Terms of Use

Last Updated September 06, 2020

These Terms of Use for TransferChain (“Agreement”) is agreed and accepted between TransferChain AG (“TransferChain”) having its principal address at c/o Centralis Switzerland GmbH Bahnhofstrasse 10 Zug, ZUG, 6300 SWITZERLAND and You, as the end user accessed to TransferChain Platform and requesting use of the Services (“You” or "End User"). If you do not agree to this Terms of Use, then You shall not use the Services, nor access to TransferChain Platform. By explicitly accepting this Terms of Use, however, or by accessing, registering, or otherwise using the TransferChain Platform, you are acknowledging and agreeing to be bound by the following terms.

TransferChain and You shall be referred collectively as “Parties”

1. DEFINITIONS

1.1. “TransferChain Platform” means desktop applications or mobile applications or websites run by TransferChain for the purposes of offering Cloud Services, Messaging Service and Validation Services.

1.2. “Cloud Services” means blockchain based, distributed and encrypted storage, transfer, transmission, sharing, messaging, access and back-up services provided for Content uploaded by the Customer to TransferChain Platform.

1.3. “Messaging Services” means instant messaging services provided to the Customer on TransferChain Platform, which ensures encryption of the sent and received Content, and transmission of such Content through blockchain based and distributed network of TransferChain.

1.4. “Validation Services” means blockchain based notary services intended for transcribing data credentials such as IP, registered name, timestamp etc. for the core purposes of ensuring immutability, openness and registration of intellectual property products provided by the Customer, or execution of a contract that the Customer is a party to.

1.5. “Service(s)” means Cloud Services, Messaging Services and Validation Services provided by TransferChain.

1.6. “Maintenance Service” means technical support services related to use of the Services.

1.7. “Order” means an order placed by You for the use of Services subject to service packages offered on TransferChain Platform, which determines fundamental terms of benefiting a Service such as but not limited to access duration, fee, storage limit.

1.8. “Price List” means fees set and amended time to time by TransferChain regarding provision of Services, and displayed on transferchain.io/plans Internet address.

1.9. “Public ID” means 88 digit code representing the Customer’s account within TransferChain Platform, which is public and other end users of TransferChain Platform can address for Content transfer or sharing.

1.10. “Content” means any means of data, including but not limited to audio, visual and video works and alphanumeric figures and signs, provided by the Customer to the TransferChain Platform a result of their usage of the Services.

1.11. “TransferChain BackUp Manager” means an application offered by TransferChain for the Customer’s backup and recovery needs dedicated to protect workloads, such as SQL clusters, VMs, disks, NAS systems etc.

2. SERVICES

2.1. TransferChain agrees and undertakes to provide the Services to You, which you requested through functions of TransferChain Platform, and subject to Price List published, which may be amended time to time by TransferChain as stipulated under Article 3.1 of this Agreement.

2.2. You can use the Services by placing orders through TransferChain Platforms. TransferChain can delete or otherwise render inaccessible any of the Content provided by You with regards to a Service, if the period of relevant Service expires and You do not renew such Service, within a maximum period of two months.

2.3. TransferChain may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) at any time, including to reflect changes in technology, industry practices, patterns of system use, and availability of third-party data or Your Content. TransferChain shall also be entitled to amend the terms of any Order unilaterally up to its sole discretion, however, such changes shall not result in a material reduction in the level of performance or availability of the applicable Services.

2.4. You agree and undertake not to use the Services for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) 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, (c) involve the publication, transmission, sharing or storage of any Content that is false, defamatory, harassing, discriminatory, violent, pornographic or obscene, (d) violate privacy rights or promote bigotry, racism, hatred, harm, violence or terrorism, (e) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters, or promotions and advertising; (f) constitute an infringement of intellectual property or other proprietary rights; (g) impersonate someone else or or misrepresents your affiliation with, any person or entity or (h) otherwise violate the Agreement, applicable laws, regulations or encourage, promote or assist such violation.

