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Terms and Conditions

1. IDENTIFICATION

  • Owner: Token City, S.L. (hereinafter, "TOKEN CITY");
  • Registered office: Paseo de Aguadores 3, 3B, 28804, Alcalá de Henares, Madrid;
  • Tax Identification Number: B-01729144 ;
  • Public Registry: MADRID Section 8 Sheet 723108;
  • Email: info@token-city.com.

2. PURPOSE

This document establishes the general terms and conditions (hereinafter, the Terms and Conditions) that regulate the terms on which access to the provision of the following services is based: (i) Putting users in contact through a specific channel for the purchase and sale of tokens and for other informational purposes.(ii) A digital environment set up to transfer tokens between users, using an escrow system through a entity administratively authorized to do so (hereinafter, the Services) by the users (hereinafter, when applicable, the User or Users), offered through the TOKEN CITY platform (hereinafter, the Platform) accessible through the following URL: https://token-city.com/.

Likewise, as part of the provision of the Services, the User must also accept the Terms and Conditions of MANGOPAY (hereinafter, the Third Party Conditions), an electronic money entity with administrative authorization. Said Third Party Conditions will form an indivisible part of this document which will complement and, where appropriate, prevail over the provisions of these Terms and Conditions.

Any matter that has not been expressly described in these Terms and Conditions will be understood to be at TOKEN CITY’s discretion, without prejudice to the application of current regulations. Likewise, TOKEN CITY has the right to modify and/or update these Terms and Conditions. If the changes in question are substantial, the User will be previously informed so that they may accept or reject the changes. In any case, it will be assumed that the User expressly accepts said modifications or updates if they keep paying for and or/using the services offered by TOKEN CITY on the Platform.

Express acceptance of these Terms and Conditions by the User is derived by the User remotely following all the steps therein, which carries the same validity as that of the express signing of a contract. Therefore, the User acknowledges that they are a person with sufficient capacity to acquire the obligations derived from his actions through the Platform, who has previously read and understood its content.

In any case, in order to contract with TOKEN CITY, the User must be of legal age ( ≥ eighteen (18) years old).

3. DESCRIPTION OF THE PLATFORM

TOKEN CITY is a Platform that allows Users to enter an environment in which they can contact each other in order to reach private token purchase and sale agreements. In this sense, Users may create messages or content to indicate that they are interested either in the acquisition or sale of certain tokens.

In order to facilitate the transactions, the Platform has enabled an escrow technological system for the secure transmission of the purchase price, as well as the tokens themselves.

4. PLATFORM RULES OF USE

Access, navigation or use of the Platform and the Services for illegitimate and/or illegal purposes will be the sole responsibility of the User. Banned actions include but are not limited to:

  1. Using the Platform or Services for illegal purposes;
  2. Using the Platform in order to cause damage, inefficiencies, interruptions or similar defects to the functionality of the platform or electronic structures of TOKEN CITY or any third party;
  3. Using the Platform for the transmission of malware, viruses or similar programs or to publish or disseminate offensive, racist, degrading or pornographic content that may disturb people;
  4. Using the platform for the transmission of assets or cash from illicit origin or that have not been declared before a competent authority in matters of fiscal control;
  5. Using the Platform to the detriment of TOKEN CITY’s interests;
  6. Signing up to the Platform under a false identity;
  7. Using the Platform for advertising purposes, such as sending spam or similar activities;
  8. Breaking the security measures established by TOKEN CITY;
  9. Carrying out actions conceived to collapse the software, undermining the proper functioning of the Platform; and in any case
  10. Using the Platform illegally.

In the event that the User conducts any of the actions described, TOKEN CITY has the right to adopt the measures that it deems appropriate in accordance with the law.

5. RESPONSIBILITIES AND GUARANTEES OF THE PLATFORM

TOKEN CITY cannot guarantee the reliability, usefulness or veracity of absolutely all the information contained in the Platform, nor the usefulness or veracity of the contents made available to users through it.

