These Terms of Use (“Terms”) apply to your access to and use of the website located at https://tokencompass.ai/ and all associated webpages (collectively, the “Site”) and all related services offered through the Site (collectively, the “Services”) provided by TokenCompass, Corp. (“TokenCompass,” “we,” “us,” or “our”). However, these Terms do not govern your use of TokenCompass’ proprietary reporting and accounting platform for enterprise artificial intelligence spend tracking (the “Platform”). Use of the Platform shall be subject to a separate agreement and independent from use of the Site and the Services.
These Terms are entered into between you and TokenCompass and represent a binding agreement between you and TokenCompass. By accessing, browsing, or otherwise using the Site or Services, you accept and agree to be bound and abide by these Terms. If you do not accept these Terms, you must not access, browse, or otherwise use the Site and Services.
The Site and Services are offered and available to users who are 18 years of age or older and have not previously been suspended or banned from the Site or removed from access to the Services. We reserve the right to terminate your access to the Site and Services at any point during your use of the Site or Services.
To access the Services, you may be asked to provide certain information on the Site. It is a condition of your use of the Services that all information you provide is correct, current and complete. You agree that all information you provide, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, located at https://tokencompass.ai/privacy-policy (the “Privacy Policy”).
Nature of the Site and Services
Your access to and use of the Site and Services is subject to these Terms. Your access to and use of the Site and Services does not represent any transfer of any right, title, or ownership interest of any kind. TokenCompass reserves the right, title and interest, including all intellectual property and proprietary rights, in and to the Site and Services. TokenCompass may, in its sole discretion, modify the functionality of, or discontinue, the Site and any Services, or any portion of the foregoing, and may with draw or amend this Site and any service, content or material we provide on the Site, in each case, without notice. We will not be liable to you or any third party if, for any reason, all or part of the Site or Services are unavailable at any time or for any period.
Customer Content
“Customer Content” means any data, information, documents, or materials you provide, upload, or submit in connection with your use of the Site or Services.
As between TokenCompass and you, you retain ownership of your Customer Content. By submitting Customer Content, you hereby grant TokenCompass a non-exclusive, royalty-free license to use, display, and process such Customer Content as necessary to provide the Services to you and to operate and improve the Site.
You hereby represent and warrant that you have all necessary rights to submit your Customer Content and that your Customer Content does not infringe any third party’s intellectual property, privacy, or other rights. You are solely responsible for the accuracy, quality, and legality of your Customer Content.
Restrictions on Use
You agree not to, and will not assist, encourage or enable others to, use the Site or the Services:
- for any unlawful purpose;
- to solicit others to perform or participate in any unlawful acts;
- to violate any international, federal, provincial or state regulations, rules, laws or local ordinances;
- to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
- to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or otherwise;
- to submit false or misleading information or perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, or falsifying your identity or any information about you, including age or date of birth;
- to interfere with the operation or any user’s enjoyment of the Site or Services, including by uploading or transmitting viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the internet;
- to collect or track the personal information of others;
- to spam, phish, pharm, pretext, spider, crawl, or scrape (including any accessing, monitoring or copying of any content or information of the Site or Services using any robot, spider, scraper or other automated means or any manual process for any purpose without TokenCompass’ written permission);
- to interfere with or circumvent the security features of the Site or Services or any related website, other websites, or the internet; or
- for any obscene or immoral purpose.
We reserve our right to terminate your use of the Site or Services or any related website for violating any of the above prohibited uses.
Geographic Restrictions
We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Intellectual Property Rights
The Site and its entire contents, features, and functionalities (including but not limited to all information, data, reports, software, text, displays, graphics, and the design, selection, and arrangement thereof) and any and all rights (including intellectual property rights) therein are owned by TokenCompass, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No license, right (including intellectual property rights), title, or interest in or to the Site or any content therein is transferred to or otherwise vested in you except as otherwise expressly set forth in these Terms. All rights not expressly granted are reserved by TokenCompass.
“TokenCompass” and its associated logos are the trademarks of TokenCompass (the “TokenCompass Trademarks”). Other trademarks, service marks, graphics and logos used in connection with the Site or Services are the trademarks of their respective owners (collectively, “Third Party Trademarks”). The TokenCompass Trademarks and Third Party Trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of TokenCompass or the applicable trademark holder.
You hereby authorize TokenCompass and its third-party service providers to derive statistical and usage data relating to your use of the Site and Services (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
By providing us with any ideas, suggestions, documents, proposals or other feedback regarding the Site or Services (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties and (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback. By submitting such Feedback, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, copy, modify, publish, distribute, create derivatives of, exploit and sublicense the Feedback for any purpose.
Third Party Material
The Site and the Services may include materials from third parties or contain links to other services, technology, websites, resources, information, or applications that are provided or otherwise made available by third parties (each, a “Third Party Material”). You acknowledge and agree that TokenCompass neither controls nor endorses these Third Party Materials and is not responsible for examining or evaluating the content or accuracy of any Third Party Materials. You agree that we are not 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 any such Third Party Materials. Your access to and use of any Third Party Materials may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party.
