Term of Service
WE ADVISE YOU TO READ THE FOLLOWING TERMS OF SERVICE (HEREINAFTER “TERMS”) BEFORE CREATING AN ACCOUNT AND/OR USING TOKENGUARD SERVICES. BY ACCESSING THE WEBSITE, CREATING AN ACCOUNT AND USING OUR SERVICES YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE. IN CASE YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT ACCESS THIS WEBSITE AND DO NOT USE OUR SERVICES.
THE SERVICES OF TOKENGUARD ARE INTENDED FOR AND ARE TO BE USED SOLELY BY THE CUSTOMERS / USERS, NATURAL OR LEGAL PERSONS, WHO ARE RESIDENTS, ARE INCORPORATED OR HAVE A REAL SEAT IN THE COUNTRY WHERE TRADING VIRTUAL ASSETS IS LEGAL AND NOT PROHIBITED OR RESTRICTED, AND COUNTRIES WHERE NO SPECIAL LICENSE IS REQUIRED.
1.1 Application: These Terms of Service apply to all methods of accessing TokenGuard, including the website, mobile app, and Data Interface, and whether or not the customer pays a fee or creates an account.
1.2. Definitions: For the purposes of these Terms and Conditions:
- Affiliate refers to an entity that controls, is controlled by or is under common control with another party. Control is defined as ownership of 50% or more of voting securities, such as shares or equity interests.
- Account refers to a unique account created specifically for accessing the Service or certain parts of it
- Company refers to 2140 Software Solutions Inc. and will be referred to as “the Company,” “We,” “Us,” or “Our” in this Agreement.
- Feedback refers to any comments, innovations, or suggestions sent by the customer regarding the attributes, performance, or features of the Service.
- Free Trial refers to a limited period of time that may be free when purchasing a Subscription.
- Service refers to the TokenGuard Website and/or Mobile Application.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
- Terms and Conditions (also referred as “Terms”) refer to this entire agreement between You and the Company regarding the use of the Service.
- Third Party Data refers to information and data obtained from independent third-party sources, such as blockchain ledgers, surface web crawlers, dark market crawlers, and others, regarding blockchain wallets, exchanges, transactions, and systems.
- You or “Customer” or “User” refers to the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
2. Account Setup
2.1 Eligibility: To use TokenGuard, an individual must be of legal age (the age of majority) in their jurisdiction and capable of forming a binding contract under applicable law. In most jurisdictions, the age of majority is either 18 or 19 years old. A legal entity may only use TokenGuard if it has the necessary power, capacity, authority, and approvals to lawfully accept these Terms of Service and perform its obligations and exercise its rights under these Terms.
2.2. Registering an account: To use the Services, every user must complete the account registration process. During this process, TokenGuard will process the user’s account data, which the user will provide when opening an account on the TokenGuard platform or using the Services. This information may include:
- Contact information, such as name, home address, email address (which will have to be confirmed), date of birth.
- Account information, such as username and password.
2.3. Verification of Information/Documents: By using TokenGuard or applying for an Account, You consent to TokenGuard making reasonable inquiries and investigations (including inquiries with credit reporting agencies, public databases and government agencies) that TokenGuard considers appropriate to verify the information and documentation provided by or on behalf of You. On request by TokenGuard at any time, You will provide TokenGuard with the information and documentation reasonably required for TokenGuard to verify the information or documentation provided by or on behalf of You.
2.4. TokenGuard will rely on the information provided by or on behalf of You or an User. You are and will remain fully responsible and liable for all loss, damage and liability (including additional costs) that You, TokenGuard or any other person may incur as a result of the submission by or on behalf of You or an User of any false, incorrect or incomplete information or Your failure to promptly update Your information if it changes.
2.5. Notwithstanding any other provision in these Terms of Service, TokenGuard reserves the right in its discretion and for its sole convenience to refuse to allow any person to use TokenGuard or to revoke any previously granted permission to use TokenGuard.
3. Users and Account Suspension
3.1. Your Account is personal to You and may not be shared with or used by any other person. You are fully responsible and liable for all use and misuse of Your Account (including all transactions using Your Account) and for all resulting loss, damage and liability. You will not permit any person to use Your Account and shall immediately notify TokenGuard if there has been any unauthorized use of Your Account.
