Terms of Use

Acceptance of the Terms and Conditions.

This is an agreement between SoftHorizon Solutions sp.z.o.o (the "Company", “Toyow token”, “us”, “we”, or “our) the owner and operator of the www.toyowtoken.com website (the "Website") and you ("you", "You", “your” or “Your”), a User of the Platform. By using the Platform, you acknowledge and agree to these Terms and Conditions (the “Terms”) and also the Privacy Policy, and is incorporated by reference. By using our services, you agree to these terms and conditions in full. We request you to go through them in detail.

1. Eligibility

You must be eighteen (18) years old or over to create an account (“TOYOW Token Account”) and use the Toyow token website. By using the website or registering for a Toyow Token Account, you represent and warrant that you have the right, authority and capacity to enter into an agreement on these terms and to abide by these terms. You also represent and warrant that your Toyow Token Account is personal and will only be used by you.

2. Change to Terms and Conditions

2.1 Toyow token reserves the right, in its sole discretion, to change these Terms ("Updated Terms") from time to time without prior notice or intimation.

2.2 Notice of Updated Terms

Unless Toyow token makes a change for legal or administrative reasons, Toyow token will attempt to provide reasonable advance notice before the Updated Terms become effective. You agree that Toyow token may notify you of the Updated Terms by posting them on the Site.

2.3 Acceptance of Updated Terms

Your use of the Platform after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. You should review these Terms and any Updated Terms before using the Platform.

2.4 Effective Date of Updated Terms

The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms and will apply to your use of the Platform from that point forward.

3. Definitions and Interpretations

In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:

• AML: adherence to the standards under SoftHorizon Solutions sp.z.o.o and all associated regulations and rules in respect of the deposit, purchase or sale of Customer Funds, Digital Collectables, Assets, Securitized Token Offerings, Real World Asset backed tokens, and Utility Tokens;
• AML Regulations: applicable adherence to the standards under SoftHorizon Solutions sp.z.o.o
• AML Policy: the policies and programs maintained by Toyow token to comply with AML Regulations;
• Business Day: a day that is not a Saturday, Sunday or public holiday in Poland.
• Customer Funds or Customer Deposits: money (fiat) deposited into our third party partner to facilitate creation, purchase or sale of Customer Assets by the user on the Toyow token Platform;
• Customer Assets: Digital Collectables, Assets, Securitized Token Offerings;
• Digital Collectables: all tokens whether Fungible, Semi Fungible or Non-Fungible in Nature as well as all Real World Asset backed tokens and which are not classified as Assets and Securitized Token Offerings;
• Assets: Digital Payment Tokens used by the user for the purpose of fee payments on the Platform;
• Securitized Token Offerings: refers to all tokens that fall under the definition of Security Tokens as defined under the TAX Administration Chamber in Katowice "Security Tokens Offerings - Guidance and Regulatory Framework" paper;
• User Asset Account or Account: the overall term for all wallets and accounts that the User holds with the Company on the Toyow token Platform including all Customer Assets;
• Company:SoftHorizon Solutions sp.z.o.o, [Registration No:0001142492], as the context may require;
• Competent Authority: the SoftHorizon Solutions sp.z.o.o or such other relevant government authority (as the case may be);
• Dispute: a dispute, controversy or claim between any of the parties as to the construction of these Terms of Use, the rights or obligations of a part under these Terms of Use; or any other matter arising out of or relating to these Terms of Use;
• Force Majeure: any cause arising from or attributable to acts or events beyond the reasonable control of Toyow token, including natural calamity, strikes, terrorist action or threat, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, structural damage, epidemic or other natural disaster, calamity, attacks (including through computer viruses, hacking, denial of service attacks, ransomware or other manmade disruptions) or any law, order, statutory direction, legislation, regulation, rule or ruling of a government or regulatory authority;
• KYC: know your customer requirements under the AML Act or the AML Regulations as may be applicable;
• Privacy Policy: the privacy policy of the company available atwww.toyowtoken.com/privacy-policy;
• Digital Payment Token: has the same meaning as defined in the applicable TAX Administration Chamber in Katowice guidelines;
• User or Client: persons availing of the Toyow token Services (as defined below), directly or indirectly, and are referred to herein as “Users”;
• Toyow token Platform: either exclusively or collectively means and includes the Toyow token Android App, Toyow token iOS App (collectively, “Toyow token App”), or Toyow token Web app (“Web version”), the Toyow token website “www.toyowtoken.com” (“Toyow token Website”), and other web assets on the toyowtoken.com domain, together with the Toyow token Developer Portal, Public APIs, and secure authentication for Users;
• Toyow token Services: the services made available from time to time on the Toyow token Platform.

