Comprehensive Terms of Service
This Service Agreement (the “Terms”) creates a definitive legal relationship between yourself, the user, and TRD AI Network (or “TRD Network,” “our entity,” “us”), along with its associated corporations. The provisions within these Terms regulate your interaction with and utilization of the entire suite of TRD Network's digital provisions, encompassing its official web portal, online applications, application programming interfaces (APIs), proprietary code, utility tools, developer ecosystems, data assets, supporting documentation, and all related online sites (collectively known as the “Services”).
Your continued engagement with any of our Services signifies your explicit and unqualified acceptance of these Terms. By proceeding, you unequivocally confirm that you have thoroughly reviewed and fully grasped the content and implications of this agreement, and you declare that you possess the requisite legal age and capacity to enter into a binding contractual arrangement. If you are unwilling to accept these Terms, you are required to immediately cease all interaction with our Services.
This agreement incorporates by reference our Cookies Policy and Privacy Policy, alongside any specific usage guidelines, supplementary documentation, or other directives we may furnish in writing. It is paramount to understand that our Services are provided to you under a license, not as a purchase; your engagement is strictly conditional upon your full and unreserved acceptance of all stipulations, provisions, and disclosures contained within this agreement.
This agreement contains critical provisions concerning dispute resolution. Specifically, the sections below include a Mandatory Individual Arbitration Clause and a Waiver of Collective Proceedings. By assenting to these Terms of Service, you explicitly agree that all disputes arising between you and TRD Network will be resolved exclusively through binding individual arbitration, thereby waiving your right to a judge or jury trial and any right to participate in collective legal actions, including class actions or representative actions. All claims must be pursued on an individual basis.
1. Account Creation and Management
To access and utilize our Services, you will connect via your designated digital wallet, which serves as your primary identifier. Access to your TRD Network account is exclusively for the wallet owner. You agree not to transfer, lease, or grant access to your account to any other party. You must furnish accurate and complete information during account registration and maintain the confidentiality of your account password. If you suspect unauthorized access or compromise of your credentials, you must notify us immediately. You bear sole responsibility for all activities occurring under your account. We reserve the right to suspend or terminate your account at our discretion if you violate these Terms, or if account activities could harm our Services, infringe on third-party rights, or breach applicable laws. Should you wish to permanently cease using our Services and delete your account, please contact us for assistance; once deleted, your account and associated content cannot be recovered or reactivated.
2. Service Usage Guidelines
2.1. Permitted Use and Ownership
We grant you a non-exclusive right to use the Services in accordance with these Terms and all applicable laws. TRD Network and its affiliates retain all rights, title, and interest in and to the Services, including their design, underlying code, algorithms, and all associated intellectual property.
2.2. Feedback Contribution
We welcome your insights, comments, and suggestions for improving our Services. Any feedback you provide may be used by us without restriction or compensation to you.
2.3. Prohibited Activities
Actions You Must Not Take
Infringe Rights: You should never use our Services in ways that might infringe upon or harm the rights of others, such as using copyrighted material without permission.
Access Code: Do not attempt to understand, dismantle, or discover how the inner workings of our Services operate, including the underlying code and algorithms.
Build Rivals: Avoid using any results or output from our Services to create or develop products or models that could directly compete with what we offer.
Automated Data Collection: Refrain from implementing any automated systems, like bots or scrapers, to collect data or information from our Services unless you have explicit permission from us.
Falsify Origins: Ensure you do not misrepresent the source or origin of any outputs from our Services. Always adhere to the usage policies and guidelines we have in place.
Commercial Use: Do not engage in the purchasing, selling, or any form of commercial use of our Services without obtaining prior authorization from us.
Sensitive Information: Be cautious about transmitting any sensitive or private information, particularly data that requires special protection or handling.
Follow the Rules: It is important to comply with all specified rate limits and requirements outlined in our documentation to ensure the proper use of our Services.
2.4. Third-Party Services Disclaimer
When you use our services, you might need to work with other companies or use their platforms and wallet services to complete transactions or access additional features. These third-party services, software, or products have their own terms and conditions you must follow. TRD Network is not accountable for any problems or issues that might arise from using these third-party services or products. Therefore, it's important to understand that any complications, malfunctions, or negative experiences you have with these external providers are not the responsibility of TRD Network. Always review the terms and conditions of any third-party service you decide to use along with our services.
3. Content: Your Input and Our Output
3.1. Defining Content
"Input" refers to any data or information you provide to the Services. "Output" refers to the data or results generated and returned by the Services based on your Input. Input and Output together constitute "Content."
3.2. Content Ownership and Usage Rights
Ownership of Input and Output
As much as the law allows, you keep ownership of all the information you provide to us. By opting to use our services, you give us the necessary permission to access, monitor, and use your information, but solely to offer and support our services.
