Terms and Conditions
Chapter 1: General Provisions
Article 1. Purpose
The purpose of this terms and conditions is to stipulate the rights, obligations and other matters between Talken GmbH (hereinafter the "Company") and members in regard to use of Talken Wallet service provided by the Company.
Article 2. Definition
The terms herein shall be defined as follows:
"Talken Wallet" refers to the blockchain-based keyless digital wallet service provided by the Company to Members. It also refers to as "Service" hereinafter.
"Blockchain" refers to the technology that consecutively adds blocks which contain electronic data into a chain, and the decentralized method of data storage by which the transactions are recorded on an open ledger, and then copied into each computer participating in the blockchain network.
"Assets" refer to assets which are processed and distributed by Blockchain and can be traded on Blockchain network, including but not limited to, cryptocurrencies, digital tokens and NFTs.
"Wallet" refers to an e-wallet to store and manage Assets of its user and to send and receive the Assets (hereinafter "Transmit").
"Wallet Address" refers to the unique identifying address that exists on the Wallet.
"Distributed Code" refers to a mathematically encrypted piece operated as a private key when certain conditions are met, and required for issue of Wallet Address, transaction of Asset and recovery of the Distributed Code, etc.
"Distributed Code Holder" refers to an individual, organization or entity other than the Member or the Company who keeps the Distributed Code with consent of the Member.
"Member" refers to a user who enters into the Service Agreement with the Company pursuant to the provisions of this Terms and Conditions and uses the Service.
"Account" refers to a service account created for the purpose of identity verification, management of the right of use, etc. provided to the Members who agree to this Terms and Conditions and enter into Service Agreement with the Company.
"Third Party Service" refers to a service provided to the Member by a third party not owned or controlled by the Company, which the Member may access or use through the Service. The provider of Third Party Service is referred to as "Third Party Service Provider", and the terms and conditions that are the rights and obligations regarding the Third Party Service stipulated by the Third Party Service Provider are referred to as "Terms and Conditions of Third Party Service". The Third Party definitions under this paragraph include Affiliate unless mentioned otherwise.
"Affiliate" refers to an entity having a partnership with the Company among the Third Party Service Provider prescribed in the Paragraph 10, and providing service affiliated with the Company to the Member. The service provided by the Affiliate is referred to as an "Affiliate Service", and the terms and conditions stipulating the rights and obligations regarding the Affiliate Service are referred to as "Terms and Conditions of Affiliate Service".
Article 3. Effect and Modification of Terms and Conditions
This Terms and Conditions shall be posted on the relevant service page or notified to the Members in other proper ways, and shall come into effect when the Member has agreed to this Terms and Conditions. The Member who does not agree to this Terms and Conditions cannot use the Service.
The Company, if deemed necessary for its business or internal issues, can modify this Terms and Conditions. In such case, the modification details shall be announced or notified by the Company at least seven (7) days prior to the effective date. If the foregoing modification is material or unavoidably operates to the Members' disadvantage, the Company shall individually give the notice thereon, at least thirty (30) days prior to the effective date, to email address via email or to other means. The Member has a right not to agree on the modified Terms and Conditions, and the Company may terminate the Service Agreement, or not provide the applicable Services that are subject to the modified Terms and Conditions to the Member.
The Member shall be deemed to have consented to the modification unless the Member explicitly expresses refusal, after the Company, during the announcement or notification of the modified Terms and Conditions, explicitly informed or notified the Member that the consent to modification will be presumed unless the Member has expressed the intention to refuse by the effective date.
Unless the Company requests to agree on separate terms and conditions, this Terms and Conditions will be applied to a new service of the Company.
Article 4. Notice
If necessary, the Company may individually notify the Member using a reasonable means such as email to the email address registered by the Member.
The Company can instead thereof publish an announcement intended for all or majority of the Members on the Service page. If the announcement includes a modification that is material or unavoidably operates to the Members’ disadvantage, the Company will also individually give the notice thereon, at least thirty (30) days prior to the effective date, to the email address registered by the Members via email or to other means.
