TERMS OF SERVICE
Welcome to Toki. To make these Terms of Service (the "Terms") easier to read, we will sometimes refer to Toki as "Toki", "our", "we", or "us"; we will refer to you as "you" or a derivative of you; and we will refer to a user who creates an account on Toki as a "User(s)". In some instances when describing interactions between Users we will differentiate between "buyer" Users (each, a "Buyer") and "seller" Users (each, a "Seller").
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TOKI THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT.
About the platform
Toki is a platform accessible presently via website and may hereafter be accessible via mobile application (cumulatively, the "Platform") that connects Buyers and Sellers of certain products (an "Item"), that can result in a purchase of an Item (a "Transaction"). The Platform may in the future also facilitate interactions between Buyers and Sellers to allow individuals to make offers on, purchase, trade, and sell non-fungible tokens (the "NFTs"). For the avoidance of doubt, reference to "Items" throughout these Terms does not include NFTs.
We provide more in-depth information on registering to use the Platform and Transactions in the sections below. In offering the Platform, Toki acts as an intermediary provider to allow users to communicate and connect with each other in connection with the sale and purchase of Items. We use third party companies to process payments (the "Payment Processor") by Buyers and to payout funds to Sellers and Buyers and Sellers will be subject to and must comply with the Payment Processor's terms and conditions. To the extent we accept, hold or transmit funds in connection with a listing, we do so through the Payment Processor. Toki is not involved in the creation of any Item nor does it directly sell or buy any Items, take title or possession of any Items (with the exception of temporary possession as requested or required to fulfill verification), or take responsibility for any Items in transit (including any shipment or handling of Items), or ensure the performance of any Items. Buyers are solely responsible for the purchase of and payment for Items that may be available on or through the Platform and resolving any issues related to the Items. Sellers are solely responsible for all listings of the Items and Toki is not responsible for any descriptions, photographs, assurances of quality or performance of any Items, or otherwise. Except where prohibited by applicable law, Toki disclaims any responsibility, duties, and liability arising from, related to, or connected with the Items. Toki reserves the right to terminate or suspend orders, cancel purchases, or to remove Items listings, for any reason and in its sole discretion and except where prohibited by applicable law, Toki will not be liable to Buyers, Sellers or any third party for doing so.
If you are using the Shows feature and associated functionalities and services that Toki makes available to you (the “Shows”), then the Show will be deemed a part of the Platform. Any reference to the Platform in these Terms also includes the Shows.
TOKI IS A PLATFORM. TOKI FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER ON THE PLATFORM BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF ITEMS OR BETWEEN ANY USERS.
YOU SHOULD PROTECT YOURSELF AT ALL TIMES, USE YOUR BEST JUDGMENT WHEN INTERACTING WITH OTHER USERS
Eligibility to Use the Platform
You must be at least 18 years old in order to create an Account or use the Platform. If you are under the age of 18, you must get permission from a parent or legal guardian to open an account. If you are the parent or legal guardian of a minor who is creating an account, you must accept the terms of this agreement on the minor's behalf and you will be responsible for all use of the account or company services using such account, whether such account is currently open or created later.
By using the Platform, you represent and warrant that you are at least 18 years of age or have obtained permission from your parent(s) or legal guardian(s) and meet all of the eligibility requirements of these Terms. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and provisions of these Terms, you must stop using the Platform immediately.
The Platform was created by avid fans who were seeking a marketplace for the Items you can find on the Platform. For this reason, Toki does not prohibit any of Toki’s directors, officers, members, managers, employees, affiliates, successors and assigns (each, a "Toki Representative”) from using the Platform. All Toki Representatives who are acting as Users must abide by these Terms.