Consequently, TOKEN CITY does not guarantee or is responsible for:

  1. The continuity of the contents of the Platform;
  2. The absence of errors in said content;
  3. The lack of viruses, Trojans, worms, logic bombs and/or other malicious or technologically harmful components on the platform or on the server that hosts it;
  4. The invulnerability of the platform and/or inability to violate the security measures adopted by it;
  5. The lack of utility or performance of the contents of the platform;
  6. The failures of the Platform caused by any kind of attack on its servers or third-party service providers, as well as technical or security system failures of any of those providers that may prevent the Platform operation;
  7. Any technical failure of any type that hinders, delays or prevents the correct operation of the Platform;
  8. The damages caused to themselves, or to a third party, by anyone who breaches the conditions, rules and instructions established by TOKEN CITY on the Platform or through breach of security systems.

TOKEN CITY declares that it has adopted all the necessary measures, within its possibilities and the state of the art, to guarantee the operation of the Platform and to minimize system errors, both from a technical point of view and regarding the published content on the Platform.

6. PROCEDURE FOR THE USE OF THE SERVICES

6.1. - Access to the Platform

Users will access the Platform through the URL https://token-city.com/.

6.2. - Registration on the Platform

The user signs up to the Platform by completing the sign up form enabled by the Platform.

Access to and use of the Platform implies that the User accepts and undertakes to fully comply with these Terms and Conditions, as well as the instructions or recommendations that are indicated in each specific case through the Platform.

In order to enter a service agreement, it will be necessary for the User to be previously registered on the Platform, using a form provided to that end.

If the User signs up on behalf of a legal person, the User guarantees and certifies that they have all the rights and powers necessary to accept these Terms and Conditions on behalf of the legal person they represent.

When the User provides personal data through the form made available on the Platform, it will be necessary to first read and accept the Privacy Policy. The User may contact TOKEN CITY regarding the processing of their data by sending an email to info@token-city.com

When signing up using the form on the Platform, the User must enter their email address and a password. The email chosen by the User will serve as access data on subsequent occasions.

The password created will have an unlimited temporary validity and the User agrees to make diligent use of it, keeping it secret and not transmitting it to any third party. Consequently, the User is responsible for the adequate custody and confidentiality of any identifiers and/or passwords that they have selected, and they undertake not to assign their use to third parties, either temporarily or permanently, or allow their access to outsiders. The User will be responsible for the illicit use of the Platform by any illegitimate third party who uses a password for this purpose due to non-diligent use or loss of it by the User.

In the event that the User knows or suspects that their password is being used by third parties, it is necessary for them to modify it immediately and communicate this circumstance to TOKEN CITY through the following email address info@token-city.com. As long as such events are not communicated, TOKEN CITY will be exempt from any liability arising from the misuse of identifiers or passwords by third parties.

Once the signup process is finished, the User will receive a registration confirmation email at the email address provided. TOKEN CITY may deny access to the Platform and/or the Services and functionalities offered through it, if the User breaches these Terms and Conditions, the applicable regulations and/or if he or she makes an inappropriate use of the Services.

6.3. - Unsubscribing from the platform

The User may at any time cancel the contracted service through the Platform, by express communication to info@token-city.com, indicating their username.

TOKEN CITY will verify that there are no pending User payments or commitments. Once the verification has been made, it will send the User a confirmation with the unsubscribe process.

As soon as the cancellation becomes effective, all Platform functionalities will become unavailable.

In any case, the User may request a new registration. TOKEN CITY has the right to deny said registration in cases that contravene the provisions of these Terms and Conditions and/or the Platform’s Privacy Policy, as well as any additional rules of conduct that TOKEN CITY may approve. Likewise, TOKEN CITY may not admit said registration in case of conflict or controversy that needs to be resolved or that ends with an acknowledgment of fault or negligence from the User and/or damage to TOKEN CITY, its collaborators and associates, its Users, clients or potential clients.

