Effective Date: April 2nd, 2020
These Terms of Service and any terms expressly incorporated herein (“Terms”) apply to any access to or use of any services made available by Verico international, Inc ( hereafter “Verico”, “TRADN”, "we", "us", "our") and using the website https://tradn.io (the “Site”) or the TRADN mobile applications or any application programming interface (API) that may be provided by TRADN and relating to the Site, and to any other services provided by TRADN relating to the Site (collectively, “the TRADN Services” or “the Services.”) By clicking on an “I Agree” button or check-box presented with these Terms or by accessing any of the TRADN Services, you agree to be bound by these Terms.
TRADN will provide Services with respect to certain cryptocurrencies, cryptographic tokens and other digital assets (together known as “Tokens”) that are made available for trading on the Site.
BY ACCESSING AND USING THE TRADN SERVICES YOU ARE ENGAGING IN FUNDAMENTALLY RISKY AND SOPHISTICATED TRANSACTIONS. CRYPTOCURRENCIES ARE HIGHLY VOLATILE INSTRUMENTS AND CAN RAPIDLY AND UNEXPECTEDLY DECREASE IN VALUE. TRANSACTING WITH CRYPTOCURRENCIES ALSO REQUIRES A CERTAIN LEVEL OF TECHNICAL KNOWLEDGE AND UNDERSTANDING WITHOUT WHICH USERS MAY LOSE ACCESS TO SOME OR ALL OF THEIR CRYPTOCURRENCIES. BY ACCESSING THE TRADN SERVICES YOU AGREE THAT YOU ARE VOLUNTARILY ENGAGING IN INHERENTLY RISKY TRANSACTIONS AND THAT YOU ARE AWARE OF THE RISKS INVOLVED INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, LOSS OF ACCESS TO CRYPTOCURRENCY FUNDS DUE TO TECHNICAL ERRORS, SOFTWARE FLAWS AND POTENTIAL COMPROMISE OF THE SECURITY OF EITHER THE SERVICES OR YOUR OWN PERSONAL SYSTEMS. WHILE TRADN EMPLOYS BEST IN CLASS SECURITY SOLUTIONS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE, AND SHOULD SUCH ISSUES ARISE IN CONNECTION WITH YOUR USE OF THE TRADN SERVICES, INCLUDING TECHNICAL DIFFICULTIES WITH DEPOSITING, WITHDRAWING OR TRADING OF CRYPTOCURRENCIES, IT MAY TAKE EXTENDED PERIODS OF TIME TO RESOLVE AND IN SOME CASES SUCH ISSUES MAY NOT EVER BE RESOLVED. BY AGREEING TO THESE TERMS OF SERVICE YOU AGREE THAT TRADN IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS AND THAT YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO ENGAGE IN CRYPTOCURRENCY TRANSACTIONS ON THE TRADN SERVICES.
Modification of Terms
TRADN reserves the right to modify these Terms at any time and at TRADN’s discretion. TRADN will provide notification of modification of these Terms either by sending you an email or by updating the “Effective Date” presented at the top of these Terms of Service. By clicking “I Agree” button or a check box presented with these Terms you agree to be bound by the updated or modified Terms. If you do not agree to any modification of the Terms, you must stop using the TRADN Services. We strongly encourage you to periodically return to and review these Terms from time to time. Any questions related to these Terms can be directed to our support team via our Intercom chat
In order to use the TRADN Services, you must be at least 18 years of age, must not be a United States citizen or taxpayer, must not be a specially designated national, must not be a designated individual on any of the UN, EU or FATCA watchlists, and you must have the authority to enter into and execute an agreement to these Terms. By clicking “I Agree” button or a check box presented with these Terms you warrant that you comply with general rules of eligibility to use the TRADN Services.
The TRADN Services are not available to individuals residing in locations that are sanctioned by the UN, EU and FATCA. If you reside in one of these locations, you are not allowed to use the TRADN Services.
Individuals wanting to use the TRADN Services on behalf of an enterprise or legal entity are advised to request a corporate account, when such accounts are made available on our platform. If you use the TRADN Services on behalf of an enterprise or legal entity without registering for a corporate account, you do so at your own risk and you agree and accept that your account may be restricted, access to your account may be prevented, and access to your funds may be withheld pending a full investigation of the details surrounding the enterprise or legal entity on whose behalf you are accessing the Services. You also agree that your details and the results of such an investigation will be shared with the relevant regulatory authorities.
