TokenNo Terms of Service (United States)Draft

DRAFT — this document is waiting for review by qualified legal counsel in USA. It is not yet in force and must not be relied on.

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DRAFT. NOT YET IN FORCE. These Terms of Service are a draft. Qualified legal counsel in the United States has not yet reviewed them, and they are not in force. They are not legal advice. Text in [square brackets] is a placeholder or a point still open for counsel. The final version will replace this draft before any customer or business uses TokenNo in the United States.

Please read section 14 (Disputes, arbitration and class action waiver) carefully. Unless you opt out, it requires most disputes with TokenNo to be resolved by individual arbitration rather than in court.

Part A. General terms (for everyone)

1. About these terms

These Terms of Service ("Terms") are an agreement between you and [TokenNo North America entity legal name], [registered address] ("TokenNo", "we", "us"). Contact: info@tokenno.com. They cover your use of TokenNo in the United States, including:

  • the TokenNo customer app;
  • the TokenNo Business app, web front desk and TV board;
  • the admin console;
  • the website at tokenno.com; and
  • the Integration API.

Together these make up the "Service".

  • Part A applies to everyone.
  • Part B applies to customers: people who book tokens, including hosts and guests.
  • Part C applies to vendors: businesses that issue tokens, and their staff.

Our Privacy Policy explains how we handle personal information and forms part of these Terms.

By creating an account or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

2. What TokenNo is, and what it is not

TokenNo is a technology platform for queues and tokens. Vendors (for example clinics, hospitals with one or more doctors, restaurants, salons, offices and event organisers) use it to publish sessions, issue tokens and run their queues. Customers use it to get a token, follow the queue and arrive on time.

TokenNo does not provide the vendor's services. We do not provide medical care, food, beauty or any other service a vendor offers, and we are not responsible for its quality, safety, legality or timing. The vendor alone is responsible for its services. TokenNo is not a health care provider, does not provide medical advice, and does not claim HIPAA compliance. In Phase 1, HIPAA covered entities may not use TokenNo for patient scheduling (section 26). In a medical emergency, call 911. Do not wait for a token.

3. Accounts and eligibility

  • You must be at least [18] years old, or the age of majority where you live, to create an account. [Counsel to confirm minimum age.] The Service is not directed to children under 13.
  • Your mobile number is your TokenNo identity. You sign in with a one-time code. One mobile number is one identity across TokenNo, and it can be both a customer account and a vendor staff account.
  • Keep your phone and codes secure. You are responsible for activity on your account. Tell us at once if you think someone else has used it.
  • Give accurate information. Do not create accounts in another person's name or with a number you do not control.

4. Electronic communications

You agree to receive notices, agreements and disclosures from us electronically, in the app, by SMS, by WhatsApp, by push notification or by email. To the extent permitted by law, these satisfy any requirement that they be "in writing". You can withdraw consent to electronic communications by closing your account. [Counsel to confirm whether any consumer disclosure TokenNo must give in writing requires the E-SIGN Act consent disclosures (15 U.S.C. § 7001(c)): the right to paper copies, the scope of consent, how to withdraw and any cost, hardware and software requirements, and how to update contact details, with an affirmative consent step.]

5. Messages (SMS, WhatsApp and push)

  • Service messages. When you sign up with your mobile number and accept these Terms, you agree to receive automated texts, WhatsApp messages and push notifications from the "TokenNo booking alerts" program about your account and bookings: sign-in codes, confirmations, "your token is being called" alerts, renumbering, changes, cancellations and "notify me when booking opens" alerts.
  • Numbers entered by someone else. If a vendor or host enters a person's number, TokenNo relies on the vendor's or host's confirmation that the person agreed to service messages about that visit (sections 17 and 27). The first message to that number identifies TokenNo and who added the number, says it is a one-visit service message, and includes "Reply STOP to opt out, HELP for help. Msg & data rates may apply." We send no marketing to these numbers. [Counsel to confirm the TCPA position.]
  • Frequency depends on your bookings. Message and data rates may apply.
  • STOP and HELP. Reply STOP to any TokenNo text to unsubscribe from texts. Reply HELP, or email info@tokenno.com, for help. You can also revoke consent in any other reasonable way. [Counsel to confirm: current FCC revocation rules.] If you opt out of texts, texts stop, including sign-in codes, until you reply START, and you may miss call alerts.
  • Marketing messages are sent only with your separate prior express written consent, as required by the Telephone Consumer Protection Act (TCPA). Consent to marketing is never a condition of using the Service. Marketing emails follow the CAN-SPAM Act and include an unsubscribe link.
  • Carriers are not liable for delayed or undelivered messages. We do not guarantee that any message will arrive on time.

