Important Notice:
The following terms and conditions apply to the use of the Company’s platform and API. Carefully read these terms before using, accessing, or downloading the Company’s digital asset technology, platform, or API. By proceeding, you confirm your agreement to these terms in the use of the Company’s platform and API. If you do not agree, refrain from using or accessing the technology through the platform or API.
Access Credentials: Refers to the login details and unique access links provided to authorized users for secure entry into the Company’s platform.
Account Manager: The designated individual from the Company responsible for managing the account relationship.
Affiliate: Any organization that is directly or indirectly under the same control, or controlling, as another entity.
Agreement: Refers to these terms and any applicable commercial documentation that accompanies them.
Authorized Users: Personnel designated by the client to utilize the Company’s technology or products.
Brand Partner: Any third party, such as a retailer or service provider, that supplies digital assets for resale or use via the Company’s services.
Brand Materials: All proprietary content, designs, and data provided by or associated with a Brand Partner.
Business Day: Any weekday excluding public holidays in the United States when banks operate.
Client Organization ("Buyer"): The organization or entity granted access to the Company’s services, as identified in relevant documentation.
End Customer/Buyer: Customers of the client who interact with the Buyer’s platform to obtain and use digital assets distributed through the Company’s technology.
Company: Refers to Transaction Corporation.
Company API: Refers to the application programming interface made available by the Company to the Buyer/Client for integration purposes into the Company’s technology and all associated data accessed via the API.
Buyer/Client Data: All user-generated or uploaded data, including customer details, managed within the Company platform or via the Company API by or for the client.
Agreement Start Date: If the parties have entered into a formal agreement (e.g., a signed commercial form), the contract will take effect from the date specified as the "Start Date" or "Commencement Date" in that agreement.
The agreement remains valid for the initial period specified (referred to as the "Initial Term") and will automatically renew for consecutive periods of the same duration (referred to as "Renewal Terms") unless:
Continued Use Beyond Termination: If the agreement is terminated, but the client continues accessing the Company platform or services to purchase digital assets, this will automatically initiate a new agreement under the same terms, except:
Without Formal Agreement: In the absence of a signed commercial form, the agreement begins once these terms are accepted (e.g., during account registration) and continues until terminated by either party with a minimum of 60 business days' notice.
Payment of Fees: The client agrees to pay all applicable charges as outlined in the relevant documentation, including invoices, within 30 calendar days of the invoice date. Fees are typically invoiced in advance unless otherwise specified and are non-cancellable and non-refundable.
Annual Adjustments: The Company reserves the right to adjust fees annually, in line with increases in the Consumer Price Index or equivalent benchmarks in the relevant jurisdiction.
Consequences of Late Payments:
Currency and Taxation: All payments will be made in the currency specified in the commercial agreement and are exclusive of any applicable taxes such as VAT or sales tax, which will be added to the invoice.
Client Responsibilities for Charges: Any transaction-related costs, such as credit card fees or fraud processing checks, are the client’s responsibility.
Grant of Access: The Company provides the client and its authorized users with a non-exclusive, non-transferable, and revocable license to access and use the platform solely for purchasing and distributing digital assets. Usage rights are conditional upon compliance with these terms, including the timely payment of all applicable fees.
Client Responsibilities: The client is responsible for maintaining the confidentiality of login credentials and ensuring only authorized personnel access the platform. The Company will not be liable for any losses resulting from unauthorized access due to a failure to safeguard access credentials.
Security Measures: The client must immediately report any security incidents, unauthorized access, or breaches involving the platform.
Restrictions: The client must ensure the platform is not used for fraudulent, unauthorized, or illegal purposes. Unauthorized modification, distribution, or reverse engineering of the platform is strictly prohibited.
API Access and Integration: The Company provides access to its API for integration with the client’s systems. This license is non-transferable, non-sublicensable, and solely for facilitating digital asset transactions and distributions.
Operational Responsibilities: The client is solely responsible for securing API keys, maintaining its platform's functionality, and ensuring compliance with data protection standards.
Limitations on Use: The client may only use the API for approved purposes as outlined in the agreement and must not exploit the API for unauthorized services or activities.
Modification and Updates: The Company reserves the right to modify or update the API. Reasonable notice will be provided for changes that require integration updates.
Security Incidents: In the event of a security breach involving the API, the client must notify the Company within 48 hours and cooperate in mitigating any potential impacts.
Scope of Support: The Company offers reasonable technical assistance for the use of its platform and API, including access to documentation and product support materials.
Availability: Support is available during standard business hours on designated business days.
Client Obligations: The client must ensure its users first address queries to their internal support channels or the relevant digital asset provider before contacting the Company.
The Company offers digital assets for purchase through its platform or API, subject to availability.