In order to access some of the TRADN Services, you may be required to provide certain personal information such as email addresses, mobile telephone numbers and must provide accurate and truthful details and documentation in order for TRADN to provide fully functioning Services to you. You agree that TRADN may share the relevant data with certain third parties contracted by TRADN to perform evaluations against the provided data and documentation in order to verify and validate the same as well as ascertain your status with regards to the relevant sanctions as required by TRADN’s licenses.
While TRADN maintains the highest security standards available and implements advanced security controls, you are also required to ensure the security of your account by protecting your account data, passwords, cryptocurrency addresses and other relevant data. You also agree to follow the security best practices and rules presented by TRADN in order to maintain the security of your account and your personal data.
In order to ensure the security of your account and your personal data, TRADN provides both required and optional enhanced security measures. Irrespective of the enhanced security measures, you remain responsible for protecting all of your sensitive data including but not limited to authentication details, passwords, One Time Passwords, cryptocurrency addresses, trade information and other information related to your usage of the Services.
Responsibility for Authorized Actions
You hereby authorize TRADN to take appropriate actions including but not limited to placing orders, receiving deposits and executing withdrawals based on instructions the Service receives from your account, whether or not you have personally authorized those actions. In the event you notice the execution of any actions not personally authorized by you, you will immediately notify TRADN via the Customer Chat and will similarly immediately notify TRADN if you have any suspicion that your account may have been compromised, hacked or otherwise accessed without your consent.
Number of Accounts
TRADN limits the availability of the Services to individuals via a single account. Any requests for additional, duplicate accounts will not be granted. Users wanting to open corporate accounts should do so via the appropriate channels provided on the Site.
Risk Disclosures: Assumption of Risks, Release of TRADN
Risk Disclaimer: “Tokens” and their underlying technologies are emerging technologies which may be difficult to manage and operate with no guarantees that they will work as advertised or as intended. “Tokens” may be vulnerable to attack, may cease to operate, may be lost, cancelled, double-spent, or delisted. Additionally, forks, side-chains, or other features of specific “Tokens” may not be supported by TRADN and TRADN may suspend services related to specific “Tokens” or even withhold or cancel transactions, etc, in its sole discretion or as required by law enforcement or other regulatory authorities. TRADN does not bear any responsibility for the above possibilities and in using the Services you agree to waive release and discharge any and all claims against TRADN regarding any of the above issues should they occur. You further hereby confirm that you have enough technical expertise to interact with each individual “Token” from security, integrity and operational standpoints and have enough knowledge to make your own decisions regarding whether or not to use, purchase, hold or transfer these “Tokens.” You accept the risks inherent in trading these “Tokens” and acknowledge that you should not participate in trading of any “Tokens” unless you have enough financial resources to do so. Further, you acknowledge that the availability of a specific “Token” on the TRADN Services in no way represents TRADN’s endorsement of the integrity, security, operation or value of the “Token”, nor does it represent TRADN’s approval or disapproval of the underlying technology. TRADN does not provide trading advice and does not assume any responsibility to provide any warranty about the suitability of any “Token.”
Initial Account Funding
Only users who pass identity verification to Level 2 can do initial account funding. In order to trade on the Services, you will first be required to transfer funds to an TRADN provided wallet. TRADN reserves the right to request that you verify your control over the external wallets that you will be using to transfer into the wallets or accounts provided by TRADN.
Only users who pass identity verification to Level 2 can deposit fiat currencies and cryptocurrencies to Tradn. You will be able to make deposits to the TRADN provided wallets, but if you send funds to the incorrect wallet address or to unsupported Token types, your funds may be lost forever and TRADN will not accept responsibility for such lost funds. Any funds you send to the TRADN provided wallet addresses or bank accounts will not receive any interest unless specifically stated otherwise on the TRADN Site.
Only users who pass identity verification to Level 2 can withdraw fiat currencies and cryptocurrencies from Tradn. You will be required to maintain enough funds in your wallets to satisfy any open orders you may have. Any funds in excess of those committed to your open orders may be withdrawn to an external wallet, in the case of Tokens.
TRADN may require you to verify your ownership of any external wallets or bank accounts prior to approving your withdrawal requests. Please note that TRADN is unable to reverse any withdrawal transactions and therefore accepts no responsibility for amounts sent to incorrect, improperly formatted or erroneous addresses, or addresses of a different type of Token than the one stipulated in the withdrawal request.
