Terms of service

1. Acceptance and parties

These Terms of Service (the “Terms”) are a binding agreement between you and Mertin Industries Inc., a company organized under the laws of the Republic of Panama with its registered office at SL-55 Building, 31st Floor, Samuel Lewis Ave. & 55 East St., Obarrio, Panama City, Republic of Panama (“Operator,” “we,” “us,” or “our”).

They govern your access to MXTK Data Exchange, including the site, portal, application programming interfaces, MCP endpoint, agent tokens, listings, approvals, delivery and related services (the “Services”). By accessing or using the Services you accept these Terms and the Privacy Policy. If you do not accept them, do not use the Services.

You represent that you are a commercial party with authority to bind the organization you represent and that you have had the opportunity to obtain legal, tax and compliance advice.

2. Definitions

• Data means the de-identified dataset described in a listing.
• Listing means the bundle, components, licence, term, territory, price and metadata published by a seller.
• DUA means the data use agreement generated for a listing and accepted by an authorized buyer.
• Seller means the organization that publishes a listing.
• Buyer means the organization that acquires a licence under a DUA.
• Agent Token means a scoped bearer token issued for MCP/OpenAPI access.
• Transaction means a deal formed when a buyer accepts a listing and a DUA.

3. Eligibility, KYC/AML and sanctions

You must be at least 18, have full legal capacity, and be authorized to act for your organization. We may require KYC/KYB, beneficial-ownership, signatory, sanctions, PEP and adverse-media checks before or during use. We may reuse the NeoBank KYC and sanctions program and its providers; you authorize those checks and will provide accurate information.

You represent that you are not: (a) a person on the OFAC Specially Designated Nationals list, the UN, EU, UK or Panama sanctions lists, or any equivalent list; (b) owned or controlled by such a person; or (c) located in or ordinarily resident in a comprehensively sanctioned jurisdiction, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine. You will not use VPNs, proxies, false attestations or other means to circumvent these controls.

We may refuse, suspend, unwind or terminate access if we determine that a transaction creates sanctions, AML, fraud, legal or reputational risk.

4. Accounts, organizations and agent tokens

You must provide accurate account and organization information and keep it current. You are responsible for all activity under your account and for your members. Keep credentials and Agent Tokens confidential; notify security@mxtktoken.com of unauthorized access.

Agent Tokens are scoped, expiring and revocable. They may discover, compare, quote and prepare a checkout, but may not accept a DUA, create a binding deal, settle or download a delivery. You remain responsible for every action taken with a token you issue.

5. Marketplace role; licence, not sale

The Operator operates the marketplace, records transactions and provides evidence. The Operator is not the owner or licensor of seller Data, is not the buyer's custodian, and is not a party to the licence between seller and buyer. A Transaction licenses Data under the listing and DUA; it does not transfer ownership of the Data or of any intellectual-property rights except as expressly stated.

The listing, the DUA and these Terms form the transaction documents. If they conflict, the DUA controls for the Transaction, then the listing, then these Terms. The Operator does not provide legal, medical, investment, tax or accounting advice.

6. Seller terms and representations

The Seller represents and warrants on a continuing basis that: (a) it has the right, title and authority to license the Data; (b) it has a lawful basis and any required consents or permissions; (c) the Data has been de-identified and contains no identifiable data, protected health information or special-category data; (d) the listing is accurate and not misleading; (e) the Data contains no malware or unlawful content; and (f) the licence terms do not violate any obligation to a third party.

The Seller must respond to buyer verification questions, deliver the committed file, maintain the stated quality, and notify the Operator of a data incident or material inaccuracy. The Seller is responsible for its own tax and regulatory obligations.

7. Buyer terms and DUA

The Buyer may use the Data only as the listing and the accepted DUA permit. The Buyer must not re-identify any individual, attempt to re-identify, link the Data to other data to identify a person, or use the Data unlawfully. The Buyer must not resell, sublicense or disclose the Data outside the licence.

An authorized human must accept the DUA. An Agent Token may prepare the checkout but cannot accept the DUA or bind the organization. The Buyer must verify the manifest before accepting delivery and must pay the fees when due.

Where the DUA permits model training, the Buyer must comply with the stated scope, security and retention terms. Where it does not, the Buyer must not train, fine-tune, evaluate or benchmark a model on the Data.

8. Fees, payment and taxes

Fees are displayed before a Transaction. The Operator may charge a buyer fee, a seller fee or both. The buyer's all-in price and the seller's reserve are shown in the checkout or listing. Checkout states whether a charge is live; no funds move unless the checkout says so.

A buyer may publish a data request for a US$1.00 anti-spam fee. The request fee is not payment for data, is non-refundable once the request is published, and does not obligate any seller to respond or any buyer to transact. It may be paid by card or USDC; a USDC request is published only after the Operator verifies the transaction.