3.2. Access to and use of Your Account will require use of valid and subsisting unique identifiers registered with TokenGuard (collectively “Credentials”). Credentials are specific to You, and may not be shared with or transferred to any other person.TokenGuard is not required to verify the actual identity or authority of any person accessing or using the Credentials, but in its discretion may do so and may deny access to Your Account or refuse to accept or act on any information or instruction if is not satisfied with the verification.
3.3. Suspension: Notwithstanding any other provision of this Term of Service, TokenGuard may immediately suspend the customer’s access to and use of the Service, including their Account (if applicable) and deactivating all Credentials, in the following circumstances: failure to make a payment when due, breach of these Terms of Service, damage or risk of damage to the integrity, functionality, operation, performance, results, reliability, or security of TokenGuard or its systems, or if required by law or necessary to prevent harm, loss, damage, or liability. If the customer’s access is suspended, TokenGuard will promptly reinstate it after the issue is resolved to its reasonable satisfaction. The suspension of the customer’s access will not be a breach of these Terms of Service or give rise to any liability by TokenGuard.
4. Subscription and Service
4.1. The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription in accordance with the section 6.1. At the end of each term, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it in accordance with these Terms of Service. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
4.2. You will use TokenGuard Service for the sole purpose of Customer’s lawful, internal business purposes only, and in accordance with these Terms of Service and all applicable laws; and You will not distribute or disclose (in any manner whatsoever) any parts of the Service, its results or Third Party Data, in whole or in part, to any person except as required by applicable law. Use of Service for any other purpose or in any other manner is strictly prohibited.
4.3. TokenGuard will maintain the confidentiality of the identity associated with each blockchain wallet requested by you, in accordance with these Terms of Service. TokenGuard will not access or utilize this information for any purpose other than to fulfill its obligations under these Terms or as explicitly authorized by the customer. Despite the provisions in this section or elsewhere in these Terms of Service, TokenGuard may create aggregated data regarding its use by or on behalf of the customer and may use and disclose this aggregated data for any purpose (commercial or otherwise) without prior notice or compensation to the customer or any other individual. In this document, “Aggregated Data” refers to information that does not specifically identify a blockchain wallet, its owner, or a customer.
5. Restrictions and Compliance
5.1 You and any users under your control must not:
- Use the Service, any part of it, or Third Party Data in any manner, by any means, or for any purpose not explicitly permitted by these Terms of Service.
- Attempt to bypass the ordinary navigation structure, technical delivery systems, or display of TokenGuard, or access or use the Service by any means not purposely made available by TokenGuard.
- Use the Service in a way that interferes with, damages, disrupts, compromises, or degrades the integrity, functionality, operation, performance, or security of TokenGuard, the Company, Third Party Data, or any related system.
- License, sublicense, sell, share, transfer, assign, pledge, create an interest in, or otherwise make available or permit, including allowing publication or distribution through any medium, including social media, of TokenGuard, the Service, or Third Party Data to or for the benefit of any other person, whether as a service bureau or otherwise, and whether with or without charge.
- Index, crawl, catalogue, mirror, frame, scrape, cache, or otherwise collect or mine any data (including Third Party Data) from TokenGuard or any of the System for any purpose using any technologies, tools, or methods (including robots, spiders, crawlers, or other automatic devices, programs, or methodologies).
- Alter, attempt to circumvent, destroy, obscure, or remove any notices (including trademark and copyright notices), proprietary codes or locks, means of identification, digital rights tools, or management information, security or control measures, or agreements (including end-user terms and conditions) on, in, or in relation to TokenGuard, its Service, or Third Party Data.
- Reverse engineer or otherwise access or use TokenGuard or its System to create a product or service that is competitive with TokenGuard, its features, or any other product or service offered by the Company, or a product or service using similar ideas, features, or functions.
- Permit, assist, or encourage any other person to do any of the above or commit an act or omission that would be a breach of these Terms of Service if committed by you or a user.
Note: The restrictions outlined in this section do not apply if and to the extent that they are prohibited by applicable law.
5.2. You will at all times comply with all laws (including laws regarding money laundering, anti-terrorist financing and personal data/information protection) applicable to Your use of TokenGuard, its Service and Third Party Data.