Account Information and Right to Use the Platform
Account Creation and Profiles
The Platform allows a User to create a Toki account ("Account"). A User may create an Account by entering among other information, their first name and last name and selecting a username and password, which, for the purposes of these Terms, will be considered "User Information". Once an Account is created, if the User wishes to sell Items, the User will need to apply as a Seller and create a Seller profile ("Profile") by providing requested information, at which point the User may be allowed, at Toki’s discretion, to sell Items on the Platform.
All Sellers must provide the following information in their Profile: (1) first and last name, (2) email address, (3) physical address, (4) phone number, and (5) a social media account. All Users may provide additional information as requested in your Profile and Account (the foregoing will also be considered "User Information").
By agreeing to these Terms of Service, I agree that I will not attempt to ship any items listed in Toki Prohibited & Restricted Items Policy, or prohibited by Toki, Toki 3rd party or 3rd Party Logistics (“3PL”) partners.
Account and User Information Protection
It is your responsibility to protect your personal data and maintain the confidentiality of your User Information. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or User Information, or any unauthorized breach of your Account or User Information.
You also acknowledge that your Account and User Information is personal to you and agree not to allow any other person to access the Platform or any portion of it using your User Information. In the event you share your Account or User Information with others, you do so at your own risk and still are liable for all use of your Account and User Information, even if such use was not authorized.
We have the right to disable any Account at any time in our sole discretion, for any reason, including if, in our opinion, you have violated any provision of these Terms.
Unauthorized Use of Your Account
Toki will not be liable for any direct or indirect loss that you may incur as a result of someone else using your Account or User Information, either with or without your knowledge.
No Guarantee of Access
We reserve the right to withdraw or amend the Platform, and any feature or material we provide as part of the Platform, in our sole discretion without notice. In addition, the Platform may automatically be upgraded and updated without notice to you. We will not be liable if for any reason if all or any part of the Platform is unavailable at any time or for any period.
Use and Access Restrictions
We reserve the right to refuse the use of, or access to, the Platform to anyone, for any reason, at any time. From time to time, we may restrict access to the App, or any portion thereof, to Users, including registered Users. We may, in our sole discretion, terminate your right to use the Platform with or without cause at any time, and may prevent your future use of the Platform. In addition, in accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary, if applicable, to utilize the Platform. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Platform. You may terminate this Agreement by simply discontinuing use of the Platform, subject to the terms and conditions of the Toki Seller Agreement, if you are a Seller.
Your Responsibilities Before and After Termination
Toki has no obligation to retain or provide you with copies of your Account Information (as defined below), User Information, or otherwise. "Account Information" is an encompassing term that is meant to include your User Information as well as Transaction history, Items listed for Transactions, conversations with other Users, if and when such functionality becomes available on the Platform, Payment Account information and similar information concerning the Platform and your Platform usage. This list is meant to be illustrative and not exhaustive. Toki shall not be liable to you for any deletion, loss, corruption or withholding of your Account Information or User Information. You are solely responsible to copy and maintain all Account Information and User Information contained in your Account and Profile.
In the event that you terminate your Account, or we terminate your right to use the Platform, Toki may restrict your access to any Account Information, User Information or material that you may have used or stored in the Platform.
You agree that you will not (and will not encourage or enable another User or third party to):
Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use the Platform for any unlawful purpose or for the promotion of illegal activities;
Use the Platform to, or to attempt to, harass, abuse, or harm another person or group;
Provide others with access to or use of your Account, or use the Account or any other User's Account without permission;
Provide false or inaccurate information in the Platform or in your Account;
Use the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Make any automated use of the Platform, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on the Platform;
Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent;
Copy, adapt, modify, create derivative works of, distribute, sell, or lease any part of the Platform or materials we provide as part of the Platform;
Use any software, technology, or device to scrape, spider, or crawl the Platform or harvest or manipulate data;
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Bypass any measures we take to restrict access to the Platform;
Use the Platform to solicit sales outside of the App or to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use the Platform for the distribution or sale of counterfeit, unauthorized, stolen, B-grade, or similar non-authentic Items;
Distribute or sell counterfeit, unauthorized, stolen, B-grade, or similar non-authentic Items ;
Use the Platform to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an initial coin offering (ICO) or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts;
Fabricate in any way any Transaction or process related thereto;
Place misleading bids or offers;
Disguise or interfere in any way with the IP address of the computer you are using to access or use the Platform or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Platform;
Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
Violate any applicable law or regulation;
Encourage or enable any other individual to do any of the foregoing; or
Otherwise interfere or attempt to interfere with the proper functioning of the Platform.