6. Acceptable use

You must not:

  • break any law, or use the Service to harass, threaten, defraud or impersonate anyone;
  • book tokens you do not intend to use in order to block others, resell tokens or manipulate a queue;
  • enter other people's mobile numbers without their permission, or use TokenNo to send spam;
  • enter health information, government ID numbers or payment card numbers into free-text fields;
  • interfere with, overload, scrape, reverse-engineer or probe the security of the Service, except as the law allows;
  • use bots or automated means without our written permission (vendors may use the Integration API as allowed in Part C); or
  • upload malicious code or content that is unlawful, infringing, defamatory or obscene.

7. Our intellectual property

The Service, including its software, design, the TokenNo name and logo, belongs to TokenNo or its licensors. We give you a limited, personal, non-exclusive, non-transferable, revocable licence to use the apps for their intended purpose. You must not copy, modify or distribute the Service except as these Terms allow. Feedback you give us may be used without obligation to you.

8. Changes, availability and third-party services

  • We may change, add or remove features. Queue times, ETAs, distances and "leave now" suggestions are estimates only.
  • The Service relies on third parties, including AWS hosting, payment gateways, SMS and WhatsApp providers, Firebase push notifications, and maps and translation providers. We are not responsible for their outages. Automatic translations of vendor content may contain errors. The vendor's original text is the authoritative version.

9. Suspension and termination

You can stop using TokenNo and delete your account at any time (Profile, then Delete account). We may suspend or close an account, or cancel tokens, if we reasonably believe the account holder has broken these Terms or the law, poses a risk to others, or must be suspended to comply with law. Where it is reasonable, we will tell you first and why. If we cancel a prepaid token for a reason that is not your fault (including a system error), you get a full refund. Sections that by their nature should survive termination will survive, including sections 7 and 10 to 15 and payment obligations.

10. Disclaimers

To the fullest extent the law allows, the Service is provided "as is" and "as available". TokenNo disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free or secure. We do not warrant that any vendor will serve you at a particular time, or at all. Some states do not allow certain disclaimers, so some of these may not apply to you.

11. Limitation of liability

To the fullest extent the law allows:

  • TokenNo will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill.
  • TokenNo is not liable for the acts, omissions, services or premises of any vendor, host or guest.
  • TokenNo's total liability for all claims relating to the Service is limited to the greater of (a) the amounts you paid to TokenNo, excluding amounts passed on to vendors, in the 12 months before the claim arose, and (b) US $100.

These caps and the exclusion for vendor acts do not limit TokenNo's obligation to make the refunds described in sections 9 and 20.2, or to return amounts it collected as merchant of record that are due to you. These limits also do not apply where the law does not allow them, for example liability for gross negligence, wilful misconduct or personal injury caused by our negligence in some states. [Counsel to confirm the liability cap amounts and the state-law carve-outs.]

12. Indemnity

To the extent the law allows, you agree to defend and indemnify TokenNo against third-party claims, losses and costs (including reasonable attorneys' fees) arising from your breach of these Terms, your misuse of the Service, or content or phone numbers you submit.

13. Changes to these Terms

We may update these Terms. If a change is material, we will tell you in the app or by message at least [30] days before it takes effect, unless the change is required sooner by law or for security. If you keep using the Service after a change takes effect, you accept the change. Changes will not apply to tokens already booked, or to disputes that arose before the change.

14. Disputes, arbitration and class action waiver

[Counsel to confirm the entire section 14, including whether to use arbitration at all, the choice of provider and rules, the fee allocation, mass-arbitration procedures and enforceability in each state.]

14.1 Informal resolution first

Before starting a claim, email info@tokenno.com with a description of the dispute and what you want. We will try to resolve it within 60 days. Any limitation period for your claim is paused (tolled) during this informal resolution period.

