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TokenLinx Agreements,
Terms and Policies


 

Welcome to TokenLinx's Terms of Service, Agreements, and Policies page. This comprehensive documentation is designed to ensure you are fully informed and comfortable with how we operate. Here, we've outlined the specific conditions and guidelines governing your use of our platform, our commitments to your privacy, and the ways we manage data and provide services. We've strived to present this information as clearly as possible because your understanding is important to us. Before using our services, please take the time to read, understand, and agree to these terms. Your use of TokenLinx signifies your acceptance of these policies. We thank you for your trust and look forward to providing you with a secure, efficient, and valuable experience.

TERMS OF USE 

Terms of Use     Data Use     Privacy Policy     Vendor Marketplace     Document Hosting and Protection

1. YOU AGREE TO THESE TERMS BY USING THE SITE

These Terms of Use are a binding agreement between TokenLinx, Inc., a corporation organized under the laws of the State of Texas, with its principal place of business located at PO Box 7730, The Woodlands, TX 77387 (“TokenLinx”, “us”, “we”, or “our”), or its affiliates, and the individual accessing TokenLinx.com (the "Site"). The terms "you" and "your" refer to the individual accessing the Site, while "Parties" refers to both you and TokenLinx. If you are accepting these Terms of Use (“TOU”) on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that company or legal entity. References to the singular include the plural and vice versa, and gender references include both unless the context requires otherwise. The terms may be amended by TokenLinx at any time without notice, and you agree to abide by the then-current version. It is your responsibility to review these Terms of Use periodically, and if you find them unacceptable, you must cease all use of the Site thereof. If you do not agree to these Terms of Use, do not access or use the Site.  

 

BY VISITING OR USING THE SITE, OR ANY PAGE OF THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, AND YOU ACKNOWLEDGE THAT SUCH AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND TOKENLINX INC.

 

BY USING THE SITE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD.

 

2. PERMITTED USE OF THE SITE

You are authorized to use the Site, and the information, writings, images, and/or other works available on the Site solely for legitimate general information purposes or to learn about TokenLinx's products or services. You may also use the Site as expressly authorized by TokenLinx, provided that you comply with these Terms of Use.

 

3. UNPERMITTED USE OF THE SITE

The following activities are strictly prohibited on the Site: harassment in any form, including via email or chat, use of obscene or abusive language, impersonation of others, including TokenLinx employees or representatives, and uploading or publishing any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable. Such content may encourage criminal offenses, violate the rights of any party, or otherwise give rise to liability or violate any law.

 

4.  UNAUTHORIZED ACCESS AND ACTIVITIES

This section 4 applies to all uses and users of our sites and services, unless we have specifically authorized an exception to a particular term for a particular user in a written agreement. We have sole and absolute discretion to authorize or deny any exception or exceptions to the terms in this section 4.

 

To maintain the integrity and functionality of our sites and services for its users, access to our sites and services and/or activities related to our sites and services that are harmful to, inconsistent with or disruptive of our sites and services and/or users beneficial use and enjoyment of our sites and services are expressly unauthorized and prohibited. For example, without limitation:

 

The collection of our sites and service users personal information (including but not limited to email addresses, IP ad- dresses and telephone numbers) is not allowed for any purpose.

 

Any copying, aggregation, display, distribution, performance or derivative use of our sites and services or any content posted on our sites and services whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) is prohibited. As a limited exception, general purpose Internet search engines and noncommercial public archives will be entitled to access our sites and services without individual written agreements executed with us that specifically authorize an exception to this prohibition if, in all cases and individual instances: (a) they provide a direct hyperlink to the relevant website, service, forum or content; (b) they access our sites and services from a stable IP address using an easily identifiable agent; and (c) they comply with our robots.txt file; provided however, we may terminate this limited exception as to any search engine or public archive (or any person or entity relying on this provision to access our sites and services without their own written agreement executed with us), at any time and in our sole discretion, upon written notice, including, without limitation, by email notice.

 

Any access to or use of our sites and services to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with our sites and services (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or lag content) is prohibited. This prohibition specifically applies but is not limited to software, programs, applications and services for use or operation on or by any computer and/or any electronic, wire- less and/or mobile device, technology or product that exists now or in the future.

 

Any effort to decompile, disassemble or reverse engineer all or any part of our sites and services in order to identify, acquire, copy or emulate any source code or object code is expressly prohibited.

 

Any activities (including but not limited to posting voluminous content) that are inconsistent with use of our sites and services in compliance with these TOU or that may impair or interfere with the integrity, functionality, performance, usefulness, usability, signal-to-noise ratio or quality of all or any part of our sites and services in any manner are expressly prohibited.

 

Any attempt (whether or not successful) to engage in, or to enable, induce, encourage, cause or assist anyone else to engage in, any of the above unauthorized and prohibited access and activities is also expressly prohibited and is a violation of these TOU.

If you access our sites and services or copy, display, distribute, perform or create derivative works from our sites and services webpages or our intellectual property in violation of these TOU or for purposes inconsistent with these TOU, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on our sites and services or any provision of these TOU that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of our webpages on your computer or computer server constitute "copies" under the Copyright Act, 17 U.S.C. § 101.  For purposes of this paragraph, you further agree that CAPTCHAs and telephone verification are "technological measures" that effectively control access to copyright protected components and our intellectual property rights pursuant to 17 U.S.C. § 1201.

 

5.  USE LICENSE

TokenLinx grants you a limited, non-exclusive, non-transferable license to temporarily download a single copy of certain materials (information on the Site for personal, non-commercial use only. This license does not transfer title, and you are prohibited from modifying or copying the materials, using them for any commercial purpose, or for any public display (commercial or non-commercial). Other than the limited license rights expressly granted under these Terms of Use, TokenLinx reserves all other licenses and rights.  This limited license is not applicable to information shared by you, information you receive from a third party, or from you purchasing information contributed by other parties, which you are free to use.

 

6. PRIVACY POLICY

By accessing and using the Site, you agree to TokenLinx's Privacy Policy, which is incorporated into and made part of these Terms of Use. TokenLinx may amend the Privacy Policy from time to time.  The Privacy Policy can be found at https://www.tokenlinx.com/policies and is incorporated herein for all purposes.

 

7. CONFIDENTIALITY

As a user of the Site, you may receive Confidential Information, which includes Site content and/or materials, software designs, specifications and documentation, business and product plans, other confidential business information, and non-public personal information, that is not known to the general public. This does not include documents received from third-parties or that are available by permission elsewhere from TokenLinx.  You agree that: (a) all Confidential Information shall remain the exclusive property of TokenLinx; (b) you shall use Confidential Information only as necessary for your participation on the Site; (c) you shall not disclose Confidential Information to any other person; and (d) you shall not download, distribute, or use any Confidential Information from the Site.

 

8. DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ITS CONTENT AND MATERIALS, IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. TOKENLINX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TOKENLINX DOES NOT WARRANT THAT OPERATION OF THE SITE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE (OR ANY CONTENT OR MATERIALS AVAILABLE IN CONNECTION THEREWITH) WILL MEET YOUR SPECIFIC REQUIREMENTS.

 

WITHOUT LIMITING THE FOREGOING, WE ALSO DISCLAIM ALL WARRANTIES FOR OR WITH RESPECT TO: (A) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF OUR SITES AND SERVICES AND CONTENT ACCESSED THROUGH OUR SITES AND SERVICES; (B) COMPUTER WORMS, VIRUSES, SPYWARE, ADWARE AND ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES; AND/OR (C) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS THROUGH, RELATED TO OR AS A RESULT OF USE OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES (INCLUDING, WITHOUT LIMITATION, ACCESSED THROUGH ANY LINKS ON OUR SITES AND SERVICES OR IN CONTENT).

 

You understand and acknowledge that any use of the Site is at your own risk and that you are solely responsible for any damages to your computer system or loss of data that results from the download or use of any content, materials, or information obtained through the Site. You acknowledge that TokenLinx does not control or endorse the content of any third-party websites that may be linked to or from the Site, and that TokenLinx is not responsible for the availability or accuracy of such websites or the content, products, or services on or available from such websites. You acknowledge and agree that TokenLinx will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products, or services available on or through any such website.

 

The Parties acknowledge that the disclaimers of warranties set forth in this Section are an essential element of these Terms of Use between the Parties, and the Parties would not have entered into these Terms of Use without such disclaimers of warranties. Notwithstanding the foregoing, certain jurisdictions limit disclaimers of warranties. In such jurisdictions, you may have additional legal rights, and the provisions of these Terms of Use will remain in effect to the fullest extent permitted by law.

 

9. INDEMNIFICATION; UNAUTHORIZED USE

 

You agree to indemnify, defend and hold TokenLinx and our representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of: (a) content that you post or transmit (including but not limited to content that a third-party deems defamatory or otherwise harmful or offensive); (b) activity that occurs through or by use of your account (including, without limitation, all content posted or transmitted and your interactions with others); (c) your use of or reliance on any user content; and (d) your violation of these TOU. This indemnification obligation includes payment of any attorneys' fees and costs incurred by us or our representatives. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of these claims.