Toki is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content (as defined below), at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on the Platform is prohibited. If you have reason to believe that an asset listed on the Platform was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being cancelled, your assets being hidden, or your Account being suspended from the Platform.
Unauthorized use may result in criminal and/or civil prosecution. If you become aware of misuse of our Platform, please contact us at email@example.com
Your Rights to Use the Platform
Buyers are permitted to use the Platform for your own personal, household, family or business purposes, in accordance with the terms herein.
Sellers represent and warrant to us that you will use the Platform for business purposes only, in accordance with the terms herein and of the Seller Contract.
Subject to these Terms, we hereby grant you a limited, revocable, personal, non-sublicensable, non-transferable, and non-exclusive license to access and use the Platform. You will use the Platform full in compliance with all applicable laws and regulations.
If you breach any of these Terms, and those in the Seller Agreement, if you are a Seller, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform, or any content on the Platform is transferred to you.
We reserve all rights that are not expressly granted to you under these Terms.
Interactions with other Users
Toki has built the Platform in order to provide Users with the ability to connect with other Users to coordinate Transactions. The degree to which Users may interact and know each other's identity or identifying information and the degree to which Toki helps facilitate User interactions may vary from time to time.
Toki does not conduct criminal background or identity verification checks on the Users or otherwise inquire into the background of its Users. TOKI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF USERS. TOKI RESERVES THE RIGHT TO CONDUCT—AND YOU AUTHORIZE TOKI TO CONDUCT—ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS, AND YOU AGREE THAT ANY INFORMATION YOU PROVIDE MAY BE USED FOR THAT PURPOSE.
Toki strives to encourage a respectful User experience on the Platform. We encourage you to take steps to help you stay safe when meeting or interacting with other Users, whether on the Platform or in person, such as not sharing your financial information or sending money directly to other Users, protecting your personal information when communicating with other Users, and reporting all suspicious and offensive behavior or any concerns by emailing Toki at firstname.lastname@example.org
Toki is not responsible for the conduct of any User on or off the Platform.
User Legal Compliance
We require that Users comply with all applicable laws regarding Transactions, which may include licensing, business registration and other similar requirements and obligations. It is solely the responsibility of each User, and not of Toki, to determine which laws are applicable to them and ensure that they are in compliance with such laws and that they have all necessary rights and licenses to buy and sell the Items.
You expressly represent that you shall comply with all applicable laws and regulations relating to your use, listing, auctioning, purchase, and distribution, promotion, advertising, and sale of any Items through the Platform(hereinafter, the "Regulations"). You shall at all times defend, indemnify and hold Toki, its parent, subsidiaries, affiliates, and its and their respective shareholders, members, partners, officers, directors, employees, agents, joint venturers, and successors and assigns, harmless from, and against, all causes of action, suits, claims, demands, judgments, liabilities, direct or indirect losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable legal fees) of any nature or kind, arising under or resulting from: (i) your use, purchase, listing, or distribution of any Items in violation of any Regulations; (ii) your use of the Platform in connection with the purchase of Items subject to any Regulations; and (iii) your alleged or actual violation or breach of any Regulations.
Pricing Billing and Fees
It is free to create an Account and use the Platform. However, Sellers are required to pay fees related to Transactions. Due to the presence of these potential fees, Users may be required, upon registering their Account, to enter a desired payment method as prompted ("Payment Method").
