WHEREAS, Tokamak has developed a System which enables eligible individuals or entities to receive certain Information, as that term is more fully defined herein, relating to a) crypto assets, markets, products, vehicles, indicators or devices; b) information, data and services offered by Tokamak from other sources; or c) other information and data from Tokamak; and WHEREAS, Recipient, representing that it is eligible to do so, is desirous of receiving the Information as indicated in any subscription; and WHEREAS, Recipient, acknowledges that various terms may apply to the receipt of different Information, depending on the source of the Information, as further set forth herein. NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, the parties, intending to be legally bound, agree as follows:
“Recipient” refers to the individual using this Service and/or your company or other legal entity. "Your Product" means and includes no more than one: website, domain, subdomain, software application, channel, bot, or service, which is owned and operated by you and which Recipient have registered as either a Publisher of Content or Developer using Content from this Service, and which is used by individuals for their own personal, non-commercial use. “Content” and “Information” shall mean all data provided by Tokamak through the Service that is proprietary intellectual property of Tokamak or Tokamak’s third-party licensors and suppliers. "End Users" are consumers of Your Product who are utilizing Your Product for their own personal, non-commercial purposes
2. Scope of Agreement
Tokamak grants to Recipient a worldwide, non-exclusive, non-transferable license to receive use, process and store the Information during the term of this Agreement only for the purpose of providing the Information as described in Recipient’s subscription and approved by Tokamak and not for any purpose inconsistent with the terms of this Agreement. Recipient may not sell, lease, furnish or otherwise permit or provide access to the Information in any manner not previously approved by Tokamak in writing. Recipient accepts the terms and conditions of this Agreement and guarantees and accepts full responsibility for the actions or inactions of all of its Affiliates under this Agreement as if such action or inaction were that of Recipient. Nothing in this Agreement will create or be deemed to create a partnership or agency relationship between the parties to the Agreement.
3. Term and Termination
This Agreement shall commence on the date of the Recipient's acceptance of the terms of this Agreement Unless this Agreement is otherwise terminated, the term shall continue until this Agreement is terminated by at least ninety (90) days prior written notice by Tokamak or by at least thirty (30) days prior written notice by Recipient, with expiry effective at the end of a calendar month.
4. Fees and Payments
Recipient agrees to pay to Tokamak or Tokamak’s designee the then effective charges as set forth in the Tokamak product description at time acceptance of this agreement, or provided by notice, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Recipient agrees to pay the amounts accurately invoiced by Tokamak, including any adjustments for updated reporting. Unless otherwise set forth by Tokamak, Recipient shall be charged directly to the credit card that was provided in their Tokendatabase Account. Only if mutually agreed, Tokamak may issue invoices payable via other forms of remittance. Recipient is obligated to remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Recipient shall pay Tokamak, on demand or upon invoice, interest on any amounts due Tokamak pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Recipients in delinquency of unpaid invoices, fees, charges, or interest past ninety (90) days will be subject to immediate termination. Due to the electronic nature of the services that we provide, in no event other than material breach of these Terms by Tokamak Inc. shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to Recipient’s cancellation of a premium subscription prior the end of the Billing Cycle and/or Recipient’s failure to utilize the services.
5. Eligibility and Registration
In order to publish or use any Content in your Product, Recipient will need to register for a Product account (a "Tokendatabase Account"). Recipient must be at least 13 years of age to register for a Tokendatabase Account and to otherwise use the Service. If you are 13 or older, but under the age of 18, your parent or guardian must agree to be bound by these Terms and Conditions and you may only use the Services with your parent or guardian’s consent or under your parent or guardian’s supervision. During the registration process, we will ask Recipient for information, including your name, email address, and other personal information to verify your identity, and a method of payment. Tokamak reserves the right to in its sole discretion, refuse to open a Tokendatabase Account for you, or limit the number of Tokendatabase Accounts that Recipient may hold. In addition, if your Product has more than 100,000 unique monthly visitors or users, as determined by Tokamak based on sources selected by Tokamak Recipient may be automatically upgraded by Tokamak to a Commercial Use License with seven (7) days written notice. Recipient may not use the Service if we have terminated any account of yours or have banned you.
Recipient may only use the Service as expressly permitted by these Terms. All rights not expressly granted to Recipient are reserved by Tokamak, its third-party providers and other respective owners, if any. Content shall include all content accessed by Recipient at any time, whether before or after the date Recipient accepted these Terms. Recipient acknowledges that the Service has been developed, compiled, prepared, revised, selected, and arranged by Tokamak and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Tokamak and such others. Accordingly, Recipient shall protect the proprietary rights of Tokamak and all others having rights in the Service during and after the term of this agreement and comply with all reasonable written requests made by Tokamak to protect its and others’ contractual, statutory, and common law rights in the Service. Recipient shall not, and shall not permit any End User to: modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit the Service or Content in any manner. If Recipient breaches any of these Terms, the above license will terminate automatically.