7. SPECIFIC CONDITIONS FOR THE USE OF THE SERVICES

7.1. Common conditions applicable to all Users

TOKEN CITY connects buyers looking to invest in tokens with vendors interested in selling their tokens. Likewise, TOKEN CITY allows Users to interact on the Platform for purposes other than the sale of tokens.

In this sense and for these purposes, according to the terms of the Spanish Law 34/2002 of July 11 on services of the information society and e-commerce, TOKEN CITY is considered an intermediary and service provider of the information society.

TOKEN CITY won’t be liable for the obligations and/or rights derived from agreements made among users, since as an intermediary, only the users themselves are responsible for their compliance with the commitments made and acquired as a result of their platform use.

TOKEN CITY has no obligation and does not control the use that users make of its Platform, its content and Services offered. Thus CITY TOKEN does not guarantee that users use the platform, its contents and the Services offered in accordance with the provisions of these Terms and Conditions, or that they do so in a diligent and prudent manner.

The User guarantees TOKEN CITY that the User is solely responsible for the comments and/or mentions that they may make, as well as the content included in their Profile such as, but not limited to, videos, photographs, texts, trademarks, logos, trade names, articles, personal data, etc. (hereinafter, the Content). The User holds the permissions and authorizations of all Intellectual and Industrial Property rights regarding the Content, as well as the authorization of the owners of the personal data and/or the images that may be included in said Content. Likewise, the User specifically guarantees that all the Content that they use or provide does not infringe the exclusive rights of third parties of any nature, nor does the user infringe rights to honor, privacy or the image of persons or third parties. The User declares and guarantees that they are solely responsible for any claim (judicial or extrajudicial) arising from the use of said Content. The user declares that TOKEN CITY is fully exempt of responsibility.

TOKEN CITY will publish on its Platform the information about tokens that may be requested by Users. The information received and published on these tokens will be available to Users continuously on the Platform for a period of no less than twelve months from the time the tokens are purchased.

TOKEN CITY does not guarantee that the information provided on its Platform in relation to tokens is accurate and truthful, as said information is provided by third parties. TOKEN CITY will make all reasonable efforts to validate the published information.

TOKEN CITY does not control or guarantee the absence of viruses or other elements within the contents of the Platform that may cause alterations in the computer system (software and hardware) of the Users or in the electronic documents and files stored in their computer system. TOKEN CITY is exempt from any responsibility for damages of any kind that may be due to the presence of viruses in the contents that may cause alterations in the computer system, electronic documents, files, etc.

TOKEN CITY has the right to temporarily and without notice suspend access to the platform, such as in the case of urgently needed maintenance of the platform or safety reasons. TOKEN CITY has the right to provide or cancel the Services of the platform permanently, trying to advise users in advance whenever circumstances permit.

TOKEN CITY informs Users that it has mechanisms in place so that, in the event it ceases operations, it continues to provide all or part of the Services to which it is committed.

TOKEN CITY has the right, but not the obligation, to oppose and/or eliminate any User Content that violates these Terms and Conditions and any of its Policies, from the moment it has effective knowledge of the violation, as well as the right to deny or cancel access to the Platform to any person or entity at its own discretion.

TOKEN CITY offers users a system for submission and resolution of complaints or claims by Users of the Platform. To that end, the submission of a complaint or claim will be carried out preferably by computer means, provided that this allows the reading, printing and conservation of the documents that support the complaint or claim, by sending them to the email address: info@token-city.com.

The User guarantees TOKEN CITY they are obliged to comply with these Terms and Conditions, the Legal Notice, the Privacy Policy and the Cookie Policy of TOKEN CITY, respecting the public interest, the current legislation and the requirements of good faith.

7.2. Specific conditions for Users saling tokens

Users interested in selling their tokens (hereinafter, the Sellers) on the platform should follow the following process:

  1. Register as a User;
  2. Provide all information relative to the tokens;
  3. Receive acceptance by another User for the purchase of the tokens;
  4. Receive the purchase money in the MangoPay Escrow-Wallet;
  5. Send the tokens to the buying User;
  6. Receive the money from the sale in the Seller's MangoPay Wallet;

7.2.1. User signup

In order to register the user needs to fill out the registration form, providing the necessary information.