You authorize Toki and/or its Payment Processor to bill you in a manner consistent with its fee structure as found in the Fee Schedule. Fees and charges that are due as a result of a Transaction are automatically billed to your Payment Method upon a Transaction.
Current Payment Information
You must provide Toki with current payment information upon registration, change of payment information, and at Toki’s request. You are solely responsible for maintaining and updating your payment information. Toki is not liable for any non-sufficient funds or other charges incurred by you as a result of such attempts to charge, and/or place holds on, your Payment Method.
The following shall apply if you sign up for an Account:
- You authorize Toki and/or any other company that bills for products or services, or acts as billing agent for Toki ("Payment Processor") to charge and/or place a hold on your Payment Method for any charges or fees related to your use of the Platform.
- You authorize Toki and/or Payment Processor to charge and/or place a hold on your Payment Method for any charges related to your use of the Platform
If the Payment Method on file is declined or otherwise rejected for any fee, Toki can terminate your Account without a refund. If a User wishes to reactivate their Account after deactivation from failure to pay a fee, User will be required to satisfy any debts owed to another User or to Toki before a new Account can be created.
Item Transactions Generally
Sellers may list an Item for sale in the Platform. By listing an Item in the Platform, Sellers create a binding offer to sell that particular Item at a specified price ("Listing Price"). When a Listing Price aligns with a Buyer's specified buying price (an "Offer"), the App processes an automatic purchase Transaction. Buyer's Payment Method is immediately charged the total amount of the Transaction, which includes the purchase price plus all applicable fees.
Upon the occurrence of a Transaction, Seller will prepare and ship the Order to Toki’s designated location (including any applicable drop-off pouch offered by Toki or Toki’s appointed 3PL) or for Toki’s pick-up from mutually agreed pick up points (if offered to Seller), according to the lead times specified in the Policies.
Seller shall fulfil the order through, and cooperate fully with, the logistics service provider assigned by Toki to carry out the delivery services. Toki (or Toki’s 3PL) may reject or re-package any Item for the provision of Delivery and return such Item. Any expense for re-packaging, to conform to Toki’s packing guideline, shall be for Seller’s account.
Seller authorizes Toki to hold the Sales Proceeds, subject to Toki Escrow terms and conditions; calculate and process customer payments, refunds, and adjustments; remit to Seller the Net Proceeds; and pay to Toki, to Toki Affiliates, and to third parties (including Buyers) any amounts Seller owes to them in relation to Seller’s use or transactions on the platform.
Seller Responsibilities for Item Transactions:
A Transaction occurs when a Listing Price and an Offer align. Upon a Transaction, Sellers are responsible for preparing the item according to Toki’s packaging guidelines and shipping the Item in accordance with Toki’s pick up and shipping process, which is subject to change. Should, for any reason, the cost to ship an Item exceed the pre-paid label price, Seller shall be responsible for any additional payment necessary to ship the Item. Failure to abide by packaging and shipping policies may, at the sole discretion of Toki, result in penalties.
Sellers are responsible for the accuracy of an Item's description. Sellers are required to ensure that the Item matches exactly the image that is displayed on the Platform, and that the described condition of the Item is a true and accurate description of the condition of the Item. Any inaccuracy, whether it be the description, condition or authenticity of an Item, may, at the sole discretion of Toki, result in penalties. The verification and/or evaluation process is at the sole discretion of Toki and its decision is final.
Buyer Responsibilities for Item Transactions:
When a Buyer places an Offer, the Buyer is responsible for the completion of payment of the Transaction amount, including all additional fees. Upon a Transaction, a Buyer authorizes Toki to charge Buyer's Payment Method. Buyer is responsible for updating Payment Method information as necessary to ensure sufficient funds and accurate information that will allow the satisfaction of payment obligations arising from a Transaction.
Toki Responsibilities for Item Transactions:
Toki (through Toki Affiliate or third party(ies) assigned by Toki will provide delivery services to the Seller, in accordance with the logistics flow provided in the Seller Agreement and Seller training materials.