7. Prohibited Activities
Except as expressly permitted by Tokamak above, Recipient shall not, and shall not permit any End User, to: Copy, modify or create derivative works of the Service or any Content; Copy, manipulate or aggregate any Content (including data) for the purpose of making it available to any third party; Trade, sell, rent, loan, lease license or provide any Content or access to the Service, whether commercially or free of charge; Use or introduce to the Service any data mining, crawling, "scraping", robot or similar automated or data gathering or extraction method, or manually access, acquire, monitor or copy any portion of the Service, or download or store Content (unless expressly authorized by Tokamak); Make excessive requests for information or take any action that interferes with, disrupts or imposes an undue burden on the Service or any server or network connected to the Service or negatively affects the quality or availability of any Content, or speed or functionality of the Service; Introduce a virus, Trojan horse, worm, time bomb or other malware to the Service, or use any device, software or routine to bypass any software or hardware that prohibits volume requests for information; Violate, bypass or circumvent any security measure intended to limit or prevent access to the API, Content or Service; or otherwise attempt to gain unauthorized access to the Service, any Content or to any computer systems or networks connected to the Service or any Tokamak server, whether through hacking, password mining, unauthorized use of another's password/credentials or any other means; Interfere with, disrupt, modify, reverse engineer or decompile any data, Content or functionality of the Service; Restrict, inhibit, or interfere with use of the Service by any other user (including by hacking the Service); Use the Services for any unauthorized purpose or illegal activity; and/or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms and Conditions; Introduce or otherwise distribute through the Service any computer program that damages, interferes with, intercepts, collects, releases or discloses any system, data or personal information of ours or any third party; Except as provided herein, make use of any of our trademarks, service marks, trade names or logos or those of any third party displayed on the Service; or modify or remove any copyright or other proprietary notice in the Content; or Use the API, Content or Service for or in connection with any activity that (i) violates any law, statute, ordinance or regulation, without limitation, or involves proceeds of any prohibited or illegal activity. Additionally, Recipient acknowledges and agree that Recipient (and not Tokamak) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for Recipient to access and use the Service, and paying all charges related thereto.
8. Ownership and Intellectual Property
Except as expressly permitted by Tokamak herein, Recipient may not, and shall not, permit any End User to copy, reproduce, download, "screen scrape", store, transmit, broadcast, publish, modify, create a derivative work from, display, perform, distribute, redistribute, sell, license, rent, lease or otherwise use, transfer (either in printed, electronic or other format) or exploit any Content, in whole or in part, in any way that does not comply with these Terms without our prior written permission. To request permission to use any Content other than as expressly permitted in these Terms, please contact firstname.lastname@example.org. As between Tokamak and Recipient, all Content is owned or controlled by Tokamak. Tokamak, its logo, and, except as noted below, all other product or service names or slogans displayed on the Service are registered and/or common law trademarks of Tokamak or its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Tokamak or the applicable trademark holder. In addition, the look and impression of the Service, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Tokamak and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Tokamak. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Tokamak. Nothing contained in these Terms grants Recipient or any End User any interest in any of Tokamak's or any third party's intellectual property. The use or misuse of Tokamak’s trademarks and other intellectual property, except as expressly permitted by these Terms, is prohibited. Recipient shall, and shall require your End Users to, notify Tokamak at email@example.com promptly upon becoming aware of any unauthorized access to or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. "Tokamak" and all related logos, trademarks, service marks and trade names are solely the property of Tokamak. The absence of a name, logo or other mark herein does not constitute a waiver of any and all intellectual property rights that Tokamak has established. Other trademarks, names or logos used on the Service are property of their respective owners. Recipient are not authorized to use any of the foregoing. Recipient acknowledges that Tokamak and/or its providers own the copyright in and to all Content under the laws of Canada and other countries, and have reserved all rights in and to such Content.