Withdrawal amounts may be subject to limits as described in the TRADN Deposit and Withdrawal Policy which is hereby incorporated into these General Terms and Conditions.
You hereby authorize TRADN to use your account to send amounts to any approved external wallet address specified by you when using the Service, as well as any fees charged by TRADN when executing transfers on your behalf.
Other Account Funding Terms
You hereby accept responsibility for any fees charged by third parties when making transfers to external wallet addresses, as well as any fees charged by TRADN when executing transfers on your behalf.
You also accept responsibility for ensuring that any transfer request, whether inbound or outbound, confirms to the TRADN requirements, third party service provider requirements, or Token requirements for processing such a request. For Token transfers you accept all responsibility for ensuring wallet addresses are properly formatted, correct, and suitable for the type of Token being transferred.
You further accept responsibility for ensuring that there are no errors in your transfer instructions when using the Services. You hereby agree and accept that if you do not comply with any of the above requirements, your Tokens may be permanently lost and you agree to waive any and all claims against TRADN under such circumstances.
The timing of completion of transactions are up to third party networks and TRADN provides no guarantees as to how long a transaction may take before it can be completed.
TRADN may impose limits on the amounts you will be able to transfer into or out of the Services at any given time and may suspend or even terminate your ability to make transfers from either your Token wallet or Fiat account or both, in order to comply with regulations, law enforcement orders, government body orders or at TRADN’s own discretion.
TRADN provides a function to indicate the value of your account or balances in certain fiat currencies in order to help illustrate the total value of your account or provide convenient trading of these balances on available markets. You agree that these fiat balances merely represent the value of your credit on the TRADN platform in the designated fiat currencies and accept that TRADN does not provide any facilities to deposit to or withdraw fiat balances from the TRADN platform at any time and under any circumstances.
Exchange Orders and Trades
Orders and Fees
A “Trade” is an exchange of Tokens, or an exchange of Fiat currency for Tokens or Tokens for Fiat currency between you and another user of the Services. An “Order” is created when you enter instructions to the system to make a Trade using the Services. When you enter an Order, you authorize TRADN to make a Trade of the specified Token or Fiat for all, or part of the specified amount on a spot basis. You agree to pay TRADN the applicable fees and authorize TRADN to deduct these fees from your wallet or from the Trade amount.
No Broker or Fiduciary Relationship
TRADN is not your broker, intermediary, agent or advisor and has no fiduciary relationship or obligation to you in connection with Trades or other decisions or activities effected by you in using the Services. As such, no information provided to you by TRADN is intended, or should be considered as advice. Please refer to the TRADN Risk Disclosures when choosing whether or not to use the TRADN Services.
Before an Order is placed, the system will provide a summary of the Order for you to confirm. If the system is unable to provide a summary or confirmation, this will not invalidate the Order submitted by you and it may be placed anyway.
Order Matching and Trade Execution
Upon placing an Order, your account will be updated to reflect the open Order and your Order will be included in the order book for matching. Once the Services match all or part of your Order with that of another user, the Services will execute a Trade. Once a Trade has been executed partially or completely, your account will be updated accordingly. Orders will remain open until they are executed or cancelled. In order to execute a Trade, you authorize TRADN to take complete control over the Tokens you are disposing of in the Trade.
You will be able to cancel an Order if it has not been executed yet. If the Order has been matched and the Trade executed, you will not be allowed to cancel, change, withdraw or rescind your authorization for TRADN to execute the Order. This applies to Orders that have been partially matched or executed. TRADN reserves the right to refuse cancellation of a Market Order once it has been submitted.
Exchange Orders and Trades: Insufficient Funds
In the event your account does not have sufficient funds to execute the Trade, TRADN may cancel the entire Order, or only fulfill the part of the Order for which you have sufficient funds.
General Service Terms
Conditions and Restrictions
TRADN may at any time, without prior notice, and in its sole discretion refuse completely or impose limits on transfer requests, Orders or other transactions submitted via the Services.
Accuracy of Information
In order to leverage any part of the Services, you may be required to provide personal information. You hereby warrant that any information provided by you is accurate, complete and current and you accept that any inaccuracies may lead to TRADN, in its sole discretion, freezing your accounts, assets and access at any time and without prior notification.