Purchases may be made using either:
Once payment is processed, the Company will deliver the ordered digital assets either:
The client is solely responsible for ensuring recipient information is accurate. The Company will not be liable for delivery failures caused by incorrect information provided by the client.
The Company reserves the right to:
All purchases are final. Refunds are only granted in cases of Company error, determined at the Company’s discretion. The client is responsible for managing any refunds issued to end customers.
The client will cover all transaction fees incurred during purchases, including third-party charges.
In cases where the client’s Buyer Float is insufficient to complete a transaction, the Company may, at its discretion, provide an "Advanced Allocation" to temporarily increase the available balance.
Advanced Allocations are subject to:
Advanced Allocations are treated as a debt owed by the client and must be repaid promptly. The Company may offset this amount against the Buyer Float or require immediate payment.
The client must:
The client is responsible for implementing security measures to prevent unauthorized or fraudulent use of the platform, API, and digital assets.
Upon request, the client must provide the Company with:
The client agrees to indemnify and hold the Company harmless against any losses arising from:
The Company retains full ownership of all intellectual property rights related to its platform, API, and associated technologies. The client is granted only the limited, non-transferable rights explicitly stated in this agreement.
Ownership of client-provided data remains with the client. The Company is granted a license to use this data solely to provide services under the agreement.
Except for the limited rights granted, no transfer of ownership or licensing of intellectual property occurs under this agreement.
The client shall not:
The client must ensure that only authorized personnel access the platform and API. Any misuse, including sharing access credentials with unauthorized users, is prohibited.
The client is responsible for implementing adequate security measures to protect its systems and prevent unauthorized use of the Company’s technology.
The Company reserves the right to restrict access if the client employs or contracts individuals who also work for a competitor offering similar services.
Both parties must comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) or equivalent local laws.
The client warrants that it has obtained necessary permissions to share any personal or sensitive data with the Company. The client is responsible for ensuring data uploaded to the platform complies with all applicable regulations.
In the event of a data breach involving client data, the Company will notify the client promptly and take appropriate measures to mitigate risks.
Upon termination of the agreement, the Company will retain client data only as required by law or regulatory obligations.
The Company agrees to indemnify the client against third-party claims that the client’s authorized use of the Company’s technology infringes intellectual property rights, provided:
The client agrees to indemnify and hold the Company harmless against any claims, losses, or damages arising from:
The Company’s indemnity does not apply if claims arise due to:
"Confidential Information" includes all non-public information shared between the parties under this agreement, including:
Both parties agree to:
Confidentiality does not apply to information that:
Upon termination of the agreement, each party must return or destroy all confidential information unless retention is required by law or for regulatory purposes.
The client consents to the Company referencing their name and logo in marketing materials, case studies, and client lists, provided:
The client agrees to provide a testimonial if the Company’s technology meets their expectations and requirements.
Any joint marketing or promotional campaigns must be mutually agreed upon in advance.
To the fullest extent permitted by law, neither party will be liable for:
The Company’s total liability in connection with this agreement, whether in contract, tort, or otherwise, is limited to the greater of:
The limitations in this section do not apply to:
Either party may terminate this agreement with immediate effect if the other:
The Company may terminate the agreement if:
In cases where no breach has occurred, either party may terminate with 60 business days' written notice.
Provisions related to confidentiality, indemnification, liability, and intellectual property rights will survive termination. The client’s rights to use the Company’s platform and API terminate immediately upon the agreement’s end.
During the term of this agreement, the client agrees not to:
This restriction remains in effect for the duration of the agreement and may be extended for a reasonable period if specified in supplementary agreements.
A "Force Majeure Event" refers to circumstances beyond a party's reasonable control, including but not limited to:
Neither party will be liable for failure to fulfill contractual obligations due to a Force Majeure Event. The affected party must notify the other promptly and take reasonable steps to mitigate delays or damages.
If the Force Majeure Event continues for more than three months, either party may terminate the agreement with 30 days’ written notice.
The client may not transfer or assign its rights or obligations under this agreement without prior written consent from the Company. The Company may assign its rights and obligations to an affiliate or successor without client consent.
The Company reserves the right to modify these terms. Updated terms will take effect upon notice or publication, and continued use of the platform constitutes acceptance.
Failure to enforce any term of this agreement does not constitute a waiver of that term or any other rights.
If any provision of this agreement is deemed invalid or unenforceable, the remaining provisions will remain in effect.
This document constitutes the entire agreement between the parties, superseding all prior understandings or communications.
Nothing in this agreement creates a partnership, agency, or joint venture between the parties.
No third party may enforce the terms of this agreement except where explicitly stated.
All notices under this agreement must be sent in writing to the designated contact email addresses.
For U.S. clients: This agreement is governed by the laws of the State of Delaware, with disputes resolved in Delaware courts.
This agreement may be signed electronically or in counterparts, each constituting a valid and enforceable document.