 

 

You must immediately notify TokenLinx if you discover any unauthorized access to or use of the Site (or any associated content) by you or any third party. TokenLinx reserves the right to take any necessary action to prevent unauthorized access to or use of the Site, including but not limited to blocking access to the Site and terminating accounts. TokenLinx shall have the sole and exclusive right to bring any infringement action or proceeding against any third party in relation to the Site, and you shall cooperate and provide all reasonable information and assistance to TokenLinx and its counsel in connection with any such action or proceeding.

 

10. LIMITED LIABILITY

WE AND OUR REPRESENTATIVES WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON OUR SITE AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITE AND SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF WE OR OUR APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES; ANY INABILITY TO ACCESS OR USE OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES, OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES. NOTHING IN THESE TOU WILL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER.

 

THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES RESULTING FROM ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS, COMMUNICATIONS OR RELATIONS THROUGH, RELATED TO OR AS A RESULT OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY LINKS ON OUR SITES AND SERVICES AND LINKS IN CONTENT ACCESSED THROUGH OUR SITES AND SERVICES).

 

IN NO EVENT WILL OUR OR OUR REPRESENTATIVES’ LIABILITY IN CONNECTION WITH ACCESS TO, USE OF OR RELIANCE ON OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES BY YOU EXCEED THE AMOUNTS PAID BY YOU TO US, IF ANY. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX (6) MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID PROVIDER ANY AMOUNTS IN THE SIX (6) MONTHS PRECEDING THE BRINGING OF ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE IS TO STOP USING OUR SITES AND SERVICES AND TO CANCEL YOUR ACCOUNT, IF ANY.

 

You hereby release us and each of our representatives, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to our sites and services or content accessed through our sites and services, or any interactions with others arising out of or related to our sites and services or content accessed through our sites and services.

 

11. THIRD PARTY WEBSITES

TOKENLINX MAY PROVIDE LINKS TO THIRD-PARTY WEBSITES IN AN EFFORT TO PROVIDE ADDITIONAL VALUE TO VISITORS. HOWEVER, TOKENLINX DOES NOT CONTROL THESE LINKED SITES AND CANNOT BE HELD RESPONSIBLE FOR THEIR CONTENT, PRIVACY PRACTICES, OR DATA COLLECTION METHODS, WHICH MAY BE DIFFERENT FROM TOKENLINX'S. YOU ACCESS THESE LINKED SITES AT YOUR OWN RISK, AND TOKENLINX DISCLAIMS ANY LIABILITY FOR ANY ISSUES RELATED TO THESE LINKED SITES, INCLUDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INACCURACY OR MISLEADING INFORMATION, INADEQUATE SECURITY, VIRUSES OR OTHER HARMFUL COMPONENTS, OR DEFAMATORY CONTENT.

 

ALTHOUGH TOKENLINX DOES NOT ENDORSE THE CONTENT OR PRODUCTS/SERVICES AVAILABLE ON THESE LINKED SITES, TOKENLINX REQUESTS FEEDBACK ON BOTH ITS OWN SITE AND THE LINKED SITES. TOKENLINX ALSO DISCLAIMS LIABILITY FOR ANY DAMAGES OR VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF ACCESSING, USING, OR BROWSING THE SITE OR DOWNLOADING ANY MATERIALS FROM THE SITE.

 

12. TRADEMARKS

The Site may contain TokenLinx and third-party trademarks and service marks, which are the property of their respective companies and cannot be used without their consent. TokenLinx reserves all rights to the intellectual property contained in the Site, including copyrights, trademarks, trade secrets, and patent rights. Access to the Site does not grant the right to copy or use any intellectual property of TokenLinx or its suppliers.

 

13. COPYRIGHT

Copyright © 2023, TokenLinx Inc. ALL RIGHTS RESERVED.

The Site's content, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TokenLinx or its suppliers and is protected by US and international copyright laws. You are authorized to make a single copy of the content for personal use only, such as learning about, evaluating, or acquiring TokenLinx products or services, provided that you include TokenLinx’s copyright notice. You may not print, copy, reproduce, distribute, transmit, upload, download, store, publicly display, alter, or modify any content without TokenLinx’s prior written consent. You agree to retain and display all copyright and other proprietary notices on any authorized copies you make.

 

14. COPYRIGHT INFRINGEMENT

TokenLinx's policy is to investigate and address any allegations of copyright infringement. If you believe that your rights or the rights of a third party have been violated, and you wish to request the removal, editing, or disabling of the infringing material, you must provide TokenLinx with the following information:

 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, along with information reasonably sufficient to allow TokenLinx to locate the material;

  • Information reasonably sufficient to permit TokenLinx to contact you, such as your address, telephone number, and email address;

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

To make a copyright infringement notification effective, please send it to TokenLinx's designated agent at support@TokenLinx.com

 

15. GOVERNING LAW; DISPUTE RESOLUTION

These Terms of Use and your use of the Site are governed by the laws of the State of Texas, without regard to its conflict of laws provisions. Any dispute arising out of, relating to, or concerning these Terms of Use and/or the Site shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Harris County, Texas, and conducted by a single arbitrator selected by the American Arbitration Association. The award of the arbitrator shall be final and binding on both parties, and judgment on the award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, TokenLinx may, without limiting any of its rights or remedies (whether under these Terms of Use, at law, in equity, or otherwise), seek injunctive relief and other equitable remedies at any time in any court of competent jurisdiction for any actual or threatened breach of these Terms of Use relating to its intellectual property rights or your confidentiality obligations. You acknowledge that your breach of any of the provisions related to your confidentiality obligations or TokenLinx’s intellectual property rights may cause irreparable injury to TokenLinx for which monetary damages are not an adequate remedy.

 

16. EXPORT CONTROL

Please note that certain materials downloaded or made available from the Site may be subject to United States Export Control laws. These laws prohibit the export of certain technical data and software to certain territories, including but not limited to Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, and any other country to which the United States has embargoed goods, or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By accessing the Site, you agree to comply with all applicable United States Export Control laws and regulations. TokenLinx does not authorize the downloading or exportation of any materials or technical data from the Site to any jurisdiction prohibited by the United States Export Control laws.

 

17. SEVERABILITY; WAIVER

In the event that a court of competent jurisdiction determines that any provision of these Terms of Use is invalid, illegal, or unenforceable, the provision shall be enforced to the maximum extent legally permissible, and such invalidity, illegality, or unenforceability shall not affect any of the remaining provisions of these Terms of Use. Any waiver of a breach of any provision of these Terms of Use shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof. No waiver shall be effective unless it is made in writing and signed by an authorized representative of the waiving Party.

 

18. TERMINATION; NO ASSIGNMENT

You may not assign these Terms of Use or any of your rights or obligations under these Terms of Use without the prior written consent of TokenLinx. TokenLinx may assign its rights and obligations under these Terms of Use to any third party without notice to you. Any attempt to assign these Terms of Use or any rights or obligations hereunder in contravention of this provision shall be null and void. These Terms of Use shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, provided that any assignment by you of these Terms of Use or any of your rights or obligations hereunder shall require the prior written consent of TokenLinx.

 

You may terminate your account and/or stop using our site and services at any time.  TokenLinx may, in  our sole discretion, terminate or suspend your access to all or part of our site and services for any reason, including, without limitation, violation of these TOU and/or if we have reasonable ground to suspect that you have violated these TOU.

 

19. NOTICES; ELECTRONIC COMMUNICATIONS

By accessing the Site or sending emails to TokenLinx, you agree to receive communications from TokenLinx electronically. TokenLinx may communicate with you by email or by posting notices on the Site. You acknowledge and agree that all agreements, notices, disclosures, and other communications that TokenLinx provides to you electronically comply with any legal requirement that such communications be in writing.

 

20. MODERATION

We have the right, but not the obligation, to regulate content (which includes but is not limited to postings, text, code, images, video, binary files, ads, accounts, account information, lags, emails, messages and any other user communications ("content")) posted to, stored on or transmitted via our site and services by any user (or any other third party in any manner); to regulate conduct (including but not limited to any authorized or unauthorized access to or use of our sites and services) by any user (or any other third party in any manner); and to enforce these TOU, for any reason and in any manner or by any means that we, in our sole discretion, deem necessary or appropriate (including but not limited to automated and manual screening, blocking, filtering, exclusion from index pages, exclusion from search results, requiring the use of an application programming interface (API), requiring the use of a bulk posting interface, authorization, verification, and the deletion and/or termination of content, accounts and/or all or any use or access). We may, in our sole discretion and without notice, start, stop or modify any regulation or enforcement measures at any time. Our action or inaction to regulate content or conduct or to enforce against any potential violation of these TOU by any user (or any other third party) does not waive our right to implement or not implement regulation or enforcement measures with respect to any subsequent or similar content, conduct or potential TOU violation.

 

You also understand and agree that any action or inaction by us or any of our directors, officers, stockholders, employees, consultants, agents or representatives (collectively, "our representatives" and individually "our representative") to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential TOU violation is undertaken voluntarily and in good faith, and you expressly agree that neither we nor any of our representatives will be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these TOU.

