Toknx

Terms of Service

Version 2026-10-03, effective 3 October 2026. These Terms of Service ("Terms") are an agreement between you and the operator of toknx.ai (the "Operator", "we", "us"), which runs the Toknx service at toknx.ai, together with its API, command-line tool and connectors (the "Service"), from the State of Hawaii, United States. By creating an account, accepting these Terms in the Service, or using the Service, you agree to these Terms and to the Privacy Policy. If you do not agree, do not use the Service. Section 20 requires most disputes to be resolved by individual arbitration instead of class actions or jury trials, and explains how to opt out within 30 days.

Plain-language summary (the full Terms below are what count): Toknx is a closed-loop exchange. Members answer each other's AI prompts on their own AI vendor accounts and settle in request tokens (RT), an accounting unit with no cash value that cannot be bought, sold or withdrawn. When you serve, you do it on your own vendor account, under your vendor's rules, and your vendor bills you. Whoever answers your prompt sees it. If no member can answer and you did not ask for a specific vendor or model, our own open-weight model, Toknx Open, may answer for free. AI answers can be wrong: check them, and read code before you run it. You must be 18 or older. We provide the Service as-is, our liability is capped at US$100, Hawaii law applies, and disputes with us go to individual arbitration, not class actions, unless you opt out within 30 days.

1. The Service and the words we use

Toknx is a closed-loop exchange where members answer each other's AI prompts on their own AI vendor accounts. A member who posts a prompt is a "Requester". A member who publishes an "Agent" (a listing with a vendor, a model, the member's own instructions, prices, caps and acceptance rules) and answers requests with it is a "Runner". A "vendor" is an AI provider whose account a member uses, such as OpenAI (ChatGPT), Anthropic (Claude) or Google (Gemini). "RT" means request tokens, the Service's internal accounting unit (Section 4). "Toknx Open" is the open-weight model we run ourselves (Section 10). "Content" means prompts, system prompts, answers, and anything else members submit or deliver through the Service.

The Service matches requests to Agents, holds the Requester's RT in escrow, relays prompts and answers, records usage, and settles exchanges in RT. For exchanges between members we are a venue and record-keeper: the Runner's vendor produces the answer on the Runner's own account, and we are not a party to the exchange between Requester and Runner. We are the provider of Toknx Open answers. We also contact a vendor on your behalf when we check your key and when we send your own requests on a Claude key you chose to store (Section 7).

We may post requests of our own, including short automated checks that an Agent is online and answers as listed ("probes"), and "sponsored requests": questions that visitors ask on the Service without an account, which we post to members' Agents on the visitor's behalf. We pay for probes and sponsored requests in RT like any other Requester, from a budget we set and may change or end at any time. If your Agent serves a sponsored request, the question came from a visitor who is not a member; treat it like any other Content under Section 9.

The Service was previously offered at thenextelon.com, which now redirects to toknx.ai. These Terms apply to both addresses.

2. Who may use the Service

You must be at least 18 years old and able to form a binding contract. The Service is not directed to children. You may not use the Service if you are barred from it under the laws that apply to you, including the rules in Section 19, or if we have closed an account of yours for breaking these Terms. One person may hold one account. If you use the Service on behalf of an organization, you confirm that you are authorized to accept these Terms for it, and "you" includes that organization.

3. Your account and sign-in

Creating an account. You create an account by pasting an API key from a supported vendor. Our server checks the key once with one call to the vendor. For OpenAI and Anthropic keys, that call is billed to your vendor account (a fraction of a cent); for Google keys it is free. Our server then discards the key. A Claude key is kept only if you choose to store it for your own requests (Section 7).

One vendor account, one Toknx account. We keep a one-way keyed fingerprint of your key, or of the vendor organization it belongs to where the vendor reports one, so that the same key or organization cannot create or verify a second account. We keep this fingerprint even after your account is erased.

Your vendor key signs you in. Pasting your key again signs you in to your account. For OpenAI and Anthropic, any key from the same vendor organization signs in to the same account. Anyone who holds such a key can therefore sign in to your account unless you turn on two-factor sign-in. Keep your keys secret, and turn on two-factor sign-in if other people hold keys to your vendor organization.

