Terms of Service for the Tokiphy Ecosystem, Date: 04.07.2023

LarsLabs GmbH is the owner of the brand Tokiphy, which operates the Tokiphy Platform at Tokiphy.io.

This platform provides various services and products.

The terms, conditions, and policies stated below are applicable only to any agreement or legal association between LarsLabs and a third party concerning the use of Tokiphy Platform, Tokiphy Wallet or any Tokiphy Services and Products. To access and use our services and products, you must agree to follow these terms, conditions, and policies.

In order to use the Tokiphy Wallet, Platform or Services for virtual currency transactions that are not based on ERC721 and ERC1155 token standards, users need to sign a separate agreement with LarsLabs. Such agreement is subject to LarsLabs' terms and conditions for virtual currency wallet services. Until such an agreement is signed, LarsLabs will prevent users from performing any virtual currency transaction or receiving any related assets in their wallet.

You are required to utilize the Tokiphy Platform, Tokiphy Wallet, and all other provided Tokiphy services and applications in accordance with the rules outlined in this Agreement.

Terms of Services

It is your responsibility to keep your login information for the Tokiphy Platform, Tokiphy Wallet, and other services confidential. This includes login links, wallet claim pin, wallet export pin, and all other user-specific credentials. You are solely responsible for any activities that occur under your Tokiphy Card Accounts.

During the beta testing period, users can access the Tokiphy Portal, Tokiphy Wallet, and its services for free on a freemium basis. It's important to note that functionality and accessibility may be limited at any time in the future.

Once the freemium period ends, you may need to pay for access to the Tokiphy Portal, Tokiphy Wallet, and other services through a one-time fee or subscription-based model according to a new user agreement. This will be a separate agreement from the one you currently have.

LarsLabs provides wallet services for multiple blockchains, subject to the conditions outlined in this section. These wallet services enable you as the user to manage the wallet functions, conduct NFT token transactions on the relevant blockchain and export your wallet's private key.

You can claim the primary wallet address of your Tokiphy Card and link it to your user credentials, such as your email and phone number. The primary wallet address will also generate various blockchain wallet addresses. To make a transaction, select the corresponding wallet and choose the destination address, and NFT token asset you want to transfer. Then, sign the transaction with your wallet claim pin code. After you sign it, LarsLabs will sign the transaction on your behalf and use a third-party application to send it to the blockchain.

PLEASE NOTE: Once you claim your Tokiphy Wallet, LarsLabs and others DO NOT have control over your wallet, your transactions and your assets, unless you issued a transaction and we execute it.

Further, we do not save your pin code, but only an anonymized hash to verify in a cryptographic way that the pin number you use for your wallet is correct.

To ensure a transaction is genuine, it must be recorded in the blockchain linked to the token transactions. This process involves confirmation and validation by the blockchain network.

LarsLabs does not own or control the decentralized, peer-to-peer network or database that supports blockchain technology. Therefore, we cannot guarantee that any transactions you make using our services will be confirmed and recorded on the associated blockchain for NFT token assets, or that they will remain there once stored. However, we will do our best to validate and record your transaction on the blockchain. When you request a transaction through the Tokiphy Wallet service, you give LarsLabs the permission to send it to the chosen blockchain network for validation and recording. Once it's submitted and recorded, it cannot be canceled or changed by either you or LarsLabs. When you submit a transaction for recording in the blockchain connected to the NFT assets, it may take some time to become confirmed. The transaction is not considered complete while it is still pending.

Blockchain gas fees or transaction fees

To perform any action on a blockchain, such as executing smart contracts, buying tokens or NFTs, or making token transactions, additional computational power is needed to complete the task.

Validators of a blockchain network are a distributed group of people who use a specialized program to verify transactions. They buy, operate, and maintain their own equipment to ensure the network's security and accuracy. Gas fees are necessary to transfer value on the blockchain network. They provide an incentive for validators to process transactions accurately and maintain the security of the ledger. The cost for gas fees depends on the principle of supply and demand in economics. When it comes to a blockchain, the supply refers to the overall computing power of the validators on the network, and the demand refers to the total computing power needed to process the transactions submitted by network users.