14.2 Agreement to arbitrate

This agreement to arbitrate binds only account holders who accepted these Terms. It does not bind guests or people booked by a vendor who have not accepted them. If the dispute is not resolved, you and TokenNo agree that any dispute relating to these Terms or the Service will be resolved by binding individual arbitration, except for:

  • claims in small claims court, if they qualify;
  • claims to stop infringement or misuse of intellectual property; and
  • claims that the law does not allow to be arbitrated; and
  • claims for public injunctive relief, which go to court and are stayed until the individual arbitration is resolved.

The Federal Arbitration Act governs this section. The arbitration will be administered by [the American Arbitration Association (AAA) under its Consumer Arbitration Rules, or another provider; counsel to confirm]. It will be held remotely, or in the county where you live. For consumer claims, TokenNo will pay the filing, administrative and arbitrator fees, except where the arbitrator finds a claim frivolous.

14.3 Class action waiver

You and TokenNo each agree to bring claims only individually, not as a plaintiff or class member in any class, collective or representative action. The arbitrator may not consolidate claims or award relief for anyone other than the individual party. If this waiver is found unenforceable for a claim, that claim must go to court and not to arbitration.

14.4 Opting out

You may opt out of arbitration within 30 days of first accepting these Terms. To do so, email info@tokenno.com with the subject "Arbitration opt-out", stating your name and mobile number. Opting out does not affect any other part of these Terms.

14.5 Courts

Any dispute that is not arbitrated will be heard only in the state or federal courts in [County, State]. You and TokenNo consent to those courts' jurisdiction. Nothing in this section limits rights that cannot be waived under your state's consumer protection laws.

15. Governing law and general terms

  • Governing law: these Terms are governed by the laws of the State of [State] and applicable US federal law, without regard to conflict-of-law rules. [Counsel to confirm the governing-law state.] If you are a consumer, you may also benefit from mandatory consumer protection laws of the state where you live.
  • Entire agreement: these Terms, the Privacy Policy and any order or plan you accept are the whole agreement between us.
  • Severability: if a provision is unenforceable, the rest of these Terms stays in effect.
  • No waiver: if we do not enforce a right, that does not waive it.
  • Assignment: you may not transfer these Terms. We may transfer them in a merger, acquisition or sale of assets.
  • Force majeure: neither of us is liable for delays caused by events beyond reasonable control.
  • Notices to us go to info@tokenno.com and [registered address].

Part B. Customer terms

16. Booking a token

  • A vendor sets its sessions, the number of tokens and the maximum party size per service point (for example "Token 12, Room No 4"). Token numbers restart at 1 each day for each service point.
  • A token is a place in the vendor's queue for one party. One token covers the whole party: the host and their guests.
  • You can also receive a token through a vendor's front desk, by phone, as a walk-in or by QR code, all in the same queue.
  • Book again opens the same vendor and service point. It works only if a session is open and tokens are available. If not, we will show the next session or offer Notify me for when booking opens.

17. Hosts and guests

  • As a host, you may invite guests by entering their mobile numbers. You confirm that you know each guest, that each guest expects TokenNo messages about the visit, and that you are allowed to give us their number.
  • Guests receive messages about the shared token, including calls, new numbers and cancellations. A guest can reply STOP at any time.
  • The host manages the token. If the host cancels, the token is cancelled for the whole party.

18. Queue changes: calling, renumbering ("push back") and cancellations

  • Calling. When your token is called, we alert you, but we cannot guarantee that alerts arrive. If you are not present when your token is called, the host or the vendor may cancel the token, and the vendor's no-show rule applies.
  • Push back. A vendor may move a token back in the queue. For example, if token 28 is pushed back to 31, then 29 becomes 28, 30 becomes 29, 31 becomes 30, and the original 28 becomes 31. Your token number may change. Everyone affected and their guests are told their new number.
  • Vendor cancellations. A vendor or doctor may cancel a single session, a whole slot or a day, and a holiday set for a location cancels every session at that location. Every affected token holder and their guests are notified.
  • Wait times, ETAs and "leave now" suggestions are estimates. Vendors may run early or late.

