Terms & Conditions
Last Updated: February 1, 2021
These Titan Terms of Service (this “Agreement”) are between Titan, Inc. (“Titan” or “we,” “us,” or “our”) and you (“Customer” or “you” or “your”) and sets forth the terms and conditions that govern your rights to (a) access and use Titan’s websites, applications, cloud-hosted products and services, and web portals (collectively, “Services”) and (b) download and license our proprietary software (“Software”) and/or application programming interface (“API”) materials that we may make available to you in connection with your use of the Services. The Services and Software shall not include access to or use of mining pool memberships or services, all of which are governed by separate agreements with Titan.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TITAN, SO PLEASE READ THESE TERMS CAREFULLY. BY DOWNLOADING, CLICKING ACCEPT, OR BY ACCESSING OR USING ANY OF THE SERVICES, SOFTWARE, OR API MATERIALS, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 16, DO NOT ACCESS OR USE OUR SERVICES OR SOFTWARE.
- Minimum Age. You must be at least 18 years of age to access or use our Services and Software, and by entering into this Agreement, you represent that you are at least 18 years of age or older. If you are accessing or using our Services or Software on behalf of a company or other legal entity, you represent that you are authorized to accept and bind that company or legal entity to this Agreement.
- Changes to this Agreement. We may make changes to this Agreement from time to time. If we
- make changes, we will use commercially reasonable efforts to provide advance notice of the changes,
- and we will post the amended Agreement on our website and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification to the address associated with your account or by providing notice through our Services. Unless we say otherwise in our notice, the amended Agreement will be effective immediately and your continued access to and use of our Services and Software will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop accessing and using our Services and Software.
- Beta Services and Software. Until further notice or as specified in an update to this Agreement, the Services and Software are being provided to you as a “Beta” version under this Agreement, and you understand and agree that they are being provided on an “AS IS” basis for your internal use and evaluation. The Services, Software, and API Materials may contain errors or inaccuracies that could cause failures, delays, corruption, or loss of data, and you assume sole responsibility in connection with your use of any such Services and Software. Titan is not obligated to provide any maintenance, technical, or other support for such Services, Software, or API Materials. You agree that upon request, you will provide Titan with Feedback (defined in Section 12.3) regarding the Services, Software, and API Materials.
- Defined Terms
Capitalized terms have the meanings provided below or in the context where they are first used in this Agreement.
- “Analytics Data” means information gathered, prepared, computed, originated, or stored by Titan resulting from the use or provision of the Services.
- “API Materials” means the application programming interface (“API”) Documentation, the API key, programming instructions, tools, protocols, and sample code.
- “Confidential Information” means the Titan Technology, Documentation, and the Services.
- “Customer Application” means any software application Customer develops using the API Materials to access one or more Services.
- “Documentation” means any user manuals and any other instructional, technical, or training materials or documentation that are provided to Customer in printed form, via Titan’s website and/or through the Titan online portal, as may be updated by Titan from time to time.
- “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.
- “Malicious Code” means any files, scripts, agents, code, or programs that are designed, intended to, or have the effect of disrupting, damaging, or interrupting the Services, the data contained therein, including any viruses, worms, time bombs, Trojan horses, and other malicious code.
- “Term” means the period beginning on the date you accept this Agreement and continuing until terminated as provided in this Agreement.
- “Titan Technology” means Titan’s Software, API Materials, websites, algorithms, workflows, methodologies, designs, processes, and other technology.
- User Accounts and Account Security
- User Accounts. You will need to establish a customer account with Titan to access the Services, Software, and online portal. You must provide true, complete, and accurate account information and promptly update this information if it changes. Only the officers, employees, consultants, and/or agents of, and authorized by, Customer and accepted by Titan pursuant to Section 3.2 (“Authorized Users”) are entitled to use the Services and Software under this Agreement. You must not share your access credentials with another party and must maintain the security of your account by implementing adequate security measures to safeguard your access credentials. You will promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.
- Identity Verification. To register for an account or create a new Authorized User, you will be required to provide Titan with additional information to enable Titan to verify the identities of your Authorized Users and protect against fraud, including to query identity information contained in public reports (e.g., name, address, past addresses, or date of birth) and query account information associated with your linked external account (e.g., name or account balance) (“Identity Verification Process”). You hereby authorize Titan, directly or through third parties, to perform the Identity Verification Process, to make any requests it considers necessary, and to take actions it reasonably deems necessary based on the results of the Identity Verification Process. You further authorize all third parties to which such requests may be directed to fully respond to such requests. Titan may deny any person access to the Services and Software in its sole discretion, including if (a) Titan determines that such person does not meet regulatory or legal standards to use the Software or Services; (b) such person’s identify cannot be adequately verified in accordance with Titan’s guidelines; or (c) Titan determines that such person may pose a risk to the Services or Software.
