TRIXTA TERMS AND CONDITIONS

Last updated:  05 Apr 2019


Welcome to Trixta (“Trixta”, “Company”, “we”, “our”, or “us”). These terms of service (“Terms” or “Terms of Service”) govern your use of the website located at https://www.trixta.com (the “Site”), platform, and all related tools, applications, data, software, and other services provided by us (the “Services”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms and constitute a legally binding agreement between you and Trixta in relation to your use of the Services.


THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND SERVICES. BY ACCESSING OR USING THE SITE AND SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS. YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE. THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 14.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1 - ACCOUNTS

1.1 Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Trixta may suspend or terminate your Account in accordance with Section 12.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Trixta of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Trixta cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.3 Your responsibility for access by others. You are responsible and liable for any use of the Site or Services through your account, whether authorized or unauthorized (including, without limitation, any conduct by individuals having access to your account that would violate restrictions set forth in Section 2.2 or other requirements of these Terms applicable to you).

2 - ACCESS TO SITE AND SERVICES

2.1 License. Subject to these Terms, Trixta grants you a non-transferable, non-exclusive, revocable, limited license to (a) use the Site and Services (b) access the Site and Services and (c) compile data reports for research purposes from materials you access through the Site and Services solely for your own personal, noncommercial use.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services except as necessary to compile data reports for research purposes in accordance with Section 2.1(c) above; (c) you shall not access the Site in order to build a similar or competitive website, product, or service or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and (d) except as necessary to compile data reports for research purposes in accordance with Section 2.1(c) above or as otherwise expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not use the Site or Services to store or transmit computer viruses, works, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents or programs; (f) you shall not use the Site or Services to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the privacy or intellectual property rights of any third party; and (g) you shall not interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site or Services (or on any content displayed on the Site) must be retained on all copies thereof.

2.3 Compliance with Laws. In using the Site or Services, you shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information.

2.4 Modification. Trixta reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you. You agree that Trixta will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.5 No Support or Maintenance. You acknowledge and agree that Trixta will have no obligation to provide you with any support or maintenance in connection with the Site.

3 - INTELLECTUAL PROPERTY

3.1 Ownership. You acknowledge that all rights, title and interest in, an intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, Site and its content are owned by Trixta or Trixta’s suppliers. Neither these Terms (nor your access to the Site or use of the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section ‎2.1. Trixta and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.2 Feedback. If you provide Trixta with any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to Trixta all rights in such Feedback and agree that Trixta shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Trixta will treat any Feedback you provide to Trixta as non-confidential and non-proprietary. You agree that you will not submit to Trixta any information or ideas that you consider to be confidential or proprietary.

4 - DISCLAIMERS

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND TRIXTA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU OR USERS OF YOUR ACCOUNT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5 - FURTHER DISCLAIMERS

Without limiting the generality of Section 4, neither Trixta nor its affiliates or licensors will have any responsibilities or liability with respect to the following: (a) the Service could be impacted by one or more regulatory inquiries or actions, which could prevent or limit the ability of Trixta to continue to develop or provide the Services, or for you and your users to use the Services, (b) Trixta has no obligation to update the Services or its underlying platforms and networks to address, mitigate, or remediate any security or other vulnerabilities in the Services, or such platforms or networks, and (c) portions of the Services or any other underlying networks and platforms may rest on open-source software, and there is a risk that weaknesses or bugs that may be introduced in the infrastructural elements of the Services or any other underlying networks and platforms, which may result in security vulnerabilities, data loss, damage, destructions, disclosure, or other compromise.

6 - INDEMNIFICATION

You agree to indemnify and hold Trixta (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site and Services, (b) your violation of these Terms, or (c) your violation of applicable laws or regulations. Trixta reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Trixta. Trixta will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7 - THIRD PARTY LINKS & ADS; OTHER USERS

7.1 Release. You hereby release and forever discharge Trixta (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

7.2 Third Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms. The Terms of Service will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Trixta, except and solely to the extent expressly stated in these Terms.

8 - LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRIXTA (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF TRIXTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE THOUSAND US DOLLARS (U.S. $1000). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9 - CRYPTOGRAPHIC SYSTEMS

By using the Services, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of public/private key cryptography, native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard (https://github.com/ethereum/EIPs/issues/20), and blockchain-based software systems.

10 - PLATFORM SECURITY

We are an early stage platform. You acknowledge that applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any available code provided by the Services. You further expressly acknowledge and represent that Ethereum applications can be written maliciously or negligently, that we cannot be held liable for your interaction with such applications. These warnings and others later provided by us in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing the Site and Services.

11 - COPYRIGHT INFRINGEMENT

If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide Trixta a written notice containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest, (b) a description of the copyrighted work or other intellectual property that you claim has been infringed, and (c) a description of where the material that you claim is infringing is located on the Site.

Trixta can be reached at:
Email: feedback@trixta.com
Subject Line: Copyright Notification

12 - TERM & TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use the Site and Services. We may suspend or terminate your rights to use the Site and Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Services will terminate immediately. Unless expressly discussed herein, Trixta will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections ‎2.2 through ‎2.5, Sections ‎3, 6, 8 and Sections 11 through 14.

13 - THIRD PARTY LINKS; OTHER USERS

Third-Party Links. The Site may contain links to third-party websites and services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Trixta, and Trixta is not responsible for any Third-Party Links. Trixta provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

14 - GENERAL

14.1 Changes. These Terms are subject to occasional revision, and if we make any changes, we will change the Last Updated date above. Continued use of our Site following such notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

14.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Trixta and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

14.2.1 Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Service operations, intellectual property, and our services, shall be settled solely by binding arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Cape Town South Africa, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in Cape Town, South Africa necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through arbitration.

14.2.2 THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Trixta in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

14.2.3 If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

14.2.4 Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

14.2.5 Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

14.2.6 Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

14.3 Export. The Site and Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Trixta, or any products utilizing such data, in violation of the United States export laws or regulations.

14.4 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

14.5 Electronic Communications. The communications between you and Trixta use electronic means, whether you use the Site or send us emails, or whether Trixta posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Trixta in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Trixta provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard-copy writing. The foregoing does not affect your non-waivable rights.

14.6 Entire Terms. These Terms and any applicable Order constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Trixta is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Trixta’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Trixta may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.