Last Updated February 10, 2023
TransferChain AG (“TransferChain” or “We”) provides blockchain-based cloud services, that bring together distributed and encrypted cloud storage, file transfer, backup and messaging services.
TransferChain, prioritizes user autonomy. We are an ecosystem of products and services for companies and individuals to collaborate securely, privately and confidentially.
The Terms of Use for TransferChain (“Agreement”) are agreed and accepted between TransferChain, having its principal address at Lättichstrasse 6, 6340 Baar, Switzerland, and You, the end user accessing the TransferChain Platform (to be defined hereafter) and requesting use of the Services (“You”, “Customer” or “End User”). If You do not agree with the Terms of Use, You shall not access the TransferChain Platform or use the Services. By accepting the Terms of Use, however, and/or by accessing, registering for, or otherwise using the TransferChain Platform, you acknowledge and agree to be bound by the following terms.
TransferChain and You shall be referred to collectively as “Parties”.
1. DEFINITIONS
1.1. “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. We maintain the confidentiality and accessibility of Content uploaded to our blockchain based distributed cloud systems, through an end-to-end encryption of each file with encryption keys that are generated, derived, encrypted entirely on the client-side, splitting each file into pieces on the client-side, and distributing pieces to the safest providers around the world, while utilizing our blockchain with the user and file authentication and authorization.
1.2. “Cloud Services” means blockchain based, encrypted and distributed 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 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. “Service(s)” means Cloud Services and Messaging Services provided by TransferChain.
1.5. “Maintenance Service” means technical support services related to use of the Services.
1.6. “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.
1.7. “Plans” means fees set and amended time to time by TransferChain regarding provision of Services and displayed on transferchain.io/plans address.
1.8. “Public ID” means 87 or 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.
1.9. “TransferChain Platform” means desktop applications, mobile applications or websites ran by TransferChain for the purposes of offering Cloud Services and Messaging Services.
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 Plans published.
2.2. 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.
2.3. 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, CSAI (child sexual abuse imagery), violence or terrorism, (e) constitute unsolicited bulk email, “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 misrepresent your affiliation with, any person or entity or (h) otherwise violate the Agreement, applicable laws, regulations or encourage, promote or assist such violation.
2.4. 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. You agree and acknowledge that TransferChain does not and cannot warrant security of TransferChain Platform, unless You use the latest version of TransferChain Platform.
2.5. TransferChain will provide maintenance and repair services for the TransferChain Platform 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.
2.6. You shall be responsible for maintaining the confidentiality of Your Public IDs, private keys, mnemonic phrases, passwords or account information, and for all activities that occur under Your Public IDs, private keys, mnemonic phrases, passwords, account. 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.
2.7. You agree and undertake to indemnify and/or hold TransferChain harmless from any damages suffered through Your 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 Plans. You agree and undertake to pay the fees under the Plans for each Service you will use, in advance.
3.2. You acknowledge that TransferChain can amend the Plans at any time up to its sole discretion. Plans amendments shall be notified to You at least 30 days before they become effective. For the sake of clarity, Plans amendments shall be effective on ongoing Services.
3.3. The fees set under the Plans shall be provided as excluding VAT. 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.
3.4. If you request upgrade of an effective Order, such as from a free 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. You may terminate your TransferChain zero-priced or paid Order at any time through contacting TransferChain. In that case TransferChain will be providing its services to You through the end of the contract period. Any fees paid by You to TransferChain are non-refundable except as explicitly required by applicable local regulations.
3.5. 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 or annual fee You undertake for each Service within a maximum period of 60 days TransferChain shall be entitled to delete all the Content that You uploaded.
4. INTELLECTUAL PROPERTY
4.1. For the effective periods and subject to terms specified under Orders and subject to 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. 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.
4.3. 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 ten-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
Censorship resistance through cryptographic and blockchain design is one of TransferChain’s core principles.
TransferChain has not accessed, cannot access, and will not access the Content uploaded by End Users in the TransferChain Platform; as a result, cannot be held liable for End User’s Content.
By using our Services, 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 ACCESS REQUESTS TO CONTENT UPLOADED BY ITS CUSTOMERS FROM COURTS, ADMINISTRATIVE AGENCIES, LAW ENFORCEMENT OFFICERS, SECURITY AND INTELLIGENCE ORGANIZATIONS, RECOVERING OR VIEWING CUSTOMER’S OR END USERS’ CONTENT, PUBLIC IDS, PRIVATE KEYS, MNEMONIC PHRASES, PASSWORDS OR ACCOUNTS IN ANY EVENT. HOWEVER, IN CASE OF ANY REQUEST FROM PUBLIC AUTHORITIES, TRANSFERCHAIN WILL SHOW ITS BEST EFFORT TO COOPERATE WITH THE RELEVANT AUTHORITIES’ REQUESTS. 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. YOU ACKNOWLEDGE THAT ALL THE SERVICES CURRENTLY PROVIDED BY TRANSFERCHAIN SHALL BE CONSIDERED AS IS STILL IN DEVELOPMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE SOFTWARE ON YOUR COMPUTER AND/OR DEVICES, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL TRANSFERCHAIN BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE SOFTWARE ON YOUR COMPUTER AND/OR DEVICES, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR TRANSFERCHAIN’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF TRANSFERCHAIN HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. RESPONSIBILITY FOR THE CONFIDENTIALITY, SECURE TERMINATION OF TRANSFERCHAIN PLATFORM 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.
5.5. 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.
5.6. 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.
5.7. 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. 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 prior to the renewal (expiration) date in accordance with the respective Service.
6.2. If You breach any term of this Agreement or if in TransferChain’s reasonable judgment, any component of TransferChain is about to suffer a significant damage to its security, integrity or functionality due to Your use of the Services then TransferChain may terminate the Agreement and/or the Order under which the breach occurred, and/or suspend Your account or access to or use of the Services. In certain cases, TransferChain may provide You a reasonable notice in advance, in case provided, via the email address associated with Your account to remedy the activity that prompted TransferChain to contact You and/or give You the opportunity to export Your Content from TransferChain Platform. TransferChain reserves the right to, in its sole discretion and without notice or liability, may terminate this Agreement or deny access to and use of TransferChain Platform to any person for any reason or for no reason. In such a case, TransferChain may provide You a reasonable notice in advance.
6.3. If TransferChain terminates this Agreement or an Order, You shall pay 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, within 30 days.
6.4. 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.
6.5. Upon termination of this Agreement through You quitting using Services by using the deactivation option, TransferChain will be deleting all the Content uploaded by You immediately. Content will be destroyed in such a way that it cannot be restored and will no longer be accessible to anyone, as before, including You.
7.PRIVACY AND DATA PROTECTION
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.
7.2. You agree and undertake to initially provide any notices You might have related with 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, to TransferChain.
8. TAKE DOWNS
8.1. TransferChain is committed to provide privacy-first services through its industry-leading technology. While providing the Services, TransferChain will make every effort to ensure the lawful use of the Services. As detailed in Article 2.3., You may not upload, download, store, share, access, display, stream, distribute, email, link to, communicate, transmit, or otherwise make available any files, data, or content that infringes any laws or regulations. Our approach towards notices of illegal conduct and the procedures that we will follow for take downs are detailed in our Notice and Take Down Policy. By using our Services, You agree and accept our Notice and Take Down Policy.
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.
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