Customer ("you"): person, firm or company who purchases Services from the Supplier.
Contract: the contract between the Customer and neiviit for the Subscription Services in accordance with these Terms.
Intellectual Property: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Subscription Plan: the periodically renewing plan selected by the Customer in his purchase order, setting out the Services to be provided by the Supplier (as well as the price and periodic basis for payment) in accordance with the Contract.
Free Plan: a free version of subscription with a number of limitations of use.
Upgrade/Downgrade: the upgrading or downgrading of the Customer's Subscription Plan to a lower or higher level, resulting in the availablity of different features, the arising of certain limitations, lower or higher amounts to be paid periodically by the Customer, etc.
Services: the API services to be provided by the Supplier under the Contract, as described in further detail (where relevant) throughout this website.
Supplier ("we", "our", "us"): Neivi Innovación Tecnológica, S.L. ("neiviit", "tokenchannel") registered in Madrid, Spain,with CIF/VAT number ESB87387775, with our main office at Calle Virgen de la Ribera 3, 28860 Paracuellos de Jarama, Madrid, Spain.
2. Basis Of Contract
2.1 A Customer's request through this Website for the provision of the Subscription Services constitutes an offer by the Customer to purchase the Services in accordance with these Terms & Conditions and any other applicable legal documents referred to herein.
2.2 The Customer's request to sign up through this website sets the point on which date the Contract between us shall come into existence ("Commencement Date").
2.3 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Subscriptions and Services
3.1 neiviit shall, during the Subscription Term, use reasonable endeavours to provide the Services in accordance with the Subscription Plan in all material respects and subject to these Terms.
4. Customer's Obligations
4.1 The Customer shall ensure to make use of the Subscription Services, the Website and the Content in accordance with these Terms & Conditions and shall be responsible for any breach (user-side) of these Terms & Conditions.
4.2 The Customer shall further co-operate with the Supplier in all matters relating to the Services; and provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects.
5. Charges and Payment
5.1 Free Services. Certain Services are provided to Customer without charge, as set forth in the pricing section of this website, at https://tokenchannel.io/pricing.
5.2 Pay-as-you-go Services. Certain Services are provided to Customer on a pay-as-you-go basis, as set forth in the pricing section of this website, at https://tokenchannel.io/pricing. These services are charged monthly after your plan subscription. If You do not provide Your credit card data to tokenchannel Your account will be suspended until payment information and charge authorization are provided. You will be promptly billed. Customers will be responsible for Pay-as-you-go-fees for any data usage of its monthly subscription. Regarding Api Usage, tokenchannel charges for the attempt of deliver. If tokenchannel returns an HTTP response error, this means that tokenchannel is unable to process Customer request and thus Customer will not be charged.
5.3 Pre-pay Services. Certain Services provided to Customer need positive balance on their account. Customer shall pay the Fees and Taxes and all other amounts payable through prepayments made by them on their Account. The Fees shall be calculated in accordance with the rates and pricing which TokenChannel shall make available. Customer shall not earn interest on any Credit Balance held by TokenChannel.
5.3 Payment method. A valid credit card and Invoice billing data are required to subscribe to pay-as-you-go services. tokenchannel bills You through a secure online account for use of the service. We have an SSL certificate that prohibits Your sensitive credit card information from being intercepted. Your complete billing information is not stored on tokenchannel servers. All Credit Card payments are being processed by Stripe Payments Europe, Ltd, located at C/O A&L Goodbody, Ifsc, North Wall Quay, Dublin 1.
5.4 Auto renew. Your subscription will renew automatically based on Your plan’s renewal cycle. tokenchannel provides an interface for the account owner to change credit card information (e.g., upon card renewal). As the account owner, You may obtain a receipt or invoice from within the website to be able to track the status of Your subscription. All subscriptions will automatically renew at the end of Your subscription period until cancelled by You. You will not receive further notice of auto-renewal.
5.5 Money back guarantee & refund policy.We do not generally refund cancelled contracts. For example, if Your contract is monthly and You request a refund after two days, no refunds will be admitted. No refunds are issued for setup charges, add-on charges, or overage charges. In case of AUP violations, any and all refunds are forfeit.
5.6.1 Customer is responsible for any Taxes, and Customer will pay tokenchannel for the Services without any reduction for Taxes. If tokenchannel is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides tokenchannel. If under the applicable tax legislation the Services are subject to local VAT, and the Customer is required to make a withholding of local VAT from amounts payable to tokenchannel, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that tokenchannel will receive payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
5.6.2 If required under applicable law, Customer will provide tokenchannel with tax identification information that tokenchannel may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse tokenchannel for) any taxes, interest, penalties, or fines arising out of any misdeclaration by the Customer.
5.7 Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to tokenchannel, tokenchannel will not issue a corrected invoice, but will instead issue a credit notice specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid,tokenchannel will apply the credit notice amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 30 days after being charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion oftokenchannel and will only be in the form of credit for the Services. Nothing in this Agreement obligates tokenchannel to extend credit to any party.
5.8 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay a Recurring Invoice the Supplier may:
- downgrade the Customer's Subscription to the Sandbox subscription; or
- terminate the Contract with immediate effect.
- suspend all or some Services until payment has been made in full;
6. Term and Termination
6.1 The Contract shall, unless otherwise terminated as provided in this clause, commence on the Commencement Date and shall be automatically renewed for each following billing period, unless:
- either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
- otherwise terminated in accordance with the provisions of these Terms;
6.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
- the other party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
- the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- the other party ceases, or threatens to cease, to trade; or
- the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
6.3 On termination of this agreement for any reason:
- all licences granted under the Contract shall immediately terminate;
- the Customer shall make no further use of any Content or the Subscription Services;
- neiviit shall cancel all user name, email addresses and passwords used in connection with the Customer's subscription so that the Customer is no longer able to access the Subscription Services;
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
- If the Customer terminates the Contract, neiviit shall not be obliged to refund any part of the Subscription Fees already paid by the Customer, unless the terms and requirements stated in 6.8.2 entitle the Customer to a partial or complete refund.
6.4 If not terminated by the Customer or Supplier, the Customer agrees that the Customer's contract will remain valid for each period and periodically renew as set out in the Subscription Plan.
6.5 The Customer may terminate the contract and the validity of the Customer's Subscription Plan, being aware that, any use of this service including any paid features set out on the Subscription Plan will become unavailable immediately, by:
- deleting his or her account; or
- canceling any Subscription Plan, remaining in unsubscribed state; or
- giving notice via e-mail to "email@example.com".
7.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
7.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
7.3 This condition shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
8. Force Majeure
8.1 neiviit shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of neiviit or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of neiviit or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
9.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
9.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
10.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11. No Partnership
11.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12. Third Parties
12.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
13. Governing Law
13.1 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Spanish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Spain.
Should you have any questions, complaints, or comments about this Service Agreement, this service, or website, or require further clarification of any kind, please do not hesitate to contact us.
Jan 13, 2020: Initial version