Last Updated: December 2021
Mybuddys is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of Mybuddys constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. If you are under thirteen (13) years of age, you may not use Mybuddys Apps and Websites.
OTHER THAN TO THE EXTENT SET OUT IN THE ACCOMPANYING DOCUMENTS, THE Mybuddys does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are over 13 years of age but under 18, you may use Mybuddys only with permission and supervision of a parent or guardian.
CLAUSE 1. DEFINITIONS
Accompanying Documents – documents or other materials issued by any member of the Mybuddys App in connection with the Tokens from time to time.
Affiliates – with respect to any specified Person, any director, officer, partner, member, agent, advisor or employee of such Person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, and for purposes of this definition “control” (including, with correlative meanings, the terms, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
Applicable Law – means the applicable laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts and decrees of any relevant jurisdiction.
Electronic Communication – Visiting Mybuddys or sending emails to Mybuddys constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Business Day – a day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for ordinary business in the British Virgin Islands.
Mybuddys App – the Company and each of its Affiliates.
Governmental Authority – means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
Parties – the Company and You.
Permitted Jurisdiction – a jurisdiction that is not a Prohibited Jurisdiction.
Person – an individual or legal entity or person, including, without limitation, a Governmental Authority or an agency or instrumentality thereof.
Platform – means the Mybuddys mobile app and website and their associated services as detailed further in the Accompanying Documents and on the Website.
Prohibited Jurisdiction – any jurisdiction identified in Schedule 1.
Prohibited Person – any such Person, as determined by the Company in its sole and absolute discretion, that is:
- a Person unable to pass the Company’s know-your-client requirements as may be determined by the Company from time to time in its sole and absolute discretion;
- a member of the public in the British Virgin Islands;
- a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the Laws of, a Prohibited Jurisdiction (irrespective of whether use of a virtual private network or other technical workaround to effect such transaction and avoid detection within a Prohibited Jurisdiction);
- an individual or an individual employed by or associated with a legal entity or a legal entity identified on the United States Department of Commerce’s denied persons or entity list, the United States Department of Treasury’s specially designated nationals or blocked persons lists, the United States Department of State’s debarred parties list, the consolidated sanctions list maintained by the United States Department of Treasury’s Office of Foreign Assets Control any United Nations Security Council sanctions lists or any other sanctions list;
- a Person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority;
- a Person acting, directly or indirectly, in contravention of any Applicable Law;
- a Person in any manner limited or prohibited (or that requires licensing, registration or approval of any kind) from the purchasing, possessing, transferring, using or otherwise conducting a transaction involving any amount of Tokens under Applicable Law;
- a Person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, any Governmental Authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any Applicable Law; or
- a Person that is, unless otherwise disclosed in writing to the Company prior to Your taking part in the Token Sale or acquiring Tokens from any third party, a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar Person under any Applicable Law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.
T&Cs – these terms and conditions, including all Accompanying Documents, and any other rules, policies or procedures that may be issued by any member of the Mybuddys App and published from time to time on the Website, as amended from time to time in accordance with the provisions herein.
You, Your or Yourself – any Person who from time to time (i) proposes to acquire Tokens from the Company or any third party; or (ii) holds Tokens.
Website – https://mybuddysapp.com/ (as updated or replaced from time to time).
CLAUSE 2. TERMS AND CONDITIONS, STATUS AND ACCEPTANCE
- These T&Cs constitute a legally binding obligation on You effective upon the earlier to occur of the date and time: (i) You click the check box on the Website to indicate that You have read, understand and agree to these T&Cs; (ii) the Company or any Affiliate of the Company receives payment for the Tokens from You; or (iii) You receive any Tokens from the Company, any Affiliate of the Company or from any third party.
- These T&Cs define the rights and obligations of the Parties in relation to the Tokens and Your purchase and use of the Tokens.
- You must carefully read and agree to comply with these T&Cs before purchasing and/or using the Tokens and/or using the Platform.