Support for Tokens
TRADN in its sole discretion determines which Tokens will be made available for trading, transferring and storing on the Services. Unless otherwise required by law enforcement or other regulatory bodies TRADN will make reasonable efforts to notify you of any changes to the supported Tokens. If you do not remove your Tokens or other assets to an external wallet address or account prior to cessation of support on the TRADN Services, you may lose all or part of your Tokens or other assets. In such cases, TRADN will not be liable for any losses, liabilities, costs or expenses related to its decision to remove support for any Token or asset.
Compliance with Law; Taxes
Throughout the duration of your usage of the TRADN Services, you agree that you are solely responsible for reporting any gains, revenue or taxable income to the relevant authorities to whom you are responsible. You agree and accept that TRADN is in no way responsible for determining or providing any information regarding your own personal tax liabilities.
Error Correction Attempts
TRADN may, at its own option and discretion, attempt to correct, reverse or cancel any Order, Trade, or Transfer with respect to which we have discovered an error, whether such error was by the TRADN Services, by you, or by a third party. You hereby authorize us to attempt any such correction, reversal, or cancellation described. TRADN provides no warranty or guarantee that any such attempt will be successful and bears no responsibility or liability for any such error or correction attempt.
If your account has been inactive and you have not responded to reasonable attempts by TRADN to contact you for a period of several years (as defined by the relevant statutes), TRADN may have an obligation to report any Tokens in your wallet address or any Fiat currency in your account to the applicable government entity as unclaimed property. If this happens, we will attempt to contact you using the information provided by you. If you do not respond, TRADN may be obligated to turn over any Tokens in your wallet address, or any Fiat currency in your account to the applicable government entity after deducting fees payable to TRADN.
If TRADN receives notice that any Tokens in your wallet address are alleged to have been stolen or otherwise are not lawfully possessed by you, we may, in our sole discretion, place an administrative hold on the affected Tokens. If this happens, we may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to TRADN has been provided in a form acceptable to TRADN. TRADN will not involve itself in any such dispute nor in the resolution of such disputes. You agree that TRADN has no liability or responsibility for such hold, or for your inability to withdraw Tokens or Fiat funds, or to execute Trades for the duration of any such hold.
You are solely responsible for taking all actions necessary related to enabling or receiving financial or other benefits made available to holders of specific Tokens. For example, and without limitation, if new or additional Tokens are provided to Token holders, it is your responsibility to claim and designate the appropriate wallet address for receiving such Tokens. You agree that TRADN bears no responsibility to enable, facilitate or help with claiming or receiving such Tokens or modifying any of TRADN’s systems in any way in order to allow you to receive such Tokens.
Unacceptable Use or Conduct
You will not violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services; use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner; engage in any type of market manipulation. Market manipulation activities include, but are not limited to, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing and layering, regardless of whether it is prohibited by law; use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities; use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data; use or attempt to use another user’s account without authorization; attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access, or attempt to access the Services from any location or jurisdiction in which you are prohibited from accessing the Services; introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material; develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed; provide false, inaccurate, or misleading information; post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable; post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service; post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; promote, offer, use or otherwise exploit the Services or use or otherwise exploit any data related thereto in connection with the formation, operation or offering of any index fund or similar product or any data package or similar product or any other derivative product utilizing the Site or the Services; or encourage or induce any third party to engage in any of the activities prohibited under this Section.
You agree to pay TRADN the fees described in the fee schedule (“Fee Schedule”), as periodically updated by us at our discretion. The updated Fee Schedule will apply prospectively to any Trades or other transactions that take place following the effective date of such updated Fee Schedule. You authorize us to remove Tokens from your wallet or from the Trade amount for any applicable fees owed by you under these Terms.
Changes, Suspension, Termination
Changes to Services
TRADN may, at our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.
Suspension or Termination of Services
TRADN may, at our discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services.
TRADN will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section (“Changes, Suspension, Termination”) or for any other reason). If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such an event.
Effect of Termination
In the event of discontinuation of all Services or other termination of your right to access all Services:
(a) all amounts payable by you to us will immediately become due;
(b) we may delete or deactivate your Account and all related information and files in such account without liability to you;
(c) we may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination.
In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Tokens, we will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a period of 90 days to remove the affected Tokens from your Hosted Wallet and any fiat currency from your Account.
Consent to Electronic Delivery
You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that we provide in connection with this Agreement, your Account or any Services.