For the notification or announcement provided under this Article, the Company shall not be responsible for any errors or failures to receive them caused by the Member such as entering wrong contact information or blocking the Company’s email address.
Article 5. Additional Terms and Third-Party Services
The Company may provide separate terms and conditions or operation policies for specific services within Talken Wallet. In such cases, those specific terms and conditions or policies shall take precedence over these Terms and Conditions for the relevant services.
Talken Wallet may include or provide access to services, content, or features offered by third parties ("Third-Party Services"). The use of such Third-Party Services may be subject to separate terms and conditions provided by the third-party service providers.
In case of any conflict between these Terms and Conditions and the terms and conditions of Third-Party Services or specific services with separate terms, the latter shall prevail for the relevant services.
The Member acknowledges and agrees that the Company is not responsible for Third-Party Services, and the Member's use of such services is at their own risk. The Company does not endorse, warrant, or guarantee the products or services offered by third-party providers and is not liable for any damages or losses caused by the Member's use of Third-Party Services.
The Member is responsible for reviewing, understanding, and complying with the separate terms and conditions that apply to any specific services or Third-Party Services they choose to use within Talken Wallet.
The Company reserves the right to modify, suspend, or discontinue the integration of any Third-Party Services within Talken Wallet at any time without prior notice.
Any matters that are not prescribed in this Terms and Conditions shall be subject to the relevant laws and regulations.
Chapter 2: Sign-up and Withdrawal for Membership
Article 6. Formation of Service Agreement
The Service Agreement shall come into effect after the Company approves for sign up for the Service by the Member who has agreed to this Terms and Conditions. The Company may ask the Member to confirm the information provided.
The Member with intention to use the Third Party Service shall agree on the Terms and Conditions of Third Party Service, and obtain the right to use the Third Party Service. The Terms and Conditions of Third Party Service shall be applied to the Third Party Service.
The Company may refuse or withdraw approval on the application for sign up, for any of the following cases:
The applicant is under 14 years of age;
The applicant has entered false information in process of sign up;
Any hacking attack or other accident has occurred;
The applicant is a resident of a country where the Service is not provided;
The applicant is involved in or likely involved in an illegal act such as money laundering, terrorist financing or unfair business practice;
It is difficult to approve the application due to the relevant laws and regulations, supervisory regulations, guidelines of supervisory agencies, or the Terms and Conditions of the Company and Affiliate;
The use of Service is deemed to be intended for acts against public order and/or good morals and manners;
It seems hard for the Company to approve the application due to facility, technical or operational issues; or
The required documents or information have not been submitted, or any other reasons that the sign up for the membership is deemed inappropriate.
Article 7. Termination of Service Agreement and Restriction on Use
The Member can apply for termination of the Service Agreement at any time. The Company will take actions accordingly in as prescribed under the relevant laws and regulations and policies of the Company. Provided, however, that the Member shall transfer all the Assets in the Service before applying for the termination.
In spite of the termination of Service Agreement, the information recorded in Blockchain, such as the Wallet Address, will not be deleted. However, the Company will process the personal information recorded in the Blockchain by using the Service as the information corresponding to the Article 58-2 of the Personal Information Protection Act and make it unrestorable.
The Company may terminate the Service Agreement or restrict the use of Service in accordance with the Article 8, if a case falls under any of the following cases:
Provided that the Company finds a reason to refuse the sign up of the Member in accordance with the Paragraph 3 of the Article 6;
Provided that the Member materially breaches this Terms and Conditions during the Service use by an act which includes the Paragraph 5 of the Article 14; or
For other reasons that it is deemed necessary to refuse to provide the Service under the Subparagraph 1 and 2.
In the event of the termination of the Service Agreement, the withdrawal of membership, or the restriction on use of the Service, The Member cannot be able to use the Service in whole or in part, and the Third Party Service associated with the Service. However, the Third Party Service may be available in accordance with the Terms and Conditions of Third Party Service and its policies. The Member shall check each detail of the Terms and Conditions of Third Party Service and its policies.