2.5. You agree and undertake, as a condition precedent for using the Services, to accept, install and/or set-up any updates, patches, bug fixes provided by TransferChain regarding TransferChain Platform and TransferChain BackUp Manager. You agree and acknowledge that TransferChain, subject to Section 5 of this Agreement, does not and cannot warrant security of TransferChain Platform and TransferChain BackUp Manager, unless You use the latest version of TransferChain Platform and TransferChain BackUp Manager.

2.6. TransferChain will provide maintenance and repair services for the TransferChain Platforms and Transferchain BackUp Manager at all times. However, You acknowledge and agree that TransferChain may not always be able to provide maintenance and repair services upon requests solely made by You.

2.7. You shall be responsible for maintaining the confidentiality of Your Public Keys, private keys, mnemonic phrases, passwords or account information, and for all activities that occur under Your Public Keys, private keys, mnemonic phrases, passwords, accounts. You also agree and undertake to notify TransferChain immediately of any unauthorized use. You agree and undertake to make every reasonable effort to prevent unauthorized third parties from accessing the Services.

2.8. TransferChain may temporarily suspend Your accounts or access to or use of the Services if You violate any provisions of Section 2, 3 and 4 of the Agreement, or if in TransferChain’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security, integrity or functionality. TransferChain may permanently terminate the Services to You if any of the foregoing causes of temporary suspension is not cured within 2 weeks days after TransferChain’s initial notice thereof, or upon a court decision, request of public prosecutors, law enforcement agencies, security and intelligence organizations, or an administrative act ordering TransferChain to do so.

2.9. You agree and undertake to indemnify and/or hold TransferChain harmless from any damages suffered through Your any breach of this Agreement, including its all annexes, such as but not limited to third party claims or judicial or administrative sanctions imposed to TransferChain or its employees, representatives, officials etc. triggered by Your use of the Services or access to TransferChain Platform.

3. FINANCIAL TERMS

3.1. You agree that each Service You will use under an Order shall require the fee corresponding to the Order, as provided within the Price List. You acknowledge that TransferChain can amend the Price List at any time up to its own sole discretion. Price List amendments shall be notified to You at least 60 days before they become effective. For the sake of clarity, Price List amendments shall be effective on ongoing Services.

3.2. If you request upgrade of an effective Order, such as from a zero-priced plan to a paid plan, or from a paid plan to another paid plan with a higher fee, you agree that the new fee of the upgraded Order shall be effective as of the date You upgraded Your Order until expiration of such Order. You may terminate your TransferChain zero-priced or paid Order at any time. Any fees paid by You to TransferChain are non-refundable except as explicitly required by law.

3.3. TransferChain may suspend Your access to the Services if fees are overdue for a minimum period of three days. Following Your perverseness, unless You renew your subscription and pay the monthly fee You undertake for each Service within a maximum period of two months TransferChain shall be entitled to remove all the Content.

3.4. You agree and undertake to pay the fees under the Price List for each Validation Service you will use, in advance.

3.5. The fees set under the Price List shall be provided as VAT included. Nevertheless, You agree, declare and undertake that in the event any further tax, tariff, quota or similar other liability would be imposed by any administrative or judicial authority of any jurisdiction, such tax or similar other obligations, including but not limited to withholding tax, copyright duty or stamp tax, shall be paid and declared by You, irrespective of whether the authority imposing such obligation is residing within Your jurisdiction.

4. INTELLECTUAL PROPERTY

4.1. For the effective periods and subject to terms specified under Orders and subject performance of payment obligations under Financial Terms of this Agreement, and except as otherwise set forth in this Agreement or in an Order, TransferChain hereby grants a non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services to You, including anything developed by TransferChain and provided to You as part of the Services.