- By purchasing Tokens and/or using the Platform, You are confirming to each member of the Mybuddys App that You have fully read, understand and irrevocably accept these T&Cs. If You do not agree with these T&Cs in general or any part of them or have not checked the requisite boxes – after registration fields are completed – acknowledging Your review and acceptance of these T&Cs, You are not permitted to use the Platform or purchase Tokens from the Company, any Affiliate of the Company or from any third party.
- For the avoidance of doubt, any acceptance of Your offer toDownloading Mybuddys Appfrom the Company or any Affiliate of the Company is conditional upon the Company’s satisfaction that You have passed all the Company’s relevant anti-money laundering, know your client and other checks relating to Your qualifications to Downloading Mybuddys App. In the event that Your offer is rejected the Company or any Affiliate of the Company, the cryptocurrencies submitted will be returned to You in the original fiat currency or cryptocurrency in which they were received.
- You do hereby acknowledge and agree that (i) the Platform may not be owned, operated or controlled by the Company; (ii) it is possible that the Platform will not be used by a large number of businesses, individuals, and other organizations and (ii) there will be limited public interest in the Platform and that such lack of interest could negatively impact the Tokens and the Platform.
CLAUSE 4. GENERAL
- These T&Cs are effective and binding on You, and the covenants, representations and warranties set out herein are repeated, each time You use the Tokens for any purpose or use or access the Platform or use or access any software on or through the Platform.
- You shall not acquire or seek to acquire any Tokens or access or use, or seek to access or use, the Platform if You are a Prohibited Person.
- The Company may change, modify, amend, alter or supplement these T&Cs (each an “Amendment”) at any time in order to reflect (i) changes to Applicable Law that may be, or which may otherwise become, applicable to the Tokens, (ii) any developments that may otherwise reasonably be capable of materially adversely impacting the Tokens or their offering by the Company; or (iii) as the Company may in good faith deem advisable to protect the reputation of the Company or the effective operation of the Platform.
- Your continued use of the Tokens and/or the Platform after any such Amendment shall constitute Your consent to such Amendment and acceptance of the amended T&Cs (including the Accompanying Documents). If the Company changes, amends, modifies, alters or supplements these T&Cs (including any of the Accompanying Documents), the Company shall publish on its Website such amended version of these T&Cs and/or the Accompanying Documents reflecting such Amendment. The revised T&Cs will be effective from the date of posting on the Website or such other date as indicated in the amended T&Cs. You waive any right You may have to receive specific notice of such Amendment. If You do not agree to the T&Cs in effect when You access or use the Platform, You must stop using the Platform.
- These T&Cs and the Platform, and all content herein, therein or thereon, do not (i) constitute an offer or solicitation to sell shares, securities or any other regulated financial product in any jurisdiction in which such an offer or solicitation is prohibited; and (ii) constitute a sale of newly created virtual assets to the public under Applicable Laws. None of the information or analyses presented herein, therein or thereon are intended to form the basis for any investment decision.
- Subject to Applicable Laws, each member of the Mybuddys App reserves the right, in their respective sole and absolute discretion, to refuse to deliver the Tokens You have purchased, and/or modify or to temporarily or permanently suspend or eliminate the Platform (or any part thereof) and/or disable any access to the Platform (including via use of the Tokens), including disabling or terminating access to Your account or that of any Person attempting access to the Platform from Your internet platform address (for example, where there is a change in Applicable Laws or where any member of the Mybuddys App suspects that You are engaging in illegal activities in connection with Your use of the Platform). In order to seek compliance with (or to seek to mitigate the impact of) any Applicable Law or any other laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts or decrees of any nation or Governmental Authority, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any Governmental Authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization believed by any member of the Mybuddys App to apply to or affect the Mybuddys App, the Token Sale, the Platform or the Tokens, any member of the Mybuddys App may in their sole and absolute discretion take such steps as they consider necessary or convenient to comply with such matters (which may include, without limitation, the termination of any or all Tokens). This could include also, for example, requiring holders of Tokens from time to time to come forward to the Company and confirm their eligibility to hold such Tokens or the cancellation of Tokens and their replacement with equivalent (or different) rights and privileges comprised in another token or in registered form. In addition, the Mybuddys App may take such steps as they consider necessary or convenient where they believe or suspect the Tokens may be used, trafficked or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful activity or where the Mybuddys App believes the Platform is no longer viable.