Please refer to our Privacy Notice at www.Titan.com/privacy for information on how we collect, use, and disclose information about you. By agreeing to this Agreement, you also agree to our Privacy Notice.
- Software License and Use of the Services
- License. Subject to your compliance with the terms and conditions of this Agreement, Titan hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to download, install, and use the Software solely for your own internal business purposes and solely for use in connection with the Services.
- Access and Use. Titan grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and Documentation during the Term solely for your own internal business purposes in accordance with this Agreement. Titan may not make all of the Services available in all markets and jurisdictions and may restrict or prohibit use of all or a portion of the Services from certain states, territories, or jurisdictions.
- Temporary Suspensions. Titan may temporarily suspend your access to any portion or all of the Services at any time if Titan determines that: (a) there is a threat or attack (including a denial of service attack) on, or a security risk to, the Services or Titan’s or its third party’s hosting network or infrastructure (“Titan Network”) or other event that may create a risk to the Services or other Titan customers; or (b) you are using the Services for fraudulent or illegal activities or in violation of this Agreement. Titan will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you or any of your users may incur or experience because of any service suspension.
- Changes to the Services. Titan may modify or release subsequent versions of the Titan
Technology, Services, Documentation, or components of the Services at any time and will use commercially reasonable efforts to notify you of any material modifications. Titan reserves the right to discontinue offering the Services at any time. Titan will not be liable to you nor to any third party for any modification of the Services as described in this Section.
- License to API Materials
If Titan provides you with access to its API Materials, this Section 6 will also apply to your use of the API Materials.
- License. Subject to this Agreement, and solely for the Term, Titan hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the API Materials solely to (a) use the API Materials to develop the Customer Application at your sole expense and (b) use the Customer Application to access the permitted functionalities of the Services. Titan may limit API calls from the Customer Application if Titan determines in its reasonable judgment the number of API calls is excessive or constitutes abusive usage.
- Changes to API Materials. Titan reserves the right to change, update, enhance, revise, or discontinue the API Materials, at any time. Titan’s change, update, enhancement, or revision to or discontinuation of the API Materials may require you to update the Customer Application to continue functioning properly with the Services. If any such change, update, enhancement, revision, or discontinuation would, in the reasonable determination of Titan adversely affect your access to or use of the Services, Titan will use commercially reasonable efforts to provide you advance prior written notice. Titan will have no liability to you for any changes to the API Materials as described in this paragraph.
- Restrictions on Use. You will not: (a) reproduce, distribute, or otherwise make the API Materials available, directly or indirectly, to any third party; (b) modify or create any derivative works of the API Materials except as necessary to develop your Customer Application for the purposes set forth in this Agreement; © introduce into the Services any Malicious Code through your Customer Application; or (d) access the Services and/or API Materials in order to build a similar or competitive product.
As a condition to the license and access and use rights granted under this Agreement, you will not: (a) copy or use the Services or Titan Technology for any purpose or in any manner other than that as expressly set forth in this Agreement; (b) distribute, license, rent, or otherwise transfer or make available, directly or indirectly, the Services or Titan Technology to any third party, including using the Services or Titan Technology for timesharing, service bureau, or other similar purposes; (c) reverse engineer, disassemble, or decompile the Services or Titan Technology or otherwise attempt to discover or recreate the source code of the Services or Titan Technology; (d) use any portion of the Services or Titan Technology or any other confidential or proprietary information of Titan to develop, design, create, engineer, provide, or market any product or service that performs one or more of the same or similar functions as those performed by the Services or Titan Technology or that otherwise competes with the Services or Titan Technology; (e) attempt to gain unauthorized access to the Services, the Titan Network, or related systems; (f) conceal or remove any title, trademark, copyright, proprietary, or restricted rights notice contained in the Services, Titan Technology, or any components or modules thereof; (g) use the Services or Titan Technology: to (i) infringe on, violate, dilute, or misappropriate the Intellectual Property Rights or other proprietary right of a third party; (ii) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Titan Network; (iii) participate in a denial-of-service attack on the Services or Titan Network; (iv) engage in fraud or illegal conduct; (v) circumvent, disable, or impair any features of the Services or its APIs that provides or enhances security, restricts access, protects privacy, or monitors use; or (vi) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information.
- Customer Responsibilities
- Security Measures. Customer will use reasonable security precautions and employ administrative, physical, and/or technical safeguards in view of Customer’s use of the Services and Titan Technology. Customer will reasonably cooperate with Titan’s investigations into Services outages, security problems, and/or suspected breaches of this Agreement or Customer’s account.