Unless rejected pursuant to the preceding paragraphs, Toki will deliver the Item to the delivery address and designated recipient, in accordance with the Policies. Toki may use any method or route to perform delivery, including to sub-contract all or part to any sub-contractor which Toki deems appropriate. Toki may restrict the destinations to which Items are shipped.
Toki has no, as it is Seller’s, obligation to provide logistics services to collect or deliver Items to or from incomplete or cannot be located addresses, or any non-delivery locations set out in the Policies.
Payment Terms for Buyers
If you are a Buyer of a purchased Item, then upon your purchase of an Item and in addition to the payment for the purchased Item, you authorize Toki and/or its Payment Processor to charge your Payment Method for the anticipated amount required to ship the purchase Item to Buyer (the “Shipping Fee”).
Payment Terms for Sellers
The terms and conditions governing Toki’s collection of sales proceeds on behalf of Seller, the application of Toki Escrow, and the release of net proceeds to Seller are set forth in the Seller Agreement.
Auction Terms & Conditions
Certain Sellers may be permitted to upload, post or transmit (such as via a stream) or otherwise make available content through the Platform including, without limitation, any text, photographs, user videos, sound recordings and the musical works embodied therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise ("User Content") in connection with a live auction conducted by Seller for bidding and purchase of Items ("Auction"). The defined term "Transaction" as used these Terms will include Auctions, as applicable.
You must not post any User Content on or through the Platform or transmit to us any User Content that you consider to be confidential. When you submit User Content through the Platform, you agree and represent that you own that User Content, or you have received all necessary permissions, consents, waivers and clearances, or are otherwise authorized to submit it to the Platform and grant the licenses to such User Content as described in these Terms.
You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us a non-exclusive, royalty-free, fully transferable, perpetual, irrevocable, worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other Users and third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.
By posting User Content to or through the Platform, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral or author's rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral and author's rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any such User Content.
You further grant us a royalty-free license and permission to use your name, image, voice, and likeness to identify you as the source of any of your User Content or otherwise in connection with our use of your User Content. Toki has the right to use, on the Platform and in advertising and promotional materials, images (including photographic images) of Items being sold or that have been sold through the Platform, including through Auctions.
Toki reserves the right to cut, crop, edit or refuse to publish, your User Content at our sole discretion. In addition, we have the right -- but not the obligation -- in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
When you stream on the Platform as a Seller, Toki may record and store a copy of your stream. By creating a stream, you hereby consent to your voice and likeness being recorded and stored by Toki for transaction verification and fraud prevention purposes.
Auction Eligibility and Fees
Eligibility to host an Auction will be determined in Toki's sole discretion. If you participate in or host an Auction, you agree to be bound by and pay all related fees. Each Seller that hosts an Auction may charge shipping, handling, and other fees. In offering the Platform, Toki acts as an intermediary platform provider to allow users to communicate and connect with each other in connection with Transaction, including Auctions. Toki is not an auction house and we are not conducting live auctions.
Bidding, Buying and Conditions of Sale
The rules for how bids are accepted, bid increments, bid retraction and cancellation, the conditions the Buyer must meet to purchase an item, as well as the specific conditions of sale (such as warranties, shipping costs, insurance, and the like) may change for each Auction at the sole discretion of the Seller. Seller acts as an auctioneer and makes the sole, final determination concerning bidding on the Item, the sale of the Item, and the resolution of any disputes; provided that Toki reserves the right to cancel an Auction if it determines in its reasonable discretion that a bid was made in error.
Products valid for returns, refunds, or exchanges are only for those received with any damage, defect, or discrepancy. Discrepancies refer to missing item/s, receiving an incorrect package or product, or extra items.
In the unlikely event that you have received a defective product, extra product, or wrong item or package, please do not dispose of them or give them away. Product returns and retrievals will be requested by our Customer Service Team.