 

Although our representatives may moderate content on our sites and services at our discretion, our representatives have no authority to make binding commitments, promises or representations to anyone that they or anyone else on behalf of us will "take care" of any alleged problem or complaint, or that they or anyone else on behalf of us will otherwise stop, cure or prevent any problem, content, conduct or purported TOU violation from occurring or recurring. Accordingly, you further agree that any representation (written or verbal) by our representative (or by anyone else acting on behalf of us or by anyone purportedly acting on behalf of us) that we (including but not limited to our representative, anyone else acting on behalf of us, or anyone purportedly acting on behalf of us) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported TOU violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that we, our representatives and anyone else authorized to act on behalf of us will in no circumstance be liable as a result of any representation that we, our representatives or anyone else on behalf of us would or would not restrict or redress any content, conduct or potential or purported TOU violation. For the purpose of clarity, the opinions, statements, comments, posts and other communications expressed on our sites and services are solely those of the poster and not ours, or our employees, officers, directors, shareholders, subsidiaries, parent companies, attorneys or other agents. We do not guarantee the accuracy or reliability, or the information provided by any poster, administrator, or moderator. Administrators and moderators are not our agents, and their opinions, comments and posts are their own. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by our Chief Executive Officer and dated and signed by the individual or entity to whom the modification, waiver or re- lease is granted.

 

We also have the right in our sole discretion to limit, modify, interrupt, suspend or discontinue all or any portions of our sites and services at any time without notice. We and our representatives will not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.

 

21.  CONTENT

We do not control, are not responsible for and make no representations or warranties with respect to any user content. You are solely responsible for your access to, use of and/or reliance on any user content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user content.

 

You are also responsible for any content that you post or transmit and, if you create an account, you are responsible for all content posted or transmitted through or by use of your account.

 

Content prohibited from our sites and services includes but is not limited to: (1) illegal content; (2) content in facilitation of the creation, advertising, distribution, provision or receipt of illegal goods or services; (3) offensive content (including, without limitation, court ordered defamatory statements, threatening, hateful or pornographic content); (4) content that discloses another's personal, confidential or proprietary information; (5) false or fraudulent content (including but not limited to false, fraudulent or misleading responses to user ads transmitted via our sites and services); (6) malicious content (including, with- out limitation, malware or spyware); (7) content that offers, promotes, advertises, or provides links to posting or auto-posting products or services, account creation or auto-creation products or services, lagging or auto-lagging products or services, bulk telephone numbers, or any other product or service that if utilized with respect to our sites and services would violate these TOU or our other legal rights; and (8) content that offers, promotes, advertises or provides links to unsolicited products or services. Other content prohibitions are set forth in supplemental terms for particular categories or services on our sites and services and all such prohibitions are expressly incorporated into these TOU as stated in the introductory paragraphs above.

 

You automatically grant and assign to us, and you represent and warrant that you have the right to grant and assign to us, a perpetual, irrevocable, unlimited, fully paid, fully sublicensable (through multiple tiers), worldwide license to copy, perform, display, distribute, prepare derivative works from (including, without limitation, incorporating into other works) and otherwise use any content that you post. You also expressly grant and assign to us all rights and causes of action to prohibit and enforce against any unauthorized copying, performance, display, distribution, use or exploitation of, or creation of derivative works from, any content that you post (including but not limited to any unauthorized downloading, extraction, harvesting, collection or aggregation of content that you post).

 

22.  CONDUCT

We do not control, are not responsible for and make no representations or warranties with respect to any user or user conduct. You are solely responsible for your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user or user conduct.

 

You are also responsible for your own conduct and activities on, through or related to our sites and services, and, if you create an account on our sites and services, you are responsible for all conduct or activities on, through or by use of your account.

 

23.  POSTINGS

Users may not circumvent any technological measure implemented by us to restrict the manner in which content may be posted on our sites and services or to regulate the manner in which content (including but not limited to email) may be transmitted to other users. This prohibition includes, without limitation, a ban on the use of multiple email addresses (created via an email address generator or otherwise); the use of multiple IP addresses (via proxy servers, modem toggling, or otherwise); CAPTCHA circumvention, automation or outsourcing; multiple and/or fraudulent service accounts, including phone-verified accounts; URL shortening, obfuscation or redirection; use of multiple phone lines or phone forwarding for verification; and content obfuscation via HTML techniques, printing text on images, inserting random text or content "spinning."

 

It is expressly prohibited for any third party to post content to our sites and services on behalf of another. Users must post content only on their own behalf, and may not permit, enable, induce or encourage any third party to post content for them.

 

It is expressly prohibited to post content to our sites and services using any automated means. Users must post all content personally and manually through all steps of the posting process. It is also expressly prohibited for any user to develop, offer, market, sell, distribute or provide an automated means to perform any step of the posting process (in whole or in part). Any user who develops, offers, markets, sells, distributes or provides an automated means to perform any step of the posting process (in whole or in part) will be responsible and liable to us for each instance of access to our sites and services (by any user or other third party) using that automated means.

 

Affiliate marketing by users is expressly prohibited on our sites and services. Users may not post content or communicate with any user for purposes of affiliate marketing or in connection with any affiliate marketing system, scheme or program in any manner or under any circumstance.

 

24.  ACCOUNTS

For the site, a user may create, maintain and use no more than one account to post content only on his/her or its own behalf. A user must create his/her or its account personally and manually and may not create accounts by any automated means.

 

Without limitation, this includes the obligation that the user personally and manually solves any CAPTCHA challenge in the account creation process. A user may not create or use additional accounts or any account of another and must not permit, enable, induce or encourage others to create accounts for him/her or it.

 

The purchase and sale of accounts and the creation of accounts for others is expressly prohibited. The circumvention of any technological restriction or security measure in the account creation process, posting process or otherwise for posting content in violation of these TOU also is expressly prohibited.

 

25.  INTERACTION WITH OTHERS

We and our representatives are not parties to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, person or organization ("your interactions with others"). You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research or due diligence with respect to your interactions with others.

 

The sites or services may provide links to other websites and online resources. Because we have no control over such websites and resources, you acknowledge and agree that we, including our shareholders, affiliates, employees, officers, directors, agents, representatives, licensors, suppliers and service providers, (collectively, "we") are not responsible for the availability of such external websites or resources and we neither endorse nor are responsible or liable for, and make no representations or warranties regarding, the identity or trustworthiness of the third-party website or resources, including any content, advertising, products, services, or other materials on or available through such websites or resources. Other websites may provide links to our sites with or without authorization. You acknowledge and agree that we do not endorse such websites, and are not and shall not be responsible or liable for any links from those websites to our sites, any content, advertising, products or other materials available on or through such other websites, or any loss or damages incurred in connection therewith. YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE AND PRIVACY POLICY APPLICABLE TO SUCH WEBSITES AND RESOURCES. We shall have the right, at any time and in our sole discretion, to block links to our sites through technological or other means without prior notice.

26.       TOKENLINX’S PRIVACY POLICY, API AGREEMENT, VENDOR MARKETPLACE AGREEMENT AND DATA USE AGREEMENT ARE INCORPORATED HEREIN

The following policies and agreements with TokenLinx are incorporated herein as if they are part of the TOU:

 

  1. The Vendor Marketplace Agreement can be found at https://www.tokenlinx.com/policies; and

  2. The Data Use Agreement can be found at https://www.tokenlinx.com/policies.

 

TokenLinx reserves the right to amend these policies and the TOU from time to time.

 

QUESTIONS AND FEEDBACK

If you have any questions or feedback regarding the Site or these Terms of Use, please contact TokenLinx at privacy@TokenLinx.com.

 

TokenLinx TOU – Revised May 18, 2023

DATA USE AGREEMENT 

 

Terms of Use     Data Use     Privacy Policy     Vendor Marketplace     Document Hosting and Protection

This Data Use Agreement ("Agreement") is made and entered into as of the date of acceptance ("Effective Date") by and between TokenLinx Inc., a Texas corporation with its principal place of business at PO Box 7730, The Woodlands, TX 77387 ("TokenLinx", “us”, “we”, or “our”), or its affiliates, and the data creator ("Creator"). 

 

WHEREAS, Creator is willing to contribute data to TokenLinx for the purpose of completing a real estate transaction order, resale, and TokenLinx desires to receive such data and resell it subject to the terms and conditions set forth herein. 

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

  1. OWNERSHIP OF DATA. Creator owns a copy of any data it contributes to TokenLinx. Creator agrees to compensate TokenLinx at the agreed upon rate when data is resold. Data creators who contribute data to TokenLinx agree to leave their data on the system even if they sell, transfer, merge, or cease operations. Creator shall notify TokenLinx in writing if it sells, transfers, merges, or ceases operations. TokenLinx shall track all future data sales for orphaned data. 

  2. DATA PRIVACY. Creator is responsible for defining the visibility and price of data sold, while TokenLinx will have suggested price tiers. Any personal data should be redacted by Creator before submitting it to TokenLinx. Creator may provide data in the process of fulfilling an order or by associating existing data manually or through a bulk import. 

  3. COMPENSATION. TokenLinx shall distribute compensation in the event of a data sale to Creator as per the agreed upon rate. 