- In circumstances where (i) the Company or any Affiliate of the Company is seeking compliance with (or seeking to mitigate the impact of) any law, regulation, regulatory guidance or policy, governmental statement, decree, order or judicial decision of any jurisdiction, court or authority believed by the Company to apply to or affect the Company or any Affiliate of the Company, the business of the Company or any Affiliate of the Company or the Tokens, or (ii) the Mybuddys App believes the Platform is no longer viable, then the Company may in its sole and absolute discretion (iii) cancel all or any Tokens and terminate all obligations of the Company in respect of the Tokens, and/or (iv) amend or vary any obligation of the Company in respect of one or more Tokens.
- The Website may contains forward-looking statements, which can be identified by the fact that they do not relate strictly to historical or current facts and may include such words as “may,” “will,” “expect,” “intend,” or other expressions of similar meaning, including statements with respect to use of proceeds of any sale of Token, usage of the Tokens and Platform functionality and prospects. These forward looking statements are based on the current expectations and a number of factors could affect future events. You should carefully review Schedule 2 – Risk Disclosures: Certain Risk Factors, for a discussion of certain factors that could affect future events implied by any such forward looking statements and certain other risks associated with a purchase of the Tokens or use of the Platform.
CLAUSE 5. REPRESENTATIONS AND WARRANTIES; COVENANTS
- You represent and warrant that:
- You are not a Prohibited Person;
- You have legal capacity in the jurisdiction where You are a resident and are able to
agree and enter into these T&Cs voluntarily and meet all other eligibility and
residency requirements, including:
- You have full power, authority and capacity to comply with these T&Cs; and
- You enter into these T&Cs based on Your own independent judgement and on advice from independent advisers (as applicable).
- You are fully able and legally competent to access and use the Platform as well as to enter into and comply with these T&Cs (including Clause 5.2 below);
- You will not violate any Applicable Law or any other agreement to which You are a party by entering into these T&Cs or to comply with these T&Cs, including all conditions, obligations, affirmations, representations and warranties set forth herein;
- You will not acquire and will not transfer any Tokens within or engage (except as specifically authorized by the Company) in any activity relating to the sale, distribution or any other use of Tokens in any Prohibited Jurisdiction or with any Prohibited Person;
- You will not transfer directly or indirectly any of Your Tokens to any Person unless the proposed transferee has made the same representations and warranties as set out herein;
- You have all necessary and relevant experience and knowledge to interact or transact with cryptocurrencies, cryptographic tokens, the Platform and Blockchain-based systems, have a full understanding of the relevant frameworks of the foregoing, and have obtained sufficient information about the Mybuddys App, the Platform and Tokens to enter these T&Cs, and in particular You have carefully and thoroughly read these T&Cs and the Accompanying Documents;
- You are aware of all the merits, risks (including, without limitation, those set forth in Clause 6 below and in the Accompanying Documents) and any restrictions associated with cryptocurrencies, cryptographic tokens, Blockchain-based systems, and accept responsibility for evaluating purchasing or using the foregoing;
- if You are purchasing Tokens on behalf of a corporation, Governmental Authority or other legal entity, You have the right, power and authority to enter into these T&Cs on behalf of such corporation, Governmental Authority or other legal entity and bind them to these T&Cs;
- You are not: (A) identified on, or acting on behalf of any Person identified on, any list of Persons subject to trade or economic sanctions, including but not limited to the list of Specially Designated Nationals and Blocked Persons, or the Consolidated Sanctions List, maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, (B) established in, resident in, or otherwise operating from countries or territories subject to U.S. economic sanctions, including any Prohibited Jurisdiction, and (C) otherwise subject to trade or economic sanctions;
- You will not access or use the Platform if any Applicable Laws prohibit You from doing so in accordance with these T&Cs;
- You are not using and will not use the Platform or Tokens for any illegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;
- You have not entered or agreed to enter into these T&Cs in reliance of any warranty or representation except those specifically set forth in these T&Cs and You acknowledge and agree that the Mybuddys App does not make and expressly disclaims all representations and warranties, express, implied or statutory;
- the funds You use to DOWNLOADING MYBUDDYS APPare not the proceeds of any criminal, unlawful or illegal activity or money laundering or terrorist financing activity, each as interpreted in the broadest terms;
- the Tokens You purchase will not be used to facilitate any criminal, unlawful or illegal activity or to perform any money laundering or terrorist financing activity, each as interpreted in the broadest terms or otherwise in contravention of any Applicable Laws;
- You do not seek toDOWNLOADING MYBUDDYS APPfor any unlawful purpose, and in
- You purchase the Tokens only for the purposes expressly set out and permitted by these T&Cs,
- You purchase the Tokens without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind;
- Your participation in connection with any initiatives with the Token Sale, such as bonuses (if these are implemented at the Company’s sole and absolute discretion), is lawful; and
- all information given by You is true, complete, valid and not misleading in any respect.
