in your TokenMarket Account.
5.3 Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit ("limit move"), if there is insufficient liquidity in the market.
ALL OF THE POINTS NOTED ABOVE APPLY TO ALL DIGITAL CURRENCIES AND DIGITAL ASSET PAIR PAIR TRADING. THIS BRIEF STATEMENT CANNOT, OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS ASSOCIATED WITH THESE TRADES.
5.4 Internet transmission risks. You acknowledge that there are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that TokenMarket shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, howsoever caused.
6.0 TokenMarket Account
6.1 Number of TokenMarket Accounts. TokenMarket may, in its sole discretion, limit the number of TokenMarket Accounts that you may hold, maintain or acquire.
6.2 TokenMarket Account information and security. In order to engage in any trades via the Services, you must create a TokenMarket Account and provide any requested information. When you create a TokenMarket Account, you agree to: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) maintain and promptly update your TokenMarket Account information; (d) maintain the security of your TokenMarket Account by protecting your password and restricting access to your TokenMarket Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your TokenMarket Account; and (f) take responsibility for all activities that occur under your TokenMarket Account and accept all risks of any authorized or unauthorized access to your TokenMarket Account, to the maximum extent permitted by law.
7.0 General Obligations
7.1 This Section applies to: (i) all trades completed via the Services, (ii) your purchase and/or sale of Digital Assets directly from TokenMarket via the Services, and (iii) any transaction in which you load Funds into your TokenMarket Account from your External Account or push Funds from your TokenMarket Account into an External Account.
7.2 Conditions and Restrictions. We may, at any time and in our sole discretion, refuse any trade submitted via the Services, impose limits on the trade amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services without prior notice. For example, we may limit the number of open orders that you may establish via the Services or we may restrict trades from certain locations.
7.3 Accuracy of Information. You must provide any information required when creating a TokenMarket Account or when prompted by any screen displayed within the Services. You represent and warrant that any information you provide via the Services is accurate and complete.
7.4 Cancellations You may only cancel an order initiated via the Services if such cancellation occurs before TokenMarket executes the transaction. Once your order has been executed, you may not change, withdraw or cancel your authorization for TokenMarket to complete such transaction. If an order has been partially filled, you may cancel the unfilled remainder unless the order relates to a market trade. We reserve the right to refuse any cancellation request associated with a market order once you have submitted such order. In contrast to exchange orders, all trades are irreversible once initiated. While we may, at our sole discretion, reverse a trade under certain extraordinary conditions, a customer does not have a right to a reversal of a trade.
7.5 Insufficient Funds. If you have an insufficient amount of Funds in your TokenMarket Account to complete an order via the Services, we may cancel the entire order or may fulfill a partial order using the amount of Funds currently available in your TokenMarket Account, less any fees owed to TokenMarket in connection with our execution of the trade (as described in "Fees" Section below).
7.6 Taxes. It is your responsibility to determine what, if any, taxes apply to the trades you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that TokenMarket is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.
8.0 TokenMarket Account Funds
8.1 Funding your TokenMarket Account. In order to complete an order or trade via the Services (as described in "Exchange Orders and Trades" Section), you must first load Funds to your TokenMarket Account using one of the approved External Accounts identified via the Services. You may be required to verify that you control the External Account that you use to load Funds to your TokenMarket Account. As further described in “Fees” Section, you may be charged fees by the External Account you use to fund your TokenMarket Account. TokenMarket is not responsible for any External Account fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a load transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and TokenMarket makes no guarantee regarding the amount of time it may take to load Funds into your TokenMarket Account.
8.2 About Funds Held In Your TokenMarket Account - Be advised that funds held in your TokenMarket account are exclusively for the purchase of Digital Assets or withdrawal to your approved External Account. Proceeds from the sale of Digital Assets will be credited to your main account, less any transactional or other fees. Furthermore, be advised that TokenMarket does not pay interest on free balances held in your account.
8.3 Pushing Funds to an External Account. Provided that the balance of Funds in your TokenMarket Account is greater than any minimum balance requirements needed to satisfy any of your open positions, you may push any amount of Funds, up to the total amount of Funds in your TokenMarket Account in excess of such minimum balance requirements, from your TokenMarket Account to an External Account, less any fees charged by TokenMarket for such transactions (as described in the Fee Schedule (coming soon) at the time of your request to push Funds to an External Account).