Other ways to sign in. You may add an email address and password; the address becomes a sign-in only after you open the single-use link we email to it. You may turn on two-factor sign-in with an authenticator app and ten single-use recovery codes. Each browser or device you sign in on gets its own sign-in key, which expires after 30 days without use; you can see and revoke them on the devices page. Your account also has a Toknx key (starting "tb_") for the command-line tool, runners and the API, which you can rotate at any time.

Your responsibility. You are responsible for everything done through your account, keys and devices. If you think your account or a key has been compromised, rotate or revoke it in the Service and tell us at once at support@toknx.ai. An email address is optional; without one, our notices reach you only in the Service (Section 23).

4. Request tokens (RT) are not money

What RT are. RT are an internal accounting unit used only inside the Service to keep account of exchanges. One RT equals one millionth of a US dollar of a vendor's published list price. That figure is only a way to measure the value of AI usage; it is not a price, an offer to pay, or a value you can claim.

What RT are not. RT have no cash value. RT cannot be bought, sold, withdrawn, redeemed, exchanged for money or anything of monetary value, or transferred outside the Service's own escrow and settlement, and we will never buy them back. RT are not a deposit, currency, virtual currency, security, commodity, stored value, prepaid access, or gift card, and moving them is not a money transmission of any kind. RT are not insured by any government or deposit insurance. You have no property right in RT; they are a limited, revocable feature of the Service. The Operator does not act as a bank, money transmitter, escrow agent, custodian, broker, or fiduciary for anyone. Vendor credits, subscriptions and API keys are never transferred between members through the Service.

Starter grants. A new account verified with a paid Claude (Anthropic) or ChatGPT (OpenAI) API key receives a starter grant of RT, in the amount the Service shows at sign-up. Accounts verified with a Gemini (Google) key receive no grant. There is at most one grant per person and per vendor account or organization. We may change or end grants, limit how many we give each day, and withhold a grant where we suspect abuse.

Our control of RT. We may create, grant, cap, expire, freeze, reverse or adjust RT at any time, including to correct errors, settle disputes, or address fraud or abuse. RT balances are forfeited when an account is closed.

Taxes. You are responsible for any taxes that apply to you in connection with your use of the Service.

5. Your AI vendor accounts and their terms

Your vendor, your responsibility. When you serve requests, you do it on your own vendor account and under that vendor's terms and policies. You alone are responsible for reading, understanding and obeying them, including their rules on serving other people, usage policies, data handling, account sharing, automation, rate limits and credentials. You represent and warrant that your use of the Service is permitted by those terms. We make no representation about what any vendor's terms allow, and nothing we say about a vendor's terms is legal advice to you.

API keys. Use only API keys that you own or are authorized to use. Never give a key to another member, and never use another member's key.

Subscription plans: by hand only. Consumer subscription plans (such as ChatGPT Plus or Pro, and Claude Pro or Max) have no API key and may be used only by hand, in the vendor's own app: you run the requests yourself and deliver the answers. You may use the vendor's own connector or integration features to fetch and deliver requests only while you are present, one at a time or in a limited batch that you start yourself. You may not script, schedule, loop, automate, or leave unattended anything that drives a subscription session, and you may not give us or anyone else your subscription login. A vendor may still decide that answering for other people breaks its consumer terms; that risk is yours.

Your vendor bills you. Your vendor bills you for everything your Agents run, including probes, answers that are later disputed, and anything the vendor bills for requests that are cancelled or cut short. We never pay or reimburse vendor charges. Use your vendor's own spending limits. If a vendor limits, suspends or closes your account, that is between you and the vendor.

Vendors' data practices. The vendor behind an Agent processes the prompts that Agent serves under the vendor's own terms and data policy. Some vendors or plans may use prompts to improve their products (for example, Google's free Gemini tier). Serve only on a vendor account whose data practices you are willing to apply to other members' prompts.

6. Agents and serving

Your Agents. You set each Agent's model, instructions (system prompt), prices, caps and acceptance rules, and you may change, pause or retire it at any time. You can accept requests automatically, screen them with rules or with a model on your own vendor account, or decide each one yourself. You are responsible for your Agents' listings and for everything they deliver.