5.3. You are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all compatible equipment (including servers, personal computers and mobile computing devices), software (including compatible browser software) and services (including internet access) necessary for the use of the Service (including the transmission of data to and from TokenGuard and its Systems) by or on behalf of You and Users.
5.4. You will promptly notify TokenGuard if You or any User knows of or suspects any unauthorized access to or use of TokenGuard or any its System; or becomes aware of any complaint, claim or allegation by any person arising from, connected with or relating to the use of the Service, any TokenGuard feature or Third Party Data by or on behalf of You. On request by Tokenguard, You will cooperate with and assist TokenGuard to investigate and respond to the complaint, claim or allegation (as applicable).
6. Fees and Payment
6.1.You will pay TokenGuard the applicable fees and charges for your use of their services, as outlined in the relevant Order Form. These fees may include recurring payments for subscriptions purchased and are due in advance and non-refundable. TokenGuard reserves the right to change these fees at any time, but changes will not be retroactive. By continuing to use the service after any fee changes, you agree to the new fees.
6.2.Fees do not include any taxes imposed by federal, state, or local government entities in Canada or any other jurisdiction, including sales, use, value-added, property, excise, import, foreign, withholding, or other taxes, duties, charges, levies, fees, excises, tariffs, and assessments of any nature. You are responsible for and must promptly pay and remit all taxes associated with the fees owed to the company, excluding corporate income taxes owed by the company. You must also pay the company for any taxes that the company is legally required to collect from you or pay on your behalf to the relevant tax authorities.
6.3. If You select to pay Fees and Taxes by credit card, cryptocurrency or other payment method acceptable to the Company, then the Company will charge Fees and Taxes to the credit card, cryptocurrency account or payment method on the date when the Fees and Taxes are due and payable, and the Company will simultaneously provide (including by email) or make available (through Your Account) to Customer an applicable invoice or payment confirmation. In all other circumstances, the Company will issue to You an invoice for Fees and Taxes, which invoice is payable on receipt. Payment obligations are non-cancellable and advance payments are non-refundable, except as expressly set out in these Terms of Service. Any amount due and owing by Customer to the Company will be deemed not paid by Customer unless and until immediately cleared funds have been unconditionally deposited to the Company’s designated bank account free and clear of all restrictions, except for restrictions imposed by the Company’s bank for reasons unrelated to Customer or Customer’s method of payment. All Fees and applicable Taxes are payable in U.S. currency unless the applicable Order Form expressly states otherwise. You are solely responsible for all fees and charges (including currency exchange fees and service fees) charged by Your payment service provider. Overdue payments are subject to compound interest at a rate of 1% for each month (12% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower. Except to the extent required by applicable law, all amounts payable to the Company under these Terms of Service are payable in full without any deduction or withholding. In addition to the above, in the event that the You fail to make the said payments and Fees in accordance with this Agreement, within ten (10) days from the receipt of invoice the Company shall have the right to suspend the customer’s account with immediate effect.
7. Ownership/Proprietary Rights
7.1. Except for the limited licenses expressly set out in these Terms of Service: as between the Parties, TokenGuard will at all times solely own and retain all rights, title and interests (including all intellectual property rights) throughout the world in, to and associated with Tokenguard, the Services, its Systems and Third Party Data; and neither You nor any other person will have any right, title or interest in, to or associated with TokenGuard.
7.2. You assign all rights, title, and interest in any feedback you provide to the TokenGuard company. If the assignment is not effective for any reason, you agree to grant the company an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and exploit such feedback without restriction. TokenGuard may use and commercialize the feedback without providing compensation to you or anyone else.
7.3. The Service and its original content, features and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the country of origin and foreign countries. Notwithstanding any other provision of these Terms of Service, and for greater certainty, under no circumstances will the Company be obligated to provide, nor will You or any other person be entitled to directly or indirectly receive, obtain, access or use, a copy of any of the software or other technologies used by the Company to provide the Service.
7.4. Reservation of Rights: All rights not expressly granted by the Company under these Terms of Service are reserved by TokenGuard.
8.1. To the maximum extent permitted by applicable law, and except for the representations and warranties expressly set out in these Terms of Service, the TokenGuard Service and its features are provided “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to accuracy, completeness, correctness, durability, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness or title, are hereby disclaimed by the Company. Except for the representations and warranties expressly set out in these Terms of Service, no oral or written information or advice given by or on behalf of the Company will create any legally binding or effective representation, warranty, condition or guarantee. Customer is solely responsible and liable for the selection and use of the TokenGuard Service to achieve Customer’s intended results.