- You will implement reasonable and appropriate measures designed to secure access to: (A) any device associated with You and/or utilized in connection with Your purchase of Tokens, (B) private keys to Your wallet or account and (C) email address, account and Your username, password and any other login or identifying credentials;
- You are entering into these T&Cs for Your own account and not as a trustee, nominee, representative or agent, and not with a view to, or for resale in connection with, the distribution thereof, and You have no present intention of selling, granting any participation in, or otherwise distributing the same; and
- You will promptly notify the Mybuddys App if You discover or otherwise suspect any security breaches or defects related to Your account, the Platform or the Tokens.
- You undertake and agree not to:
- violate or assist any party in violating any Applicable Law or any other law, statute, ordinance, regulation or any rule of any Governmental Authority;
- provide false, inaccurate, incomplete or misleading information to the NGB Tech Solutions;
- take or attempt to take any action or claim ownership of any property that infringes or would infringe upon: (A) the Mybuddys App’s intellectual property rights; or (B) any third party’s intellectual property rights;
- distribute unsolicited or unauthorized advertising, promotional or marketing material or any junk mail, spam, or chain letters;
- reverse engineer or disassemble any aspect of the Tokens or the Platform for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;
- take any action that imposes an unreasonable or disproportionately large burden or load on the Mybuddys App’s infrastructure (including, but not limited to, servers, networks, data centres and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of the NGB Tech Solutions;
- transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- attempt to gain unauthorized access to the Platform, other systems of the NGB Tech Solutions, computer systems or networks connected to the Platform, including through password mining or any other means; or
- transfer any rights granted to You under these T&Cs.
- You further represent and warrant that any funds You use toDOWNLOADING MYBUDDYS APPwhether in the Token Sale or otherwise are in each case Your property or You are duly authorized to possess and transact using such funds by the owner of such funds.
- You acknowledge and agree that the Company enters into these T&Cs with You in reliance on the representations and warranties set out in this Clause 5.
CLAUSE 7. DISCLAIMER OF WARRANTIES
- THE PLATFORM AND ANY PURCHASED TOKENS ARE PROVIDED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND EITHER, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE PLATFORM AND PURCHASE OF TOKENS.
- NONE OF THE MYBUDDYS APP, THE FOUNDERS OF THE MYBUDDYS APP OR ANY OF THEIR RESPECTIVE AFFILIATES OR ADVISERS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, INCLUDING THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE MYBUDDYS APP’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Your ACCESS TO OR use of the Platform, including Cryptocurrency services, assets, and any information, images or audio contained or related to the Platform is at Your own risk.
- THE MYBUDDYS APP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, SOFTWARE, SERVICES CONTAINED IN OR PROVIDED BY THE PLATFORM COMPLIES WITH ANY APPLICABLE LAWS OR ACCOUNTING RULES.