Article 8. Procedure for Termination and Restriction on Use by Company
Before the Company terminates the Service Agreement or restricts use of the Service under the Article 7, the reason, date and period of the termination or restriction will be notified to the Member in writing. Within thirty (30) days from receiving the notification, the Member can appeal to the Company, if the termination or imposed restriction is dissatisfied. Provided, however, that, if the Member violates the current laws and regulations or causes damage to the Company by willful misconduct or gross negligence, the Company may terminate the Service Agreement or impose restriction on use of the Service without prior notice.
Where a war, incident, natural disaster, or equivalent emergency occurs or may occur, the Company may terminate or suspend the Service Agreement in whole or in part, without the procedure prescribed in the Paragraph 1.
The Company will immediately lift the restriction on use when the comment of the Member is deemed reasonable or when the reason for the restriction has been resolved during the restriction period.
Chapter 3: Protection of Information
Article 9. Protection of Personal Information
The Company may collect personal information to provide the Service only within the purpose and the scope agreed by the Member.
The Company shall exert every effort in protecting the personal information of the Member in accordance with laws and regulations to protect the personal information and the Privacy Policy posted on the Service page.
When the Member uses Third Party Service, the privacy policy of the Third Party Service, not of the Company will be applied. If a Third Party Service Provider collects personal information directly from the Member and use it, the collection and use of the personal information is irrelevant to the Company so that the Company has no responsibility for its acts at all.
Chapter 4. Use of Service
Article 10. Service in Details
The Service provided by the Company is as follows.
Storage of distributed code and management of walleta.
The Service enables the Member to create three (3) Distributed Codes to issue Wallet Address, and to use for Transmit the Assets, payment for contents, electronic sign, etc. One of the Distributed Codes is stored in a device of the Member, and the Company and Distributed Code Holder separately keep each Distributed Code. The Member shall securely maintain the Distributed Code in a safe way not to be exposed to others.
The Company may provide live market value information of the Member’s Assets. The Member shall understand the Company simply delivers and displays the market value information provided by a third party solely for the convenience of the Members, and shall accept that the information may not reflect the current, accurate live market value of any or all the Assets of the Member, and that the Company shall not be liable for an error of the information caused by any reason without its willful misconduct or material negligence, including but not limited to the value fluctuation, circumstance of network or a third party.
The Company provides no warranty on credibility, etc. of Assets and the networks that the Member may access or trade through the Service and the Company is not responsible for any risks related to them unless it is occurred by its willful misconduct or material negligence. The Member shall check the information relating to the transaction and expressly assume full responsibility for all of the risks of transactions with the Asset.
The Service for each Asset may be suspended by the Company with a notification to the Member under the Article 4, if it is required by the relevant laws and regulations, government orders, investigation agency or if the Asset has a material issue related to its transaction such as closure of business.
Transfer of Asset
The Service enables the Member to transfer Assets through the Wallet Address. Member shall be solely responsible for the accuracy of the Wallet Address to be transferred to. The Company shall not be liable for any failures or losses as a result of transferring Assets to the address that is wrongly indicated by the Member.
The Company does not have control over Blockchain but just submits the Member’s order to Blockchain network to transfer Assets. Member shall understand and accept that the transaction may be unsuccessful or delayed depending on the circumstances of the Blockchain network, and be responsible to check the transaction history individually.
The transaction cannot be reversed by the Member once it has been broadcasted on the relevant network. Provided, however, depending on the type of the Asset, the transaction cannot be reversed even before its broadcast so that the Member shall check and understand the policies of each Asset. The Company shall not be responsible for that the Member is not able to cancel or revoke the order for a transaction and the transaction without its willful misconduct or material negligence.
To transfer the Assets, the fees, which are not refundable, including but not limited to gas fees will be charged by the Blockchain network and/or the Company. The fees charged by the Blockchain network and the fees charged by the Company are separate and are respectively determined by the policies of the Blockchain network and of the Company. The Company will post information about the fees before the relevant transaction.