19. Location sharing

Location sharing is optional and off unless you turn it on for an active token. While it is on, your host or guests and the vendor can see your distance and ETA, we may send you a "leave now" alert, and you may be marked as "arrived" automatically when you come within about 100 m of the location. [Counsel to decide whether geofence arrival must be off for health care vendors in Washington, Nevada and Connecticut.] It stops automatically, for example when the token is served or cancelled, and you can turn it off at any time. See the Privacy Policy for how long we keep location data.

20. Advance payments and refunds

20.1 Payments

  • A vendor may require advance payment to book. If so, your token is issued only after the payment succeeds.
  • TokenNo collects advance payments as the merchant of record on the vendor's behalf, through our payment gateway (Stripe in the United States). Your card or bank statement may show "TokenNo" [placeholder: the exact statement descriptor]. Your card details are handled by the gateway, not by TokenNo.
  • Prices are shown and charged in US dollars (USD), including any applicable taxes or fees shown at checkout. [Counsel to confirm: sales tax and marketplace facilitator obligations for advance payments in each state.]
  • Paying an advance amount does not make TokenNo the provider of the vendor's service.

20.2 Refunds

  • If the vendor or doctor cancels, including when a location holiday cancels the session, you get a 100% refund of the advance amount you paid.
  • If TokenNo cancels a prepaid token for a reason that is not your fault (including a system error), you get a 100% refund.
  • If you cancel, the vendor's refund rule applies. This is the version of the rule in force when you booked, which is shown before you pay and saved with your token. Vendors may change their rules for future bookings, but not for tokens already booked.
  • If you do not show up (no-show), or your token is cancelled because you were not present when called, the vendor's no-show and refund rule applies, again using the version in force when you booked.
  • Deposits that a vendor "adjusts in the bill" are credited against the vendor's final bill for the visit.
  • Per-person fees: if a guest declines ("not coming") or is removed, that guest's share is refunded under the vendor rule version saved with the token. If the vendor cancels, every share is refunded 100%.
  • Refunds go back to your original payment method. They usually take [5 to 10] business days to appear, depending on your bank. [Placeholder: confirm timing with the gateway.]
  • If you think a charge is wrong, please contact us at info@tokenno.com before disputing it with your bank, so we can try to fix it quickly. This does not limit any right you have under your card agreement or under law.

21. Your conduct at the vendor

You must follow the vendor's reasonable rules at its premises. Vendors may refuse service in line with the law and their own policies. Any complaint about the vendor's service itself is a matter between you and the vendor. We will help where we reasonably can, for example by sharing booking records.

Part C. Vendor (business) terms

This Part C applies in addition to Parts A and B to any business that registers on TokenNo Business ("Vendor", "you"), and to the staff who use it on the business's behalf. If Part C conflicts with Parts A or B, Part C prevails for Vendors. The person accepting these terms confirms that they are authorised to bind the business.

22. Onboarding, KYC verification and approval

  1. Application. You submit business and identity documents ("KYC"). These may include government ID of the owner or an authorised person, business registration, a tax identification number (for example an EIN, or an IRS Form W-9) and any licences that your business type needs.
  2. Review. TokenNo reviews your documents, manually or with automated verification providers. We may ask for more information. We may approve or decline any application at our discretion, as far as the law allows.
  3. Payment link and go-live. After approval, you receive a payment link for your chosen plan. Your account goes live after the plan is activated, or when a free trial starts if one is offered.
  4. Ongoing accuracy. Keep your KYC, business and payout details current. We may repeat checks, for example to meet payment-network or anti-fraud requirements.
  5. Health care gate. During onboarding you must tell us whether you are a HIPAA covered entity or business associate. In Phase 1 we do not approve them for patient scheduling (section 26).
  6. Payment gateway terms. Payouts may require you to accept the payment gateway's own terms and checks (for example Stripe's connected-account terms). [Counsel to confirm: payment structure and whether TokenNo's collection-and-payout model needs any money transmitter licence or exemption.]