4.2. Without prejudice to the provisions of the “Terms of Use on APIs”, which is at _______________, and TransferChain may amend from time to time, You shall be entitled to integrate Your own or third party developed software, programs, applications or systems through open APIs published by TransferChain to TransferChain Platform. You agree and undertake to obtain explicit approval of TransferChain for integrations that require granting such consent under the Terms of Use on APIs. You acknowledge that TransferChain does not warrant compatibility, interoperability, functionality, satisfactory quality and fitness for a particular purpose for APIs published by it or any method of integration with any software, programs, applications or systems etc.

4.3. You shall not adapt, make derivative works of, duplicate, reproduce, republish, distribute, modify, reverse-engineer, disassemble, decompile, resell, rent, assign, transmit to public or third parties through any media, and make available to third party uses the Services and any intellectual property or propriety rights regarding the Services, or shall not use the Services to engage in or promote any activity that violates this Agreement.

4.4. You shall not perform or disclose any benchmark or performance tests, and following security tests: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; of the Services. In breach of this Article, You agree and undertake to pay a fine amounting to two-fold of the entire amount You have paid so far to TransferChain for the Services, and additionally to indemnify and/or hold TransferChain harmless from any direct and indirect damages suffered. In breach of this Article or in an attempt to breach this Article, You acknowledge and accept that TransferChain may permanently terminate the Services to You.

5. DISCLAIMERS

You agree and acknowledge the following:

5.1. IT IS TECHNOLOGICALLY IMPOSSIBLE FOR TRANSFERCHAIN TO REVIEW OR ACCESS, EX-ANTE OR EX-POST, ANY DATA OR CONTENT UPLOADED TO TRANSFERCHAIN PLATFORM WITH REGARDS TO THE SERVICES BY CUSTOMER ITSELF OR THIRD-PARTIES; THUS, TRANSFERCHAIN IS NOT CAPABLE OF APPLYING CONTENT MODERATION, FULFILLING INFORMATION REQUESTS FROM COURTS, ADMINISTRATIVE AGENCIES, LAW ENFORCEMENT OFFICERS, SECURITY AND INTELLIGENCE ORGANIZATIONS, RECOVERING OR VIEWING CUSTOMER’S OR END USERS’ PUBLIC IDS, PRIVATE KEYS, MNEMONIC PHRASES, PASSWORDS OR ACCOUNTS IN ANY EVENT. CUSTOMER ACKNOWLEDGES THAT IT CANNOT HAVE ANY CLAIMS FROM TRANSFERCHAIN IN CONNECTION WITH FORGETTING ACCOUNT PUBLIC ID, PRIVATE KEY, MNEMONIC PHRASES, AND/OR PASSWORD;

5.2. TRANSFERCHAIN DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT TRANSFERCHAIN WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S CONTENT OR CUSTOMER’S APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY TRANSFERCHAIN, AND (C) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT TRANSFERCHAIN DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CUSTOMER ALSO ACKNOWLEDGES THAT BLOCKCHAIN TRANSACTION REALIZED WITHIN TRANSFERCHAIN’S BLOCKCHAIN NETWORK MAY BE SUBJECT TO INTERRUPTIONS, DELAYS OR LAGS. TRANSFERCHAIN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TRANSFERCHAIN IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM DATA, CONTENT, APPLICATIONS PROVIDED BY CUSTOMER OR THIRD PARTIES. TRANSFERCHAIN DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY DATA, CONTENT OR SERVICES RECEIVED, DISPLAYED OR PROVIDED THROUGH THE SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY DATA, CONTENT OR SERVICES;