When their profile on the Platform is set up, the Seller will have to provide all the information that TOKEN CITY requests about them, regardless of whether they are a natural person or a legal person.

7.2.2. Filling out the information required to sell Tokens

The Seller shall provide all the data and information requested by CITY TOKEN regarding the characteristics of the tokens. Specifically, it must establish the price and conditions of sale so that Users who want to acquire said tokens can understand and accept said conditions.

The Seller understands and agrees that they are responsible for all information posted regarding the token is accurate, true and complete. TOKEN CITY is not responsible for the lack of veracity or accuracy of the information.

7.2.3. Receiving acceptance by another User for the purchase of the tokens

After the publication of the tokens sale offer, the Seller must wait for acceptance by another User of the conditions of the sale offer. At that time, the Seller will receive a notification sent by the Platform, indicating that a User has decided to purchase the tokens, blocking the possibility of acceptance by another User during a minimum period of 24 hours and a maximum of 7 days.

7.2.4. Receiving the money from the sale in MangoPay’s Escrow-Wallet

The User who accepts the conditions of sale must deposit within 24 hours the purchase amount through the payment system enabled by the Platform and provided by MangoPay. The User must take into account that money transfers between banks can take several days. In any case, if the funds have not been received in the MangoPay Escrow-Wallet after 7 days, the offer to sell tokens will be unlocked to be accepted by another User.

TOKEN CITY will notify the Seller when the purchase funds reach MangoPay, so that it can safely send the tokens to the Buyer.

7.2.5. Sending the Tokens to the Buyer

Upon payment by the Buyer through MangoPay’s payment gateway, the Seller will send the tokens to the Buyer.

7.2.6. Withdrawing the funds from MangoPay.

The TOKEN CITY platform will confirm that the tokens have successfully reached the wallet designated by the Seller and, in that case, it will enable the option to withdraw the money from the Seller’s MangoPay Escrow-Wallet.

7.2.7. Prices for the use of the Platform

The Seller may register for free on the platform and offer their tokens for sale. The price of the Services is as follows:

- Peer-to-peer sale of the tokens through the Platform: 0% on the sale value. Users selling their tokens will be charger for the cost of Mango Pay as well as blockchain transaction costs.

7.3. Specific conditions for Users who buy tokens

Users interested in buying tokens (hereinafter, the Buyer) on the Platform, must follow the following process:

  1. Register as a User;
  2. Follow the previous procedure to be able to buy tokens;
  3. Access the Platform and select the tokens they want to buy;
  4. Accept the conditions of sale indicated by the Seller;
  5. Send the purchase money to the MangoPay Escrow-Wallet;
  6. Receive the tokens from the Seller;

7.3.1. Registering as a User

To register as a Userthey will need to fill out the registration form, providing the necessary data.

When their profile on the Platform is set up, the Seller will have to provide all the information that TOKEN CITY requests about them, regardless of whether they are a natural person or a legal person.

7.3.2. Procedure to be able to buy tokens

Once registered and prior to the formalization of the acquisition of any token, the Buyer will have to provide TOKEN CITY with all the information and documentation requested, and must complete all the forms established for the purchase.

The Buyer must be of legal age and have the necessary legal capacity to carry out the purchase, either as a natural person (in their own name) or as a legal person. In this second case, the Buyer must be in possession of all the necessary powers allowing them to make the investment on behalf of the legal entity to which it belongs.

In addition, the Buyer must carefully read all the information regarding the purchase of tokens on the Platform, in order to have enough information to carry out the purchase of tokens.

On certain occasions, the Buyer may accept that their data and identification information be imported from third-party platforms where they are previously registered, in order to facilitate this procedure.

7.3.3. Accessing the marketplace and selecting the tokens for purchase

The Buyers registered on the Platform may review the tokens offered for sale and check detailed information on each of them.

Once the token they wish to acquire has been selected, the Buyer must follow the steps indicated by TOKEN CITY to proceed with the purchase.