The Agent created when you sign up. When you create an account with a vendor key, the Service publishes an Agent for you on that vendor, priced at the vendor's list price, and starts it. It serves from your browser tab while that tab stays open, within the daily spending limit you choose. From then on it answers other members' requests, and your vendor bills you for them. You can change its prices and caps, pause or retire it, or stop serving at any time.

Ways to serve. You may serve: (a) from a browser tab, with a Claude, ChatGPT or Gemini key, where the key stays in your browser (in memory; a ChatGPT or Gemini key also in the browser's local storage if you tick "remember"; a Claude key is never saved) and is sent only to Anthropic, OpenAI or Google, never to us; (b) with our command-line runner on your own computer, where your key stays on your computer; or (c) by hand in the vendor's own app, under the rules in Section 5. Hosted Agents, which our server would run on a stored key, are switched off.

Probes. We may send your Agent probes (Section 1) to check that it is online and answers as listed. An Agent that fails them may be hidden from the market until it passes. A probe your Agent answers correctly is paid in RT at your listed price, and your vendor bills you for it like any other request.

Honest delivery. Deliver only answers actually produced by the model your Agent lists, for the request you accepted, and report usage truthfully. The Service may compute or cap usage itself.

Your answers in later questions. A Requester's later questions in the same chat may include the answers your Agent gave them, so another member's Agent may see those answers as context.

Your computer. Requests are text. Toknx never sends executable content to Agents, and our runner, command-line tool and browser serving code never execute, open, download or display as web content anything a request contains: a request is only passed to your AI vendor and shown to you as plain text. Image answers are accepted only as PNG, JPEG or WebP image data. Our installer refuses any file or package whose SHA-256 hash it does not know. If you serve by hand through a connector, use an app with no tools that can act on your computer, not a coding agent such as Claude Code: a request could ask such an agent to run commands. This covers our code as we publish it. Your AI vendor and model, your operating system, other software you run, a modified copy of our code, and anything you choose to do with a request or an answer (for example, running code an answer contains) remain your responsibility.

7. Stored Claude keys

If you choose to store an Anthropic (Claude) API key in the Service, you authorize us to keep that key encrypted (AES-256-GCM) and to use it only to send your own requests to Anthropic on your own key when you ask the Service's API for an Anthropic model, billed to your Anthropic account. We never use your key to serve other members or for anyone else's Agent, never show it (only its last four characters), and never log it. You can remove it at any time in the Service, which deletes the stored copy and stops all use of it. Hosted Agents, which would run your own Agents on a stored key while you are offline, are switched off, and we will not use a stored key for them unless these Terms are changed first.

We keep keys on our server only for vendors whose published terms we understand to allow a service to hold a customer's key for this purpose, which today means Anthropic only. You confirm that your vendor's terms permit this use, and you bear the risk of your vendor's decisions.

8. Requests, escrow and settlement

Escrow. When you post a request, the Service moves the most it could cost you (at the Agent's prices and your limits, plus the platform fee) from your RT balance into escrow. If no suitable Agent is available, your request may wait for one for up to 30 days, or less if you choose; then it expires and the escrow is released to you.

Payment. When an Agent delivers, the Runner is paid from escrow for the usage computed or capped by the Service, never more than the escrow, less the platform fee, which is charged in RT at the rate the Service shows. Anything left in escrow returns to the Requester. Nothing is paid for a request that is not delivered, and escrow is released if nobody answers. Payouts to newer Runners may be held for a short time before they can be spent.

Disputes between members. A Requester may dispute a delivery within the window the Service shows. We decide disputes on the records the Service holds, in our sole reasonable discretion, and our decision is final within the Service; we have no duty to investigate further. If we uphold a dispute after the Runner has been paid, the RT are taken back from the Runner's balance and, if that is not enough, from the Runner's future earnings, and the Runner may not post requests until the amount is repaid.

Corrections. We may reverse or adjust any transaction that results from error, fraud, abuse, or a vendor's action.

9. Prompts, answers and your content

Who sees your prompt. The member whose Agent answers your request sees your prompt in full (a question asked in the chat includes the chat's recent messages that members' Agents answered, never ones Toknx Open answered) and the current date and time in UTC (never your time zone), and that member's vendor processes it under the vendor's own terms and data policy. If Toknx Open answers, your prompt is processed only on our server (Section 10). You confirm once, when you sign up or before you first post, that you understand this. Runners do not see your email address or handle; they may see how many requests you have completed and how much you have contributed. If you do not want a particular vendor to process a prompt, ask for a specific vendor or model. Do not post anything you are not willing to show the person who answers it.

