Product Agreement
Last Updated: October 12, 2023
This Product Agreement (“Product Agreement“) is a legal agreement between you or an entity that you are representing (“you,” or “your“) and TermxCash Global Inc., a Delaware corporation (“TermxCash,” “we,” “our” or “us“). This Product Agreement governs your purchase, license and/or use of TermxCash products (“TermxCash products“). If you are purchasing, using or receiving the TermxCash products on behalf of an entity (for example, a company, non-profit entity, university, or other business or organization), you represent to us that you have authority to bind that entity to these terms, and that entity accepts these terms, and the term “you” or “your” will apply to such entity.
If you choose to purchase, license, receive or use any TermxCash products, you agree to this Product Agreement and to our Privacy Policy (“Privacy Policy“), which is available on our website and may be accessed at https://www.TermxCash.com/privacy/. This Product Agreement and the Privacy Policy govern your purchase, license, receipt, and use of the TermxCash products. BY CLICKING “PURCHASE” OR BY OTHERWISE PURCHASING OR USING THE COINVENTER PRODUCTS, YOU AGREE TO THIS Product Agreement AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS Product Agreement, YOU DO NOT HAVE OUR PERMISSION TO PURCHASE OR USE THE COINVENTER PRODUCTS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 9, you agree that disputes arising under this Product Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS Product Agreement, YOU AND TermxCash ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. TermxCash products
1.1 TermxCash products. Your TermxCash products that you receive from us, directly or through a third party (e.g., through a reseller or other third party authorized by us to sell, license or otherwise distribute TermxCash products) may allow you to deposit, store, track, transfer, and otherwise process the cryptocurrencies that you choose to deposit and store within your TermxCash products (“Cryptocurrencies“).
1.2 Supported Cryptocurrencies. You must ensure that you deposit, store, track, transfer, and/or otherwise process through the TermxCash products only those Cryptocurrencies that we expressly identify through our mobile application (“Mobile App”) and/or on our website located at www.TermxCash.com (the “Website“) as being compatible with your TermxCash products (“Compatible Cryptocurrencies“). We assume no responsibility of any kind, and you assume all risk (including the risk that you may lose all of your Cryptocurrencies and that your TermxCash products may become fully inoperative) if you deposit, store, track, transfer, and/or otherwise process through the TermxCash products any Cryptocurrency that we do not expressly identify in writing as being compatible with your TermxCash products. We reserve the rights to add or remove Compatible Cryptocurrencies at any time, in which case we will use commercially reasonable efforts to promptly provide you notice through the Mobile App and/or through the Website, and you agree to adjust your use of the TermxCash products accordingly.
1.3 Cryptographic Key. To deposit, store, track, transfer, and/or otherwise process Cryptocurrencies through your TermxCash products, you will need to use a unique cryptographic key specific to your TermxCash products. TermxCash manufactures the Key Components of your Key separately and independently from one another and does not retain any copies of the Key Components, nor any records regarding which Key Components get paired together to ultimately form your Key. As a result, under no circumstances will TermxCash be able to know which Key Components form your Key or recreate your Key or Key Components without your TermxCash products. As a result, it is critical that you secure and safeguard your Key, Key Components, and your TermxCash products at all times.
2. Security of Your TermxCash products
We have invested significant resources and time to develop a TermxCash products that we believe is safe and will provide extensive functionality to you. Nevertheless, you must remain alert to various possible situations through which malicious third parties may seek to access and/or steal the Cryptocurrencies that you store in your TermxCash products. For example, you must be aware of the following:
2.1 The Key is Unique and Under Your Control. To enhance your privacy and give you full exclusive control over your Cryptocurrencies, we do not retain a copy of your Key or Key Components, and we do not monitor or back up your Key or Key Components. It is your sole responsibility to safeguard your TermxCash products and Key Components, and you are solely responsible for any losses that you incur if your TermxCash products is no longer in your possession or control and/or if your Key or Key Components becomes known to any third party.
3. Purchase and Fees.
4.1 Before you purchase any TermxCash products from us, you will have the opportunity to review and accept the payment amount that you will be charged. Payments will be billed to you in U.S. dollars, and your account will be debited when you provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services. We will make reasonable efforts to keep pricing information published on the Website for the TermxCash products up to date, and we encourage you to check our website periodically for current pricing information. We may change the prices for any TermxCash products if we give you advance notice of the changes before they apply. We may also make promotional offers or offer lower prices to you or other customers in the future at our discretion. These promotional offers, unless made to you, will not apply to your purchase of any TermxCash products from us.
4.2 You must pay with one of the following:
(i) A valid credit card or debit card acceptable to us;
(ii) Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
(iii) Using another payment option that we approve in writing (e.g., a form of payment that we identify and approve on our website or through a direct communication with you).