4. Your account

4.1 Account Creation

You must complete the registration process by providing Toyow token with current, complete, and accurate information as prompted by the applicable registration form. You also will choose a password and an email address.

4.2 Responsibility for Account

You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Toyow token immediately of any unauthorized use of your account or any other breach of security.

4.3 Liability for Account Misuse

Toyow token will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Toyow token or another party due to someone else using your account or password.

4.4 Closure of the Account

You may close your account at any time by contacting Toyow token on the email - [email protected] through the specified support channel and requesting to do so. Toyow token may, at any time without notice in our sole discretion, withdraw your account and suspend, restrict or withdraw your access to the Platform, including if we cease the operation of the Platform, or if we believe that your account has been used by someone else or if in our opinion, you are abusing the use of the Platform or if you fail to comply with one or more terms of these Terms. We also reserve the right to file claims under applicable laws and regulatory recourse for misuse of the platform.

5. Restrictions

There are certain activities and kinds of conduct that are strictly prohibited when using the Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Company’s sole discretion) in the termination of your use of the Services and may also expose you to civil and/or criminal liability.

You may not (and you may not permit any third-party to) unless otherwise explicitly permitted under these Terms:

• use the Site or the Content and/or the User-Generated Content for any illegal, immoral, unlawful and/or unauthorized purposes (including, without limitation, any laws regarding the export of data or software to and from India or other countries);
• use the Site or the Content for non-personal or commercial purposes without Company’s express prior written consent;
• frame or utilize framing techniques or caches to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) on the Site or remove or disassociate, from the Content and/or the Site and any restrictions and signs indicating proprietary rights of the Company or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®), and you represent and warrant that you will abide by all applicable laws in this respect;
• interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider or crawler, or any search or retrieval application, or use other manual or automatic device, process or method to access the Site and/or the App and retrieve, index and/or data-mine information;
• interfere with or disrupt the operation of the Site or the servers or networks that host the Site and/or the App, or disobey any laws, regulations, requirements, procedures or policies of such servers or networks;
• impersonate or attempt to impersonate, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Services;
• take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us;
• bypass any measures we may use to prevent or restrict access to the Site or the server on which the Site is stored, or any server, computer, or database connected to the Site;
• copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made available by the Company on or through the Site or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content;
• copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use of, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Company’s proprietary rights, including Company’s Intellectual Property, unless expressly permitted in the Terms and/or under any applicable laws which expressly permits such actions;
• make any use of the Content on any other site or networked computer environment for any purpose without Company’s prior written consent;
• create a browser or border environment around Company’s Content (no frames or inline linking is allowed);
• sell, license or exploit for any commercial purposes any use of or access to the Site or the Content and/or the User-Generated Content;
• frame or mirror any part of the Site without Company’s prior express written authorization;
• create a database by systematically downloading and storing all or any of the Content from the Site;
• transmit or otherwise make available in connection with the Site any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive or invasive code or component;
• use the Services for any purpose for which the Site and the Services are not intended;
• infringe and/or violate any of the Terms;
• transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any junk mail or any other similar solicitation;
• engage in any other conduct that restricts or inhibits anyone; use or enjoyment of the Site and/or the Services, or which, as determined by us, may harm us or users of the Site and/or Services or expose them to liability.

6. Account Security

TOYOW token cares about the integrity and security of your personal information. However, the token cannot guarantee that unauthorized third parties will never be able to defeat the Platform's security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. License

During the term of this agreement, TOYOW token grants you a limited, non-exclusive, non-transferable license to access the Platform for your personal and non-commercial use in accordance with the Terms.

8. Paid Services

Fees

TOYOW token may at any time charge fees for access to the Platform. Fees may be subject to change and will be notified within the product as well as on our website. Users are expected to stay updated with the current fees on these channels only.

Rates

You will pay all fees and charges incurred through your account at the rates in effect for the billing period when they are incurred. You will be billed for and pay all fees and charges, along with all applicable taxes, relating to your use of the Platform through your account.

9. Terms of Payment

You agree to pay any amounts charged by Toyow token (the “Toyow token Fee”). Payment is done via a third-party payment gateway. Toyow token will never hold customer deposits, these will be held in custody by our third-party partners and remain under control of the user.

