The Token Company

" The API is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer receives only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors."

" TTC shall provide Customer with the commercially reasonable support services via Slack during TTC’s normal business hours. Except as expressly agreed by the Parties, this Agreement does not entitle Customer to any additional support services for the API."

" During the Subscription Period, TTC shall provide Customer, at no additional charge, all Updates, each of which are a part of the API and are subject to the terms and conditions of this Agreement. Customer acknowledges that TTC may require Customer to obtain and use the most recent version of the API. Updates may adversely affect how Customer systems communicate with the TTC Offering. Customer is required to make any changes to Customer systems that are required for integration as a result of such Update at Customer’s sole cost and expense."

" Data protection laws sometimes differentiate between “controllers” and “processors” of personal data. A “controller” determines the purposes and means (the why and how) of processing personal data. A “processor,” which is sometimes referred to as a “service provider,” processes personal data on behalf of a controller subject to the controller’s instructions. This Privacy Notice describes our privacy practices where we are acting as the controller of personal data. However, this Privacy Notice does not cover or address how our customers may process personal data when they use our services, or how we may process personal data on their behalf in accordance with their instructions where we are acting as their processor. As a result, we recommend referring to the privacy notice of the customer with which you have a relationship for information on how they engage processors, like us, to process personal data on their behalf. In addition, we are generally not permitted to respond to individual requests relating to personal data we process on behalf of our customers, so we recommend directing any requests to the relevant customer."

" We engage third parties to help us facilitate targeted advertising designed to show you personalized ads based on predictions of your preferences and interests developed using personal data we maintain and personal data our third-party partners obtain from your activity over time and across nonaffiliated websites and other services. The data we and our third-party partners use for purposes of facilitating targeted advertising, as well as to provide advertising-related services such as reporting, attribution, analytics, and market research, are primarily collected through the use of a variety of automatic data collection technologies, including cookies, web beacons, pixels, embedded scripts, mobile SDKs, location-identifying technologies and logging technologies. We may share a common account identifier (such as a hashed email address or user ID) with our third-party advertising partners to help link the personal data we and our third-party partners collect to the same person, or otherwise target advertising to an individual on a third-party website or platform. In addition to taking the steps set forth in the Automatic Data Collection Preferences section above, you may be able to further exercise control over the advertisements that you see by leveraging one or more targeted advertising opt-out programs. For example: Device-Specific Opt-Out Programs: Certain devices provide individuals the option to turn off targeted advertising for the entire device (such as Apple devices through their App Tracking Transparency framework or Android devices through their opt out of ads personalization feature). "

" The API and Outputs are provided “as is” and TTC specifically disclaims all warranties, whether express, implied, statutory, or otherwise. TTC specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. TTC makes no warranty of any kind that the API, or any products or results of the use thereof, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any of Customer’s or any third party’s software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected."

" Customer agrees to indemnify, defend, and hold harmless TTC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) Customer’s use or misuse of the API, (b) Customer’s breach of this Agreement, and (c) Inputs; or (d) Customer’s use of or reliance on any Outputs. In the event TTC seeks indemnification or defense from Customer under this provision, TTC will promptly notify Customer in writing of the claim(s) brought against TTC for which TTC seeks indemnification or defense. TTC reserves the right, at TTC’s option and in TTC’s sole discretion, to assume full control of the defense of claims with legal counsel of TTC’s choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by TTC or bind TTC in any manner, without TTC’s prior written consent. In the event TTC assumes control of the defense of such claim, TTC will not settle any such claim requiring payment from Customer without Customer’s prior written approval."

"For example, a customer may provide us with your contact information as a part of a referral. Social Media: When you interact with our services through social media networks, such as when you follow us or share our content on social networks, we may receive some information that you permit the social network to share with third parties. The data we receive is dependent upon your privacy settings with the social network, and may include profile information, profile picture, username, and any other information you permit the social network to share with third parties. You should always review and, if necessary, adjust your privacy settings on third-party websites and social media networks and services before sharing information and/or linking or connecting them to other services. We use this information primarily to operate, maintain, and provide to you the features and functionality of our products and services, as well as to communicate directly with you, such as to send you messages about features that may be of interest to you. Advertisers, Influencers, and Publishers: We engage in advertising both on our services and through third-party services. Advertisers, influencers, and publishers may share personal data with us in connection with our advertising efforts. For example, we may obtain information about whether an advertisement on our services led to a successful engagement between you and a third-party advertiser. "

" Business Partners: We may receive your information from our business partners, such as companies that offer their products and/or services as a part of or in connection with our services. For example, certain of our products and services allow our customers to integrate third-party services. If you choose to leverage these third-party service integrations, we may receive confirmation from our business partner regarding whether you are an existing customer of their services. Service Providers: Our service providers that perform services on our behalf, such as analytics and certain marketing providers, collect personal data and often share some or all of this information with us. For example, we receive personal data you may submit in response to requests for feedback to our survey providers. Other Sources: We may also collect personal data about you from other sources, including publicly available sources, third-party data providers, or through transactions such as mergers and acquisitions."

" We disclose or otherwise make available personal data in the following ways: In Connection with a Business Transaction or Reorganization: We may take part in or be involved with a business transaction or reorganization, such as a merger, acquisition, joint venture, or financing or sale of company assets. We may disclose, transfer, or assign personal data to a third party during negotiation of, in connection with, or as an asset in such a business transaction or reorganization. Also, in the unlikely event of our bankruptcy, receivership, or insolvency, your personal data may be disclosed, transferred, or assigned to third parties in connection with the proceedings or disposition of our assets. To Facilitate Legal Obligations and Rights: We may disclose personal data to third parties, such as legal advisors and law enforcement: in connection with the establishment, exercise, or defense of legal claims; to comply with laws or to respond to lawful requests and legal process; to protect our rights and property and the rights and property of our agents, customers, and others, including to enforce our agreements, policies, and terms of use; to detect, suppress, or prevent fraud; to reduce credit risk and collect debts owed to us; to protect the health and safety of us, our customers, or any person; or as otherwise required by applicable law."

" With Your Consent or Direction: We may disclose your personal data to certain other third parties or publicly with your consent or direction. For example, with your permission, we may post your testimonial on our websites."

" If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible."

" This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in San Francisco County, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding."

" The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US."