4.3 You authorize us, either directly or through our third-party service providers, to charge all sums for any order that you make for a TermxCash products (including all applicable taxes) to the payment method specified in Section 4.2. If you make payments to us using a credit card, we may seek pre-authorization of your credit card account prior to your purchase of any TermxCash products to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.4 Ordering Generally. Your order constitutes an offer to purchase TermxCash products, and all orders are subject to TermxCash’s acceptance. Except to the extent prohibited by applicable law, TermxCash may accept, decline, or place limits on your order for any reason, and TermxCash may apply quantity limitations on orders in its sole discretion. You do, however, acknowledge that by clicking on the “Buy”, “Place Order”, “Purchase”, “Pay Now” or other similar button, you enter into an obligation to pay for the TermxCash products in the selected quantities. TermxCash reserves the right to reject your order at any time before its acceptance, including, but not limited to, instances where there has been an obvious error in price or where the TermxCash products is no longer permitted for sale in your location. If TermxCash rejects your offer, TermxCash will, as your sole and exclusive remedy and TermxCash’s sole and exclusive liability, refund the amount you paid for the rejected offer. If you have any questions, comments, or concerns regarding TermxCash’s order acceptance policy, or if you believe that your order was rejected in error, please contact TermxCash. If you need to update your shipping address or payment information after you place an order, please contact us.
4.5 Delivery. TermxCash will attempt in good faith to deliver the TermxCash products in accordance with your order or any other schedule TermxCash may provide to you when placing the order, but TermxCash will not be responsible or liable for any delays or failure in such delivery. Your order will be delivered to the delivery address you specify when placing your order. If your delivery address is geographically remote or otherwise difficult to deliver to, it is possible that we may not be able to deliver there. If that is the case, we will notify you before we accept your order. Orders cannot be delivered to PO Box or similar addresses. TermxCash will not be responsible or liable for any delay or failure to deliver due to any cause which is unavoidable or beyond TermxCash’s reasonable control. In such cases, TermxCash will have the right, at its option, without penalty or any liability for breach, to reschedule delivery within a reasonable time.
5. Ownership.
5.1 All Cryptocurrencies associated with your TermxCash products are your sole property, your sole responsibility, and in your sole exclusive control. We may not know the full identity of the owner of any particular physical TermxCash products, and therefore we may not know who you are and may not be able to connect your TermxCash products to any particular natural person or business entity. Consequently, if you lose your Key or Key Components, or otherwise cease to have access to your TermxCash products, we may not be able to help you recover the Cryptocurrencies associated with your TermxCash products. Similarly, if you seek to demonstrate your ownership of the TermxCash products or of the Cryptocurrencies associated with your TermxCash products for any legal or regulatory purposes, we may not be able to help you with that process.
5.2 Title to TermxCash products purchased from us will pass to you when the TermxCash products is delivered to the carrier, after which all risk of loss or damage to any TermxCash products will be yours. As between you and us, title to the Cryptocurrencies associated with your TermxCash products will remain with you at all times and will not transfer to us. As the owner of Cryptocurrencies associated with your TermxCash products, you bear all risk of loss of such Cryptocurrencies. We have no liability for Cryptocurrency price fluctuations affecting the overall value of your Cryptocurrency holdings.
6. Funds Not Insured.
6.1 You acknowledge that Cryptocurrencies associated with your TermxCash products are not insured or otherwise protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
7. Liability and Disclaimers.
7.1 You will indemnify and hold us and Our Affiliated Entities harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your possession, permitted transfer, or use of the TermxCash products or breach of this Product Agreement (collectively referred to as “Claims“). We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us in the defense of any Claims. “Our Affiliated Entities” means (i) our direct and indirect business affiliates, customers, licensees, users, vendors, investors and shareholders (whether now existing, prospective or future), predecessors, agents, attorneys, advisors, insurers, directors, employees, officers, and any other similar parties, and (ii) any and all of the foregoing’s successors or assigns.
7.2 YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF THE COINVENTER PRODUCTS IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS Product Agreement, THE COINVENTER PRODUCTS ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE COINVENTER PRODUCTS ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED OR RELATED TO THE COINVENTER PRODUCTS. WE AND OUR AFFILIATED ENTITIES DO NOT WARRANT THAT THE COINVENTER PRODUCTS, CRYPTOCURRENCIES ASSOCIATED WITH THE COINVENTER PRODUCTS, OR DATA PROCESSED THROUGH, IN CONNECTION WITH, OR USING THE COINVENTER PRODUCTS ARE SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAWS OR REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE LONGER OF (A) 90 DAYS FROM THE DATE OF FIRST PURCHASE OR FIRST DELIVERY OF THE PRODUCTS, AND (B) THE SHORTEST PERIOD PERMITTED BY THOSE LAWS AND REGULATIONS.