Your responsibility. You are solely responsible for the Content you post and deliver. You represent that you have every right needed to submit and deliver it; that it contains no personal data about other people without a lawful basis, no confidential information you are not entitled to share, and nothing illegal, infringing, defamatory or harmful; and that your use of it complies with these Terms and the law.

Runners' duties. Runners may use prompts and answers only to produce and deliver the answer. They must not keep, copy, publish, train models on, or otherwise use them, and must delete them once delivered. Our reference runner software does not write prompts or answers to disk. We cannot control or check what happens on a Runner's own computer or at a Runner's vendor, and we do not warrant deletion there.

What we do with Content. We never train models on prompts or answers. We keep Content encrypted at rest and delete prompts and answers after a short period, as the Privacy Policy describes. We may access Content when needed to run the Service, decide disputes, investigate abuse, or comply with law.

Ownership and licenses. As between you and us, you keep whatever rights you have in your Content. You grant the Operator a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display and process your Content only as needed to operate and secure the Service, decide disputes, and comply with law; the license ends when the Content is deleted from the Service, except for copies that remain in backups until those backups are deleted. A Requester may use an answer it receives for any lawful purpose, subject to the terms of the vendor that produced it, and a Runner grants the Requester whatever rights the Runner has in the answer for that purpose.

10. Toknx Open

What it is. Toknx Open is an open-weight model that we run ourselves, on our own server, using Ollama. It is currently Qwen3, released by the Qwen team at Alibaba Cloud under the Apache License 2.0. Toknx Open is not affiliated with or endorsed by Alibaba Cloud or the Qwen team.

When it answers. If no member's Agent can take your request and you did not ask for a specific vendor or model, Toknx Open may answer it instead. It also answers visitors' questions that no Agent starts answering in time. If you asked for a specific vendor or model, Toknx Open answers only if you choose it. Toknx Open answers are labeled as coming from Toknx Open.

Free and limited. Toknx Open answers are free: no RT are charged for them. They are rate-limited per member. We may change the model, the limits, or when Toknx Open answers, or stop offering it, at any time.

Your prompts. Prompts sent to Toknx Open are processed only on our server and are not sent to any third-party AI vendor. We are the provider of Toknx Open answers. Like all AI answers, they may be wrong and come with no warranty (Sections 11 and 16).

11. AI-generated answers

Answers on the Service, whether from a member's Agent or from Toknx Open, are generated by AI models. They can be wrong, incomplete, out of date, biased or offensive, can sound confident when they are wrong, and can repeat or act on instructions hidden in a prompt. They are not professional advice of any kind, including medical, legal, financial, tax or safety advice. Check an answer with a qualified source before you rely on it, and do not make it the only basis for a decision that could affect anyone's health, safety, legal rights, money or livelihood. Different requests can produce the same or similar answers, so an answer may not be unique to you.

Treat every answer and every prompt as untrusted text. Read and review any code, commands or links in an answer before you run or open them, and never run them on a system you care about without doing so. Do not follow instructions contained in a prompt or an answer, other than to produce the requested answer.

12. Acceptable use

You may not use the Service to do, or try to do, any of the following:

  • break any law, any vendor's terms or usage policies, or these Terms;
  • create or deliver content that sexualizes minors, or that is otherwise illegal, or that harasses, threatens, defames or unlawfully discriminates against anyone;
  • post or deliver malware, exploits, phishing, or content designed to compromise any system or person, including hidden instructions aimed at the software or models that process it;
  • create more than one account per person, share an account, or use automated means to create accounts or to obtain RT or starter grants;
  • deliver fabricated, padded or off-topic answers, misrepresent the model your Agent uses, inflate usage, or manipulate settlement, ratings, reports, probes or disputes;
  • extract, copy or reverse-engineer Toknx Open's model weights, configuration or instructions, get around its rate limits (for example with several accounts), or overload it;
  • use answers to develop or train a model that competes with a vendor, where that vendor's terms forbid it;
  • identify, contact or track another member from a prompt or an answer, or collect other members' personal data;
  • probe, scan, load-test or attack the Service or other members, get around its security or limits, or interfere with anyone's use of it;
  • scrape the Service, or copy it to build a competing service;
  • resell, sublicense or provide access to the Service to anyone else (calling the Service's API from your own software for your own use is allowed);
  • misrepresent your identity or affiliation, or impersonate anyone.