NFT Trading between Users 1. The Service enables Members to trade NFTs with other Members. 2. The Company provides only the platform for NFT trading and does not guarantee the value, authenticity, or legitimacy of NFTs. 3. All NFT trades are final and irreversible once completed.
Reward System 1. Members may earn rewards for using the Service and participating in marketing activities. 2. Rewards can be redeemed for cryptocurrency according to the Company's policies. 3. The Company reserves the right to modify the reward system at any time.
Provision of Third Party Service and Method of Payment Approval 1. The Member may access or use the Third Party Service including the Affiliates Service through the Service. When the Member confirms a transaction with electronic signature used by the Distributed Code, the Company allows the transaction to be submitted to the Blockchain network. 2. The use of Third Party Service is subject to separate operation policies such as the Terms and Conditions of Third Party Service agreed by the Member. The Company may provide the Member with information of and links to the Third Party Service. Provided, however, that the Company does not act as agent or nominee on behalf of any Third Party Provider, nor provide a warranty, implied or expressed, on accuracy and credibility, etc. of the Third Party Service and any information provided by the Third Party Service Provider. The Company shall not be liable for any loss and damage of the Member caused by the Third Party Service without its willful misconduct or material negligence. 3. The Affiliate may provide the Member with a payment method of a Third Party Service. The Affiliate Service may differ in content, provider, and scope of support for each service. Before proceeding with the payment, the Member shall fully understand the contents of the Affiliate Service and Third Party Service through the Terms and Conditions of Affiliate and the Terms and Conditions of Third Party Service, and their related operation policies. Provided, however, depending on the relevant policies of the Affiliate Service and Third Party Service, the payment cannot be canceled or revoked before or after the completion of the payment so that the Member shall check and understand the policies respectively. The Company shall not be responsible for that the Member is not able to cancel or revoke the payment without its willful misconduct or material negligence.
Other incidental or newly added services
The Service may be subject to change in the content and the scope of the services due to circumstance of the Company, partnership with the Third Party Service Provider and its service policies, etc.
A Specific software and programs, access to a wired and wireless network such as internet is required to use the Service and the forementioned factors might be necessary to be updated or upgraded from time to time.
Paid Services
Some Services may be provided at a cost. The Company will clearly inform Members about paid services, their fees, and conditions. These may be subject to change, and any changes will be communicated to Members in advance.
Article 11. Service Hours, Restriction on and Modification of Use of Service
The Company will, in principle, provides the Service 24/7/365, unless there is any particular problem with its business or technology.
The Company may restrict the Service hour described in the Paragraph 1 after prior notice to the Members with reasons such as regular or provisional check for equipment maintenance of the Service.
The Company may temporarily suspend the Service in whole or in partor permanently close the Service due to avoidable reasons such as urgent check for equipment maintenance, equipment failure, traffic overload, suspension of Asset market, natural disaster, national emergency, government policy, power failure or other force majeure events.
Suspension of the Service caused by any of the foregoing reasons shall be notified in advance or announced in the method prescribed in the Article 4. However, if the prior notice or individual notice is significantly difficult due to an unavoidable reason, the notice will be made after the reason is resolved.
If there is a material change in the Service contents, usage method, etc., the Company shall post the reason for the change, the details of the Service to be changed, and the date of change, etc. on the Service page, or give the Members a prior notice or individual notice above. However, if the prior notice or individual notice is significantly difficult due to an unavoidable reason, the notice will be made after the reason is resolved. Unless the Member agrees to the aforementioned changes, the Company may terminate the Service Agreement at any time with explicit refusal to accept the changes.
Some of the Services may be provided at a cost. The paid services' fees and conditions may be added or changed at any time.
Article 12. Advertisement
The Company may provide advertising and promotional information about third parties or their services for commercial purposes to the Member by posting on the Service page. Here, the Company only delivers the information and does not provide any warranty, expressed or implied, on the advertisements and promotion information of third parties’ services. Thus, the Company shall not be responsible for the advertising and promotional information without its willful misconduct or material negligence.
