Tacen Exchange Terms of Service

Terms of Service

“Testnet” (“Testnet”) is a web-hosted user interface created by Tacen Inc., a Delaware corporation (“Tacen Exchange,” “we”, “our”, or “us”). Testnet provides access to a decentralized settlement layer developed by Project TXA that allows users to trade certain digital assets (the “TXA Decentralized Settlement Layer” or the “DSL”). Testnet is intended for purposes of Tacen product testing and external user feedback—assets traded on Testnet carry no real-world value. Testnet is one, but not the exclusive, means of accessing the DSL. Tacen Exchange is not a party to any agreement or contract proposed or entered between users of Testnet, including any agreement or contract related to the exchange of digital or other assets.

This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions by which you may access and use Testnet. By accessing or using Testnet, you acknowledge that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you may not access or use Testnet and should not use Testnet.

Modification of this Agreement

We may, in our sole discretion, modify or update this Agreement at any time. If we modify or update this Agreement, we will notify you by (i) updating the date at the top of the Agreement and (ii) maintaining a current version of the Agreement publicly accessible on our website. All changes to this Agreement will be effective at the time they are posted, and your continued access to or use of Testnet confirms your acceptance of those changes. If you do not agree with any modifications to this Agreement, you may not continue to access or use Testnet.

Eligibility

By accessing or using Testnet, you represent that you have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement. If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the full legal authority to bind the company or other legal entity to the terms of the Agreement.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or agent of an entity organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access to and use of Testnet fully complies with all applicable laws and regulations, and that you will not access or use Testnet to conduct, promote, or otherwise facilitate any illegal activity in any jurisdiction.

• We may prohibit access to Testnet in the following jurisdictions:

• Any jurisdiction that is subject to the sanctions programs administered by the U.S. Treasury and other governing bodies.
• The U.S. states of New York, New Jersey, California, and Vermont.
• Any jurisdiction that we may determine poses elevated financial risk, legal liability, or violates card network or bank policies.

You agree that you will not use a proxy server or virtual private network (“VPN”) to access Testnet. We may employ proxy server or VPN-blocking technology to prohibit you from circumventing our geographic restrictions.

Proprietary Rights

We reserve all rights to intellectual property in Testnet and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. Unlike Testnet, versions of the DSL and underlying smart contract protocols are comprised entirely of open-source or source-available software running on public blockchains (e.g., the open source contract code for the TXA token available at https://etherscan.io/address/0x4463e6a3ded0dbe3f6e15bc8420dfc55e5fea830#code or the Uniswap smart contract protocol available at https://github.com/Uniswap/v2-core).

Additional Rights

We reserve the following rights to be exercised in our sole discretion: (a) with or without notice to you, to modify, substitute, eliminate or add to Testnet; (b) to review, modify, filter, disable, delete and remove any and all content and information from Testnet; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Privacy

When you access or use Testnet, we may collect your blockchain wallet address, completed transaction hashes, and the token names or other blockchain identifiers of the tokens that you swap.

To help enhance your use of Testnet, we may also collect certain information when you use or access Testnet or our website(s). For instance, our website(s) and Testnet may use “cookies,” tagging, and other tracking technologies to collect information, including computer and connection information such as your internet protocol (IP) address, referral URL, browser type, device identifiers, internet service provider, operating system, the date and time of your use of Testnet or website(s), the general manner in which you navigate Testnet or website(s), and other standard server log information.

We reserve the right to use third-party service providers that may receive or independently obtain your personal information from publicly-available sources. We do not control how these third parties handle your data and you should review their privacy policies to understand how they collect, use, and share your personal information. By accessing and using Testnet, you understand and consent to our data practices and our service providers' treatment of your information.

We may use information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on Testnet or our website(s). For these purposes, we may share the information we collect with blockchain analytics providers or similar service providers. We share information with these service providers only so that they can help us promote the safety, security, and integrity of Testnet. We do not retain the information we collect any longer than necessary for these purposes.

Please note that when you use Testnet, you are interacting with Ethereum or other public blockchains, which provides transparency into your transactions. Tacen Exchange does not control and is not responsible for any information you make public on the Ethereum blockchain through your use of Testnet or otherwise.

Using Testnet

In certain circumstances, we may require you to register for an account to use Testnet (“Interface Account”). By using an Interface Account you agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from us. You are fully responsible for all activity that occurs under and losses resulting from your use of your Interface Account. We may, in our sole discretion, refuse to open an Interface Account, or limit the number of accounts that you may hold or suspend or terminate any Interface Account.

During registration for your Interface Account or thereafter upon our request, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information.

The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number), your source of funds and financial information, and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. Tacen Exchange shall not be liable for any losses resulting from or arising out of transaction delays on Testnet.

Prohibited Activity

• You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of Testnet:

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, includind providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
• Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including the restrictions and regulatory requirements imposed by U.S. law.

Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission (“SEC”) as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades.

No Warranties

TESTNET IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF TESTNET, THE DSL, OR RELATED PROTOCOLS IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO TESTNET, THE DSL, OR RELATED PROTOCOLS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN TESTNET WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT TESTNET, THE DSL, OR RELATED PROTOCOLS WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING TESTNET OR THE DSL. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING TESTNET, THE DSL, OR RELATED PROTOCOLS.

Non-Custodial and No Fiduciary Duties

Whether using an Interface Account or not, Testnet is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement. Should a court of competent jurisdiction or adjudicator find that this Agreement or your use of Testnet creates any fiduciary duty of us to you, such duty shall be limited to the fullest extent permitted by law.

Compliance Obligations

Testnet is operated from facilities within the United States. Testnet may not be available or appropriate for use in other jurisdictions. By accessing or using Testnet, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Assumption of Risk

By accessing and using Testnet, you acknowledge and represent that you understand:

• the risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage of, and risks associated with digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Request for Comment (ERC) Standards, including, but not limited to, ERC-20, ERC-721, ERC-777, ERC-1155, and ERC-827;
• the digital and other assets exchanged on Testnet are deployed and intended for product testing purposes and do not have value as may be attributed to other digital assets;
• Testnet contains wallet addresses that are also deployed on the Tacen Mainnet, and that you assume all liability for losses associated with your use of Mainnet addresses in conducting transactions;
• blockchain-based transactions are irreversible;
• the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time; and
• we are not responsible for any of the aforementioned variables or risks, do not control the DSL or related protocols with which Testnet interacts, and cannot be held liable for any resulting losses that you experience while accessing or using Testnet. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using Testnet to interact with the DSL and related protocols.

Third-Party Resources and Promotions

Testnet may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. We do not endorse or assume any responsibility for any such resources. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly waive and release us from any and all liability arising from your use of any such resources.

Taxes

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through Testnet and the DSL, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities in your jurisdiction.

Release of Claims

You agree that you assume all risks in connection with your access to and use of Testnet and your interaction with the DSL and related protocols. You further waive and release us from any and all liability, claims, causes of action, damages, or losses arising from or in any way relating to your use of Testnet and your interaction with the DSL and related protocols.

If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of Testnet, the DSL, or related protocols; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of Testnet, the DSL, or related protocols with your assistance or using any device, account, or token wallet that you own or control.

Limitation of Liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of Testnet, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of Testnet or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of Testnet; (c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to Testnet, the DSL, or any related protocols; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through Testnet, the DSL, or related protocols; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through Testnet, the DSL, or related protocols; and (g) the defamatory, offensive, or illegal conduct of any third party. UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US IN EXCHANGE FOR ACCESS TO AND USE OF TESTNET. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. This limitation of liability shall apply to the fullest extent permitted by law.

Dispute Resolution

We will use commercially reasonable efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@tacen.com so that we can attempt to resolve it without resorting to formal dispute resolution. If we are not able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth in the following paragraph.

Any claim or controversy arising out of or relating to Testnet, this Agreement, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You acknowledge and agree to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in the state of Wyoming, we agree in writing to hold it elsewhere. Unless we agree in writing otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Class Action and Jury Trial Waiver

YOU MUST BRING ANY AND ALL DISPUTES AGAINST US IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN OR MEMBER OF ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS PROVISION APPLIES TO CLASS ARBITRATION. YOU AND WE BOTH AGREE TO WAIVE THE RIGHT TO DEMAND A TRIAL BY JURY.

Governing Law

You agree that:

• the laws of the Wyoming, without regard to principles of conflict of laws, govern this Agreement and any Dispute;
• Testnet shall be deemed to be based solely in the State of Wyoming, and that although Testnet may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Wyoming;
• any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act; and
• the federal and state courts of the state of Wyoming are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.

Entire Agreement

The terms of this Agreement constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court or arbitrator may modify this Agreement to affect the original intent of the parties as closely as possible in order that the services or transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Waiver of Rights

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Tacen Exchange. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. These Terms shall not be construed to waive rights that cannot be waived under applicable state laws in the state where you are located.

Service Provider

Tacen Exchange is a service provider for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Tacen Exchange to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Tacen Exchange to be treated as the agent of the other.

Force Majeure

We shall not be liable for delays, failures to execute trades, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, denial of service attacks, hacking, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is substantially beyond our control or not directly caused by us and shall not affect the validity and enforceability of any remaining provisions.

Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to Testnet (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

Contact Information

If you have any questions about or wish to modify these Terms or the Services, please contact Tacen Exchange at legal@tacen.com or by registered or certified mail to the following address:

Tacen Inc.
Attn: Legal Department
211 W 19th St
Cheyenne WY, 82001