8.2. Specific Acknowledgements and Disclaimers: Without limiting section 8.1, and notwithstanding any other provision of these Terms of Service:
8.2.1. Customer acknowledges that a Tokenguard Service is uses a finite set of evolving algorithms and rules and is based on Third Party Data available to Tokenguard at the relevant time, is not intended to identify or comprehensively assess or predict all possible risks associated with the blockchain wallet, and may include inaccurate or otherwise erroneous results.Customer acknowledges that this Tokenguard service is not meant to protect crypto assets, only to monitor activities on those assets. Customer uses the TokenGuard service, its features at Customer’s own risk.
8.2.2. Third Party Data: You acknowledge that the functionality, operation, performance, and results of the TokenGuard service and its features depend on the timely receipt of Third-Party Data from various independent sources, and TokenGuard does not verify the accuracy, currency, or completeness of this data. You also acknowledge that Third-Party Data may not be accurate, current, or complete, and as a result, TokenGuard features may not be accurate or correct. TokenGuard is not responsible or liable for any Third-Party Data or any delay or deficiency in the TokenGuard service, its features, or any breach of these Terms of Service caused by a delay or failure by a third party to provide accurate, current, and complete Third-Party Data to TokenGuard. TokenGuard does not make or give any representation, warranty, condition, or guarantee of any kind, express, implied, or statutory, regarding Third-Party Data or the TokenGuard service, its features, and disclaims to the fullest extent allowed by law. TokenGuard will not be responsible or liable to you or anyone else for any damage, loss, or liability arising from, connected with, or relating to the use of Third-Party Data.
8.2.3. Customer acknowledges that TokenGuard might be affected by circumstances beyond the Company’s control, might not be continuous, uninterrupted or secure, and is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. the Company is not responsible or liable for any delays or failures or any damage, loss or liability resulting from any of those problems. Customer acknowledges that security measures used by or on behalf of the Company and its subcontractors and service providers might not protect its systems or data stored or processed in its systems against unauthorized access, use or disclosure. the Company is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, any its system or any data stored or processed in any its system, whether through accident, fraudulent means or devices, or any other method.
8.2.4. No Professional Advice: The TokenGuard service, its features and Third Party Data do not constitute or include any kind of professional advice, including any legal, financial, investment, accounting or tax advice. Customer is solely responsible and liable to ensure that Customer’s performance of Customer’s obligations and exercise of Customer’s rights under these Terms of Service and the use the TokenGuard service, its features and Third Party Data by or on behalf of Customer complies with all applicable laws and best practices in all relevant jurisdictions and does not violate, infringe or misappropriate any rights of any person in any relevant jurisdiction.
8.2.5. Credentials misconduct: Customer accepts and assumes all risk of damage, loss and liability resulting from any unauthorized use of the TokenGuard service, its features or Third Party Data by any Authorized User or the unauthorized use or disclosure of any Credentials. the Company is not required to verify the actual identity or authority of any person using Credentials, and the Company may act on any communication that is given with the use of Credentials.
9. Liability Exclusion and Indemnity
9.1. Liability Exclusion: Notwithstanding any other provision of these Terms of Service and to the maximum extent permitted by applicable law, in no event and under no circumstances will the Company be liable to you or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms of Service, the subject matter of these Terms of Service, or any related matter (including your use of, or inability to use, the TokenGuard service, its features or any Third Party Data), under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by the Company or any of its Representatives, even if other remedies are not available or do not adequately compensate for the loss, damage or liability, even if the Company or any of its Representatives knows or ought to have known of the possibility of the loss, damage or liability being incurred, and regardless of whether or not the loss, damage or liability was foreseeable.
9.2. Indemnity: You will defend, indemnify and hold harmless the Company from and against any and all claims, complaints, demands, actions, suits and proceedings by any person, including any regulatory authority (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to any of the following: the use by or on behalf of Customer or an User of the TokenGuard service, its features or any Third Party Data; or any negligence, misconduct or breach of these Terms of Service, or any actual or alleged violation of any applicable law or infringement of any rights, by or on behalf of Customer or any other person for whom Customer is responsible under these Terms of Service or at law. Notwithstanding the foregoing in this section, tokenguard retains the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding.