Concerns must be reported within 24 hours after delivery. Outside this timeline, the product/s could have already been exposed to factors beyond our control which could have contributed to the damage, defect, or discrepancy reported.
Any concerns received after the 24-hour period will not be accommodated.
If you experience a problem with your purchase or Item, and you cannot find the proper answer on our FAQ page, please contact us at email@example.com
You are solely responsible for all costs incurred by you in using the Platform and determining, collecting, reporting and paying all applicable Taxes.
As used herein, "Tax(es)" means the taxes, duties, levies, tariffs, and other governmental charges that may be required by applicable law to be paid, collected and/or remitted to governmental agencies, and other similar municipal, provincial or national indirect or other withholding and personal or corporate income taxes. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Platform.
You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Platform. We reserve the right to report any activity occurring using the Platform to relevant tax authorities as required under applicable law.
All fees and other amounts payable to Toki are exclusive of any applicable sales taxes, and you are responsible for paying any applicable sales taxes in addition to such fees or other amounts.
Intellectual Property and Account Information
Intellectual Property Ownership
Toki and its licensors are the sole owners of all right, title, and interest in and to the Platform, including all software and technology therein, as well as any and all intellectual property rights arising therefrom or existing therein. Except as otherwise provided herein or as authorized in writing by Toki, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products, materials, or services obtained from the Platform. If you wish to make any use of material provided as part of the Platform other than as set out in these Terms, please address your request to firstname.lastname@example.org.
Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. We reserve all rights that are not expressly granted to you under these Terms.
Cooperation with Law Enforcement
Without limiting any term or provision of these Terms, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Items on or through the Platform.
Liability, Indemnification, and Disputes
Assumption of Risk
In the event that Users interact on the Platform, Toki encourages all Users to take proper precautions. Except where prohibited by applicable law, we hereby disclaim all liability for any claims arising from, in connection with or relating to your communication with another User on, through, or while using the Platform.
BY USING THE PLATFORM AND ENTERING INTO A TRANSACTION YOU ARE ACKNOWLEDGING THAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH USING THE PLATFORM AND ENTERING INTO A TRANSACTION.
The Platform, and any content or information therein, including user content, as well as any item verification, Toki historical sales data, or any other product or service provided by Toki is provided "as is," without warranty or condition of any kind.
Disclaimers of Liability
In no event shall Toki be liable to you for any special, consequential, incidental, indirect, exemplary, loss of profit, loss of revenue, loss of data, or punitive damages, however arising.
Toki shall not be responsible to you or any other party for any liability or damages arising from or in relation to your use of the Platform, whether arising from a transaction, user content or otherwise, Toki historical sales data, or any other product or service provided by Toki.
We further expressly disclaim all liability or responsibility in connection with third party services. Nothing herein nor any use of our app in connection with third party services constitutes our endorsement, recommendation or any other affiliation of or with any third party services.
Toki will not be responsible or liable to you for any direct or indirect loss and takes no responsibility for, and will not be liable to you for, any use of the app, including but not limited to any direct or indirect losses, damages or claims arising from: (i) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses; (ii) server failure or data loss; (iii) blockchain networks, cryptocurrency wallets or corrupt files; (iv) unauthorized access to the app; or (v) any third party activities, including without limitation the use of viruses, phishing, bruteforcing or other means of attack.
Any dispute that arises between you and another user is to be resolved by you and such user. Toki has no responsibility to resolve any user dispute and shall not be liable for any damages arising from any such user dispute. as such, you hereby release Toki from any and all claims, demands, damages and direct or indirect losses of every kind arising from any user dispute.