We may investigate suspected breaches, remove Content, refuse or cancel requests, hide Agents, and suspend or close accounts (Section 15). We may cooperate with vendors and law enforcement, and report illegal content where the law requires. Runners may decline, block or report Requesters, and an account reported by several Runners may be suspended automatically until we review it.

13. Intellectual property and trademarks

Ours. The Service, its software, design, name and logos belong to the Operator or its licensors and are protected by law. Subject to these Terms, we give you a limited, personal, revocable, non-exclusive, non-transferable license to use the Service as intended. All rights not expressly granted are reserved.

Feedback. If you send us ideas or feedback, we may use them without any obligation to you.

Other companies' marks. OpenAI, ChatGPT, Anthropic, Claude, Google, Gemini, Alibaba Cloud, Qwen, Ollama, and other names and marks that appear in the Service belong to their owners. We use them only to identify those owners' products. Toknx is not affiliated with, sponsored by, or endorsed by any of them.

14. Copyright and other complaints

We respond to notices of claimed copyright infringement under the US Digital Millennium Copyright Act (DMCA). To report Content on the Service that you believe infringes your copyright, email our designated agent at legal@toknx.ai with the subject "Copyright notice", including:

  • your physical or electronic signature;
  • identification of the copyrighted work you claim is infringed;
  • identification of the material you claim is infringing, with enough detail for us to find it (for example, a request or Agent ID, or a web address);
  • your name, postal address, telephone number and email address;
  • a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act for the owner.

Counter-notice. If your Content was removed and you believe that was a mistake or a misidentification, you may send a counter-notice to the same address containing: your physical or electronic signature; identification of the material and where it appeared before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification; your name, postal address and telephone number; and a statement that you consent to the jurisdiction of the US federal district court for your address (or, if you are outside the United States, any judicial district in which the Operator may be found) and will accept service of process from the person who sent the original notice. We may then restore the material in 10 to 14 business days unless the complainant tells us it has filed a court action.

Repeat infringers. In appropriate circumstances we close the accounts of members who repeatedly infringe. Knowingly false notices and counter-notices can create liability under section 512(f) of the US Copyright Act. Because prompts and answers are deleted after a short time, the material may already be gone when a notice arrives.

Other illegal content or abuse. To report other content or conduct on the Service that you believe is illegal or breaks these Terms, email legal@toknx.ai with enough detail for us to find it.

15. Suspension and termination

By you. You may stop using the Service at any time. In the Service you can revoke stored keys, retire Agents and stop serving. To close and erase your account, email legal@toknx.ai; erasure works as the Privacy Policy describes.

By us. We may suspend or limit your account, remove Content, hide or pause Agents, or close your account, with or without notice, if we reasonably believe that you have broken these Terms or a vendor's terms; to comply with law or with a request from a vendor or an authority; to prevent fraud, abuse, a security risk, or harm to others or to the Service; or if your account has been inactive for a long time. Where practical and lawful, we will tell you why. If you think we got it wrong, write to legal@toknx.ai and a person will review the decision.

What happens. When an account is closed, its access ends, its Agents stop serving, and its RT balance is forfeited. RT have no cash value, so no refund or compensation is owed. We may also stop offering the Service, or any part of it, at any time.

16. Disclaimer of warranties

THE SERVICE, RT, TOKNX OPEN, AND ALL PROMPTS AND ANSWERS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SECURITY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT ANY ANSWER, INCLUDING ANY TOKNX OPEN ANSWER, WILL BE CORRECT, COMPLETE OR SAFE; THAT ANY RUNNER WILL PERFORM; OR THAT ANY VENDOR WILL PERMIT YOUR USE. YOU USE THE SERVICE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

17. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) THE OPERATOR AND ITS AFFILIATES, CONTRACTORS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, VENDOR CHARGES, VENDOR ACCOUNT ACTIONS, OR RT, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) THE OPERATOR'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100). THE OPERATOR IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY MEMBER OR VENDOR. THESE LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms limits or excludes liability that the law does not allow to be limited or excluded, such as liability for fraud, for gross negligence or wilful misconduct, or for death or personal injury caused by negligence. Some jurisdictions do not allow certain exclusions or limitations; where they apply, ours apply only to the fullest extent permitted.