Toyow token Fees will be inclusive of applicable taxes where required by law. Charges and Toyow token Fees paid by you are final and non-reimbursable, unless otherwise determined by Toyow token.

For the refund policy on purchased Assets, please refer to the project specific Agreement that you need to abide by for the individual asset.

Toyow token reserves the right to establish, remove and/or revise Toyow token Fees at any time at Toyow token's sole discretion. Further, you acknowledge and agree that Toyow Token Fees applicable in certain geographical areas may differ substantially from other geographical areas. Toyow token will use reasonable efforts to inform you of Toyow Token Fees that may apply, provided that you will be responsible for Toyow Token Fees incurred under your account regardless of your awareness of such Toyow Token Fees, as applicable, or the amounts thereof.

10. Promo Codes

If the Platform issues promotion codes that allow discounted and/or free access to one or more services, such Promo Codes (a) may be revoked at any time by us with or without notice to you.

11. Intellectual Property Rights

The design, trademarks, service marks, and logos of the Platform ('Marks'), are owned by or licensed to Toyow token, subject to copyright and other intellectual property rights under European Union and foreign laws and international conventions. The Company reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of any of the Platform other than expressly permitted.

12. Definitions and Interpretations

In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:

• copying, distributing, or disclosing any part of the Platform in any medium without specific written authorization of the Board, including without limitation by any automated or non-automated "scraping";
• transmitting spam, chain letters, or other unsolicited email;
• attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
• taking any action that imposes or may impose, at our sole discretion, an unreasonable or disproportionately large load on the Platform infrastructure;
• uploading invalid data, viruses, worms, or other software agents through the Platform;
• collecting or harvesting any personally identifiable information, including account names, from the Platform;
• using the Platform for any commercial solicitation purposes;
• impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
• interfering with the proper working of the Platform;
• accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform, or bypassing the measures we may use to prevent or restrict access to the Platform, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content.
• promote hateful and hate-inducing messages in any shape and form, offensive and denigrating content, sexually suggestive or explicit content, religious or political content designed to create animosity.

Notwithstanding anything contrary contained herein, while the Platform on best effort basis, will employ reasonable measures to moderate the content, however, the User warrants that the User Content is in accordance with the applicable laws and policies and in no event shall the Platform be liable for any damage caused to anyone whatsoever due to User's content. Further, views expressed by the User will always belong to the User and understood to be said or expressed in User's individual capacity and notwithstanding with Platform's other remedies set forth in this Agreement or by law, the User shall compensate to the Platform any damages deriving from the User Content, including but not limited to these arising of other User's compensation, decisions of court, government or other suitable authorities.

13. User Content

13.1 Content Ownership

You retain all ownership rights allocated to the Utility Token (“Asset “thereafter) to content uploaded to the Platform up until you choose to sell the asset at which point you will relinquish rights associated with it.

13.2 Content License

By submitting content to the Platform, you grant TOYOW token a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Platform and Toyow token's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels.

14. Third-Party Content

Through the Platform, you will have the ability to access and/or use content provided by third parties. TOYOW Token cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise. Toyow disclaims any responsibility or liability related to your access or use of any third-party content.

15. Privacy

For information about how Toyow token collects, uses, and shares your information, please review our Privacy Policy. You agree that, by using the Platform, you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of that information (including the transfer of this information to Poland or other countries for Toyow token's storage, processing, and use).

16. Suspension and Termination of Access

16.1 Toyow token may suspend or terminate your access to the Platform immediately without prior notice and without further obligation or liability to you if, in Toyow token's sole discretion, it determines that you have breached or failed to comply with any provision(s) of the Terms. Toyow token may also suspend your access to the Platform or terminate the Terms at any time without written notice to you for any reason whatsoever.

16.2 If the Terms are terminated for any reason, you are still bound by the Terms as set out herein. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of the Terms.

16.3 Toyow token has no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension or discontinuance of the Platform in accordance with the Terms. You agree that you shall not make any claim against Toyow token, including with respect to any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Platform or the Terms.

17. Disclaimers

Company shall in no manner be liable for any fraud happening in the transmission process as the Company neither gets into verification of credibility of the claim nor verification of genuineness/authenticity of the documents.

In case the process is on hold or is not successful for any reasons from the financial institution or any third-party, Company shall not be liable to the User. Company in no way is guaranteeing a successful transfer process. Company only helps in navigating through the process. The success or failure of the process depends on the financial institutions and the User.