At anytime, and no more than once in any twelve (12) month period unless necessary due to suspected noncompliance with the material provisions of this Agreement, Tokamak may audit Recipients’'s (i) records relating to the Information, (ii) reports and payments relating to the Information, and (iii) System and Service (and all instruments and apparatus used in connection therewith), to be reviewed by Tokamak’s personnel and/or auditors of Tokamak’s choice. If the audit reveals any material errors or omissions in Recipient’s Service and/or other material nonfinancial non-compliance with the Tokamak requirements, Recipient shall submit revised materials demonstrating compliance, where reasonably practicable, within ninety (90) days after receipt of the preliminary audit response If Recipient fails to demonstrate compliance during this cure period, Tokamak may, in its discretion at any time, terminate this Agreement with prior notice to Recipient. If the audit determines there is underreporting, underpayment or other financial non-compliance with this Agreement (and/or discloses additional underreported or underpaid amounts or other financial non-compliance), then such amounts shall be remitted to Tokamak, together with applicable interest within sixty (60) days of the completion of the audit. If Recipient fails to remit such additional amounts to Tokamak by the end of this sixty (60) day cure period, Tokamak may, in its discretion at any time, terminate this Agreement with prior notice to Distributor
10. Requirements for Your Product
Your Product shall not contain any content that is unlawful, threatening, abusive, libelous, defamatory, or otherwise inappropriate, as determined by Tokamak in our sole discretion. The look and impression of Your Product as a whole, and each individual page that accompanies any Content shall not otherwise be of a nature that may damage or dilute the goodwill associated with Tokamak's name, reputation or any of its trademarks, trade names or service marks, as determined by Tokamak in its sole discretion; and Your Product shall not contain any information that, in our sole discretion, may create the false impression that you, Your Product or any other service, person or entity is associated with, sponsored by or otherwise endorsed by Tokamak, or that any activity engaged in by Recipient or anyone else has been approved by Tokamak. Your Product shall not contain any content or information that violates or infringes any intellectual property or other proprietary rights, or any right to privacy or publicity of, or defames, any person or entity. Your Product shall prominently provide attribution to Tokamak as follows: "Data provided by Tokendatabase.com" and shall include a hyperlink to such website.
11. Linking to the Tokendatabase website from Your Product
Tokamak may require Recipient to remove the above-required link at any time. If we notify Recipient that Recipient may no longer link to the Service, or to a page or document, Recipient must promptly (and, in any event, within five (5) business days) remove all affected links from Your Product.
13. Disclaimers and Limitation of Liability
The Content provided on the Service is submitted to Tokamak by unrelated third-party providers, or derived from data submitted to Tokamak by unrelated third-party providers. Tokamak does not review all third-party data or Content for accuracy, does not review Content for completeness or reliability, and does not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any Content. THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. NOTHING ON OR IN THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF ANY CURRENCY OR ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE A CURRENCY OR INSTRUMENT) BY TOKAMAK OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY TOKAMAK. CONTENT ON THIS SERVICE SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. TOKAMAK EXPRESSES NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY CURRENCY, SECURITY OR OTHER INTEREST. TOKAMAK DOES NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND. CONTENT ON THE SERVICE MAY NOT BE USED AS A BASIS FOR ANY FINANCIAL OR OTHER PRODUCT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF TOKAMAK. THE SERVICE AND THE CONTENT PUBLISHED WITHIN THE SERVICE MAY INCLUDE INACCURACIES OR ERRORS. TOKAMAK DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, SECURITY, AVAILABILITY OR INTEGRITY OF THE SERVICE OR ANY CONTENT, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO, THE SERVICE OR THE CONTENT. TOKAMAK MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICE OR ANY CONTENT, OR THAT THE SERVICE OR CONTENT WILL BE UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY SOFTWARE, SERVICE, SYSTEM OR OTHER DATA OR INFORMATION. THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TOKAMAK DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THIS SERVICE, ITS SERVERS, OR ANY EMAIL SENT FROM TOKAMAK, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TOKAMAK HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. To the maximum extent permitted under law, Recipient agrees that we are not liable for any loss or damage of any kind resulting from the use, inability to use, performance or nonperformance of the Website or any content, information or data accessed on or through the Website. Recipient further agrees that we are not responsible or liable for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages. IN NO EVENT SHALL TOKAMAK (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR OR ANY END USER’S ACCESS TO OR USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SERVICES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICE WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF TOKAMAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TOKAMAK (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE TO RECIPIENT FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE THE TOTAL AMOUNT PAID BY RECIPIENT TO TOKAMAK DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Recipient agrees to indemnify and hold us and our directors, officers, shareholders, subsidiaries, affiliates, agents, and licensors harmless from and against any and all claims, causes of action, losses, expenses, damages, and costs, including attorneys’ fees, resulting from: (1) your violation of the Terms, (2) your use of the Website or any content, information or data accessed on or through the Website and/or (3) your infringement or violation of any third-party’s rights, including intellectual property rights. At any time and in Tokamak's sole discretion, Tokamak may (in whole or in part) modify, suspend or discontinue the Service and/or any Content without notice, for any reason. Recipient will not be charged for use of the Service after the date of any discontinuation. We shall have no liability to Recipient or to any third party for any such modification, suspension or discontinuance.