5.3. RESPONSIBILITY FOR THE CONFIDENTIALITY, SECURE TERMINATION OF TRANSFERCHAIN PLATFORM OR TRANSFERCHAIN BACKUP MANAGER ACCOUNT SESSIONS, AND TIMELY AND PROPER TERMINATION OF RECORDS IN ITS LOCAL (INTRANET) IDENTITY MANAGEMENT INFRASTRUCTURE OR ON ITS LOCAL DEVICES SHALL BE SOLELY ON THE CUSTOMER. TRANSFERCHAIN IS NOT RESPONSIBLE FOR ANY HARM CAUSED BY END USERS, INCLUDING INDIVIDUALS WHO WERE NOT AUTHORIZED TO HAVE ACCESS TO THE SERVICES BUT WHO WERE ABLE TO GAIN ACCESS BECAUSE SESSIONS, PUBLIC IDS, PRIVATE KEYS, MNEMONIC PHRASES, PASSWORDS OR ACCOUNTS WERE NOT TERMINATED ON A TIMELY BASIS IN CUSTOMER’S IDENTITY MANAGEMENT INFRASTRUCTURE OR LOCAL DEVICES, AND FOR AUTHORIZED ACCESSES ITSELF REALIZED THROUGH CUSTOMER’S ACCOUNTS.

5.4. TRANSFERCHAIN OR FUTURE ACQUIRERS OF TRANSFERCHAIN DOES NOT GUARANTEE PERPETUAL PROVISION OF THE SERVICES AND MAY DECIDE TO SHUT DOWN SERVICES COMPLETELY OR PARTIALLY; OR COURTS OR GOVERNMENTAL BODIES SUCH AS AUTHORITIES RESPONSIBLE FOR REGULATION AND SUPERVISION OF INFORMATION TECHNOLOGIES AND ELECTRONIC COMMUNICATION SERVICES. SHUTTING DOWN OF ANY SERVICE COMPLETELY OR PARTIALLY SHALL NOT GIVE RISE TO ANY CLAIMS ADDRESSED TO TRANSERCHAIN, SUCH AS BUT NOT LIMITED TO LOSS OF PROFIT, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES ETC. SHUTTING DOWN OF VALIDATION SERVICES FOR ANY REASON CAN ALSO MEAN THAT TRANSFERCHAIN OR FUTURE ACQUIRERS OF TRANSFERCHAIN CAN DELETE OR OTHERWISE RENDER INACCESSIBLE ANY CONTENT UPLOADED FOR VALIDATION SERVICES BY PROVIDING A NOTICE AT A REASONABLY PRIOR DATE.

5.5. TO THE EXTENT NOT PROHIBITED BY LAW, FOR ANY BREACH OF TRANSFERCHAIN’S OBLIGATIONS REGARDING THE SERVICES, CUSTOMER’S EXCLUSIVE REMEDY AND TRANSFERCHAIN’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH, OR, IF TRANSFERCHAIN CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT SERVICES AND TRANSFERCHAIN WILL REFUND THE FEES FOR THE TERMINATED SERVICES THAT THE CUSTOMER PRE-PAID TO TRANSFERCHAIN FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

5.6. TO THE EXTENT NOT PROHIBITED BY LAW, WARRANTIES WITHIN THIS SECTION ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.7. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT). TRANSFERCHAIN’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMERS SERVICE SPECIFICATION FORM, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO TRANSFERCHAIN FOR THE SERVICES UNDER THE SERVICE SPECIFICATION FORM GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY THE CUSTOMER FROM TRANSFERCHAIN UNDER SUCH ORDER.

6. TERM AND TERMINATION

6.1. This Agreement shall be effective as of its signing date and remain effective perpetually, unless it becomes terminated for any reason or it is decided for a non-renewal of the Services, as detailed in the Article 6.2.

6.2. Any Service shall be provided within the period agreed by the Parties in the Order, either on a monthly or annual basis. Periods of Services shall be renewed automatically for your subscription period, unless any Party notifies the other Party for non-renewal of the Service 1 (one) month prior expiration of such Service in accordance with its respective Service.

6.3. Upon termination of this Agreement for any reason either by You through quitting using the Services or by TransferChain, You shall no longer have right to use the Services, including accessing the Content.

