Effective Date: October 20 2022
Welcome to Tram Global. Please read these Terms of Service (the “Terms”) carefully because they govern your use of the website located at http://tram.global/ (the “Site”) and the platform on which users receive digital token(“Tokens”) by choosing a low carbon mobility way to commute. Those Tokens can be exchanged in our green marketplace (the “Tram Platform”) offered by TRAM GLOBAL Inc. (“Tram”). To make these Terms easier to read, the Site, our services, and App are collectively called the (“Services”).
If you choose to accept these Terms, you must do so as it is presented to you – no changes will be accepted by us. If any future changes are unacceptable to you, you should discontinue using the Services. Your continued use of the Services now, or following the posting of any such changes, will indicate your acceptance of these Terms, and of any such changes.
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TRAM THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE DISPUTE RESOLUTION SECTION FOR DETAILS REGARDING ARBITRATION.
Tram is not a wallet provider, exchange, broker, financial institution, or creditor. Tram provides a peer-to-peer web service that helps users discover, interact, and issue Tokens through public blockchains . To use our Services, you must use a third-party wallet which allows you to engage in transactions on blockchains.
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of these Terms, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
Changes. We reserve the right to modify, change, add or remove any part of these Terms, or any part of the Services and features at any time. Please review the Terms from time to time so you will be apprised of any changes. When we change the Terms in a material manner, we will update the “Effective Date” at the top of this page. Your continued use of the Services constitutes your acceptance of the new Terms. If you do not agree, do not use or continue to use the Services.
Who May Use the Services? The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. The Services are not authorized for use in certain other jurisdictions in which the United States has embargoes good or has otherwise applied any economic sanctions. Without limitation, you must be at least 18 years of age to use the Services. You may not attempt to access or use the Services if you are not permitted to do so.
Account Creation. For certain features of the Services, you’ll need to register for an account, you must first successfully complete the sign up process. It is important that you provide us with accurate, complete, and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account.
To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are entirely responsible for maintaining the security and confidentiality of your account and password. YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You must notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by us or another party due to someone else using your account or password.
You are only allowed to create one account and you agree you won’t share your account with anyone. You also agree that you will not: (i) create another account if we’ve disabled one you previously established, unless you have our prior written consent; (ii) buy, sell, rent or lease access to your account or username, unless you have our prior written consent; (iii) share your account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.
Additional Information. Tram may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism.
Tram may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your account is being used for money laundering or for any other illegal or unauthorized activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your account were made in breach of these Terms. In each such case, Tram, in its sole discretion, may disable (or terminate) your account until such additional information and documents are reviewed by Tram and are accepted as satisfying the requirements of applicable law.
Right to Block Access. We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
Equipment and Software. You must provide all equipment, connectivity, and software necessary to connect to the Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when access the Service.
About the Services
Parties. Our Services allow you to earn Tokens by choosing low carbon methods of transportation such as walking, biking, public transit, electric-vehicles, ride-pooling, etc. These Tokens can then be used to redeem items from third party entities who need to reduce their carbon emissions (the “Companies”) via the Tram Platform. Tram is not a party to the transactions between you and the Companies. Tram does not have control over the products or the transactions between you and the Companies, nor does Tram assume any responsibility for transactions or products. You acknowledge and agree that the Tokens and any associated payments shall be programmed to enable you to take certain actions to be self-executing via a governing blockchain’s smart contract system.
Our Relationship. TRAM IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. TRAM FACILITATES TRANSACTIONS BETWEEN YOU AND THE COMPANIES BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN YOU AND THE COMPANIES OR ANY OTHER USERS.
Costs and Taxes. You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Regulatory and Compliance Suspensions or Terminations. You agree to abide by all applicable local, state, national, and international law and regulations including U.S. export and re-export control and economic sanction laws and regulations, with respect to your use of the Services.
We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by Tram. In accordance with our anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you to utilize the Services. Such limitations may include rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
Rights and Terms for the App
App License. If you comply with these Terms, Tram grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computer, mobile handset, tablet, wearable device, and/or other device and to run the App solely for using the Services.
Apple has no obligation to furnish any maintenance and support services with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
General Prohibitions. Except as set forth herein, you may not use, or permit others to use, the Services. Without limiting the foregoing, you shall not, and shall not permit anyone else to, in whole or in part: (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Services; (b) copy the Services; (c) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the Services; (d) develop, sell or distribute applications that integrate with the Services or otherwise make use of the Services; (e) remove any proprietary notices or labels on or relating to the Services; (f) violate any applicable local, state, national, or international law, rule or regulation; (g) use the Services in any manner that could damage, disable, overburden, or impair our servers or networks or interfere with any other user’s use and enjoyment of the Services; (h) gain or attempt to gain unauthorized access to any of the Services, accounts, computer systems or networks connected to us through hacking, password mining or any other means; or (i) use the Services in any manner that could damage, disparage, or otherwise negatively impact us or our licensors.
You may not use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments.
Tram Intellectual Property. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Tram logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Tram Content”) are the proprietary property of Tram or our affiliates, licensors or users, as applicable. You may not use any Tram Content to link to the Service without our express written permission. You may not use framing techniques to enclose any Tram Content without our express written consent.
Tram and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
References to any other products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by Tram.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY TRAM, THE SERVICE, TRAM CONTENT CONTAINED THEREIN, THE TOKENS, AND ANY CRYPTOCURRENCY ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TRAM (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TRAM DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICE, TRAM CONTENT CONTAINED THEREIN, THE TOKENS, AND ANY CRYPTOCURRENCY ASSETS LISTED THEREIN.
WHILE TRAM ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND TRAM CONTENT SAFE, TRAM CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, TRAM CONTENT, ANY CRYPTOCURRENCY ASSETS LISTED THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON THE SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, TRAM MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE TRAM PLATFORM.
Tram is not responsible for sustained casualties due to vulnerability or any kind of failure or abnormal behavior of software (e.g., wallet), blockchains or any other features of the Tokens. Tram is not responsible for casualties due to any late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Tokens, including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Tram, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Tram Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (i) your use or misuse of the Services, Tram Content, or Tokens; (ii) your violation of these Terms; (iii) your use or disposal of any Tokens; (iv) your violation of the rights of a third party or of applicable law; or (v) your negligence or willful misconduct. You agree to promptly notify Tram of any Claims and cooperate with the Tram Parties in defending such Claims. You further agree that the Tram Parties shall have control of the defense or settlement of any third-party Claims.
Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL TRAM OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRAM OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL TRAM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, CONTENT, TOKENS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO TRAM FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO TRAM, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRAM AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in the section entitled “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Tram are not required to arbitrate will be the state and federal courts located in the County of Miami-Dade, Florida, and you and Tram each waive any objection to jurisdiction and venue in such courts.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Tram agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Tram are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 20(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 20(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND TRAM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 20(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Miscellaneous. These Terms, including without limitation, any of the duties and obligations hereunder, may not be delegated or assigned, in whole or in part, by you. The provisions of these Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. These Terms constitute the complete and exclusive statement of the mutual understanding of the parties with respect to the subject matter hereof and supersede and cancel all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter hereof.No agency, partnership, joint venture, or employment, whether express or implied, is created as a result of these Terms. x