The cost of gas (fees) fluctuates based on the current demand on the network and can change unexpectedly while in use.

When using the Tokiphy Wallet, the user is responsible for paying gas fees for any NFT token asset transaction. LarsLabs only serves as a service provider to initiate NFT token transactions from the Tokiphy Wallet to a user's wallet.

To make things easier, certain Tokiphy Cards include pre-paid credits for gas fees. To check your available gas fees, go to the "Gas Credits" section in the Tokiphy Card menu in the user area of the Tokiphy Portal. The credit amount shown is in Euros, with each credit equaling one (1) Euro. You can only use the gas credits to pay for the gas fees required for the NFT token transaction. They cannot be exchanged for fiat currency and sent to you.

We calculate the necessary gas fees for an NFT token transaction and display it to the user before initiating the transaction. If the required gas fee is less than the available gas credit, the transaction can be executed. You won't be able to initiate a NFT token transaction if the gas credits on your Tokiphy Card are not enough to cover the required gas fees or the NFT minting contract's code is not compatible with EIP-712 to enable it to accept forwarded transactions.

As previously stated, gas fees fluctuate based on supply and demand. During peak periods, gas fees increase significantly. It may be wise for the user to delay the transaction until a later time when gas fees are expected to be lower. We are planning to allow users to buy gas fee credits through the Tokiphy Portal using fiat (=non-crypto) currency. These credits can only be used for blockchain transaction gas fees and cannot be converted back to fiat currency.

In the future, we may introduce a new type of Tokiphy Credits that can be utilized to pay for upcoming digital services or subscriptions on the Tokiphy Platform. We are also considering converting any remaining gas-fee credits into these Tokiphy Credits. However, until this happens, the user has no claim to get any credit or refund for gas fee credits.

If a user violates the terms of the agreement, LarsLabs can suspend or end their ability to use and buy credits. If the user's access to the Tokiphy Platform is permanently terminated, they will not receive a refund of any unused gas-fee credits or the option to convert them to fiat currency.

The user can export the Tokiphy Wallet and import it into a custom wallet such as Metamask. This allows the user to manage their own gas fees and initiate token transfers independently.

Important:

Please note that the Tokiphy prepaid gas fees are only applicable to NFT contracts that support the EIP-712 standard of meta transactions. If an NFT contract does not support EIP-712, you cannot use the Tokiphy Gas Credit feature for its transfer.

Regarding meta transactions, they refer to a type of blockchain interaction where the initiator is not responsible for paying the gas fee. Even though the initiator starts the transaction, it is not sent from their wallet. Instead, the transaction is sent from the Tokiphy Gas Tank wallet, along with a relay smart contract, on behalf of the initiator.

You can initiate transactions from your wallet without any native tokens by creating a signature that doesn't cost any gas fees. We'll use our pre-funded gas tank to cover the transaction costs and reduce your available gas credits associated with your Tokiphy card.

The NFT minting contract's code must be compatible with EIP-712 to enable it to accept forwarded transactions.

Blockchain services and risks

LarsLabs offers services that help you carry out blockchain transactions involving NFT tokens. However, LarsLabs neither possesses nor has any authority over the NFT tokens used in these transactions. You will remain the rightful owner and have complete control over the NFT tokens, and LarsLabs is not authorized to sell, pledge, lend, or utilize them for its vested interests. LarsLabs will solely manage the NFT tokens as per your instructions.

You will be responsible for any risks that arise if there are delays or conflicts in recording transactions related to your token assets on the blockchain. As a user, it is your responsibility to choose token assets that are supported by both LarsLabs and the counterparty for your transactions. Please keep in mind that you are solely responsible for your selection of token assets and counterparty.