8.4 Rejected Transactions. In some cases, the External Account may reject your Funds or may otherwise be unavailable. You agree that you will not hold TokenMarket liable for any damages resulting from such rejected transactions.
9.0 Exchange Orders and Trades
9.1 This Section applies only when you use the Services to trade Digital Currencies for Digital Assets or vice versa, or to trade Digital Assets for another form of Digital Assets. TokenMarket does not purchase, sell, or exchange any Digital Assets on its own behalf.
9.2 Authorization. When you submit a new order via the Services, you authorize TokenMarket to execute a transaction in accordance with such order on a spot basis and charge you any applicable fees (as described in "Fees" Section below).
9.3 Independent relationship. You acknowledge and agree that: (a) TokenMarket is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided to you by TokenMarket shall be considered or construed as advice.
9.4 Trade confirmation. Once the Services execute your trade, a confirmation will be electronically made available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
9.5 Trade options. Please refer to the Trading Guide (coming soon), for information about the terminology used in connection with the trading options made available via the Services. If you do not understand the meaning of any trade option, we strongly encourage you not to utilize any of those options.
9.6 Market rates. If you select a market trade, TokenMarket will attempt, on a commercially reasonable basis, to execute the trade on or close to the prevailing market exchange rate, as defined via the Services. You acknowledge and agree that the exchange rate information made available via our Services may differ from prevailing exchange rates made available via other sources outside of the Services.
9.7 Market volatility. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any Digital Currency or Assets, the actual market rate at which a market order or trade is executed may be different from the prevailing rate indicated via the Services at the time of your order or trade. You understand that we are not liable for any such price fluctuations. In the event of a market disruption or Force Majeure event (as defined in "MISCELLANEOUS" Section), TokenMarket may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions via the Services, including closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.
9.8 Trade Settlement. Subject to the terms and conditions in these Terms, we will use commercially reasonable efforts to settle trades on a spot basis within two (2) days of the date upon which users have agreed to execute a trade via the Services.
10.1 Amount of Fees. You agree to pay TokenMarket the fees for trades completed via our Services ("Fees") as made available via the Fees Schedule (coming soon), which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services, and will apply prospectively to any trades that take place following the effective date of such revised Fee Schedule.
10.2 Third-Party Fees. In addition to the Fees, your External Account may impose fees in connection with your use of your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.
10.3 Payment of Fees. You authorize us to charge or deduct your TokenMarket Account Funds for any applicable Fees owed in connection with trades you complete via the Services.
11.0 Electronic Notices
11.1 Consent to Electronic Delivery. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, "Communications") that TokenMarket provides in connection with your TokenMarket Account and/or use of the TokenMarket Services. You agree that TokenMarket may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support email email@example.com to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
11.2 Hardware and Software Requirements. In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser (preferably Google Chrome) with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with TokenMarket and have sufficient storage space to save past Communications or an installed printer to print them.
11.3 Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support email firstname.lastname@example.org. If you decline or withdraw consent to receive electronic Communications, TokenMarket may suspend or terminate your use of the Services.
11.4 Requesting Paper Copies. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 30 days after the date we provided the Communication to you by contacting support at email@example.com. In order for us to send paper copies to you, you must have a current street address on file with TokenMarket. Please note that TokenMarket operates exclusively online and it is very burdensome for us to produce paper copies of Communications. Therefore, if you request paper copies, you understand and agree that TokenMarket may charge you a processing fee, in the amount described in the Fee Schedule (coming soon), for each page of Communication requested.
11.5 Updating Contact Information. It is your responsibility to keep your email address and/or mobile phone number on file with TokenMarket up to date so that TokenMarket can communicate with you electronically. You understand and agree that if TokenMarket sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, TokenMarket will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add TokenMarket to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number or street address at any time by logging into your TokenMarket Account or by sending such information to support email firstname.lastname@example.org. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by TokenMarket are returned, TokenMarket may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.
12.0 Third-Party Content
12.1 In using our Services, you will view content provided by third parties, including articles, reviews, comments, insights, analysis and links to web pages of such parties, including but not limited to blogs, forums, communities and social networks. We do not control or approve any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties that are linked to our Service, is at your own risk.