23. Fees, commission, subscriptions and token packs

  • Fees are set per country in the TokenNo admin and shown to you before you accept a plan. They may include:
    • a subscription plan;
    • a commission on advance payments; and
    • token packs: bundles of tokens with an expiry date. Tokens are used from the earliest-expiring valid pack first. Unused tokens expire at the pack's expiry date and are not refundable unless the law requires otherwise.
  • SMS and WhatsApp messages are charged separately from a messaging balance (messaging ledger), at the per-message prices shown in your account.
  • Payment gateway fees are charged to you or absorbed by TokenNo, as shown in your plan or the admin setting for your account.
  • Free trials are offered at TokenNo's discretion, per vendor.
  • All fees are in USD and exclude taxes unless stated otherwise. You are responsible for any sales, use or similar taxes on our fees where they apply.
  • Subscriptions renew automatically for the same term unless you cancel before renewal in TokenNo Business. We will remind you before renewal where the law requires. [Counsel to confirm: whether state automatic renewal laws apply to business subscriptions.]
  • We may change fees for future billing periods with at least [30] days' notice.

24. Advance payments, payouts and balances

  • Merchant of record. When you require advance payment, TokenNo collects it from customers as merchant of record, deducts its commission (and gateway fees, if you bear them), and credits the balance to your vendor account.
  • Weekly payouts. We pay your available balance on the weekly payout schedule (day of the week, minimum amount and currency) set as the country default or for your account in the admin. Payouts are made in USD to your verified account.
  • Refunds you must honour:
    • If you, a doctor or a location holiday cancels a session, slot or token, the customer receives a 100% refund. TokenNo keeps its commission, and the refunded amount and the commission are recovered from your balance.
    • If the customer cancels or does not show up, your refund rule applies, using the version in force when that token was booked. Every change to your refund rule is versioned and recorded, and disputes are settled against the version saved with the token.
  • Chargebacks and disputes. You must give us evidence promptly when a customer disputes a payment. Chargebacks, reversals and related fees that relate to your services may be deducted from your balance.
  • Set-off, reserves and negative balances. We may set off amounts you owe us against your balance. Where there is unusual risk (for example high cancellation or dispute rates), we may hold a reasonable reserve or delay payouts. If your balance becomes negative, you must pay the shortfall within [14] days of our request.
  • Tax reporting. You are responsible for your own taxes on your income. We or our payment gateway may need to collect tax information and issue information returns (for example IRS Form 1099-K) where required. [Counsel to confirm: TokenNo's information-reporting obligations as a payment settlement entity.]

25. Your responsibilities for your services

  • You are solely responsible for the services you offer. This includes their quality, safety, pricing, timing, staff, premises, licences, permits and professional obligations, and your compliance with all laws that apply to your business, such as health care, food safety, consumer protection, accessibility and anti-discrimination laws.
  • Keep sessions, slots, holidays, party sizes, prices and refund rules accurate. Tell customers about delays, using "running late" or push back where needed.
  • Use push back and cancellations fairly and in good faith, not to favour or penalise customers unlawfully.
  • Content you publish (business names, descriptions, room names) must be accurate and lawful. You give TokenNo a licence to host, display and automatically translate it. You can correct translations, and your original text remains the authoritative version.

26. Health care vendors and HIPAA

TokenNo does not claim HIPAA compliance and does not offer business associate agreements (BAAs) in Phase 1. A patient's name and phone number linked to an appointment with a covered health care provider can be protected health information, and limiting the data collected does not take scheduling data outside HIPAA. Therefore:

  • in Phase 1, HIPAA covered entities and their business associates may not use TokenNo for patient scheduling [counsel to choose: keep this restriction until a BAA is offered in Phase 2, or offer a BAA now and rewrite this section];
  • other health care vendors (for example providers that are not covered entities) may use TokenNo only for queue and token management, using only the patient's name and mobile number;
  • do not enter diagnoses, symptoms, treatment details, insurance information or any other health information into TokenNo, including room names, notes, descriptions and API fields;
  • make sure your own use of TokenNo, including room or service-point names that might reveal a condition (for example "Oncology"), meets your own legal obligations [counsel to confirm]; and
  • remember that TokenNo is not a medical record system.