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 with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with us and have sufficient storage space to save past Communications or an installed printer to print them.
Withdrawal of Consent
You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our Support Team by filing a support request at http://tradn.zendesk.com. If you decline or withdraw consent to receive electronic Communications, we may suspend or terminate your use of the Services.
Requesting Paper Copies
If, after you consent to receive Communications electronically, you would like a paper copy of a Communication that we previously sent you, you may request a copy within 30 days after the date we provided the Communication to you by contacting us at our Intercom chat.
In order for us to send paper copies to you, you must have a current street address on file with us. Please note that our Services operate exclusively online and it is very burdensome for us to produce paper copies of Communications. Therefore, if you request paper copies, you agree that we may charge you a processing fee, in the amount described in the Fee Schedule for each page of Communication requested.
Updating Contact Information
It is your responsibility to keep your email address and/or mobile phone number on file with us up to date so that we can communicate with you electronically. If we send 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, we will be deemed to have provided the Communication to you. If we send 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, we will be deemed to have provided the Communication to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at our Intercom chat. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by us are returned, we 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.
Ownership of Services
The Services, Site and all technology, content, data and other materials used, displayed or provided or received by you in connection with the Services or Site (“TRADN Materials”) together with all intellectual property rights in any of the foregoing are, as between you and us, owned by TRADN.
You may use the TRADN Materials solely as authorized by us in connection with your use of the Services for as long as we permit you to continue to access the Services.
Without limiting the foregoing, you will not:
(a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or TRADN Materials or use the Site, Services or TRADN Materials in any service bureau environment;
(b) modify or create derivative works of the Site, Services or TRADN Materials, or any portion thereof or any data or information received by you in connection therewith;
(c) frame, display or incorporate the Site, Services or TRADN Materials in any website or any other work of authorship;
(d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or TRADN Materials;
(e) use the Site, Services or TRADN Materials to design, develop or create any competing product or service; or
(f) otherwise use the Site, Services or TRADN Materials for any commercial or noncommercial purpose other than their intended purposes determined at our discretion.
"TRADN”, any product or service names, logos, and other marks used on the Site or TRADN Materials, or otherwise in connection with the Services, are trademarks owned by TRADN, Inc. or its licensors. You may not copy, imitate or use them without our prior written consent.
TRADN will own any feedback, suggestions, ideas, or other information or materials regarding TRADN or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to TRADN all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the Services or submit or post to the Site and that is not Feedback owned by us (the “User Content”).
You represent and warrant that:
(a) you own the User Content or have the right to grant the rights and licenses in these Terms, and
(b) the User Content and use by TRADN of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party.
We may remove any User Content from the Site for any reason at our discretion.
In using the Services, you may view content provided by third parties (“Third-Party Content”). TRADN does not control, endorse, or adopt 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. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. TRADN is 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, is at your own risk.
Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE TRADN MATERIALS AND ANY PRODUCTS, SERVICES OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF TRADN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TRADN EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, TRADN DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR TRADN MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, 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.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
You will defend, indemnify, and hold harmless Verico, TRADN, each of their respective Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to:
(a) your use of, or conduct in connection with, the Services;
(b) any Feedback or User Content you provide; (c) your violation of these Terms;
(c) your violation of these Terms; or
(d) your violation of any applicable law or the rights of any other person or entity.
If you are obligated to indemnify any Indemnified Party, Verico (or, at our discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.
Disclaimer of Damages
IN NO EVENT WILL VERICO, TRADN, EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE TRADN MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF TRADN, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF TRADN), EVEN IF TRADN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
Limitation of Liability
IN NO EVENT WILL THE LIABILITY OF VERICO, TRADN, EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH SITE, THE SERVICES, THE TRADN MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF TRADN, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF TRADN) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO TRADN UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
TRADN has a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may notify our Designated Agent. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.
Designated Agent details: firstname.lastname@example.org
If you violate any of these Terms, TRADN may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. TRADN shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by us pursuant to this paragraph. Any right or remedy of TRADN set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.
TRADN Affiliates and Contractors
An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity. The Site and any Services may be operated or provided by TRADN, its Affiliates or their respective contractors. To the extent that an Affiliate of TRADN, or contractor of TRADN, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever TRADN's name occurs in these Terms.
TRADN’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
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.
TRADN will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of TRADN, including without limitation any 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.
You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. TRADN may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
Entire Agreement; Order of Precedence
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with TRADN, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.