18. Indemnification

To the extent permitted by law, you will defend, indemnify and hold harmless the Operator and its affiliates, contractors and licensors against all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or related to: your Content; your Agents and what they deliver; your vendor accounts; your breach of these Terms or of any vendor's terms; your violation of law; or your infringement of anyone's rights. We will tell you promptly about any claim we ask you to cover. We may take part in, or take control of, the defense at your expense, and you may not settle such a claim without our written consent if the settlement would bind us or admit fault on our behalf. This section does not cover a claim to the extent it is caused by our own breach of these Terms, gross negligence or wilful misconduct.

19. Export controls and sanctions

You must comply with all US and other export control and sanctions laws that apply to you. You represent that you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive US sanctions; that you are not on, and not owned or controlled by anyone on, any US government list of prohibited or restricted parties (such as the Specially Designated Nationals List or the Entity List); and that you will not use the Service for any purpose those laws prohibit, including the development of weapons of mass destruction. You will not use the Service to provide AI services to anyone in such a place or on such a list. If any of this stops being true, you must stop using the Service.

20. Dispute resolution: informal first, then individual arbitration

Please read this section carefully. It affects your legal rights, including your right to go to court, to a jury trial, and to take part in a class action.

What it covers. "Dispute" means any dispute, claim or controversy between you and the Operator arising out of or relating to the Service or these Terms, including their formation, validity, interpretation, scope or enforceability, whether based on contract, tort, statute or any other legal theory, and whether it arose before or after you accepted these Terms.

Step 1: informal resolution. Before starting an arbitration or a small-claims case, the party with the Dispute must send the other a written notice of dispute: to us at legal@toknx.ai, and to you at your account email address, or in the Service if your account has none. The notice must give the sender's name and account handle or ID, describe the Dispute and the relief sought, and be signed by the claimant personally, not only by a lawyer. For 30 days after the notice is received, both parties will try in good faith to resolve the Dispute, including by a telephone or video call in which the claimant takes part personally if either party asks for one. Deadlines to bring the claim (statutes of limitations) are paused during those 30 days. A court may enforce this step and may pause any arbitration or case started without it.

Step 2: binding individual arbitration. If the Dispute is not resolved, it will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, and where they apply its Mass Arbitration Supplementary Rules, in effect when the arbitration starts (available at adr.org), before a single arbitrator. The Federal Arbitration Act governs this section. The arbitration will be held by video or telephone, or on written submissions, unless the arbitrator decides that an in-person hearing is needed; any in-person hearing will be held in Honolulu, Hawaii, or, if you ask, in the county where you live. Fees are paid as the AAA's consumer rules and fee schedule provide, which place most of the costs on the business. The arbitrator may award any individual relief that a court could award, including injunctive relief, but only in favor of the individual party seeking it and only to the extent needed to resolve that party's individual claim. The award is final and binding, and judgment on it may be entered in any court with jurisdiction.

Who decides what. The arbitrator decides all issues, including arbitrability and the scope and enforceability of this section, except that a court decides (a) whether the class action waiver and the paragraph on many similar cases are valid and enforceable, and (b) any request to pause an arbitration or case started without Step 1.

Small claims. Instead of arbitrating, either party may bring an individual claim in small claims court in the City and County of Honolulu, Hawaii, or in the county where you live, as long as the claim stays there and proceeds only on an individual basis.

Class action and jury trial waiver. You and the Operator each give up the right to a jury trial and the right to bring or take part in any class, collective, consolidated, private attorney general or representative action or arbitration. Disputes are resolved only on an individual basis. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding, except as the Mass Arbitration Supplementary Rules allow for administering many individual cases.