Company shall not be liable for accuracy, suitability, or correctness of any Financial Information that is obtained through the Services.

Company is providing the Platform and the Services on an “as is” and “as available” basis without warranty of any kind, whether expressed or implied including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Company does not make the warranty that:

• the Platform or the Services will meet your any requirements or expectations;
• your use of the Services will be uninterrupted, timely, secure, or error-free;
• the results or information that may be obtained from the use of the Services will be accurate or reliable;
• any errors or defects in the Platform will be corrected.

Any content downloaded or otherwise obtained through the use of our Platform is done at your own will, consent, decision, discretion and risk, and We cannot confirm that such documents or contents are error or virus free and You understand and acknowledge that you are solely responsible for any damage to your devices, for any loss of data that may result from the download of such contents.

No advice or information, whether oral or written, obtained by you from Company, which shall create any warranty or liability or obligation that is not expressly stated in the Terms and Conditions.

Company’s services are intended as guidance & hand-holding support to the service’s recipient, further, Company strongly recommends that the service recipient shall seek independent advice before making any decision(s).

For detailed financial and legal risks please read theRisks Disclosure Document

18. Limitation on Liability

18.1. Limitation of Liability. You agree that the Company will not be liable for any direct, indirect, special, punitive, exemplary, or consequential losses or damages of whatsoever kind arising out of Your use or access to the application, including loss of profit or the like, whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence) or otherwise. In any event, Company’s total aggregate liability cannot exceed the amount paid by the User(s) to the Company against services provided by the Company to the User.

18.2. Zero Liability. In any event, the Company shall not be liable in any manner whatsoever in case of misrepresentation of information provided by the User to the Company or for any error(s) committed by the User in the documentation process or for any action taken by the third-party(s) against the User.

19. Indemnification

You shall indemnify, defend and hold harmless Toyow token and its collaborators, suppliers and licensors, and their officers, directors, agents, and employees from and against any claim, proceeding, loss, damage, fine, penalty, interest, and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with:

• your use of the Platform;
• your breach of this agreement;
• violation of law;
• your submission, posting, or transmission of User content to the Platform; or violation of the rights of a third party;
• unsolicited breaches that may occur due to malicious third-party acts.

20. Dispute Resolution

These Terms of Use will be governed by and construed in accordance with the laws of Poland and the applicable laws of Poland Parties hereby irrevocably consent to the non-exclusive jurisdiction of the courts of Poland for any actions, suits or proceedings arising out of or relating to this Agreement or any of its terms.

21. Amendment

The website/platform policies may be changed/updated as per requirements and standards. Hence you are encouraged to frequently visit this section in order to be aware of the latest updates to this Agreement. Modifications will be effective on the day they are posted. If you do not accept any change to the Agreement, you should stop using the Site immediately. Your continued use of the Site following any change constitutes your acceptance of the change and you will be legally bound by the new updated Agreement. If, for any reason, any part of the Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, then to the extent that term is illegal, invalid or unenforceable, it shall be severed and deleted from the Agreement and the remainder of the Agreement shall survive, remain in full force and effect, and continue to be binding and enforceable. No failure or delay by us in exercising any right, power or privilege under the Agreement shall operate as a waiver of such right or acceptance of any variation of the Agreement and nor shall any single or partial exercise by us of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege. Nothing in the Agreement shall confer or purport to confer on any other third party any benefit or the right to enforce any term of the Agreement.

22. Language

This Agreement and any information or notifications that we are to provide will be provided to you in English languages. Any translation of this Agreement or other documents to any other language may be provided for your convenience only but shall not form the basis of determining the prevailing language. In the event of any inconsistency between the English language version and other versions of this Agreement or other documents and where the Agreement or other document are to be used in a legal proceeding, the English language shall prevail.

23. Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, Toyow token Account cancellation, debts owed to Toyow token, general use of the Toyow token Site, disputes with Toyow token, and general provisions, will continue to be binding and operate after the termination or expiration of this Agreement.

24. Contact Us

If you have any concerns, complaints or grievances about the terms or other users or their manner of use of the application infringe or violate your rights or any complaints about how we handle your personal information, please feel free to contact customer support within the App or through the website. If your support request is not addressed to your satisfaction, you may also contact the Grievance Redressal Office at any time:

Please drop your query in case of any grievance.