  4. PUBLIC DATA. Some data may be public data; therefore, a data creator may publish the data and charge for it as they aggregated it and added value. 

  5. INDEMNIFICATION. Creator shall indemnify, defend, and hold harmless TokenLinx, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use or any activity related to Creator's data, including negligent or willful misconduct, or any claim that Creator's data infringes or misappropriates any intellectual property or other proprietary right of any third party. 

  6. TERM AND TERMINATION. This Agreement shall remain in effect until terminated by either party upon written notice. Upon termination of this Agreement, Creator's data shall remain available for resale until it is sold. TokenLinx shall continue to track orphaned data sales after the termination of this Agreement. 

  7. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. Any modification or amendment of this Agreement shall be in writing and signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflicts of law provisions. Any dispute arising under or related to this Agreement shall be resolved in accordance with Section 15 (GOVERNING LAW; DISPUTE RESOLUTION) of the Terms of Use. 

TokenLinx TOS – Revised May 18, 2023

 

PRIVACY POLICY

 

Terms of Use     Data Use     Privacy Policy     Vendor Marketplace     Document Hosting and Protection

  1. YOU AGREE TO THIS PRIVACY POLICY BY USING THE SITE

TokenLinx Inc., a corporation organized under the laws of the State of Texas, with its principal place of business located at PO Box 7730, The Woodlands, TX 77387, and its affiliates ("TokenLinx" or "we" or "us" or "our"), provide a technology platform and related services that facilitate real estate transactions. Our platform allows customers to share information with other TokenLinx customers, service providers, and individuals such as buyers and sellers. To market and provide our services, TokenLinx collects and uses information as described in our policies and agreements.In addition to what is set forth herein, TokenLinx refers you to their Terms of Use, Vendor Marketplace Agreement and Data Use Agreement, which are all incorporated into the Terms of Use along with this Privacy Agreement.

 

This Privacy Policy explains how we collect, use, and share personal information. It applies to all TokenLinx sites, apps, and services, including TokenLinx.com and Telluride Hub. This policy excludes personal information relevant to employees, whether prospective, current, or separated. Additionally, it does not apply to companies we do not own or control or parties we do not manage.

 

This Privacy Policy covers personal information that TokenLinx controls, but not personal information controlled by others, including TokenLinx customers such as title and settlement agents, mortgage lenders, surveyors, tax certificate providers, home inspectors, realtors, and title insurance underwriters or any organization who use the TokenLinx platform. For more details on personal information processed for customers, please see section 1.

 

By using or accessing our Services, you agree to our Privacy Policy and acknowledge that we will collect, use, and share your information as described herein. Our Services are subject to terms and conditions, including our Terms of Use for TokenLinx.com and Subscription Services governed by our Terms of Service. You have choices regarding the information you provide and how we use it.

 

While you may choose not to provide us with information, your choice(s) may limit your use of certain features or prevent you from using the Services altogether. For example, if you do not set up a TokenLinx organizational account, you will not be able to generate orders and see all data available on a property. See Section 6 for more information about your choices.

 

We reserve the right to change this Privacy Policy to reflect changes in the law, our information practices, or our operations. We will indicate the date of the most recent update at the top of this Privacy Policy. If we make a material change to the Policy, we will notify you as required by law. By using the Services, you confirm that you have read and understood the latest version of this Privacy Policy.
 

2. Personal Information TokenLinx Processes for Customers

TokenLinx customers use TokenLinx to process personal information relevant to the people (e.g., buyer and seller) participating in a real estate transaction, such as a home purchase or refinancing (“Customer Data”). Customer Data may include name, mailing address, property address, phone number, email address, banking and loan information, date of birth, government issued identification numbers, such as social security number, and signatures (traditional or electronic). For individuals that participate in a remote notary session, Customer Data may include inspection of government-issued identification, knowledge-based identity verification questions and answers, electronic signatures, and audio-visual recordings.

 

TokenLinx Customers control Customer Data. TokenLinx processes Customer Data at the direction of TokenLinx customers and subject to TokenLinx’s agreements with customers. Customer Data is not governed by sections 2-8 of this Privacy Policy.

 

If you were a participant (such as a buyer or seller) in a transaction and have a question about how your information was processed, please contact the title agent that supported your transaction. If you are a customer and have questions about how TokenLinx processes Customer Data, please review your agreement with TokenLinx.
 

3. Information TokenLinx Collects and Uses

 

A. Information You Provide

 We may collect information that you provide directly to us in a variety of ways. Some examples are when you:

  • Use the Services, such as when you register for an account, log in to or use a service like TokenLinx or Telluride Hub, or when you visit our websites

  • Request support or technical assistance

  • Respond to surveys

  • Subscribe to newsletters or request information like whitepapers

  • Register for events, such as webinars or conferences

  • Communicate with us in other ways

 

The information you provide directly to us may concern you or others. Some examples are:

  • Contact information that helps us invite someone to a service, such as name, company & title, email address, mailing address, or phone number

  • Electronic signature that you upload or adopt to support signing documents and to conduct transactions, such as notarization

  • Information that helps us secure accounts or enable integrations with other services, such as passwords or phone number

  • Information to support billing and payment as well as accounting, such as credit card or bank account information or tax IDs

 

We use this information to provide and improve our Services, to communicate with you, to enable transactions, and for other lawful purposes. We may also use this information to ensure compliance with legal and regulatory requirements, to protect our rights, and for other purposes permitted by applicable law.

 

We will not sell, lease, or rent your personal information to any third parties to the extent agreed herein. However, we may share your information with our trusted partners, vendors, or service providers who help us provide and improve our Services, and who are bound to confidentiality obligations. We may also share your information as necessary to comply with legal requirements or to protect our rights or the rights of our customers or others.

 

By using our Services, you consent to our collection and use of your information as described in this Privacy Policy. If you do not agree to this Policy, you should not use our Services.

 

B. Information Collected or Generated Automatically (Device & Usage Data)

When you use the Services, including when you visit our sites or install our apps, we automatically collect information about how you use the Services and the devices you use to access the Services. We may also generate information about you, such as identifiers for accounts or users. Some examples of the information we collect automatically or generate are:

  • User ID

  • Audio/Visual recordings with appropriate consent, such as of demonstrations or webinars or signing events. Recordings may be for our reference purposes or to satisfy regulatory requirements, such as with recordings of remote online notary signings

  • Information about your user credentials, including for any third-party service that you connect to or integrate with the Services, including tokens for your passwords or authorizations for other services

  • Location information, such as general location information from your computer or mobile device or your IP address

  • Clickstream data, such as web log data, referring and exit pages and URLs, platform type, number of clicks, IP address, domain names, landing pages, including pages and content viewed and the order of those pages, the amount of time spent on particular pages, actions completed, transaction types, location of transactions, tasks and workflows, time spent completing tasks and workflows, the date and time of use of the Services, the frequency of use of the Services, other usage patterns, error logs, unique identifiers (including Ad IDs and Device IDs), device attributes, such as operating system and browser type. We may also collect on a real-time basis information on how you use and navigate the Services, including mouse movements, how you navigate within or scroll through the Services, and which parts of the Services you interact with.

  • Cookies and Related Technologies - cookies and related technologies, such as web beacons or pixels, can help websites and services tailor sites to your preferences, track your use, including the pages you visit, manage content, compile statistics about usage of services, and learn about your online activity including on other sites or services. For more information about cookies, please review our Cookie Notice.

    • Users (e.g., individuals that log in to and use services like Telluride Hub) - We and our third-party service providers, which includes analytics, may use cookies and related technologies to collect a variety of information for analytics purposes. The information collected includes information about the computers or devices (including mobile devices) you use when you log in to specific services and your activity within specific services, including, but not limited to, the clickstream data described above.

    • Visitors (e.g., individuals that visit our public sites and pages) - We and our third-party service providers, which include analytics providers, like Google Analytics, and ad networks, may use cookies and related technologies to collect a variety of information for analytics and advertising purposes. The information collected includes information about the computers or devices (including mobile devices) you use to access our public sites and your activity on those sites, including, but not limited to, the clickstream data described above.

 

We use this information to understand how our customers use the Services, to improve the Services and to personalize your experience. We also use this information to provide you with relevant advertising on and off our sites and apps. If you want to opt out of interest-based advertising, please review our Cookie Notice.

 

C. Other

i)  Other Sources

We may obtain information, including contact information, demographic, and statistical information, from third-party sources, such as business partners, marketers, researchers, and analysts. We may use this information as described in Section 3, but typically we use this information to supplement the other information we collect. This helps us improve the accuracy of our records, support administrative operations, and market TokenLinx and our services. We ensure that any third-party sources of information comply with applicable laws and regulations governing the collection, use, and disclosure of personal information.

 

ii)Third-Party Services and APIs

The Services may enable customers to use services provided by third parties, which may involve the processing of personal information. For instance, if you decide to register or log in using a third-party account (such as Google or your company's Single Sign On provider), the authentication of your login details will be handled by that third party. We will only collect the information that you explicitly agree to share with us at the time you authorize us to link your account or deployment with the third-party account. The collection and use of information by third-party services and APIs are subject to the policies of the applicable third parties or our customers' agreements with them. Please note that we do not control the privacy policies or practices of these third-party services and APIs. Therefore, we encourage you to review the applicable policies before using any third-party service or API in connection with the Services.
 