15. Changes to these Terms
We may change, update, add or remove provisions of these Terms from time to time, without prior notice, by posting the Updated Terms. Recipient will be required to click to accept the Updated Terms. If Recipient does not click to accept the Updated Terms, Recipient will not be permitted to use the Service.
The remedies available to Tokamak in these Terms are cumulative and in addition to any others available to Tokamak. Tokamak may seek all remedies available to it at law and in equity for any violation of these Terms. Tokamak may suspend, terminate or block your access to the Service (in whole or in part) and your right to publish or use Content for any violation, or suspected violation as we determine, without notice to you. Your violation of these Terms shall be considered a breach of contract. We reserve the right, but do not assume any obligation, to investigate any suspected violation of these Terms or any misuse of the Service. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators, including the U.S. Securities and Exchange Commission (SEC); (iii) system administrators at Internet service providers, networks or computing facilities; and (iv) providers and/or third-party vendors if we suspect that Recipient has violated these Terms or that Recipient or any End User has violated any law, rule or regulation. Recipient acknowledges that such reporting or cooperation may include, without limitation, providing information relating to Recipient and/or your use of the Service, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with applicable law, regulation, subpoena or other legal process or governmental or regulatory request.
17. Governing Law; Submission to Jurisdiction
These Terms and any and all claims, disputes or other legal proceedings by or between Recipient and us, including but not limited to any claims or disputes that are in any way related to or arising out of these Terms or your use of or access to the Service, shall be governed by and construed in accordance with Canadian law and the laws of Ontario, without regard to any principles of conflicts of law. Recipient agrees that any action arising out of, relating to or in connection with the Service, and/or these Terms shall be litigated solely in a Provincial court of competent jurisdiction located in Ontario, and Recipient further irrevocably submit to the exclusive jurisdiction of such court and waive any objection to jurisdiction and venue (including on the basis of forum non-conveniens). Recipient acknowledge that any breach of either of the sections above titled "Prohibited Activities" or "Ownership and Intellectual Property" would cause immediate and irreparable harm to Tokamak, for which monetary damages would not be sufficient, and that, in addition to all other remedies available to Tokamak at law or in equity, Tokamak shall be entitled to seek injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.
(a) Force MajeureIn no event shall Tokamak be responsible or liable for any failure,delay or inadequate performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Service or publication or use of any Content, or any information provided to, or gathered by, us with respect to such use. To the extent allowed by applicable law, Recipient agrees that Recipient will bring any claim or cause of action arising from or relating to your access or use of this Service within one (1) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
(b) Maintenance TermsTokamak may be required to perform maintenance of its Service from time to time, which can cause interruptions to its Services. The Company will endeavour to minimize impacts, and provide reasonable notice where possible. However, Tokamak accepts no liability for interruptions to Services required to perform unscheduled or otherwise mandatory updates which may interrupt Service provision for extended periods.
19. Assignment & Affiliates
Neither party shall assign this Agreement (including by operation of law) without the prior written consent of the other party, and such consent not to be unreasonably withheld, provided however, that either party may assign this Agreement (for the avoidance of doubt, not any of the Attachments) to one of its Affiliates or subsidiaries, without the prior written consent of the other party, provided that the assigning party is not currently in breach of this Agreement or delinquent in any fees owed. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Tokamak without restriction. Any attempted transfer or assignment by Recipient in violation hereof shall be null and void. If any provision of these Terms, including, but not limited to, the warranty disclaimers and limitations of liability set forth above, is determined to be invalid or unenforceable under applicable law, the invalid or unenforceable provisions in these Terms shall be deemed superseded by valid and enforceable provisions that, to the extent possible, fulfill the business purposes and intent of such invalid and unenforceable provisions. In addition to and without limiting the preceding paragraph, some Canadian provinces and foreign countries may provide rights in addition to those provided in the above "Disclaimers and Limitation of Liability" section or do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the limitations set forth in the above Disclaimer and Limitation of Liability section may not apply to Recipient in whole or in part, or there may be provincial, sub-national or country specific provisions that superseded such limitations in whole or in part. Any provision of the above Disclaimer and Limitation of Liability section that is declared invalid shall be deemed severable and shall not affect the validity or enforceability of the remainder. Any heading or section title contained herein is for convenience of reference only and shall not affect the meaning or interpretation of these Terms. The terms "include" and "including" are deemed to include the phrase "without limitation" immediately thereafter.