Chapter 5. Obligations
Article 13. Obligations of Company
The Company shall exert effort in providing stable Service in accordance with this Terms and Conditions.
The Company handles comments raised by the Member according to proper procedure and may communicate the process of handling and the results to the Member.
The Company shall maintain thorough security of the Member's information and uses it only for the purpose of providing, operating or improving Services. The Company shall not transfer the Member's information to any other entity or individual for any other purpose, unless agreed by the Member or permitted by the relevant laws and regulations
Article 14. Obligations of Member
The Member shall abide by relevant laws and regulations, this Terms and Conditions, operation policies and user guide of the Company and other matters that posted or notified by the Company and Affiliate.
The Member shall use the Member’s own current information. The Company shall not be responsible for any disadvantages caused by not entering the contact information or not updating the changed contact information.
The Member shall keep and manage the device for the Service such as a cellphone and application, and pay sufficient attention to prevent steal, forgery, tampering, hacking, and loss of the device. The Member shall be solely responsible for managing the Member's own Account of the Service. When the Member who recognizes an illegal use of the Account shall notify the Company of it.
The Member shall be responsible for any advantages caused by any negligence of the Member such as loss of Account or Distributed Code, and the Company shall not be responsible for them without its negligence.
The Member must not:
Enter false fact while applying or modifying during the Service use, inappropriate or unjustifiably use the other Members' email address, etc.;
Violate other rights of the Company or of a third party including copyright;
Register or circulate computer viruses or other malicious software to cause malfunction of equipment;
Do an act causing malfunction of service-related facilities or destruction of information or confusion, etc.;
Change any information to provide oneself or others with proprietary benefits, or to damage others;
Use the Service in a manner other than for which the Service is provided; or
Other acts violating laws, against public order and/or good morals and manners.
Manipulate the reward system or attempt to earn rewards through fraudulent means.
Engage in NFT trading without verifying the authenticity and legitimacy of the NFTs.
If the Member fails to abide by the obligations under this Article, the Company is entitled to restrict or permanently suspend the Member’s use of the Service or may make civil or criminal action against the Member. The Company shall not be responsible for any disadvantages or damages incurred by the case above without its willful misconduct or material negligence.
Chapter 6 Rights
Article 15. Right to Use, etc.
All patents, copyrights, and other intellectual property rights to the Service and all data related to the Service are retained by the Company. The Company grants the Member the non-exclusive and non-transferrable license to use the Service.
The Member is, in principle, prohibited from engaging in any infringement in the Company’s intellectual property rights to the Service, or from creating derivative works of the Service.
The Member is also prohibited from removing or changing any information on rights such as proprietary notices, marks or labels from Service. Except as expressly authorized under this Terms and Conditions, the Member shall not reverse engineer, decompile, and disassemble the Service.
Without prior written consent of the Company, the Member shall not translate, re-distribute, re-transmit, publish, sell, rent, lease, trade, resell, pledge, mortgage, transfer, revise, modify or expand all or any part of the Service. Such acts may constitute an infringement of the copyright and will be therefore subject to civil and criminal liabilities.
The information collected during the Service use may be used to improve and enhance the quality of the Service, to develop new Services and other purposes with a consent of the Member.
Article 16. Open-Source Software
The Service may include a specific software or library using open-source software. In this case, the license to the open-source software is granted to the Member in accordance with the terms and conditions of its proprietary license applicable.
The Member can find the details of the terms and conditions of individual licenses and related documents, other data, indication of copyright, etc., on the Service page, which may be changed by the licensors without separate notification or notice. In case that there is any conflict between this Terms and Conditions and the terms and conditions of open-source software, the terms and conditions of the open-source license shall prevail.