3. How TokenLinx Uses Your Information

A. Primary Uses

We use personal information primarily to develop, provide, support, and secure the Services, as well as to market and communicate about the Services and TokenLinx. Some specific examples of how we use personal information are:

  • Prevent, detect, investigate and respond to fraud, unauthorized access/use of the Services, breaches of terms and policies, or other wrongful behavior

  • Create and administer accounts and otherwise provide the Services

  • Troubleshoot problems and support customers

  • Invoice for use of the Services and collect payments

  • Comply with any procedures, laws, and regulations which apply to us, including those that set retention periods

  • Protect or defend our legal rights

  • Develop and deliver targeted online ads to people that visit TokenLinx sites

  • Analyze use of the Services and other operations, such as to determine which portions of the Services are used most frequently, for audit and support purposes, to support our advertising, including to evaluate the success of our advertising campaigns

  • Manage the Services and our platform, including support systems and security

  • Market the Services, TokenLinx, and new services, or to pursue leads, host events and provide networking opportunities

  • Develop and test new features and services, including by conducting surveys

  • Communicate with you about TokenLinx, the Services and our relationship

  • In other lawful ways if we have your consent

 

B. Other Uses – Deidentified Information

We take steps to limit or prevent the identification of any particular individual or device in the information we collect. We may aggregate information relating to many individuals or remove or change pieces of information about each individual to ensure de-identification. De-identified information is used for any lawful purpose, including to support our research, development, and marketing efforts.
 

4. To Whom TokenLinx Discloses Your Information

We may disclose information about you to the types of recipients described below.

  • Service Providers - Like many technology companies, we rely on other companies that support the services we provide to our customers and help us to conduct certain business operations. In many cases, these service providers need to process personal information in order to provide the relevant services. Some examples are: data storage, payment processing, analytics and two-factor authentication using SMS. We may also share information with our advisers, such as lawyers, auditors, and insurers to the extent necessary to receive advice.

  • Affiliates - We may share your personal information with other companies that are under common control or ownership with TokenLinx Labs, Inc. These Affiliates may use your information as described in this Privacy Policy.

  • Marketing Partners and Event Attendees - We may share basic contact and professional information with sponsors of events, webinars, or sweepstakes for which you register, or other parties with whom we may engage in joint marketing activities. If you register for a TokenLinx sponsored event, TokenLinx may make the attendees list available to other attendees.

  • Other Users - When users are logged in to certain services, the actions or conduct of the user are logged and portions of that activity may be available to the customer that pays for the applicable Services or who acts as an administrator. TokenLinx enables customers (and their users) to engage with other customers, service providers and individuals, such as vendors, buyers and sellers, to collect and share information.

  • Business Changes/Transfers - Your personal information may be disclosed or transferred to relevant third parties in the event of, or as part of the due diligence for, any proposed or actual reorganization, sale, merger, consolidation, joint venture, assignment, transfer, or other disposition of all or part of our business, assets, or stock (including in connection with any bankruptcy or similar proceeding). Disclosures of information in due diligence will typically be of aggregated information. If a corporate transaction occurs, we will provide notification of any changes to the control of your information, as well as choices you may have.

  • Law enforcement agencies, regulatory or governmental bodies, or other third parties - We may share your information in order to respond to legal process, comply with any legal obligation; protect or defend our rights, interests or property or that of third parties; or prevent or investigate wrongdoing in connection with the Services.

Consent - We may share certain information in other ways if you have asked us to do so or have given your consent. For example, we may publish a testimonial from you, if you provide your consent.

 

5. Security

We take the security of your personal information seriously and use a combination of organizational and technical measures to safeguard it against unauthorized access, use, modification, or disclosure. We also provide account administrators and individual users with features that can be used to enhance security, such as two-factor authentication and password requirements. However, it's important to note that no method of transmission or storage of information can be completely secure. We cannot guarantee that the information you provide or that we collect will be completely protected against unauthorized access, use, modification, or disclosure. We continually evaluate and improve our security practices to help mitigate these risks.
 

6. Choices

• Account Information - Many of our services offer account pages or administration panels that allow individuals to review and adjust the information associated with their account. Please review the applicable documentation, such as knowledge base articles, or contact customer support if you need assistance with managing user or account information.

 

• Marketing Communications - If you wish to opt-out of receiving marketing emails from TokenLinx, follow the unsubscribe links in emails. Please note that you will continue to receive transaction-related emails regarding services you use or request, and you will not be able to opt out of those communications (e.g., communications regarding the Services, your Account, or updates to our Terms or this Privacy Policy).

 

• Cookies and Related Technologies - See our Cookie Notice for more information on cookies in general, which cookies we use, and your choices about them. You can also navigate to our consent manager to get additional information on cookies and exercise choices.

 

• Analytics and Advertising - You may exercise choices regarding the use of cookies and related technologies for analytics and advertising purposes by navigating to our consent manager. In the consent manager, you can adjust your preferences for how TokenLinx and its partners collect and use your information for targeted advertising and analytics purposes.
 

7. State Specific Notices

A. Individual Rights

Several states, such as California and Virginia, have passed laws that provide comprehensive privacy rights to consumers concerning their personal information. Other states, like Colorado, Connecticut, and Utah, have similar laws that will take effect in the near future. These laws typically give consumers rights such as the right to know if their personal information is being processed, the right to access, correct, and delete their personal information, and the right to opt-out of the sale of their personal information or targeted advertising.

 

As a business-to-business company, TokenLinx does not directly market to consumers. However, our customers (professionals in the real estate sector) use TokenLinx to process personal information related to participants (such as buyers and sellers) in real estate transactions, who may be consumers. This means that some or all of the personal information processed by TokenLinx may be controlled by a TokenLinx customer and may be subject to laws like the Gramm-Leach-Bliley Act (GLBA), which could affect whether state privacy laws apply, and the consumer's rights under applicable laws.

 

If you are a resident of a state with comprehensive consumer privacy laws and have interacted with TokenLinx for personal or household purposes, we recommend you carefully review our Privacy Policy to understand the personal information we collect, how we use it, and with whom we may share it. If you have an account on TokenLinx, you can use the account management tools provided to manage your information.

 

If you have any questions or would like to submit a rights request, you may contact us at privacy@TokenLinx.com. Residents of Virginia, Colorado, and Connecticut may also appeal a refusal to fulfill a rights request by emailing privacy@TokenLinx.com.

 

B. California Shine the Light

If you are a California resident, you have the right under California's "Shine the Light" law to request a list of third parties that have received your personal information for their own direct marketing purposes during the prior calendar year. TokenLinx does not disclose personal information of California residents to third parties for their own direct marketing purposes.

 

C. California Do Not Track

Please be aware that TokenLinx does not participate in the selling of users' personal data, irrespective of their Global Privacy Control (GPC) settings, including those based in California. Currently, TokenLinx does not recognize "Do Not Track" signals from web browsers due to the lack of a universal standard for these signals.

 

However, TokenLinx has embraced an alternative privacy mechanism: the Global Privacy Control (GPC). The GPC allows users to express their privacy preferences to compliant websites and services.

 

Even though TokenLinx does not engage in the sale of user data under any conditions, if a user enables the GPC setting in their browser, TokenLinx will respect this choice and the user's preference to opt-out of any potential sale of their personal information to third parties. It's important to note that GPC is a separate and distinct privacy mechanism from the "Do Not Track" signal.

 

D. Supplemental Privacy Notice for California Residents

This section supplements the information contained in the TokenLinx Privacy Policy and is specific to individuals who are residents of the State of California, as defined in Section 17014 of Title 18 of the California Code of Regulations. It provides information regarding California residents’ rights under the California Consumer Privacy Act (CCPA) and the information that TokenLinx is required to provide to such residents under the CCPA.

 

i. Information We Collect and Purposes for Which it is Used 

We collect information that falls under the definition of “personal information” in the California Consumer Privacy Act (CCPA) and that can identify, relate to, describe, be associated with, or linked, directly or indirectly, with a particular California resident or household (“CA Personal Information”). The table below outlines the types of information that may be collected or shared, although these collections and any sharing are not exhaustive or applicable to every case. Please note that this section does not cover the collection and use of information that TokenLinx processes solely on behalf of our customers or information that is exempt from the CCPA. The CCPA excludes certain types of information from the definition of personal information, including publicly available data and information that is subject to certain sector-specific privacy laws, such as the Gramm-Leach-Bliley Act and the California Financial Information Privacy Act.

 

 

ii. Disclosures for Business Purposes, Categories of Recipients to Whom CA Personal Information is Disclosed for a Business Purpose 

We may disclose CA Personal Information we collect to our service providers for business purposes, including storage, email communication, and payment processing, as described in Section 2 and Section 7(D)(I) above. In certain cases, we may also disclose certain CA Personal Information to other parties, including other users. For example, we may disclose basic contact information about event attendees to co-sponsors and other attendees or make audio-visual recordings of sessions available to other parties. In addition, for security purposes, Tokenlinx services like Telluride Hub track the activity of each user and make portions of that activity available to account administrators for audit purposes. We require all third parties that receive CA Personal Information to maintain the confidentiality and security of the information and to use it only for the purposes for which it was disclosed.