Rights and Usage
TRD Network gives you all its rights to the results (Output) you receive, provided you follow our terms. You'll generally have the freedom to use these results however you like, including for business purposes like selling or publishing.
Utilization of Content
TRD Network might use your content to run and enhance the services, meet legal requirements, and uphold our policies.
3.3. Your Content Responsibilities and Our Disclaimers
You are responsible for your Content and ensuring it follows laws and these Terms. TRD Network makes no promises about the quality or ownership of any Content. We are not responsible for errors, or availability issues, nor are we liable for any harm from using or not being able to use Content. Always use Services according to our guidelines. We can remove or block access to Services or Content anytime, without notice, if terms are violated or for unacceptable conduct. Machine learning might produce inaccuracies, so verify Output accuracy for your needs.
4. Financial Terms and Billing
4.1. Service Fees and Payment
You are required to pay all charges on your account ("Fees") based on the prices and terms listed on our pricing page or as otherwise agreed in writing. Accurate billing information, including a valid payment method, must be provided. We reserve the right to correct any pricing errors, even post-invoicing. Your payment method will be charged periodically as agreed, though the posting date may vary. You authorize TRD Network, our affiliates, and third-party processors to charge your payment method for all Fees. Should the payment fail, we will notify you in writing and may suspend service access until payment is completed. Fees are due in U.S. dollars upon invoice issuance and are non-refundable, except at TRD Network's discretion (for service fees within our control) or as otherwise stipulated in this Agreement. All transactions are considered final.
4.2. Tax Responsibilities
Fees and Taxes Overview
When purchasing goods or services, it's important to understand the costs involved, including various fees and taxes. This overview extends the earlier provided information to give you a clearer picture of your obligations.
Understanding Fees
The fees for services or products typically exclude several forms of government-imposed charges. This means, unless we specify otherwise, the fees listed do not cover the following:
Federal Taxes
State Taxes
Local Taxes
Foreign Taxes
Duties
Other similar assessments (collectively referred to as "Taxes")
Your Tax Responsibilities
As the consumer, you have specific responsibilities relating to these taxes:
General Liability: You are responsible for all taxes associated with your transactions and purchases. It's crucial to note that this excludes any taxes derived from our net income. In other words, we handle taxes based on our income, but you must handle taxes tied to your transactions.
Payment and Documentation: It is your responsibility to ensure timely payment of these taxes. We might request that you provide proof of payment or other reasonable documentation to confirm your compliance with these obligations. Fulfilling this requirement helps prevent any legal or financial setbacks.
Information Accuracy: TRD Network relies on the information you provide at the time of account registration to carry out our tax-related duties. Therefore, maintaining accurate and current information is vital. Any misinformation can lead to incorrect tax processing and potential complications.
Individual Assessment: It is also your duty to determine the tax implications specific to your transactions. Our role does not extend to advising on or calculating these taxes. Thus, ensuring you comprehend and meet your tax obligations is of utmost importance.
Navigating the world of fees and taxes can be complex. However, by understanding the scope of what is excluded from fees and taking charge of your tax obligations, you can avoid unnecessary issues. Remember, while TRD Network is here to facilitate your transactions, the ultimate responsibility to comply with tax regulations rests with you.
4.3. Price Adjustments
We reserve the right to change our prices and will provide notice through your account or our Website. Price increases generally become effective 14 days after they are posted, allowing you time to review and adjust. However, if changes are mandated by law or relate to additional services, they will take effect immediately. Once the new pricing takes effect, any fees for services will be charged at the updated rates. We encourage you to regularly check for notifications to stay informed about any changes in our pricing structure.
4.4. Disputes and Overdue Accounts
If you find any Fees or Taxes that you believe are incorrect, it is important to notify us within thirty (30) days from the date when the invoice was issued. Please note that amounts which are not disputed and remain unpaid after the due date will be subject to a finance charge of 1.5% per month on the outstanding balance. In the event that any Fees remain unpaid beyond their due date, we may be compelled to temporarily suspend your access to our Services. Should this occur, you will receive written notification informing you of your late payment status. Addressing these concerns promptly will help you avoid potential service interruptions and ensure continued access to our offerings.
5. Confidentiality, Security, and Data Protection
5.1. Confidentiality Obligations
Use of Confidential Information
By accessing TRD Network services, you may encounter confidential information from us, our affiliates, or third parties ("Confidential Information"). Use this information solely to utilize our services as allowed by these terms.
Protection of Confidential Information
Do not disclose Confidential Information to third parties.
Protect it with at least the same level of care as your own confidential data.