You are responsible for taxes, levies and withholding applicable to you. The Operator may suspend delivery, settlement or a published request for non-payment, chargeback, fraud or a legal hold.

9. Acceptable use and prohibited data

You may not use the Services to: violate law or third-party rights; upload identifiable, stolen or unlawfully obtained data; upload malware; re-identify individuals; scrape or overload the service; bypass security, fees, eligibility or geographic controls; misrepresent identity, authority or provenance; or use the Services to build a competing database. Prohibited data includes protected health information, financial account numbers linked to an individual, government identifiers, and any data the seller has no right to license.

10. Intellectual property and confidentiality

The Services, software, Marks and content (other than seller Data) are owned by the Operator or its licensors. Sellers retain their rights in Data and grant only the licence stated in the listing and DUA. Each party must protect the other's confidential information and use it only for the Transaction.

11. Data incidents

If you suspect a breach, re-identification, unauthorized disclosure or delivery mismatch, stop using the affected Data, preserve evidence, and notify security@mxtktoken.com promptly. You must cooperate with containment and any notification obligations that apply to you.

12. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT. THE OPERATOR DOES NOT WARRANT THAT DATA IS ACCURATE, COMPLETE, LAWFUL, NON-INFRINGING OR FIT FOR YOUR PURPOSE, OR THAT DE-IDENTIFICATION IS EFFECTIVE. QUALITY REPORTS AND MANIFESTS ARE MEASUREMENTS, NOT WARRANTIES.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

The Operator's aggregate liability for all claims arising out of or relating to the Services will not exceed the greater of (a) the fees paid to the Operator for the affected Transaction in the twelve months before the claim, or (b) US$100. This cap does not apply to fraud, fraudulent misrepresentation, willful misconduct, or liability that cannot lawfully be limited.

14. Indemnity

You will defend, indemnify and hold harmless the Operator and its officers, directors, employees, agents and licensors from third-party claims, losses, liabilities, fines, costs and reasonable attorneys' fees arising from: your use of the Services; your breach of these Terms or a DUA; your Data, content or attestation; your violation of law or third-party rights; or your misrepresentation of identity, authority, eligibility, sanctions status or provenance.

15. Suspension and termination

We may suspend or terminate access for breach, legal or sanctions risk, non-payment, fraud, or misuse. You may close your account subject to outstanding Transactions, audit retention and legal obligations. Licence, confidentiality, indemnity, limitation, dispute and surviving provisions continue after termination.

16. Governing law and dispute resolution

Governing law. These Terms and any non-contractual obligation arising out of them are governed by the laws of the Republic of Panama, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

Negotiation. Before arbitration, send a written dispute notice to legal@mxtktoken.com describing the dispute and relief sought. The parties will negotiate in good faith for at least 60 days. The limitation period is tolled during negotiation.

Arbitration. A dispute not resolved by negotiation will be finally resolved by binding arbitration administered by the Center of Conciliation and Arbitration of the Chamber of Commerce, Industries and Agriculture of Panama (CeCAP) under its rules. The seat is Panama City, Panama; the language is English; there is one arbitrator, or three if the amount in controversy exceeds US$1,000,000. The tribunal decides arbitrability. Judgment may be entered in any court of competent jurisdiction.

Class and jury waiver. To the maximum extent permitted by law, each party waives any right to participate in a class, collective, consolidated or representative proceeding and any right to a jury trial. If a claim proceeds in court, the courts of Panama City have exclusive jurisdiction, except that either party may seek interim relief anywhere.

Limitation period. A claim must be brought within one year after the cause of action accrues, unless applicable law requires a longer period.

17. Changes, notices and general

We may modify the Services and these Terms. Material changes are effective when posted with a new date. Your continued use after the effective date accepts the revised Terms. Notices to us must go to legal@mxtktoken.com and to the registered office. We may notify you by email or through the portal.

If a provision is unenforceable, it will be modified to the minimum extent necessary or severed. No waiver is effective unless in writing. You may not assign these Terms without our consent; we may assign in a corporate transaction. These Terms, the Privacy Policy and the applicable DUA/listing are the entire agreement for their subject matter.

18. Contact

Legal: legal@mxtktoken.com
Mertin Industries Inc., SL-55 Building, 31st Floor, Samuel Lewis Ave. & 55 East St., Obarrio, Panama City, Republic of Panama.

Operator details

Mertin Industries Inc. · SL-55 Building, 31st Floor, Samuel Lewis Ave. & 55 East St., Obarrio, Panama City, Republic of Panama.
Legal: legal@mxtktoken.com · Privacy: privacy@mxtktoken.com · Security: security@mxtktoken.com