 

iii. Retention of CA Personal Information

TokenLinx retains or stores CA Personal Information for the period necessary to achieve the purposes for which it is collected, unless a longer retention period is required or permitted by law. We may retain your personal information for a longer period to comply with our legal obligations, resolve disputes, and enforce our agreements. Once the data is no longer necessary for these purposes, we will securely delete or anonymize it. Please note that certain data may be retained for a longer period of time to the extent that it is necessary to fulfill our obligations under contracts with our customers or as required by law.

 

iv. Individual Rights

If you are a California resident, you generally have certain rights in relation to your CA Personal Information. California law may permit you to request that we:

Provide you the categories of CA Personal Information we have collected or disclosed about you; the categories of sources of such information; the business or commercial purpose for collecting, selling, or sharing your personal information; and the categories of third parties with whom we "share" CA Personal Information (as defined under CA law and if applicable) or to whom we "sell" CA Personal Information (as defined under CA law and if applicable).

  • Stop selling your CA personal Information (if applicable)

  • Stop sharing your CA Personal Information (if applicable)

  • Provide access to or a copy of certain California Personal Information we process

  • Correct inaccurate CA Personal Information that we process

  • Delete certain CA Personal Information we process

 

You may also have the right to receive information about the financial incentives that we offer to you (if any). You also have the right to not be discriminated against (as provided for in applicable law) for exercising certain of your rights. Finally, the CCPA also allows you to limit the use or disclosure of your "sensitive personal information" (as defined in the CCPA) if your sensitive personal information is used for certain purposes. Please note that we do not use or disclose sensitive personal information other than for purposes for which you cannot opt out under the CCPA.

 

v. Exercising Your Rights

We recommend that you carefully review our privacy policy before submitting a rights request, as it outlines the CA Personal Information we collect, its purpose, and whom we might share it with. We also advise users to utilize the account management tools available in our applicable services to access and modify their information.

 

Before fulfilling a rights request, TokenLinx will take steps to verify the identity of the requestor. These steps may include requesting the user to log in to their account (if applicable), providing certain information about our relationship with the user, or requesting a declaration regarding their identity. If a request is made through an agent, TokenLinx will verify both the user's identity and the agent's authority, including verifying whether the agent is registered with the California Secretary of State. If we are unable to confirm the requester's identity or the agent's authority (if applicable), we will not fulfill the request. We also urge you to submit clear and detailed requests that specify precisely what you want.

 

  • Exceptions to Rights Requests. Under CCPA, businesses may deny a request to exercise certain rights under certain circumstances. For instance, we may deny a request to delete if the CA Personal Information is necessary for completing a transaction or providing a requested good or service, detecting and responding to security incidents, protecting against malicious or illegal activities, or complying with legal obligations. If we deny a request, we will inform you of the reasons for the denial. If you have any questions or concerns about your rights under CCPA or wish to exercise your rights, please contact us at privacy@TokenLinx.com.

 

vi. Sharing

Under the CCPA, businesses that "share" California personal information must provide an opt-out option. Sharing is defined as the targeting of advertising to a consumer based on their personal information obtained from their activity across websites. TokenLinx may share information collected when individuals visit our public sites, such as TokenLinx.com, so that we can deliver relevant advertising about TokenLinx and our services. As part of our targeted advertising, we may share identifiers (such as IP addresses and email addresses), internet or other electronic network activity information (such as browsing interactions on our public sites), and commercial information (such as the fact that a browser visited a page about title production software) with advertising platforms and networks.

 

 TokenLinx maintains a firm commitment to privacy and does not engage in the sale of personal information of any individuals, including those residing in California. If you are a California resident, you possess the right under the California Consumer Privacy Act (CCPA) to opt-out of the sale or sharing of your personal information. To exercise this right and opt-out of your personal information being shared for targeted advertising purposes, please send an email to privacy@tokenlinx.com. Please be aware that this opt-out provision is specific to the "sale" of personal information as defined under the CCPA and does not apply to the sharing of personal information as per the CCPA's definition.

 

vii. Sales

The CCPA requires businesses that "sell" CA personal information to provide an opt-out from such sharing. Based on the definition of "sell" under the CCPA, which includes the exchange of personal information for monetary or other valuable considerations, we do not believe we engage in such activity. Therefore, we do not offer an opt-out from the sale of personal information. However, we may "share" personal information as described in the previous section. To opt out of such "sharing," please email privacy@tokenlinx.com.

 

viii. Global Privacy Control

TokenLinx respects the privacy preferences of users who enable Global Privacy Control (GPC) in their web browser or other online software. When a user activates GPC, TokenLinx's public websites will respond by refraining from collecting or sharing personal data about that user to the extent required by the user's GPC signal. Note that this opt-out preference will only apply to the specific device and browser on which the user has enabled GPC. For more information on how to use GPC, please visit www.globalprivacycontrol.org.

 

E. Notice for Nevada Residents

Under Nevada law, certain Nevada consumers may opt out of the sale of their "personally identifiable information" for monetary consideration. "Personally identifiable information" includes first and last name, address, email address, phone number, Social Security Number, or an identifier that allows a specific person to be contacted either physically or online.

 

TokenLinx does not engage in such activity; therefore, there is no need to submit a request to opt-out. However, if you are a Nevada resident who has purchased or leased goods or services from us and wish to opt-out of any potential future sales under Nevada law, please email privacy@TokenLinx.com. We will take reasonable steps to verify your identity and the authenticity of the request. Once verified, we will maintain your request in the event our practices change.

 

8.  CHILDREN’S AND MINOR PRIVACY

Children under the age of 13 are not permitted to use our sites and services. We do not knowingly collect personal information from children under the age of 13 or utilize plug-ins or ad networks that collect personal information through child-directed third-party websites or online services. If we learn that we have collected personal information from a child under 13, we will take steps to promptly delete such information.

 

Our sites and services generally require users to be at least 18 years of age. our site and services do not collect age from users under 18. Without limiting the generality of the foregoing, our services may allow users above the age of 18 (such as healthcare providers, parents, and guardians) to submit personal information of minors. Such users assume full responsibility over their submission, use, and transmission of such information.

 

9.  INTERNATIONAL USERS

We are headquartered in the United States. Our sites and services are intended for users in the United States and hosted and administrated in the United States or hosted with cloud service providers who are headquartered in the United States and in other countries. If you are located outside the United States, be aware that information you provide to us or that we obtain as a result of your use of our sites and services may be processed in, transferred to, and stored in the United States and in any other countries from where our cloud service providers operate.

Please be aware that the privacy laws and standards in certain countries may differ from those that apply in the country in which you reside. By using our sites and services or providing us with your information, you consent to the transfer of your information for processing and storage to the United States and any other country from where our cloud service providers operate.

 

10. Questions & Contact Information

If you have any questions or concerns regarding this Privacy Policy or TokenLinx’s use of your information, please send a detailed message to privacy@TokenLinx.com. TokenLinx is headquartered in The Woodlands, TX. Mail us at PO Box 7730, The Woodlands, TX 77387

TokenLinx Privacy Policy – Revised May 18, 2023

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VENDOR MARKETPLACE AGREEMENT

Terms of Use     Data Use     Privacy Policy     Vendor Marketplace     Document Hosting and Protection

This TokenLinx Vendor Marketplace Agreement (the “Agreement”) is entered into as of the date on which Vendor clicks “Sign Up” (the “Effective Date”) by and between TokenLinx Inc., a corporation organized under the laws of the State of Texas, with its principal place of business located at PO Box 7730, The Woodlands, TX 77387 (“TokenLinx”, “us”, “we”, or “our”), or its affiliates, and Vendor, an entity authorized to do business under the laws of its jurisdiction of incorporation or organization (“Vendor). TokenLinx and Vendor are each individually referred to herein as a “Party” and together as the “Parties.” By clicking “Sign Up” or otherwise accessing or using the Vendor Marketplace (as defined below), Vendor agrees to be bound by the terms and conditions set forth in this Agreement. If Vendor does not agree to these terms, Vendor should not access or use the Vendor Marketplace. This Agreement constitutes a legally binding and enforceable agreement between the Parties.

 

1. VENDOR MARKETPLACE

 

A. Service. Vendor agrees to authorize TokenLinx to market and sell, distribute, or make available any service, platform, or application described in Vendor's designated profile ("Profile") in the Vendor Marketplace ("Marketplace") (collectively referred to as the "Service"). This Agreement authorizes TokenLinx and/or End Users (as defined below) to submit orders to Vendor through the Marketplace. For purposes of this Agreement, "Deliverable" refers to any Service-related product, report, or service produced or delivered by Vendor for End Users, including but not limited to all items described in the Profile. Vendor agrees to make the Service and Deliverables available to End Users via the Marketplace in the territories listed in the Profile.