- Necessary Software and Equipment. Customer is solely responsible, at its own expense, for acquiring, installing, maintaining, and securing all hardware, software, and other equipment (“Customer Equipment”) necessary to connect to and use the Services, except as otherwise provided by Titan. Customer will comply with any technical standards or specifications for the Customer Equipment (e.g., minimum processing power) as is necessary to access and use the Services. Access to and use of the Services will also require Customer to download and install the Titan Software specified by Titan and is subject to the license in Section 5.1 above. Customer’s use of any hardware, software, or other materials to access the Services is subject to the applicable terms and conditions that accompany such hardware, software, and materials. Such license terms, and not this Agreement, will govern Customer’s use of such hardware, software, and materials.
- Malicious Code Protection. Customer will take commercially reasonable actions and precautions to prevent the introduction and proliferation of Malicious Code into the Services and Customer Equipment, and Customer will neither insert nor permit the insertion or introduction of any Malicious Code into the Services or Customer Equipment. Titan may immediately suspend Customer’s access to the Services if Titan detects Malicious Code or reasonably suspects that Malicious Code was introduced by Customer or through Customer’s use of the Services.
- Compliance with Laws. Customer will comply with all applicable federal, state, and local laws, regulations, rules, orders, licenses, permits, and other governmental requirements in Customer’s use of the Services and Titan Technology. Without limiting the foregoing, you will comply with all applicable laws regarding the export of items, software or technology, including ensuring that: (a) no equipment, technical data or software received from Titan is exported or re-exported to any country, person or entity in violation of any U.S. sanctions or export controls (including to any sanctioned or restricted entities); and (b) that anything received from Titan is not used or re-exported for a prohibited use under applicable law. Further, you represent and warrant that you (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) have not been identified as a “Specially Designated National” by the U.S. Office of Foreign Assets Control or similar restrictions of any other country; (iii) have not been placed on the U.S. Commerce Department’s Denied Persons List or similar restrictions of any other country; and (iv) will not use any equipment, technical data or software received from Titan if any applicable laws in your country prohibit you from doing so in accordance with this Agreement.
- Proprietary Rights
- Term. Titan and its licensors own the Services, the Titan Technology, and all associated Intellectual Property Rights therein. Except as expressly set forth in this Agreement, no other right, title, or interest in or to the Services, Titan Technology, or any associated Intellectual Property Rights are transferred or granted to you under this Agreement, whether by implication, estoppel, waiver, or otherwise.
- Analytics Data. Titan may generate, use, transfer, and/or disclose to third parties Analytics Data to perform data analytics; to monitor, modify, and improve the Services and Titan Technology; develop new products, services, and/or features; and for any other reasonable commercial purpose. Titan owns and retains all rights to Analytics Data, and no rights in or to any Analytics Data are granted to Customer, whether by implication, estoppel, or otherwise.
- Term and Termination
- Term. Your rights and licenses under this Agreement will continue for the Term. You may affirmatively terminate your access to the Services or license to the Software or API Materials at any time by using the cancellation function provided for the Services. Non-use of the Services, irrespective of the duration of non-use, will not serve to terminate this Agreement.
- Termination. Titan may terminate this Agreement, your license to the Software or API Materials, and/or your access or use rights to the Services at any time for any reason upon 15 days’ written notice to you.
- Effect of Termination. Upon termination of this Agreement, all use rights and licenses for the Services will automatically terminate, and you will immediately cease all use of the terminated Services, Documentation, and Titan Technology. Upon termination or expiration of this Agreement, all rights granted to you under this Agreement will immediately cease, except the following provisions will survive: Sections 1.3, 2, 4, 7, 9, 10.3, 11 (for fees due and payable), and 12 through 18.
- Fees and Payment Terms—See Terms in Annex A or in any email from Titan to Customer setting forth specific pricing and payment terms for individual beta Customers.
- Non-Disclosure. You (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will use the Confidential Information solely for the purpose of exercising your rights under this Agreement. Promptly upon expiration or termination of this Agreement, but no more than three days, you will return, or permanently erase or destroy at Titan’s request, all materials or media constituting or containing any Confidential Information in your possession or control. These obligations will survive until five years from the date of the disclosure of such Confidential Information (except that with respect to Titan’s trade secrets such obligations shall continue for so long as such trade secrets are entitled to legal protection under applicable law).