Indemnification by You
You agree to defend, indemnify and hold harmless Toki and its affiliates (including its and their respective officers, directors, shareholders, employees, contractors and agents) from and against any and all liabilities, costs, expenses, direct or indirect losses, or other amounts (including reasonable legal fees) incurred by Toki that arise from any claim, demand, or cause of action relating to (1) your use of the Platform, including with respect to any transaction in which you are involved, (2) our use of your account information, (3) your disputes with other users, (4) any other user's actions or omissions, as they relate to you, (5) your breach of these terms, (6) your breach of the other policies, (7) your misuse of the Platform, (8) your violation of any law, (9) your user content, or (10) your violation of any other user's or third party's rights.
As stated throughout, Toki shall not be liable, and shall bear no liability, in connection with any transaction. Toki does not buy or sell items and is not a party to the agreement of purchase and sale of items between buyers and sellers. Any transaction in which a Toki representative is acting as a user shall be construed as a user to user transaction and not as a transaction involving Toki. Any damages or liabilities that arise from or in connection with a transaction will be your sole responsibility.
Except where prohibited by applicable law, Toki shall have no liability for delays or failure to meet responsibilities from any condition or event that is beyond its reasonable control, including but not limited to governmental action, acts of terrorism, acts of nature including earthquakes, fire, flood, or other acts of god; or labor conditions. this list is meant to be illustrative and is not exhaustive.
Governing Law and Jurisdiction
The applicable governing law and jurisdiction shall be that which is prevailing in Singapore
Please send all feedback, comments, requests for technical support, and other communications relating to the Platform to email@example.com.
Even if Toki does not require strict compliance with these Terms in each instance, you are still obligated to comply with these Terms. Our failure to enforce, at any time, any of the provisions, conditions, or requirements of these Terms, or the failure to require, at any time, performance by you of any of the provisions of these Terms, will in no way waive your obligation to comply with any of the provisions of these Terms, or our ability to enforce each and every such provision as written.
Any and all waivers by Toki of any provision, condition, or requirement of these Terms will only be effective against Toki if it is in writing and signed by an authorized officer of Toki. No waiver by Toki of any term or condition set out herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Toki to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Links to Third-Party Websites, Applications, Software, or Content
As part of the Platform, we may provide you with convenient links to third-party website(s) as well as content or items belonging to or originating from third-parties, and the Platform may also integrate with, or be accessible through, Other Applications including software and services provided by third-parties (collectively, "Third-Party Content"). These links are provided as a courtesy to Users. Toki has no control over Third-Party Content or the promotions, materials, information, goods or services advertised by or available from Third-Party Content. Such Third-Party Content is not investigated, monitored or checked for accuracy, appropriateness, or completeness by Toki.
We are not responsible for any Third-Party Content posted on, available through or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third-Party Content. Our inclusion of, linking to, or permitting the use or installation of any Third-Party Content does not imply approval or endorsement by Toki. In addition, Toki disclaims liability for any direct or indirect loss, damage and any other consequence resulting directly or indirectly from or relating to your use or access of Third-Party Content or any information that you may provide or any transaction conducted with or through the Third-Party Content or the failure of any information, software or services posted or offered by such service providers or any error, omission or misrepresentation by such service providers or any computer virus arising from or system failure associated with the Third-Party Content. If you decide to leave the Platform and access or use any Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party site or application to which you navigate from the Platform. You may incur charges, such as message and data charges, from your wireless provider for any SMS messages that you send or receive in connection with your use of the Platform. You agree that you are solely responsible for any such charges.
Entire Agreement & Severability
Email and Legal Notice
Communications made through the Toki e-mail and messaging system, if and when available, will not constitute legal notice to Toki in any situation where notice to Toki is required by contract or any law or regulation.
You Consent to Receive Electronic Communications
We May Amend the Platform and these Terms
We may update the Platform (including its content, materials, and features) from time to time. Please be advised that any content contained on the Platform may not necessarily be complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
We may revise and update these Terms from time to time in our sole discretion. All changes become effectively immediately when we post them and upon your continued use of the Platform.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND WILL BE BOUND BY THESE TERMS.