TERMS OF SERVICE
Last Updated: November 22 2022
These terms of service (the “Terms of Service”) are a legal agreement between you and Treasury Interactive Inc. (“Treasury,” “we,” “us,” or “our”). These Terms of Service specify the terms under which you may access and use our services and related content through our website located at https://treasury.app (the “Website”) and our communications and informational platform (the “Platform,” and together with the Website, the “Services”). These Terms of Service apply to both visitors of the Website and registered users of the Platform (collectively, “Users”).
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, JURY WAIVER, AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you wish to access and use our Platform, you will be required to register with us. To create an account (“Account”), you will be prompted to provide your email address or mobile number (“Login Credentials”), and you will then be sent an email or text message, as applicable, to your Login Credentials with a link to access and use the Platform. When creating your Account, you must provide true, accurate, current, and complete information. Login Credentials can be used by only one user. You are solely responsible for the confidentiality and use of your Login Credentials, as well as for any use, misuse, or communications entered through the Platform using your account. You will promptly inform us of any need to deactivate your Account. Treasury is under no obligation to accept any individual or entity as an Account holder, and may accept or reject any registrations in our sole and complete discretion. We will not be liable for any loss or damage caused by any unauthorized use of your account.
2. NO PROFESSIONAL ADVICE
YOU ACKNOWLEDGE AND AGREE THAT TREASURY DOES NOT PROVIDE YOU WITH INVESTMENT, FINANCIAL, LEGAL, OR TAX ADVICE, OR ANY OTHER PROFESSIONAL ADVICE, AND THE SERVICES ARE NOT INTENDED TO PROVIDE USERS ANY SUCH INVESTMENT, FINANCIAL, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. No employee, agent or representative of Treasury is authorized to provide any investment, financial, legal tax, or other professional advice pursuant to this Agreement, and any such advice, if given, is in violation of our policies, is unauthorized, and may not be relied upon.
3. SERVICES; USER CONTENT
Users may upload User Content (as defined below) to the Platform. You, and not Treasury, are entirely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials that you make available to Company, including by uploading, posting, publishing, transmitting or displaying through the Services, or otherwise making available to the Company by emailing or otherwise (collectively, “User Content”).
To the extent permitted by law, you and your licensors retain all copyrights and other intellectual property rights in and to your User Content.
4. RESTRICTIONS AND USAGE RIGHTS
The Services are available only to individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review the Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Services only with the consent of your parent or guardian.
Subject to the terms and conditions of this Agreement, Treasury grants you a limited, non-transferable, non-exclusive, license to access and use the Services and the Content for your personal, non-commercial use, and no other use is permitted without the prior written consent of Treasury. Treasury may terminate this license at any time for any reason, including, but not limited to, for violation any of the restrictions provided in this Section 4. When using or accessing the Services, you agree that:
- You will not upload, post, e-mail, message, transmit, or otherwise make available any content, including any User Content, that:
- infringes any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any person or entity;
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
- You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;
- You will not sell, transfer, assign, license, sublicense, or modify the Content or Services, or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content or Services in any way for any public or commercial purpose;
- You will not access or use the Services to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
- You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Services;
- You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express, written permission; provided, however, that we may grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Service for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- ·You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs, “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.
5. INTELLECTUAL PROPERTY
Except as expressly provided in this Agreement, Treasury and/or our licensors exclusively own all right, title, and interest in and to the Services and the Content, including all associated intellectual property rights. The Services and the Content are protected under both United States and foreign laws. Unauthorized use of the Services or the Content may violate copyright, trademark, and other laws.
You may access the Services and view all Content for your personal, non-commercial use, and no other use is permitted without the prior written consent of Treasury. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Content. We reserve the right to remove Content from our Services at any time for any reason without any notice to you.
If you violate any part of this Agreement, your permission to access the Services and the Content automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Treasury (the “Treasury Trademarks”) used and displayed on the Services are owned by Treasury. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Treasury Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Treasury Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
You hereby grant Treasury and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (a) to provide the Services and improve Treasury’s products and services, (b) in the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed, and (c) to disclose such User Content solely in an aggregated and anonymized format that does not identify User or any individual (“Aggregated Data”). Treasury shall own all Aggregated Data created from the User Content. You assume all risk associated with your User Content and the transmission of your User Content, and you have the sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
You acknowledge that Treasury may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Treasury’s or its third-party service providers’ servers on your behalf. You agree that Treasury has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Treasury reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Treasury reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
6. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
7. NO WARRANTIES; LIMITATION OF LIABILITY
THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES OR CONTENT WILL BE ACCURATE, OR OPERATE ERROR-FREE OR THAT THE SERVICES, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
TREASURY PROVIDES THE INFORMATION THROUGH THE SERVICES FOR INFORMATIONAL PURPOSES ONLY. NO INFORMATION SHOULD BE CONSTRUED AS INVESTMENT, FINANCIAL, TAX, LEGAL, OR OTHER PROFESSIONAL ADVICE. WE SHALL NOT BE LIABLE FOR RELIANCE ON ANY INFORMATION PROVIDED, OR MADE AVAILABLE, THROUGH THE SERVICES.
THE SERVICES AND CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES OR INCLUDED IN THE CONTENT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES, AND CONTENT, AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, OR THE CONTENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIFTY US DOLLARS ($50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
1. You hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions (collectively, “Permissions”) to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content, and any other works that you incorporate into your User Content and all the rights necessary to grant the Permissions you grant hereunder;
- Use of User Content in the manners contemplated in these Terms of Service shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You will use the Services in compliance with applicable law and are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
2. You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
9. EXTERNAL SITES.
The Services may provide links to services, websites, technology, and resources that are provided or otherwise made available by third parties (“External Services”). These links are provided solely as a convenience to you and not as an endorsement by us of such External Sites. Additionally, you may enable or log in to the Service via various online External Services, such as social media and social networking services. Your access and use of the External Services may be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use External Services on the websites or via the technology platforms of their respective providers. Any content of such External Services is developed and provided by others. We encourage you to review the privacy policies of the third parties providing External Services prior to using such services. You should contact the site administrator or webmaster for those External Services if you have any concerns regarding such links or any content located on such External Services. Treasury has no control over and is not responsible for such External Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through External Services, or on the privacy practices of External Services. You, and not Treasury, are responsible for the content, costs and charge of any External Services and do not make any representations regarding such External Services. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Services, you do so at your own risk. Treasury will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any External Services.
10. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
11. CHANGES TO THE AGREEMENT.
These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time with or without notice to you. Any such changes will be posted on the Services. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.
12. TERMINATION OF THE AGREEMENT.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and the Services, and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. Sections 2-17 shall survive the termination of this Agreement.
13. CONTROLLING LAW.
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
14. BINDING ARBITRATION.
In the event of a dispute arising under or relating to this Agreement, the Content, or the Services (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. EQUITABLE RELIEF.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. All such claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New York.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
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