These "General Terms of Use" (the “Terms”) set out the contractual relationship between you (also referred to here in as "User", "you" and "your") and TOKI Foundation, a foundation established and existing under the laws of Cayman ("TOKI”, "we", "us" and "our") for using the protocols provided by TOKI described below (the “Protocols”). By using the Protocols, you agree to the Terms. If you do not agree to the Terms, you cannot use the Protocols.
TOKI reserves the right to disable access to the Protocols at any time in the event of any breach of the Terms, including without limitation, if TOKI, in our sole discretion, believes that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, TOKI reserves the right to limit or restrict access to the Protocols by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. TOKI will not be liable to you for any losses or damages you may incur or suffer as a result of or in connection with the Protocols being inaccessible or unavailable to you at any time or for any reason.
In order to utilize the Protocols, you are required to link/connect its digital wallet via a digital wallet service (such as MetaMask) which allows you to engage in transactions relating to digital assets. You are responsible for maintaining the confidentiality of its wallet address and for all activities that occur under its wallet. You are solely responsible for adhering to all laws and regulations applicable to you and its use or access to the Protocols thereon. TOKI reserves the right to limit the availability of the Protocols to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.
(1) Usage of TOKI Protocols and Fee Policy
Using TOKI's protocols, you can swap or transfer tokens supported by TOKI's protocols. How to use TOKI’s protocols and the fee charged for TOKI’s protocols (the “Fee”) will be described in TOKI’s user documents. TOKI reserves the right to change, modify, or increase the Fee at anytime. Any change to the Fee will take effect immediately upon our notification of such change. Your usage of TOKI’s protocols is considered to be your acceptance of the Fee at the time of your usage.
(2) Unified Liquidity Pool and Rewards
TOKI’s protocols equip its unified liquidity pool. If you select the pool and deposit tokens supported by TOKI's protocols to the pool, you can receive rewards. The details will be described in TOKI’s user documents.
(3) Not an Offering of Custodial business and Non-Solicitation
You understand and affirm that TOKI does not provide custodial service of tokens. The Protocols do not constitute any banking business, trust business, custodial business, escrow business, any offer to buy or sell, or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities, or any other financial instruments in any jurisdiction. The Protocols also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation.
(4) No Advice
TOKI makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of participating in digital assets on any blockchain, any financial products, securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. TOKI is merely a technology service provider and does not offer fiduciary services, and is not your agent, trustee, advisor or fiduciary.
If you wish to use the Protocols, TOKI shall grant you a limited, non-exclusive, non-transferable, and revocable license to use the Protocols for your personal or internal business purposes on the condition that you comply with these Terms. You may use the Protocols within the scope of these Terms by following the methods prescribed by TOKI.
TOKI may change all or part of the content of the Protocols with prior notice for a reasonable period to you. In the event of any damage or loss incurred by you as a result of this, TOKI shall not be liable for any compensation or warranty.
TOKI may suspend or discontinue the provision and operation of all or part of the Protocols at its discretion. In this case, TOKI shall notify you in advance. Provided, however, that when there is anurgent need to do so, TOKI may do so without prior notice. In such case, TOKI shall promptly notify you thereafter.
TOKI may temporarily suspend all or part of the Protocols without prior notice to you in the following cases. TOKI shall not provide any compensation or warranty against any damage incurred by you as a result of such suspension:
(1) Ownership of Right
All intellectual property rights in the Protocols, including but not limited to copyrights, patents, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights or to apply for registration or other similar rights) related to the information provided by TOKI, as well as ideas and know-how, shall belong to TOKI or its licensors. Except as expressly provided in these Terms, nothing in these Terms shall be construed as granting you any rights in the Protocols.
You may not translate, edit, modify, have third parties to use, or disclose to the public, the information provided by us without our permission. You are also prohibited from infringing upon the intellectualproperty rights of TOKI or the relevant parties who have granted licenses to TOKI by engaging in acts, such as disassembling, decompiling, or reverse engineering.
Trademarks, logos, service marks, etc. displayed in the Protocols are the property of TOKI and may not be transferred or licensed to you or third parties.
If you violate the provisions of this Article, TOKI may seek damages at least for the amount equivalent to the profit obtained by you due to such violation.
(2) User Content
By submitting any content to the Protocols, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content in any media.
You shall not engage in the following actions when using the Protocols:
THE PROTOCOLS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PROTOCOLS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), ORANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM AND AGAINSTANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TOYOUR VIOLATION OF THESE TERMS OR YOUR USE OF THE PROTOCOLS.
TOKI does not collect your personal information. For more information, please see our Privacy Policy.
The Terms and all terms and conditions referenced here in by TOKI shall constitute the entire agreement and understanding between you and TOKI and govern the use of the Protocols by you. Any ambiguity in the interpretation of the Terms shall not be construed against TOKI, and shall not constitute a waiver of any rights or provisions that TOKI may exercise. Even if TOKI does not exercise or enforce its rights or provisions under the Terms, it shall not be deemed to have waived such rights or provisions.
TOKI may change the contents of the Terms in any of the following cases:
When TOKI changes the Terms, it will notify you of the content of the changes and the effective dateof the changes, after providing a sufficient period of time until the changes take effect. If you use the Protocols after the effective date of the changes, you shall be deemed to have agreed to such changes.If it is necessary to make changes that require your consent under the law, TOKI may change the Terms by obtaining your consent.
Even if any provision or part thereof of the Terms is determined to be illegal, invalid or unenforceable under any laws or by a Court, such provision shall be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
The governing law for the Terms and related matters shall be Japanese law, and any and all disputes arising out of or in connection with the Terms shall be exclusively submitted to the jurisdiction of theTokyo Summary Court or the Tokyo District Court, depending on the amount of the claim, as the agreed exclusive court of the first instance.
If you have any questions or concerns about these Terms, please contact us at [contact@toki.finance] or directly through our Discord channel.
(Established and made effective on July 23, 2024)