27. Customer data and messaging compliance

  • Vendor Data Processing Addendum. The [Vendor Data Processing Addendum] (placeholder: link) forms part of these Terms. It sets out when TokenNo acts as your service provider or processor (for example when it runs your queue and sends your booking alerts) and when it acts as an independent business or controller (customer accounts, payments as merchant of record, and messaging compliance). It includes the contract terms required by the CCPA (Cal. Civ. Code §§ 1798.100(d) and 1798.140(ag)) and by state laws such as those of Virginia, Colorado, Connecticut and Texas, and our sub-processor list. [Counsel to draft the addendum.]
  • Your use of customer data. You may use the customer information you receive through TokenNo only to provide and manage the booked service, and as the law allows. You must not sell it or use it for unrelated marketing unless you have the customer's own lawful consent. You are responsible for your own privacy notices and legal obligations, including under state privacy laws.
  • Phone bookings and walk-ins. If you enter a customer's mobile number (for example for a phone booking), you confirm that the customer gave you that number and agreed to receive service messages about the booking. [Counsel to confirm: allocation of TCPA "sender" responsibility between TokenNo and vendors.]
  • No marketing through TokenNo messages without valid prior express written consent and TokenNo's approval. You must keep STOP and HELP working and follow carrier (CTIA) and Meta WhatsApp Business rules.
  • Staff access. Give staff only the roles they need, remove access promptly when someone leaves and keep sign-in devices secure.

28. Integration API and your own systems

  • API keys. Owners and managers can create API keys with scopes, location limits, IP allowlists and expiry dates. A key is shown only once. Keep it secret, rotate it regularly and revoke it immediately if it may have leaked. You are responsible for all activity using your keys. TokenNo may revoke any key to protect the Service.
  • Webhooks. You must verify webhook signatures and keep your endpoints secure.
  • Data in your systems is your responsibility. When you pull data from TokenNo, or we send it to your systems (for example clinic software, a hospital management system or a POS) through the API or webhooks, you are solely responsible for that data from then on: its security, retention, lawful use, privacy notices, breach notifications and, where it applies to you, HIPAA compliance. TokenNo is not responsible for your systems or for what they do with the data.
  • Fair use. Respect rate limits, use idempotency keys for retries, use test keys and sandbox data for development, and do not use the API to get around fees, limits or these Terms. All API calls are logged.

29. Vendor acceptable use

In addition to section 6, you must not:

  • create fake tokens, bookings or reviews, or inflate queues;
  • charge customers advance amounts outside TokenNo for tokens booked through TokenNo, in order to avoid commission;
  • discriminate unlawfully against customers; or
  • use TokenNo for any business that is unlawful or that our payment gateway prohibits.

30. Suspension and termination for vendors

  • We may suspend or terminate your account, or pause advance payments or payouts, if:
    • KYC fails or expires;
    • fees or negative balances are unpaid;
    • there are signs of fraud or excessive cancellations, complaints or chargebacks;
    • you breach these Terms or the law;
    • a payment gateway or regulator requires it; or
    • your use puts customers or TokenNo at risk.

    Where reasonable, we will give notice and a chance to fix the issue first.

  • You may close your account with [30] days' notice in TokenNo Business. Before closure, you must honour or refund all booked tokens.
  • After termination, any final balance, minus refunds, chargebacks, fees and reserves, will be paid out once the dispute window has ended [placeholder: number of days]. We will keep records as the law and our Privacy Policy require.

31. Vendor indemnity, liability and disputes

  • You will defend and indemnify TokenNo against third-party claims, fines and costs (including reasonable attorneys' fees) arising from:
    • your services;
    • your content;
    • your use of customer data, including in your own systems;
    • messages sent at your request or to numbers you entered;
    • your breach of these Terms; or
    • your violation of law.
  • TokenNo's total liability to a Vendor is limited to the fees you paid TokenNo in the [12] months before the claim, excluding amounts passed through to you. The exclusions in section 11 also apply.
  • Business disputes: section 14 (arbitration) [applies / does not apply; counsel to confirm] to Vendors. If it does not apply, disputes between TokenNo and a Vendor will be resolved only in the state or federal courts in [County, State], under the law in section 15. Each party waives any right to a jury trial to the extent the law allows. [Counsel to confirm the jury trial waiver.]

32. Contact

[TokenNo North America entity legal name], [registered address]. Email: info@tokenno.com. Privacy Officer: [Privacy Officer name].