Definition of Confidential Information
Confidential Information includes, but is not limited to:
Nonpublic information marked as confidential
Information that should reasonably be considered confidential, such as software, specifications, and business details
Exclusions from Confidential Information
Confidential Information does not include information that:
Becomes public without your fault
Was already in your possession without confidentiality duties
Is disclosed to you by a third party without confidentiality obligations
Is independently developed by you without using Confidential Information
Legal Obligations
If you must disclose Confidential Information by law, court order, or government directive:
Provide TRD Network with reasonable prior written notice
Endeavor to limit disclosure and assist us in contesting the requirement when possible
5.2. Your Account Security Responsibilities
You are required to implement and maintain reasonable and appropriate security measures for your access to and use of the Services. You are solely responsible for the security of your account and for maintaining control over any usernames, passwords, or other access codes. Unauthorized access to your account by third parties could lead to the loss or theft of funds held in your account or linked accounts. You acknowledge and agree that you will not hold us accountable for the maintenance and protection of your account. Furthermore, you understand and accept that we are not liable for, and you will not hold us liable for, any unauthorized access to or use of your account. You are in charge of your account's security. If you detect any irregular or suspicious activity in your account, you must contact us immediately. You understand and consent that your personal information may be required, collected, used, and released in compliance with TRD Network's Privacy Policy.
6. Digital Assets (Tokens)
By using our Services, you understand and accept the risks involved with digital asset technologies, including the potential for losing all tokens. You agree to use only tokens you legally own, unless you've been authorized to act for a third party, with our written consent. We may ask for written proof of such authorization to confirm your authority. You must not use the Services for illegal activities or transactions involving contraband tokens or illicit funds.
Blockchain assets are known for their volatile valuation and liquidity, which can change drastically. Price drops in other digital assets can severely impact your tokens, which are subject to significant fluctuations. Legislative and regulatory shifts at various levels could negatively influence the use, trading, transfer, and value of your tokens. Additionally, damages from fraudulent or accidental transactions may not be recoverable.
Once digital asset transactions are recorded on a public ledger, they are deemed complete, which may not coincide with the timing of your transaction initiation. The token's value may rely heavily on market participants willing to exchange fiat or other digital assets, posing a risk of complete asset devaluation.
7. Indemnification, Disclaimers, and Liability Limitations
7.1. Your Indemnification Obligation
You agree to protect and compensate TRD Network, including our partners and staff, from any allegations, damages, or costs. This encompasses reasonable legal fees linked to your use of our Services. Your obligation includes issues arising from your content, services or products you provide, and any violation of our Terms, third-party rights, or regulations.
If any claims surface, you must immediately notify TRD Network and fully engage in the defense efforts. Your involvement requires providing relevant information and assistance in resolving issues. However, TRD Network will oversee the management and resolution of these claims to maintain alignment with our goals and standards.
This indemnity is supplementary to any other agreements you hold with TRD Network, not substituting them. It establishes a mutual understanding of duties, assisting in protecting our shared interests in all business dealings.
7.2. Our Service Agreement / Disclaimers
You Get Our Services "As Is" And "As Available." By Law, Neither We, Our Affiliates, Nor Our Licensors Make Any Promises (Expressed Or Implied) About These Services.
We're Explicitly Washing Our Hands Of All Warranties. That Means No Guarantees About Merchantability, Fitness For A Particular Purpose, Satisfactory Quality, Non-Infringement, Or Quiet Enjoyment. And You Can't Base Any Claims On Past Dealings Or Common Trade Practices.
We Also Can't Promise That The Services Will Run Without Interruption, Be Perfectly Accurate, Or Be Error-Free. Plus, We Can't Guarantee Your Content Will Be Secure Or Won't Get Lost Or Changed.
7.3. Limitations on Liability
To The Fullest Extent Allowed By Law, TRD Network, Its Affiliates, And Licensors Have No Liability For Lost Profits, Or Any Indirect, Consequential, Exemplary, Incidental, Special, Or Punitive Damages. This Includes But Is Not Limited To Damages Arising From Loss Of Revenue, Business Opportunities, Anticipated Savings, Use, Goodwill, Or Data. This Holds Regardless Of Whether Such Damages Are Due To Tort (Including Negligence), Breach Of Contract, Or Otherwise, Even If Foreseeable, And Regardless Of Being Advised Of The Possibility Of Such Damages.
Your Use And Access To The Sites, Services, Or Any Linked Third-Party Sites And Products Are At Your Own Discretion And Risk. You Are Solely Responsible For Any Damage To Your Computer System Or Mobile Device Or Any Data Loss Resulting From Such Access.