The open-source software is distributed in the expectation that it will be useful to the Member. Nevertheless, the Company does not provide a warranty, implied or expressed, on whether it is fit for a specific purpose or that it can be used for sale. The Company shall not be liable for any and all losses arising out of the Member’s use of the open-source software with out its negligence.
Chapter 7. Dispute Settlement, etc.
Article 17. Governing Law and Jurisdiction
Any dispute arising between the Company and the Member from the use of the Service and this Terms and Conditions shall be governed by the laws of the Republic of Korea.
Only the courts of the Republic of Korea have jurisdiction over all disputes related to the use of Services, and the courts with jurisdiction are determined in accordance with the Civil Procedure Act.
Article 18. Damage
The Company will compensate for damage caused by its negligence in accordance with the relevant laws and regulations.
The Member shall compensate for any loss and damage of the Company, a Member and a third party caused by the Member’s violation of any policies posted or notified by the Company, including but not limited to this Terms and Conditions, operation policies and rules, or the relevant laws and regulations. If the Company gets involved in any kind of claim including a lawsuit filed by a Member or a third party for damages caused by the Member, the Member shall hold harmless and indemnify the Company at the Member’s own responsibility and expense, otherwise, the Member shall compensate for any loss and damage of the Company. Provided, however, that the Company shall be responsible for loss and damage of the Member occurred by its negligence.
The Company will not compensate the Member for any disadvantages or damages caused by change, suspension or termination of the Service due to an internal ground of the Company, unless otherwise required by laws.
Article 19. Risk of Assets and Transaction and Indemnification
The Member shall fully understand and agree on the following:
The value of the Assets is highly volatile and may be rapidly changed. Thus, the holders of Assets may suffer a huge loss. The Company does not guarantee the value of the Assets;
The Company does not guarantee the suitability, safety, integrity and etc. of the Assets and networks;
Information recorded in the Blockchain is difficult to be deleted. Thus, it might not be possible to cancel a transaction or delete the information and etc.;
The Assets can be adversely affected by Blockchain network's upgrade, operation or suspension of hard fork, etc.;
Regulations on the Assets such as Blockchain and cryptocurrency are uncertain, and new regulations or policies might have a substantial impact on the potential usefulness, value, and stability of the Assets. In other words, the Service, in whole or part, can be changed or terminated in accordance with the instructions, recommendations of the government or regulators, or the relevant laws and regulations; and
There are risks associated with system and communication such as hardware, software and networks, and with use, transmission and storage of the internet-based Assets, including but not limited to hacking, malicious software inflows, unauthorized access to a third party’s information and wallets.
NFTs traded on the platform may be subject to high volatility and legal uncertainties. The Company does not guarantee the future value, uniqueness, or legitimacy of any NFTs traded on the platform.
Rewards have no cash value until redeemed and the redemption process is irreversible. The Company is not responsible for any loss of assets due to the Member's error in the redemption process or changes in cryptocurrency value after redemption.
The Company shall not be responsible for damages that are caused by carelessness or negligence of the Member, that are not predictable for the Company, or that are relating to civil or criminal issues between the Member and a third party without the Company's negligence.
The Company shall not be responsible for the loss of revenue expected by the Member using the Service. In addition, the Company does not guarantee the accuracy of any materials provided through the Service and is not responsible for any related damages. Provided, however, that the Company shall be responsible for damages occurred by its negligence.
The Member shall be responsible for all matters including but not limited to storage, prevention for theft and loss of Wallet Address, Distributed Code, Assets, Account information, etc. and the Company shall not be responsible for any loss or damage without its negligence.
With regard to the Service and all the data included therein, the Company disclaims,within the scope permitted under the relevant laws and regulations, any warranties, expressed or implied, including the warranties of merchantability, fitness for a particular purpose, performance, quality, credibility, sustainability, timeliness, intellectual property rights such as copyright or non-infringement, unless it is prescribed thereon in this Terms and Conditions
Article 20. No Assignment
The Member shall not assign, give or provide as security the right to use the Service or the contractual status related to the right to use the Service to any third party.
Effective Date: July 15, 2024
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