6.4. If You breach a material term of this Agreement or Order, and fail to correct the breach within 30 days of written specification of the breach, then You are in default and the TransferChain may terminate the Agreement and/or the Order under which the breach occurred, and/or suspend provision of the relevant Service or all Services. If TransferChain terminates an Order as specified in the preceding sentence, You shall pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Service under such Order with all related taxes and expenses.

7. DATA PROTECTION AND PRIVACY

7.1. The Services and all other obligations under this Agreement shall be performed in accordance with TransferChain’s Privacy Policy. You agree and acknowledge that TransferChain can amend the Privacy Policy solely up to its own discretion at any time, by notifying You in at least ___ days advance of the effective date of the amended Privacy Policy.

7.2. The Privacy Policy which is available at _____________, describes the Parties’ respective roles for the processing and control of personal data, as well as grounds for processing them, that You provided to TransferChain as part of the Services. TransferChain will act on Your instruction concerning the treatment of the personal data residing in the TransferChain Platform, as specified in this Agreement, the Privacy Policy and the relevant Order, if any. You agree and undertake to provide any notices related its use of the Services and TransferChain’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal data, and security incidents or data breaches You have become aware of.

7.3. Neither provision of this Agreement, the Privacy Policy or any Order shall not preclude Your responsibility for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, or systems and devices, including any viruses, Trojan horses, malwares, worms or other programming routines contained in such Content, or systems or devices that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.

8. LIMITED DISCLOSURE

8.1. You agree and acknowledge that, as it is required by the law, TransferChain shall be entitled to disclose source IP address, destination IP address, connection date and time, Services activity logs, and other relevant information about Your activities within the scope of using the Services, with time-stamps when applicable, to competent courts, execution offices or administrative or judicial authorities, including but not limited to public prosecutors, law enforcement agencies or sectoral regulation and/or supervision agencies, to the extent requested.

9. THIRD PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES

9.1. The Services may enable You to link to, transmit Content uploaded by You, or otherwise access other web sites, content, products, services, and information of third parties (“Third Party Content”). TransferChain does not control and is not responsible for such web sites or any such content, products, services and information accessible from or provided through the Services, and You shall bear all risks associated with access to and use of such web sites and third-party content, products, services and information.

9.2. Any Third-Party Content made accessible through the TransferChain Platform is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and You acknowledge that TransferChain is not responsible for and under no obligation to control, monitor or correct Third Party Content, and as stated under Article 5.1 it is impossible for TransferChain to do so.

9.3. Any Third-Party Content that You store on TransferChain Platform shall be considered as any storage or other allotments applicable to the Services that You procured under the relevant Order.

10. MISCELLANEOUS

10.1. TransferChain shall not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by TransferChain; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of TransferChain (“Force Majeure”). In case of suffering the Force Majeure, TransferChain shall use reasonable efforts to mitigate the effect of a Force Majeure event. If such event continues for more than 30 days, either of the Parties may terminate the Services and affected orders upon written notice.

10.2. This Agreement is governed by the substantive and procedural laws of Switzerland, and any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by competent Swiss courts. However, this Article will not limit any consumer protection rights that You may be entitled to under the mandatory laws of Your country of residence.

10.3. You shall not assign this Agreement or give or transfer any of the Services (including the TransferChain Platform) or an interest in them to a third party.

10.4. You acknowledge TransferChain’s business partners and other third parties, including any third party firms procured by You to provide consulting, implementation, maintenance and support services or applications that interact with the TransferChain Platform are independent of TransferChain. TransferChain shall not be liable for, bound by, or responsible for any problems with the Services arising due to, any acts of any such business partner or third party.

10.5. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

10.6. You shall be exclusively responsible for Your own compliance in connection with use of the Services.

10.7. Purchase of different Services constitute independent performances. Your obligation to pay for any Service shall not be affected by performance of any other Service offered under the Agreement.

10.8. The Parties agree that this Agreement shall be the complete agreement for the Services ordered by You and supersede all prior or contemporaneous agreements or representations, and communication written or oral.