10. Term and Termination
10.1. The Term of these Terms of Service will commence on the start date of the Subscription and will continue in full force and effect until the Subscription ends or is cancelled or terminated in accordance with these Terms of Service
10.2. TokenGuard may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions. Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
10.3. Notwithstanding any other provision of these Terms of Service, if Customer breaches these Terms of Service then the Company in its discretion may terminate these Terms of Service as they apply to Customer effective immediately by deactivating Customer’s Account or giving a notice of termination to Customer.
10.4. Consequence of Termination: If these Terms of Service expire or are terminated for any reason: the Subscription will terminate immediately and automatically, without notice to You, and You will no longer be entitled to access or use Your Account or any part of the Service. Upon cancellation/termination of the Service or any part thereof, Your Account shall stand automatically deleted including any data relating to the Account, and TokenGuard will not be liable to retrieve such data for You.
11. General provisions
11.1. Survival: All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Account suspension and cancellation, debts owed to the Company, general use of the TokenGuard Site, disputes with Coinbase, and general provisions, shall survive the termination or expiration of this Agreement.
11.2. Notices: TokenGuard may deliver invoices, payment confirmation and notices to You at Your provided email address during account registration.. If You have any questions about these Terms of Service, You may contact TokenGuard by email at: [email protected]
11.3. Governing Law: These Terms of Service, the subject matter of these Terms of Service and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code or the Uniform Computer Information Transactions Act, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.
11.4. All disputes, controversies and claims between the Parties arising under, out of, in connection with, or in relation to these Terms of Service, the subject matter of these Terms of Service or any related matter (each a “Dispute”) will be resolved in accordance with this section unless the Parties expressly agree in writing otherwise.
11.5. Arbitration: Subject to next section, a Dispute that is not resolved by the Parties pursuant to earlier section will be referred to and finally resolved by confidential binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Vancouver, British Columbia. The language of the arbitration will be the English language. If ICDR Canada is not operative, then the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). Any award rendered in an arbitration is final and binding, and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award.
11.6. Litigation: Notwithstanding the sections above, either Party may seek preliminary or temporary injunctive relief and other remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia to avoid irreparable harm or to preserve the status quo, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters and any other matter that is not properly subject to arbitration, Each Party irrevocably waives all rights to trial by jury.
11.7. Force Majeure: Notwithstanding any other provision of these Terms of Service, the Company will not be liable for any delay in performing or failure to perform any of the Company’s obligations under these Terms of Service to the extent performance is delayed or prevented due to a cause or circumstance that is beyond the Company’s reasonable control, and any delay or failure of that kind will be deemed not a breach of these Terms of Service by the Company and the time for the Company’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
11.8. Miscellaneous: The Parties are non-exclusive, independent contracting parties, and nothing in these Terms of Service or done pursuant to these Terms of Service will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between the Parties. These Terms of Service are binding on and will enure to the benefit of the Parties and their respective successors and permitted assigns. Customer may not assign these Terms of Service without the Company’s express, prior written consent. the Company in its discretion may assign these Terms of Service without Customer’s consent. If any provision of these Terms of Service is held by a court or arbitrator to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Service and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Service would fail in its essential purpose. If the Company’s consent or approval is required under these Terms of Service, then the Company in its discretion may withhold the consent or approval unless these Terms of Service expressly specifies otherwise. No consent or waiver by the Company to or of a breach of these Terms of Service by Customer will be effective unless in writing and signed by the Company. Except as expressly set out in these Terms of Service, the Company’s rights and remedies under these Terms of Service are cumulative and not exclusive of any other rights or remedies to which the Company may be entitled under these Terms of Service or at law, and the Company is entitled to pursue all of its rights and remedies concurrently, consecutively and alternatively. The Parties have expressly requested and required that these Terms of Service and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en Anglais. If a document relating to these Terms of Service requires the signature of both Parties, then the document may be signed and delivered (including by facsimile transmission or by email in PDF or similar format) in counterparts, and each signed and delivered counterpart will be deemed an original, and both counterparts will together constitute one and the same document.