Before submitting transaction instructions, please make sure to check all transaction details and ensure their accuracy. Please note that LarsLabs services do not cover the delivery, quality, or any other aspect of goods or services purchased from a third party. You are responsible for any loss of blockchain items, including pin codes, wallet keys, or token assets.

Disclaimer

While we certainly invest a great deal of care and effort, we do not represent or warrant that use of the Tokiphy Card, Wallet or Platform and access to the front-end interface of our website will be continuous, uninterrupted, timely, or secure; that the information contained on the website will be accurate, reliable, complete, or current; or that this website and the software behind it will be free from errors, defects, viruses, or other harmful elements.

Liability

LarsLabs cannot be held responsible for any unintended or indirect damages that may occur through your use of the Tokiphy Card, Wallet or Platform, such as lost business opportunities, damage to reputation, loss of profit, or loss of goodwill, provided that such damage has not been caused by LarsLabs willfully or through gross negligence.

You acknowledge that our services depend on third-party providers and infrastructures, such as telecommunication services and blockchain nodes. We are not liable for any harm caused by these providers or for any disruptions to our services due to interruptions from them. Moreover, we are not responsible for any lost data, corrupted data, or fraudulent transactions that take place on the Tokiphy Wallet or Platform.

You accept and acknowledge that we are not responsible for the validation and confirmation of any transaction through your own wallet, but that this happens at your own judgment and under your own control, even if we try to execute such a transaction on your behalf. Transactions on the blockchain sometimes go wrong and get stuck, while the underlying transaction costs (gas fees) still apply and can be irrevocably lost, even in a broken transaction. We do not take liability in such cases.

Further, please note that if a third party makes a mistake or violates the contract, LarsLabs is not responsible. Also, if a Force Majeure event occurs, neither you nor LarsLabs will be held accountable for any failure to fulfill obligations under the Agreement. In such a situation, the affected party may halt or delay the provision of services.

By using the Tokiphy Card, Wallet or Platform, you represent (i) that any such use in your country of residency is not limited by laws and regulations, (ii) that no limitations apply to you as a person (age, criminal record etc.) and (iii) that neither the company you may represent nor your country of residency are included in any embargo or sanction list and you are further not illegally dealing with such entity or country. You further represent to act in compliance with your applicable tax regulations that may be associated with holding or using an Tokiphy Card or Wallet or any digital asset or token.

Applicable Law

German law with the exclusion of its conflict principles and under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) applies to this Agreement and the relationship between you and us. Should you be a consumer, additional national consumer protection laws of your country of residency may apply.

Dispute Resolution

Provided that you are not a consumer, should we ever have any contractual dispute with you arising out of or in connection with this Agreement, including without limitation your access or use of the Tokiphy Card, Wallet of Platform and this website, such disputes shall be exclusively referred to the courts of Munich, Germany in first instance. Should you be a consumer, you can bring legal proceedings also in your local court.

You hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute. Further, should a competent court be in the U.S.A., you hereby expressly give up your right to have a jury trial.

Modification of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement. All modifications become effective when they are posted on this website and you can see from the date indicated on the top of this page when the last change has been made, if any. In case such changes are substantial for the assets you hold or the goods and services we provide, you may have a right to terminate this Agreement, but with such termination, your right to hold, operate and use the Tokiphy Card, Wallet or Platform will cease.

Severability

Should any provision of this Agreement be invalid, unenforceable or otherwise void, this shall have no effect on the remainder of this Agreement. The invalid, unenforceable or otherwise void provision shall be deemed replaced by a valid and enforceable provision coming as close as legally possible to the invalid, unenforceable or void provision.

Brands: LarsLabs, Tokiphy
Company: LarsLabs GmbH
Martin-Kollar-Straße 12
D-81829 München, Germany
Phone: +49(0)8921536308
Email: info@larslabs.io
VAT / MwSt: DE321203288
Trade Number / Handelsregister: HRB 243922
Managing directors: Lars-Gerd Piwkowski, Dirk Lohmann

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