7.3 WE AND OUR AFFILIATED ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF THE PRODUCTS WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
7.4 EXCEPT AS PROVIDED IN SECTIONS 9.5 AND 9.7(B), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AND CUMULATIVE LIABILITY, TOGETHER WITH THE TOTAL AND CUMULATIVE LIABILITY OF OUR AFFILIATED ENTITIES OVER THE LIFE OF THIS Product Agreement, FOR ALL CLAIMS, BREACHES AND ALL OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATING TO THIS Product Agreement, TO YOU AND TO ALL OTHER PARTIES DIRECTLY OR INDIRECTLY AFFILIATED WITH YOU OR WITH THE RESPECTIVE CLAIMS SHALL BE LIMITED TO THE NET AMOUNT THAT WE RECEIVED FROM YOU FOR THE AFFECTED COINVENTER PRODUCTS DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIMS. SUBJECT TO APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT.
7.5 THE ABOVE LIMITATIONS AND DISCLAIMERS IN SECTIONS 7.2. 7.3 AND 7.4 APPLY EVEN IF WE AND OUR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LIABILITIES, BREACHES OR DAMAGES. THIS Product Agreement SETS FORTH OUR ENTIRE LIABILITY, AND THE ENTIRE LIABILITY OF OUR AFFILIATED ENTITIES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS AND THIS Product Agreement.
8. Termination and Suspension.
8.1 We may, in our sole discretion and without notice, restrict, deny, or terminate this Product Agreement, or suspend any or all of the TermxCash products and/or any or all of your related accounts, effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our products, technology and systems, to comply with our policies or applicable laws and regulations, if you fail to comply with this Product Agreement, if you no longer agree to receive electronic communications, if you notify us of your decision to terminate this Product Agreement, or if you request us to close any of your accounts or delete your data in our possession.
8.2 Upon termination of this Product Agreement, or upon suspension or termination of your accounts, you must immediately stop using the TermxCash products (except to the extent that you own any TermxCash products and such TermxCash products owned by you do not require further licenses or support from us) and any outstanding payments will become due immediately. Any termination of this Product Agreement will not affect our rights to any payments due to us. Sections 1.2, 1.3, 2.1, 2.2, 3, 4, 5, 6, 7, 8.2, 9, and 10 will survive termination of this Product Agreement.
9. Disputes.
9.1 Except as described in subsection 9.2 and 9.3 below, you and TermxCash agree that every dispute arising in connection with this Product Agreement, the TermxCash products, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Product Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS Product Agreement, YOU AND TermxCash ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
9.2 Although we are agreeing to arbitrate most disputes between us, nothing in this Product Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
9.3 If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 9 within 30 days after the date that you agree to this Product Agreement by sending a email to TermxCash that specifies: your full legal name, address, the email address associated with your purchase or TermxCash products, your order number and date if available, your TermxCash products serial number(s) if available, and a statement that you wish to opt out of arbitration (“Opt-Out Notice“). Once TermxCash receives your Opt-Out Notice, this Section 9 will be void and any action arising out of this Product Agreement will be resolved as set forth in Section 10.5. The remaining provisions of this Product Agreement will not be affected by your Opt-Out Notice.
9.4 Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration“). The Notice of Arbitration must: (a) identify the name and email address associated with the account of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand“). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or TermxCash may commence an arbitration proceeding. If you commence arbitration in accordance with these this Product Agreement, TermxCash Global will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
9.6 Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or TermxCash must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
9.7 Except as provided in Section 9.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by TermxCash before an arbitrator was selected, TermxCash will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
9.8 No Class Actions. YOU AND TermxCash AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and TermxCash agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
9.9 If TermxCash makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to TermxCash’s address for Notice of Arbitration, in which case your account with TermxCash will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
9.10 If Section 9.8 or the entirety of this Section 9 is found to be unenforceable, or if TermxCash receives an Opt-Out Notice from you, then the entirety of this Section 9 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10.5 will govern any action arising out of or related to this Product Agreement.
10. Other Terms.
10.1 This Product Agreement (together with the Privacy Policy) is the entire agreement between you and us with respect to your purchase from us and use of the TermxCash products, and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. The foregoing does not apply, however, to the extent that we have separately entered into any other written agreement with you that expressly supersedes this Product Agreement, in which case the other written agreement will prevail over this Product Agreement with respect to the products and services to which such other written agreement applies.
10.2 If any court of law, having the jurisdiction, rules that any part of this Product Agreement is invalid, that section will be removed without affecting the remainder of the Product Agreement. The remaining terms will be valid and enforceable.
10.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Product Agreement.
10.4 You cannot assign or transfer ownership of this Product Agreement to anyone without our written approval, except to the extent that you are an entity and all or substantially all of your stock, assets or business are acquired by another entity, in which case you may assign this Product Agreement to that entity provided that you give us notice within thirty (30) days after that acquisition. We may assign or transfer this Product Agreement at any time, in whole or in part, without notice to you, to any party.