Our Total Liability Under These Terms Will Not Exceed The Larger Of Either The Amount You Paid For The Relevant Service During The Six Months Immediately Prior To The Incident Or One Hundred Dollars ($100). These Limitations Apply To The Maximum Extent Permitted By Applicable Law. Nonetheless, The Limitations Of Liability Do Not Apply To (A) Death Or Personal Injury Arising From TRD Network's Negligence, Or (B) Any Harm Caused By TRD Network's Fraud Or Fraudulent Misrepresentation.
8. How We Settle Disagreements
Both you and TRD Network agree to mandatory arbitration and to waive your right to class action lawsuits when resolving any issues.
8.1. Mandatory Individual Arbitration
You and TRD Network mutually agree to resolve any past or present claims regarding these Terms or our Services exclusively through final and binding arbitration. All such arbitration proceedings will be conducted solely as binding arbitration held in the United States, in accordance with the rules of Delaware law.
8.2. Informal Resolution Attempt
We're committed to understanding and addressing your concerns before resorting to formal legal action. Prior to initiating any claim against TRD Network, you agree to first attempt to resolve the dispute informally by sending us written notice detailing your name, a description of the dispute, and the desired resolution. If we're unable to resolve the dispute within 60 days of receiving your notice, you may then proceed with a formal proceeding. Any applicable statute of limitations will be suspended during this 60-day informal resolution period.
8.3. Arbitration Procedures
A sole arbitrator will conduct the arbitration under the then-prevailing rules of ADR Services. All issues, including the scope and enforceability of this Section (including mass filing procedures), are for the arbitrator to decide. However, a Delaware court retains the authority to determine whether you have complied with the pre-arbitration requirements in this section. The arbitrator will issue a written award and a statement of decision detailing the key findings and reasoning behind the award, including any damages granted. Both you and we are bound by this decision. The arbitration may be conducted by telephone, based on written submissions, via video conference, or in person in Delaware or another mutually agreed location. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator has determined the final award, if any.
8.4. Limited Exceptions to Arbitration
This arbitration section does not mandate arbitration for the following types of claims:
Individual claims properly brought in small claims court.
Requests for injunctive or other equitable relief aimed at preventing unauthorized use or abuse of the Services or intellectual property infringement.
8.5. No Class Actions or Collective Proceedings
Disputes must be pursued solely on an individual basis. You may not bring a claim as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are strictly prohibited. If, for any reason, a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This provision does not preclude either party from participating in a class-wide settlement of claims.
8.6. Severability of Arbitration Clause
If any part of this Section is determined to be illegal or unenforceable, the remaining provisions will remain in full force and effect. However, if a finding of partial illegality or unenforceability would permit class or representative arbitration, then this entire Section will be deemed unenforceable. Nothing in this section shall be interpreted to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
9. General Provisions
9.1. Applicable Law
Delaware law will govern these Terms and your use of our Services. It's as though this entire agreement was signed and fully carried out in Delaware. You agree that your use of the Services is considered to have occurred in Delaware and falls under its internal laws, without regard to any conflicts of law.
9.2. Our Working Relationship
These Terms don't create a partnership, joint venture, or agency between you and TRD Network or its affiliates. We both act as independent contractors. Neither of us can obligate or bind the other without prior written consent.
9.3. Agreement's Strength and What Remains
If any part of these Terms is found to be invalid or unenforceable, that specific part will be removed, but the rest of the Terms will remain fully valid. This won't affect the enforceability of the remaining portion of that part, or any other parts of this document. These Terms represent our complete agreement regarding your use of the Services and Content, replacing all previous discussions and understandings. Unless stated otherwise, these Terms only benefit the parties involved. You understand that all clauses in these Terms will continue to apply even after this agreement ends or expires.
9.4. How We Update Policies
We might update these Terms from time to time, for example, when we add new features, combine services, or respond to regulatory changes. This is entirely at our discretion. We'll make reasonable efforts to inform all users of major changes, perhaps through a notice within the Services. Still, you should regularly check these Terms for updates. We'll also update the "Effective Date" at the top to reflect the most recent revisions. Your continued use of the Services after the new Terms take effect means you accept them. If you don't agree, you must stop using the Services.
9.5. Communications and Our Brand
You agree that we can send you promotional emails, including newsletters, offers, and surveys. You also agree to receive communications related to your use of our Website. You can opt out of promotional emails anytime by following the instructions in them. You cannot use our name, logos, or trademarks (or those of our affiliates) without our written consent.
9.6. Export Control Rules
The Services cannot be used in, exported, or re-exported to (a) any U.S. embargoed countries or (b) anyone on U.S. restricted party lists like the Specially Designated Nationals list or the Denied Persons List. You confirm that you are not in any Embargoed Countries and are not on any such Restricted Party Lists. You must follow all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements to know your end users.
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