7.3.4. Accepting the conditions of sale indicated by the Seller;

One of the steps that the Buyer must carry out is to ensure that they understand the conditions established by the Seller, then accepting said conditions to proceed with the payment.

7.3.5. Sending the purchase money to the MangoPay Escrow-Wallet

Once the purchase conditions have been accepted, the Buyer must make the corresponding payment through the MangoPay Escrow-Wallet within 24 hours. The User must bear in mind that money transfers between banks can take days. In any case, if 7 days have elapsed without receiving the money on the MangoPay Escrow-Wallet, the possibility of payment will be blocked and the sale offer of said tokens will be unlocked.

In the event of a breach, be it specific or repeated, of the payment in the terms specified, TOKEN CITY has the right to permanently or temporarily suspend the Buyer’s account on TOKEN CITY’s Platform.

7.3.6. Receiving the Tokens

The payment funds for the Tokens will be kept in the MangoPay Escrow-Wallet until TOKEN CITY can verify that the Tokens have successfully reached the wallet specified by the Buyer, at which time it will allow the Seller to withdraw their money from the MangoPay Escrow-Wallet.

7.3.7. Prices

The Buyer may register on the Platform for free and contact the Seller.

The User must disburse the price of the Token of their interest. The amount will be the one specified by the Seller.

The Buyer understands and accepts that purchases made by bank transfer or bank card may have a cost that must be assumed, if applicable.

7.4. Buyer guarantees and obligations

The Buyer guarantees TOKEN CITY that the data provided is true and correct and that the Buyer has the legal capacity, the consents and authorizations necessary to accept these Terms and Conditions, as well as to make purchases.

TOKEN CITY informs the Buyer that it may check the data and information provided to verify their identity.

The Buyer understands and agrees that the activities carried out by TOKEN CITY and the information provided on the tokens don’t constitute financial advice nor investment services activities, nor are they recommendations from TOKEN CITY. For this reason, the Buyer may not hold TOKEN CITY responsible for decisions made based on information provided on the Platform.

TOKEN CITY recommends Buyers to carefully read these Terms and Conditions, the information available on the platform, as well as information on the agreement signed with the Seller for the acquisition of the tokens.

The Buyer understands and agrees that the Seller is responsible for the accuracy, veracity and completeness of all the information published on a token, not TOKEN CITY.

8. ATTENTION TO THE USER

TOKEN CITY provides its Users customer service through the contact email: info@token-city.com

Once TOKEN CITY receives the communication from the User, it undertakes to respond as soon as possible and, in any case, within a maximum period of thirty (30) days from the receipt of said communication.

9. RIGHTS OF INTELLECTUAL PROPERTY

Based on these Terms and Conditions, TOKEN CITY grants the User limited, non-transferable, revocable, non-sublicensable and non-exclusive license for the personal access to and use of the Platform by the User. Any right that is not expressly granted is a TOKEN CITY’s prerogative.

The User or any third party will be restricted from carrying out the following actions: (i) reproduce, modify, prepare derivative works, distribute, license or exploit in any way the Platform or the Services, when it is not expressly permitted by TOKEN CITY; (ii) decompile or reverse engineer the Platform; (iii) link, mirror or frame any part of the Services; (iv) deploy or launch any type of program to carry out any action related to data prospecting or actions tending to damage the operation and functionality of the Platform; or (v) withdraw, modify or any similar action that may alter the TOKEN CITY’s copyright over its registered trademark, its Platform or its Services.

In any case, the intellectual and industrial property rights over the services offered as well as the Platform, will remain the property of TOKEN CITY.

Neither the use of the Platform nor the acceptance of the services imply the transfer or granting of any right: (i) in relation to the Services, except for the aforementioned license; or (ii) to use or mention in any way the company names, logos, product and service names, trademarks or other elements of a similar nature, except in those cases in which TOKEN CITY expressly grants it.

