Terms Of Service
This Terms of Service Agreement ( “Terms” or “Agreement” ) is a contract between you ( “User” , “you” or “your” ) and Toobemi Network (together with its subsidiaries and affiliates, “Toobemi ”, “we”, “us” or “our”), operators of the Toobemi digital asset platform (” Toobemi ” or ” Site”, currently available at www.toobemi.com) that applies to your:
- use of Toobemi to buy or sell digital assets;
- use of the Toobemi Application Programming Interface ( “API” );
- creation of a non-hosted software wallet for digital assets;
- use of any other services offered by us (together, the “Services” ).
Please read this document carefully. It contains very important information about the terms of our services. By using our Services, you accept and are bound by the terms below.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.
Subject to these Terms, Toobemi grants you a limited, non-exclusive, non-sublicensable and fully revocable license to access and use the Services during the time that you are in compliance with these Terms.
Description of Services
We provide a convenient platform for buying and selling digital assets on the Ethereum and Tron networks. Users deposit their digital assets to the Toobemi smart contract, and, through the Site, authorize Ethereum and Tron Network transactions to buy and sell those assets for other assets on the Ethereum and Tron networks. Users may use our platform to buy and sell digital assets using the Toobemi smart contract. Our Services do not allow Users to buy and sell their assets for anything other than assets on the Ethereum and Tron networks, i.e., blockchain-based tokens following the ERC-20 standard. That means we do not support the conversion of fiat currency to digital assets, or vice versa.
We charge a transaction fee for both parties involved in the trade and a gas charge to cover the gas expense of dispatching transactions (including withdrawals) to the Ethereum and Tron Network blockchains.
Toobemi is a non-custodial platform. This means we do not own, control, or take custody of any digital assets held by Users on the platform. Users maintain custody over their digital assets at all times.
Connecting a Wallet
Security of your Account and Wallet
We are not an insured financial institution. As a result, unlike funds held in most banks or credit unions, amounts displayed through the Services are not insured against loss.
Furthermore, Toobemi is a non-custodial platform. As such, we do not know nor have access to the private keys to the digital asset wallets you use in connection with the Services. Therefore, you are exclusively responsible for maintaining the confidentiality and security of your Wallets or devices you use to access the Services. You are also responsible for maintaining the security of the digital asset wallets you utilize in connection with the Services, and for ensuring that no unauthorized person has access to your wallet files, its private keys, or any device that you utilize in connection with the Services.
We will not be liable for any loss or damage arising from your failure to protect your account or your digital asset Wallets.
We provide Users with a platform that allows orders they enter to be connected with the orders of other Users. Orders may be partially filled or may be filled by a number of orders, depending on the trading activity at the time an order is placed.
A transaction on Toobemi may fail for several reasons, including without limitation a change in prices, order availability, or technical difficulties experienced by us or Nodes. We make no representation or warrant that any transaction will be executed fully, or at all. We are, under no circumstances, liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner, including dispatching to the Ethereum and Tron blockchains. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Site. You have full responsibility to determine and inquire into the failure of any transaction which you initiate.
The digital assets that are available for purchase through the Services may be subject to high or low transaction volume, liquidity issues, and volatility for potentially extended periods. WE MAY ALSO DELIST AN ASSET FROM TRADING ON TOOBEMI AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTICE. You acknowledge that while we are using commercially reasonable methods to provide trading availability and pricing data to you through our Services, we do not guarantee that the Services will be consistently available. You agree that you assume all risks and potential losses associated with digital assets being delisted, price fluctuations, or differences in actual versus indicated prices.
We operate as a platform provider and generally do not act as principal or counterparty with respect to trades entered into on the platform. Notwithstanding the foregoing, (i) we may act as a counterparty for limited trades made for the purpose of liquidating fees collected on User trades, and (ii) our affiliates or partners may execute trades on the platform.