Indemnification
You are responsible for your activities on the Site and in connection with the Services, including any provision or use of Customer Content. You agree to defend, indemnify and hold harmless TokenCompass, its affiliates, and its and their respective officers, directors, employees, service providers, licensors, and agents (collectively, “Indemnitees”) from and against any and all liabilities, injuries, losses, damages or expenses (including reasonable attorneys’ fees and accounting fees and costs) arising from any claim, lawsuit, proceeding, demand or other action (“Claim”) arising out of or relating to (a) your access to, use of, or alleged use of the Site or Services, (b) your provision of Customer Content, (c) your breach of these Terms or any applicable law or regulation, (d) your violation of any third party right, including, without limitation, any intellectual property, publicity, confidentiality, property, or privacy right or (e) any disputes or issues between you and any third party (including any other users of the Site or Services). The Indemnitees reserve the right to exclusively control the defense and settlement of any Claim for which you indemnify the Indemnitees under these Terms, and you will assist the Indemnitees in exercising such rights. Without limiting the foregoing, you may not settle or compromise any Claim against the Indemnitees without TokenCompass’ prior written consent.
Disclaimer
YOU HEREBY ASSUME ALL RISKS RELATING TO YOUR CUSTOMER CONTENT, AND YOUR USE OF THE SITE AND SERVICES (INCLUDING ANY CONTENT CONTAINED THEREIN) IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT THE SITE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CERTAIN INFORMATION PROVIDED THROUGH THE SITE AND SERVICES MAY CONTAIN TYPOGRAPHICAL ERRORS, INACCURACIES OR OMISSIONS. TOKENCOMPASS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SITE OR SERVICES WILL (A) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, (D) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) BE ENTIRELY SECURE OR THAT THE INFORMATION YOU SHARE WITH US WILL BE SECURE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TOKENCOMPASS OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TOKENCOMPASS NOR ANY OF THE INDEMNITEES SHALL BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE OR SERVICES; (D) DAMAGES RELATING TO ANY CONDUCT OF ANY THIRD PARTY OR USER USING THE SITE, SERVICES OR ANY THIRD PARTY SITE, INCLUDING, WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT; OR (E) DAMAGES IN ANY MANNER RELATING TO ANY CUSTOMER CONTENT. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TOKENCOMPASS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOUR SOLE REMEDY WITH RESPECT TO THE SITE OR SERVICES IS TO STOP USING THE SITE OR SERVICES, AS APPLICABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF TOKENCOMPASS AND THE INDEMNITEES, FOR ANY CLAIM UNDER THESE TERMS OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS (US $100.00) OR THE AMOUNT YOU PAID US TO USE THE APPLICABLE SERVICE(S).
Governing Law
These Terms, and any disputes arising hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any proceeding arising out of these Terms shall be brought exclusively in the state and federal courts located in Los Angeles County, California.
Changes to the Terms
TokenCompass reserves the right to change or modify any provision of these Terms at any time and shall provide you with written notice of any material change at the email address TokenCompass has associated with your account and/or by means of a banner on the Site. If TokenCompass makes a material change to these Terms, you may reject any such material change by sending TokenCompass a personally signed, written notice of your decision to opt out of those changes via email to info@tokencompass.ai, with the subject line: “Terms Change Opt Out” (“Opt-Out Notice”). The Opt-Out Notice must include: (a) your full name; (b) your mailing address; (c) your phone number; (d) your TokenCompass account username, if applicable; (e) identification of the change that you wish to opt out of; and (f) a clear statement that you wish to opt out of the change. Your Opt-Out Notice must be sent within 30 days of TokenCompass sending notice of a change (the “Opt-Out Period”) and must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. If you do not timely reject a change and you either affirmatively assent to the change or continue to use the Site or Services after the expiration of the Opt-Out Period, that conduct will be interpreted and considered as you manifesting acceptance of the change. If you do send an Opt-Out Notice, TokenCompass reserves the right to cease providing the Site or Services to you.
Termination
You agree that TokenCompass, in its sole discretion, may suspend or terminate your use of the Site or Services and remove and discard any of your Customer Content, for any reason, including if TokenCompass believes that you have violated these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site or Services may be referred to appropriate law enforcement authorities. Further, you agree that TokenCompass and the Indemnitees will not be liable to you or any third party for any termination of your access to the Site or Services.
Notice to California Residents
Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Site or Services.
Miscellaneous
These Terms, including the Privacy Policy, constitute the entire and only agreement between you and TokenCompass with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms.
No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Neither these Terms nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with TokenCompass’ prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. TokenCompass may assign, transfer or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion.
TokenCompass will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond TokenCompass’ reasonable control.
Contact Us
If you have any questions regarding our Site or Services, you can email us at info@tokencompass.ai.