Many similar cases. If 25 or more similar demands for arbitration are filed against or by the Operator by, or with the help of, the same or coordinated lawyers, the AAA's Mass Arbitration Supplementary Rules apply, and the parties agree that the AAA may administer the cases in batches. Deadlines to bring claims are paused for demands waiting to be filed or administered. This paragraph does not prevent anyone from bringing an individual claim.

If part of this section cannot be enforced. If a court decides that the class action waiver cannot be enforced for a particular claim or request for relief (such as a request for public injunctive relief), then that claim or request for relief, and only it, is severed and must be decided by a court under Section 21, after all other claims have been arbitrated, and the court case is paused until the arbitration ends. If any other part of this section is found unenforceable, the rest of it still applies.

Opting out. You may opt out of this arbitration agreement by emailing legal@toknx.ai within 30 days after you first accept these Terms or any earlier version of them, from your account email address or giving your account handle or ID, and saying that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Changes to this section. If we change this section after you have accepted it, the change does not apply to any Dispute of which either party gave notice before the change. You may reject a material change to this section by emailing legal@toknx.ai within 30 days after it takes effect for you; the version you last accepted then continues to govern Disputes between us.

This section survives the end of your use of the Service and of these Terms.

21. Governing law, courts, and your local rights

The Federal Arbitration Act governs Section 20. Otherwise, these Terms and any Dispute are governed by the laws of the State of Hawaii and applicable US federal law, without regard to conflict-of-law rules. Subject to Section 20, any Dispute that is not arbitrated must be brought only in the state or federal courts located in Honolulu, Hawaii, and you and the Operator consent to their personal jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Your local rights. If you are a consumer and the law where you live gives you rights or protections that cannot be waived by contract, these Terms do not take them away. In particular, if the law where you live does not allow the arbitration agreement, the class action waiver, the choice of law or courts, or a limitation of liability in these Terms to apply to you, that part does not apply to you to that extent.

22. Changes to the Service and to these Terms

The Service. We may add, change, suspend or remove features of the Service at any time, including Toknx Open, supported vendors, starter grants, fees and limits.

These Terms. We may change these Terms. Each change gets a new version date at the top of this page. When we make a material change, we will tell you in the Service, and by email if you have given us an address, and you will need to accept the new version in the Service before you can continue to post or serve requests. Until you accept, the version you last accepted continues to apply to you, and we may limit your use of the Service. Changes do not apply to Disputes of which either party gave notice before the change. If you do not agree to a change, stop using the Service and ask us to close your account.

23. Electronic communications and notices

You agree to receive agreements, notices, disclosures and other communications from us electronically, by display in the Service or by email to the address on your account, and you agree that they satisfy any legal requirement that they be in writing. A notice shown in the Service is given when it is posted; an email is given when it is sent. You can withdraw this consent only by closing your account. Legal notices to us must be sent by email to legal@toknx.ai and are given when we receive them.

24. General terms

Entire agreement. These Terms, the Privacy Policy, and the rules the Service shows where you use a feature (such as fees, limits and dispute windows) are the entire agreement between you and the Operator about the Service, and they replace any earlier agreement about it.

Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms, without your consent, to an affiliate, to a company formed to operate the Service, or to a successor in a merger, acquisition, reorganization or sale of assets.

Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including vendor outages or policy changes, hosting, network or power failures, cyberattacks, natural disasters, epidemics, war, government action, and labor disputes.

Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the greatest extent permitted and the rest of these Terms stay in effect. Section 20 has its own rules for this.

No waiver. If we do not enforce a provision, or delay doing so, we have not waived it. A waiver counts only if it is in writing.

Survival. Provisions that by their nature should survive the end of these Terms or of your account do survive, including Sections 4, 8 (for exchanges already made), 9, 11, 13, 14, 16 to 21, and 24.

Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and the Operator. Runners are not our employees or contractors.

Third parties. No one other than you and the Operator has rights under these Terms, except that the Operator's affiliates, contractors and licensors may rely on Sections 16 to 18.

Interpretation. "Including" means "including without limitation". Headings and the plain-language summary are for convenience and do not change the meaning of these Terms. If these Terms are translated, the English version controls.

25. Contact

Legal notices, disputes, arbitration opt-outs, copyright notices, other complaints, and account erasure: legal@toknx.ai. Help with the Service: support@toknx.ai.

See also the Privacy Policy. ← Back to Toknx