In connection with your use of the Services, you will not:
- violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
- engage in any trading activity which, in our sole discretion, amounts to or may amount to market abuse including without limitation pumping and dumping, entering fictitious transactions or wash trading, front running, bear raiding or engaging in disorderly market conduct;
- infringe upon our or any third party’s copyright, patent, trademark, or other intellectual property rights;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure or that of our Nodes, or detrimentally interfere with, intercept, or expropriate any system, data or information;
- transmit or upload any material to the Site or to Nodes that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- otherwise attempt to gain unauthorized access to or use of the Site, the API, other Accounts, Nodes, or computer systems connected to the Site; or
- engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.
Trading digital assets is risky and you should never trade more than they can afford to lose. The following list of risks associated with digital assets and the Services is not exhaustive.
Risks of trading in digital assets
Digital asset prices are highly volatile and trading in digital assets is extremely risky. In addition, factors beyond our control may affect market liquidity for a particular digital asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the digital asset, or unexplainable price volatility. We may also determine it is in the best interest of Users to suspend trading in a digital asset for these reasons. By using the Services, you accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying digital asset.
Our listing of a digital asset does not indicate approval or disapproval of the digital asset’s merits as an investment or a technology. We give no warranty as to the suitability of the digital asset traded under this Agreement and assume no fiduciary duty in our relations with you. You must conduct your own due diligence when determining whether to buy or sell a particular digital asset. If you choose wisely, we will not share in any portion of your gains. Likewise, if you choose poorly, we will not bear any portion of your losses.
No brokering transactions or provision of investment advice
We provide an execution-only service. We do not broker transactions on your behalf, advise on the merits of any particular digital assets, transactions, or associated risks, or provide any other financial, investment or legal advice in connection with the Services. To the extent that we do provide trading data, post market commentary, articles, or make social media posts, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. ANY DECISION TO BUY OR SELL DIGITAL ASSETS IS SOLELY THE USER’S DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.
No promise of liquidity
The ability for you to buy or sell digital assets on Toobemi is contingent on there being a counterparty willing to buy or sell the same digital asset. We make no promises as to the timing or availability of buying or selling digital assets on the Site. We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, without notice and without liability. This includes, without limitation, the absolute discretion to list and de-list digital assets available for trading at any time. We are not required to provide advance notice of delisting.
You acknowledge and agree that digital assets and/or features available in one jurisdiction may not be available for trading or to access, as applicable, in another.
No guarantee of continuous access to Services
We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our site may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the Ethereum and Tron networks. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions.
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. We will make any tax withholdings or filings that we are required by law to make, but we are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Services.
Indemnification and Release
Toobemi and its subsidiaries, parents, affiliates, service providers, and each of their respective officers, directors, agents, joint venturers, employees or representatives (collectively, the “Released Parties”), are not liable for any damages that may arise out of or in connection with your use of the Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of business or profits, business interruption costs, loss of goodwill or business profits, loss of cryptocurrency or digital assets, damage caused by your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Site or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as “losses”). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses.
You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, or your violation of any law or regulation.
If you have a dispute with one or more Users, Nodes, issuers of digital assets listed on Toobemi or other third parties, you release the Released Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
LIMITATION OF LIABILITY; NO WARRANTY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND DISCONNECT ANY CONNECTED WALLETS. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. THE RELEASED PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY DIGITAL ASSETS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
Governing Law; Venue and Arbitration
You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises.
In addition, you agree:
- To attempt informal resolution prior to any demand for arbitration;
- That any arbitration will occur in the United States;
- That any arbitration will be conducted confidentially by a single arbitrator, selected by a third-party arbitration forum;
- That the state and federal courts in the United States have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
- That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
- That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
- Any dispute between the parties will be governed by these Terms and the laws of the State of Delaware, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
The heading and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.
We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date.
Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
Waiver and Conflict
The failure of Toobemi to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
Third Party Rights
This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third party beneficiary of this Agreement, and no other person shall assert any rights as a third party beneficiary hereunder.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.