 

B. Obligations of TokenLinx.  The following are the obligations of TokenLinx under this Vendor Marketplace Agreement:

 

  • Following deployment of the Vendor Marketplace, TokenLinx will provide first line support to End Users regarding the Vendor Marketplace.

  • TokenLinx will provide pricing and billing data to End Users regarding the Service and Deliverables.

  • TokenLinx will pass through to Vendor, on a monthly basis, applicable payments received by TokenLinx from End Users for Deliverables ordered via the Vendor Marketplace.

  • TokenLinx will provide access to the Service to End Users (without requiring such End Users to register or connect directly with Vendor or the Service) pursuant to the License, subject to TokenLinx's discretion to reject or remove access to the Service, the Profile, or the Portal.

  • TokenLinx grants Vendor a limited, non-exclusive, non-transferable, non-sublicensable license to use the API solely for the purpose of integrating the TokenLinx Platform with the Service to enable the proper and secure submission and delivery of Deliverable orders.

 

C. Obligations of Vendor.  As the Vendor, you have certain obligations to TokenLinx and End Users, including:

 

  • Granting TokenLinx a non-exclusive license to use the Service for TokenLinx's internal business purposes and provide access to the Service to End Users via the Vendor Marketplace.

  • Providing Deliverables in accordance with the requirements set forth in the Profile, including delivery times and service level obligations.

  • Providing TokenLinx with ad-hoc and scheduled reports as needed or reasonably requested.

  • Diligently facilitating and assisting TokenLinx with fulfilling its obligations to End Users.

  • Acknowledging that the Agreement extends and covers End Users, and End Users submitting orders will not need to accept any additional terms or agreements to use the Service or receive Deliverables.

  • Acknowledging that the Vendor Marketplace will be the exclusive means for End Users to submit orders for the Service and agreeing not to market directly to TokenLinx's current End Users.

  • Providing Service access, including order submission via the Vendor Marketplace, 24x7x365.

  • Providing accurate, complete, and current information regarding the Service and Deliverables, which is not misleading, and promptly updating such information.

  • Complying with API Terms provided or made available by TokenLinx, including ensuring that all employees, agents, subcontractors, consultants, and other representatives comply with such terms.

  • Not displaying, distributing, copying, or using any TokenLinx Marks without TokenLinx's prior written consent. Any permitted use of TokenLinx Marks shall be in accordance with guidelines or restrictions provided or made available by TokenLinx.

 

2. COMPENSATION

 

A. Pricing. Pricing is a critical component of the Vendor Marketplace, and Vendor bears the responsibility of maintaining the pricing set forth in the Profile for any Service orders submitted to the Marketplace.  Vendor agrees to the following:

 

  • The pricing in the Profile is valid throughout the term of this Agreement, unless Vendor updates it via the Portal.

  • Vendor is not permitted to offer more favorable pricing or other material terms regarding any Deliverable, directly or indirectly via any means whatsoever, than what is offered to End Users via the Vendor Marketplace.

  • TokenLinx has no obligation to pay or reimburse Vendor, except as expressly stated in the Agreement.

  • Vendor is solely responsible and liable for any sales, use, or other taxes related to any Deliverable orders submitted to the Service via the Vendor Marketplace.

 

B. Pass-through Payments. TokenLinx shall make commercially reasonable efforts to collect payment from End Users for applicable Deliverables ordered via the Vendor Marketplace and to pass through such undisputed payments to Vendor within 60 days following the end of the calendar month in which such order was submitted. By entering into this Agreement, Vendor hereby appoints TokenLinx as its agent solely for the limited purpose of receiving payments from End Users for the Service or Deliverables.

 

The following obligations apply with respect to pass through payments:

 

  • As between Vendor and an End User, receipt of funds by TokenLinx from the End User shall be deemed the receipt of funds by Vendor.

  • TokenLinx is not responsible for any disputes between Vendor and an End User regarding payment for Deliverables.

  • Vendor is solely responsible for ensuring that any payment terms and conditions related to the Deliverables are clearly stated in the Profile, and that such terms and conditions comply with applicable laws and regulations.

  • Vendor is responsible for promptly resolving any payment disputes or discrepancies that may arise with End Users, and for notifying TokenLinx of any such disputes or discrepancies.

 

C. Transaction Fee. Vendor will pay TokenLinx a fixed transaction fee as specified in the Portal, which amount TokenLinx may change in its discretion with notice to Vendor, for each and every Deliverable order submitted to the Service via the Vendor Marketplace by an End User or by TokenLinx on behalf of an End User (“Transaction Fee”). The Transaction Fee will be automatically and immediately incurred upon the submission of an order to the Service via the Vendor Marketplace. Transaction Fees will be calculated on a monthly basis and deducted from the subsequent monthly pass-through payment from TokenLinx to Vendor. Vendor will maintain, and make reasonably available to TokenLinx, logs, books, records, and other documentation (including underlying calculations) sufficient to validate all Transaction Fees owed and paid.

 

3. TERM AND TERMINATION

 

A. Term.  The initial term of this Agreement is twelve (12) months, beginning on the Effective Date.  This Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the end of current term.

 

B. Termination for Breach.  If either Party breaches this Agreement and does not cure such breach within ten (10) business days (or such other mutually agreed period of time) after receipt of written notice specifying the breach, the non-breaching Party may terminate this Agreement upon written notice.  Any breach of this contract by either party shall entitle the non-breaching party to pursue all available legal remedies, including but not limited to seeking injunctive relief, monetary damages, or specific performance in accordance with Section 15 (GOVERNING LAW; DISPUTE RESOLUTION) of the Terms of Use. The non-breaching party shall not be required to exhaust any remedies available under law or equity before seeking any relief under this contract.

C. Termination for Insolvency.  This Agreement shall terminate immediately, without notice, (a) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings (which, if involuntary, are not dismissed within 60 days); (b) upon either Party's making an assignment for the benefit of creditors; or (c) upon either Party's liquidation, dissolution or ceasing to do business.

 

D. Termination for Convenience.  TokenLinx may terminate or suspend this Agreement, in part or in whole (or any rights or obligations hereunder), at any time and for any or no reason.

TokenLinx will use commercially reasonable efforts to promptly notify Vendor of any such termination.

 

E. Effect of Termination.  Upon any termination of this Agreement, (a) each Party shall promptly return the other Party’s confidential information and materials that are in such Party’s possession; (b) each Party shall reasonably cooperate and assist the other Party with efforts to transition away from the Integration, including with respect to End Users and Deliverables; and (c) each Party shall pay to the other Party any outstanding amounts owed hereunder as of the effective date of such termination.

Any rights or obligations of either Party that have accrued prior to termination as set forth herein, and the provisions of this Agreement useful for interpretation thereof, shall survive any termination of this Agreement.

 

ARTICLE 4 WARRANTIES; DISCLAIMER; LIMITATIONS OF LIABILITY

A. Warranties.  Vendor represents, warrants, and covenants that the Services provided to TokenLinx and End Users will be delivered in a professional and workmanlike manner, in accordance with this Agreement, any published specifications, and all applicable industry standards, service levels, laws, and regulations.  Each Party represents, warrants, and covenants that it has the requisite power and authority to execute, deliver, and perform its obligations hereunder and that it does not need the consent or approval of any third party to enter into this Agreement nor will this Agreement result in a default or violation under any agreement to which it is a party.  Each Party further represents, warrants, and covenants that it is not a party to any agreement with a third party, the performance of which is reasonably likely to conflict with its ability to fully perform its respective obligations hereunder.

 

B. Disclaimer.  Except as expressly set forth in this Agreement, TokenLinx disclaims all warranties, whether implied, expressed, statutory or otherwise, regarding or relating to the TokenLinx Platform, the Vendor Marketplace, the API, any related documentation or any information or data ordered, processed, provided, or made available in connection with this Agreement, including without limitation any implied warranties of merchantability, non-infringement, quality, accuracy, fitness for a particular purpose, or that any product, service, software, or platform will be uninterrupted or error-free.

 

C. Limitations of Liability.  Except for any indemnification obligations or any breach of confidentiality obligations under this Agreement, neither Party shall be liable for any loss of profit, revenue or goodwill, any business interruption, or any indirect, consequential, incidental, special, exemplary or punitive damages, regardless of whether advised of the possibility of such damages and regardless of whether any limited remedy fails of its essential purpose.

• Except for any indemnification obligations under this Agreement, neither Party shall be liable in the aggregate in excess of the greater of (a) $2,000 or (b) the total amounts paid by TokenLinx to Vendor under this Agreement during the twelve-month period immediately preceding the events first giving rise to the claim.

 

ARTICLE 5 INDEMNIFICATION

A. Indemnification by Vendor. Vendor shall defend, indemnify, and hold TokenLinx, its officers, directors, employees, agents and contractors harmless from and against any and all third party claims and proceedings, and all associated liability, loss and expense (including reasonable attorneys' fees), to the extent arising out of (a) the performance of the Services; (b) any actual or alleged infringement or violation of any third party intellectual property or other rights by the Services or the Vendor Marketplace (or by any other software or other materials provided or made available to TokenLinx by or on behalf of Vendor); or (c) a breach by Vendor of any material provision of this Agreement.