10. PRICES

The applicable rate will be the one shown on the Platform. The price can be modified at any time. On the other hand, promotions and other agreements will be applied individually or collectively and since these are special cases, they will not be required to be published.

All prices of the Services are included in its description. Said final price will include all those increases or discounts that are applicable, expenses passed on to the User and additional expenses for accessory services, means of payment, commissions, etc.

The price of the Services marketed on the Platform is indicated next to the descriptive tab for each one of them, indicated in any case in Euros (€).

11. ELECTRONIC AGREEMENT

In accordance with the provisions of article 23 of the Spanish Law 34/2002 of July 11, on services of the information society and electronic commerce, contracts concluded electronically will cause all the effects provided by the legal system, when consent and other necessary requirements for its validity concur.

In any case, the electronic support in which these Terms and Conditions are entered into electronically will be admissible as documentary evidence in the event of a dispute between the parties.

For these purposes, it will be understood that the monitoring of all the phases of the purchase process and, where appropriate, the payment of the corresponding economic amount, necessarily imply the provision of the consent required for the agreement.

In the same way, and in accordance with the provisions of Article 27 of the Spanish Law 34/2002, on information society services and electronic commerce, prior to the start of the agreement procedure all the information related to it is made available to Users. The information provided will only be applicable in the event that the User decides to proceed with the agreement through the Platform.

12. RESPONSIBILITIES

The parties undertake to comply with their legal and contractual obligations generated by virtue of this contract.

It is well understood that TOKEN CITY is configured as a service provider of the information society, with the limitations of liability that this entails, without prejudice to the assumption of the responsibilities that are legally imposed on it as the purveyor of the Services.

13. CONFIDENTIALITY AND DATA PROTECTION

In accordance with the provisions of REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of April 27, 2016 regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data and by which Directive 95/46/CE (hereinafter, RGPD) and the Spanish Organic Law 3/2018, of December 5, on Protection of Personal Data and guarantee of digital rights (hereinafter, LOPDGDD) all personal data provided during the use of the Platform will be treated in accordance with the provisions of the Privacy Policy that you must read and, where appropriate, accept.

14. DURATION AND MODIFICATIONS

TOKEN CITY may terminate this contract formalized with the User when it detects an unauthorized, or supposedly unauthorized, use of the service offered, either due to breach of these Terms and Conditions or for any other objective cause. If TOKEN CITY exercises this power, it will not assume any obligation or responsibility, nor will it return to the User the amounts that they had previously paid.

For their part, the User may terminate these Terms and Conditions at any time by cancelling their Platform account. However, the obligations that continue to be in force after the cancellation will continue to bind both parties as stipulated.

In any case, TOKEN CITY recommends that Users periodically consult these Terms and Conditions, as they may be modified. In the event of carrying out such modifications, Users will be previously informed for their acceptance or rejection. It will be considered that they expressly accept such modifications or updates if they place a new order through the Platform. If accepted, the modification and entry into force of the new contract will fully replace the conditions in force between the parties to take effect on new purchases or reservations that are made from the date of acceptance of the new conditions.

15. SAFEGUARD CLAUSE

All the clauses and terms in these Terms and Conditions must be interpreted independently and autonomously, the rest of the stipulations not being affected in the event that one of them has been declared void by a court ruling or final arbitration resolution. The affected clause or clauses will be replaced by another or others that preserve the effects pursued by the Platform Terms and Conditions.

16. RESOLUTION OF DISPUTES

Current regulations will determine the laws that should govern and the jurisdiction that must know of the relationships between TOKEN CITY and the Users. This notwithstanding, in those cases in which said current regulations provide the possibility for the parties to submit to a specific jurisdiction, TOKEN CITY and the User, expressly waiving any other jurisdiction that may correspond to them, are subject to Spanish legislation and the Courts and Tribunals of the city of Madrid.

To file claims about the use of TOKEN CITY services, you can write an email to the electronic or physical address indicated in the "Identification" section, and TOKEN CITY undertakes to seek an amicable solution to the conflict at all times.

Last updated: February 03th, 2021.