- Exceptions. You will not be liable for disclosure or use of any information which: (a) rightfully becomes publicly available other than by any breach of a duty to Titan; (b) rightfully became known to you before Titan’s disclosure of such information; (c) became known to you from a source other than Titan where such source did not breach an obligation of confidentiality to Titan; or (d) is independently developed by you without use or reference to the Confidential Information. You may disclose the Confidential Information if required by law or court order, provided you promptly notify Titan of such law or court order, and upon request, reasonably cooperates with Titan in seeking confidential treatment of such Confidential Information or other appropriate relief from such law or order.
- Feedback. You may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments or other feedback (“Feedback”) to Titan regarding the Services. Feedback, even if designated as “confidential” or “proprietary” by you, will not create any confidentiality or other obligation for Titan, and you grant Titan a royalty-free, fully paidup, worldwide, transferable, sublicensable, irrevocable, perpetual license to use such Feedback for any purpose.
You will indemnify, defend, and hold harmless Titan and its officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) based upon any third-party claim (a) arising from your breach of any of your obligations under this Agreement; (b) resulting from your violation of law or illegal conduct, fraud, gross negligence, or willful misconduct; or (c) arising from your access or use of the Services or the Titan Technology.
THE SERVICES, DOCUMENTATION, AND TITAN TECHNOLOGY ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TITAN HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, DOCUMENTATION, AND TITAN TECHNOLOGY, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TITAN DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR THAT ALL TRANSACTIONS WILL BE COMPLETED OR TRANSMITTED SUCCESSFULLY, THAT THE SERVICES, DOCUMENTATION, AND TITAN TECHNOLOGY WILL BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. TITAN MAKES NO WARRANTY CONCERNING TIMELINESS, SPEED, PERFORMANCE, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS OF ANY DATA, ANY RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, DOCUMENTATION, AND TITAN TECHNOLOGY, OR THAT THE SERVICES, DOCUMENTATION, AND TITAN TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS.
- LIMITATION OF LIABILITY
IN NO EVENT WILL: (A) TITAN BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS FOR LOSS OF DATA, INTERRUPTION OF SERVICES, OR LOSS OF REVENUE OR BUSINESS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND (B) TITAN’S TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY OR CAUSE OF ACTION, EXCEED, IN THE AGGREGATE, THE VALUE OF THE FEES PAID OR PAYABLE TO TITAN UNDER THE APPLICABLE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Dispute Resolution; Binding Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH TITAN AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for small claims disputes in which you or Titan seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Titan seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Titan waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or our Services resolved in court. Instead, all disputes arising out of or relating to this Agreement or our Services will be resolved through confidential binding arbitration held in Chicago, Illinois in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS“), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
YOU AND TITAN AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES IS PERSONAL TO YOU AND TITAN AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
You and Titan agree that this Agreement affect interstate commerce and that the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Titan agree that for any arbitration you initiate, you will pay the filing fee and all JAMS fees and costs. If Titan initiates arbitration, Titan will pay the filing fee and all JAMS fees and costs. You and Titan agree that the state or federal courts of the State of Illinois located in Chicago have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to this Agreement or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Titan will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of your acceptance of this Agreement by sending us written notice of your request to opt out of binding arbitration to the notice address provided in Section 18 below. To be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 17.
- Governing Law and Venue
This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of the State of Illinois, respectively, sitting in Chicago, Illinois.
- General Provisions
You may not assign your rights or obligations under this Agreement, in whole or in part, directly or indirectly, by operation of law or otherwise to a third party without the prior written consent of Titan. Each party is as an independent contractor to each other and will have no authority to bind the other party. Any waiver or modification of this Agreement must be in writing and signed by Titan to be effective. Each party is excused from performance of this Agreement (other than for any payments due from Customer) and will not be liable for any delay in whole or in part caused by any event or circumstance beyond the reasonable control of a party, including natural catastrophes, governmental acts, war, terrorism, labor strikes or difficulties, interruptions or failure of the Internet, failures of third-party network connections, or service outages of third-party service providers. If any provision of this Agreement is determined to be invalid, unenforceable, or otherwise illegal, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will be in full force and effect. The headings of this Agreement are for reference only and will not be used to interpret the meaning of this Agreement. Any reference to “includes” or “including” will be understood to be exemplary and not limiting and followed by “but not limited to.” Any delay or failure to exercise any right under this Agreement or any law does not constitute a waiver of that right in the future. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior oral or written communications and agreements between the parties. All notices under this Agreement must be sent in writing, via certified mail, or email followed by mail, by a party to the other party. Notices to Customer will be sent to the address associated with the Customer account. Notices to Titan must be sent to: Titan IO, Inc., 330 North Wabash Avenue, 23rd Floor, Chicago, IL 60611, Attn: Titan. Notices will be deemed given on receipt by the applicable party.