 

B. Indemnification by TokenLinx. TokenLinx shall  indemnify, and hold Vendor, its officers, directors, employees, agents and contractors harmless from and against any and all third party claims and proceedings, and all associated liability, loss and expense (including reasonable attorneys' fees), to the extent arising out of (a) any actual or alleged infringement or violation of any third party intellectual property rights by the TokenLinx Platform or the API, except to the extent arising from any modification thereto (unless TokenLinx made or expressly authorized such modification), any unauthorized use thereof or any combination thereof with any other product, service, software or other item or materials; or (b) a breach by TokenLinx of any material provision of this Agreement.

 

C. Indemnification Procedure. In connection with any claim subject to the indemnification obligations of this Article, each Party shall reasonably cooperate, and the indemnifying Party shall not settle such claim without the indemnified Party’s prior written consent if such settlement would impose any liabilities or obligations on any indemnified individual or entity.

 

ARTICLE 6 INTELLECTUAL PROPERTY

 

A. Ownership by Vendor. As between Vendor and TokenLinx, Vendor shall own all rights, title and interest in and to the Service, including any modifications or derivatives thereof and any intellectual property rights in or appurtenant to any of the foregoing.

 

B. Ownership by TokenLinx. As between TokenLinx and Vendor, TokenLinx shall own all right, title and interest in and to the TokenLinx Platform and the API, including any modifications or derivatives thereof and any intellectual property rights in or appurtenant to any of the foregoing.

 

C. TokenLinx Client Data. Vendor agrees that End Users grant TokenLinx certain rights to access and use any information or data (a) obtained, accessed, hosted or otherwise collected by TokenLinx from End Users; and/or (b) associated with or processed via or in connection with the Vendor Marketplace (collectively, “TokenLinx Client Data”). This Agreement does not in any way limit TokenLinx’s rights in, to or to use, distribute or otherwise utilize (and Vendor shall not in any way limit or restrict TokenLinx’s access to or use or distribution of) any TokenLinx Client Data. Notwithstanding anything to the contrary in this Agreement, TokenLinx shall not have any confidentiality obligations under this Agreement with respect to TokenLinx Client Data.

 

D. Freedom of Operation. Each Party may, at any time during or after the term of this Agreement, conduct any business or develop, sell or otherwise commercialize any products or services, even if such business, products or services are competitive with any business, products or services of the other Party, provided that such action does not violate the terms set forth in this Agreement.

 

E. Reservation of Rights. Each Party reserves all rights not expressly granted to the other Party under this Agreement, including without limitation any and all rights in and to any and all intellectual property owned or developed by such Party prior to or independently of this Agreement, and any and all modifications or improvements thereto made during the term of this Agreement.

 

ARTICLE 7 MISCELLANEOUS

 

A. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its rules governing conflicts of law. Vendor consents and submits to the exclusive jurisdiction and venue over any action, suit, or other legal proceeding that may arise out of or in connection with this Agreement in the courts located in Harris County, TX, provided that either Party may seek preliminary injunctive relief in any court of competent jurisdiction for any breach or threatened breach of this Agreement relating to intellectual property rights or confidentiality obligations.

 

B. Confidentiality. Neither Party shall disclose, transfer or otherwise make available to any third party (other than to such Party's legal advisors and accountants who shall be bound by obligations no less restrictive than the terms of this Section) the terms of this Agreement (including, without limitation, pricing), or any other information disclosed or made available hereunder that is marked confidential by the disclosing Party or would otherwise be reasonably considered confidential (collectively “Confidential Information”). Each Party shall give access to Confidential Information solely to those employees and agents and affiliates with a need to have access thereto. Each Party shall take the same security precautions to protect against disclosure or unauthorized use of the Confidential Information that it takes with its own confidential information of a similar kind, which in no event shall be less than a reasonable standard of care. Neither Party shall be in breach of this provision if Confidential Information is: (a) disclosed with the other Party's prior written approval; (b) known to the general public through no breach of this Agreement (or any other agreement) by the receiving Party; (c) developed independently by the receiving Party without use of or reference to the Confidential Information; (d) received from a third party, which has the right to make such disclosure, without confidentiality restrictions; or (e) disclosed pursuant to any judicial or governmental request, requirement or order, provided that reasonable steps are taken to give the other Party sufficient prior notice in order to contest such request, requirement or order. Notwithstanding anything to the contrary in this Agreement, TokenLinx may disclose to End Users any information regarding this Agreement, or any reseller, vendor marketplace, or distribution activities related to TokenLinx, which disclosure TokenLinx reasonably deems necessary or appropriate. Vendor shall disclose to End Users, as reasonably directed by TokenLinx, information regarding this Agreement or any reseller, vendor marketplace, or distribution activities related to TokenLinx.

 

C. Notices. All notices to either Party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by Vendor or TokenLinx or to such other address as either Party shall give notice to the other Party. Notices shall be effective when delivered in accordance with the foregoing.

 

D. Independent Contractors. The relationship of TokenLinx and Vendor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (a) establish an employer-employee relationship between TokenLinx and Vendor; (b) give either Party the power to direct and control the day-to-day activities of the other; or (c) constitute the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking. The Parties acknowledge and agree that neither Party is under any obligation to direct any individual or entity regarding, or otherwise facilitate, the purchase of or subscription to the other Party’s (or any of its affiliates’ or related persons’) products or services, and that any such activity shall be based on such Party’s independent discretion and judgment and not based on the expected receipt of any Reward or any additional or subsequent compensation or business. During the term of this Agreement, TokenLinx may identify itself as a reseller or distributor of the Service (and Deliverables) and use Vendor’s name, trademarks, and other proprietary indicia as reasonably necessary or appropriate, subject to standard trademark usage guidelines provided by Vendor to TokenLinx, in connection with this Agreement (including in relation to the Service, Deliverables, TokenLinx Platform, and Vendor Marketplace).

 

E. Force Majeure. Each Party shall not be in breach of this Agreement to the extent resulting from any cause beyond its reasonable control and not resulting from its negligence.

 

F. No Waiver. No term or provision hereof will be considered to have been waived by either Party, and no breach consented to by either Party, unless such waiver or consent is in writing and is signed by the Party against whom the waiver or consent is asserted. No consent to or waiver of a breach by either Party will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach by such Party.

 

G. Entire Agreement. This Agreement, including the API Terms which are incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, letters, proposals, agreements, and understandings between the Parties with respect to the subject matter hereof and thereof, whether written or oral. Nothing in this Agreement is intended to confer benefits, rights, or remedies unto any person other than the Parties and their permitted successors and assigns, and no third party shall have the right to enforce the provisions of this Agreement.

 

H. Amendment. From time to time, in TokenLinx’s sole discretion, TokenLinx may amend the terms and conditions of this Agreement. Such changes will become effective once made by TokenLinx but will not apply retroactively. If a change is material, in TokenLinx’s reasonable discretion, TokenLinx will notify Vendor. By continuing to use or access the Vendor Marketplace, Vendor agrees to be bound by the amended terms of this Agreement. No other change of any of the provisions hereof shall be effective unless and until set forth in writing duly signed by an officer of TokenLinx and by Vendor.

 

I. Assignment. Neither Party may assign or subcontract this Agreement, or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party, and any purported assignment or transfer in violation of the foregoing is void. Notwithstanding the foregoing, TokenLinx may assign its rights hereunder (a) to any of its affiliates; (b) in connection with a sale of all or substantially all of its assets or stock; or (c) in connection with a merger or other corporate reorganization. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective Parties.

 

J. Severability. If any term of provision of this Agreement, or the application thereof shall be found invalid, void or unenforceable by any government or governmental organization having jurisdiction over the subject matter, the remaining provisions, and any application thereof, shall nevertheless continue in full force and effect.

 

K. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.

TokenLinx Vendor Marketplace Agreement – Revised May 18, 2023

DOCUMENT HOSTING AND PROTECTION

Terms of Use     Data Use     Privacy Policy     Vendor Marketplace     Document Hosting and Protection

Documents on TokenLinx are securely hosted on the Google Cloud Platform (GCP), a leader in cloud infrastructure with a commitment to the highest standards of data security and privacy. By leveraging GCP, we ensure that our clients benefit from advanced security measures, which are constantly updated to respond to evolving threats.

 

GCP complies with a wide range of international and industry-specific regulations, including ISO 27001, SOC 2/3, and GDPR, ensuring that our data handling meets rigorous security and privacy benchmarks. This compliance extends to our services, providing our clients with the assurance that their sensitive documents are managed in an environment that meets stringent regulatory requirements.

TokenLinx inherits GCP’s robust security measures, including state-of-the-art encryption, secure data centers, and strict access controls. These measures are designed to safeguard data against unauthorized access and cyber threats, ensuring that your documents remain confidential and intact while in our care.

The TokenLinx commitment to security and compliance is ongoing. TokenLinx continuously aligns our practices with GCP’s latest advancements in security technology and compliance protocols. The safety and confidentiality of your documents is our top priority, and we are dedicated to maintaining the highest standards of data protection for our clients.

Most Current GCP Certificates


Document and Hosting Protection – Revised December 12, 2023

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