13.0 Acceptable Use
13.1 When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
13.1.1 Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
13.1.2 Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
13.1.3 Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
13.1.4 Use or attempt to use another user's account without authorization;
13.1.5 Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
13.1.6 Develop any third-party applications that interact with our Services without our prior written consent;
Provide false, inaccurate, or misleading information; and
Encourage or induce any third party to engage in any of the activities prohibited under this Section.
14.0 DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
15.0 LIMITATION OF LIABILITY
(a) EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL OUR COMPANY, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE COMPANY MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM TokenMarket, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TokenMarket'S RECORDS, PROGRAMS OR SERVICES.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TokenMarket (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, TokenMarket OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO TokenMarket DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
You agree to defend, indemnify and hold harmless TokenMarket (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
17.0 Discontinuance of Services
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
18.0 Unclaimed Property
If for any reason TokenMarket is holding Funds in your TokenMarket Account on your behalf, and TokenMarket is unable to return your Funds to your designated External Account after a period of inactivity, then TokenMarket may report and remit such Funds in accordance with applicable unclaimed property laws.
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding TokenMarket or our Services that you provide, whether by email, posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of TokenMarket. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the content standards set out in this section.
20.0 Copyrights and Other Intellectual Property Rights
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the TokenMarket or TokenMarket logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "TokenMarket Materials") are the proprietary property of TokenMarket or our licensors or suppliers and are protected by English and international copyright laws and other intellectual property rights laws.
We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the TokenMarket Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the TokenMarket Materials; (b) the distribution, public performance or public display of any TokenMarket Materials; (c) modifying or otherwise making any derivative uses of the TokenMarket Materials, or any portion thereof; or (d) any use of the TokenMarket Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
"TokenMarket", the TokenMarket logo and any other TokenMarket product or service names, logos or slogans that may appear on our Services are trademarks of TokenMarket Limited, in European Union and in other countries, and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any trademark, product or service name of TokenMarket without our prior written permission, including without limitation any metatags or other "hidden text" utilizing any trademark, product or service name of TokenMarket. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of TokenMarket 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 company names or logos mentioned through our Services are the property of their respective owners. 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 us.
23.0 SUSPENSION; TERMINATION
In the event of any Force Majeure Event (as defined in "Miscellaneous" Section), breach of this agreement, or any other event that would make provision of the Services commercially unreasonable for TokenMarket, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your TokenMarket Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, TokenMarket will attempt to return any Funds stored in your TokenMarket Account not otherwise owed to TokenMarket, unless TokenMarket believes you have committed fraud, negligence or other misconduct.
24.0 APPLICABLE LAW; ARBITRATION
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
You and TokenMarket agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and TokenMarket agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to TokenMarket shall be sent to info@TokenMarket.net . You and TokenMarket further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Gibraltar; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of arbitration in Gibraltar/UK; and (d) that the court in Gibraltar have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of Gibraltar and applicable English common law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and TokenMarket will not commence against the other a class action, class arbitration or representative action or proceeding.
Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with TokenMarket for the Services or for any other TokenMarket product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with TokenMarket, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice on the homepage of the Site and/or by posting the amended Terms via the applicable TokenMarket websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new users of the Services. In all other cases, the amended Terms will become effective for pre-existing users upon the earlier of either: (i) the date users click or press a button to accept such changes, or (ii) continued use of our Services 30 days after TokenMarket provides notice of such changes. Any amended Terms will apply prospectively to use of the Services after such changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.
Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
Force Majeure Events. TokenMarket shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond TokenMarket's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond TokenMarket's reasonable control (each, a "Force Majeure Event").
Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from TokenMarket, including by operation of law or in connection with any change of control. TokenMarket may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
Survival. Sections "Eligibility", “TokenMarket Account”, “Risk Disclosure”, ”Fees”, “Unclaimed Property”, “Feedback”, “Copyrights”, “Trademarks”, “Third-Party Content”, “Disclaimer of Warranties”, “Limitation of Liability”; “Indemnity”, “Applicable Law; Arbitration” and this Section “Miscellaneous” shall survive any termination or expiration of these Terms.