- You understand and expressly agree that NONE OF THE MYBUDDYS APP, THE FOUNDERS OF THE MYBUDDYS APP OR ANY OF THEIR RESPECTIVE AFFILIATES OR ADVISERS represents, warrant or guarantees in any way that Tokens might be sold or transferred, or be saleable or transferable, or THERE IS an ability or WILL BE A Protocol to exchange Tokens for fiat currencies, cryptocurrencies or cryptoGRAPHIC TOKENS, during or after the TOKEN THE NGB Tech Solutions further does not make any representations or warranties with respect to the regulatory oversight or the use or security of any such exchange.
- The MYBUDDYS APP does not guarantee that THE PLATFORM cannot be DUPLICATED (EITHER in part or in full) by A THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT of the owner of the Platform. The MYBUDDYS APP hereby expressly warns You that You should not enter, use or purchase any Token or tokens similar to Tokens from any sources (OTHER THAN VIA THE MYBUDDYS APP).
- If Applicable Law does not permit all or any part of the above EXCLUSION of warranties or disclaimer of implied terms in contracts to apply to You, the limitations, exclusions and disclaimers will apply to You only to the extent permitted by Applicable Law.
- If any guarantee, warranty, term or condition is implied or imposed in relation to these T&Cs or any applicable Law and cannot be excluded (a “Non-Excludable Provision”), and the Mybuddys App is able to limit your remedy for a breach of the Non-Excludable Provision, then the liability of the Mybuddys App for breach of the Non-Excludable Provision is limited to the following at the Mybuddys App’s option, in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
CLAUSE 8. LIMITATION OF LIABILITY
- Other than as specified herein, all purchases of Tokens from the Company or any Affiliate of the Company are final and non-refundable. By (i) purchasing Tokens from the Company or any Affiliate of the Company; or (ii) purchasing Tokens from any third party, You acknowledge and agree that none of the Mybuddys App nor any of the founders of the Mybuddys App nor any of their past, present or future Affiliates, directors, officers, employees, agents, advisers, successors or permitted assignees (collectively, each a “Relevant Party”) are required to (i) provide a refund for any reason other than as specified herein; (ii) ensure any liquidity for the exchange of Tokens; or (iii) ensure You receive money or any other compensation for any Token that is not used or remains unused for any reason.
- You hereby expressly agree that, to the maximum extent permitted by the Applicable Law, none
of the Relevant Parties shall be liable to You, regardless of the basis or theory upon which
the liability is claimed, for any damage or loss, including loss of business, revenue,
anticipated savings, profits, or loss of or damage to data, equipment, software, or
goodwill, as well as personal injury, pain and suffering, and emotional distress (direct,
indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise),
regardless of whether such loss was foreseeable, resulting from:
- the use of, inability to use, or availability or unavailability of the Platform material, information, software, facilities, or content;
- Your purchase of Tokens or Your use of them;
- any change in the value of Tokens or any cryptocurrency or cryptographic utility;
- the ability or inability to sell or transfer Tokens, or the existence or nonexistence of any platform to exchange Tokens for fiat currencies, cryptocurrencies or cryptographic tokens, during or after the Token Sale;
- any illegal or unauthorized (A) use of the Platform, or (B) purchase or use of Tokens;
- Your ability or inability to use the Platform, including, but not limited to, the occurrence or existence of any defect, interruption, deletion of files or emails, delays in the operation or transmission of information to or from the Platform, a Force Majeure Event, communications failure, or theft, destruction or unauthorized access to the Mybuddys App’s records, programs, services, server, or other infrastructure relating to the Platform;
- the use of or purchase from any third-party websites (including any website You use toDOWNLOADING MYBUDDYS APPor who processes the purchase of Tokens on Your behalf) or other Internet-resources that copy the Platform or propose to sell Tokens;
- the release of any information You provided to the Mybuddys App or any other Relevant Party;
- the resale or exchange or attempted resale or exchange of Tokens for any fiat currency, cryptocurrency or cryptographic token;
- the Platform failing to be suitable for the special or particular purpose You intend, or the failure of any images or audio contained or related to the Website or Platform;
- the Platform being infected with any malicious code or viruses;
- any action stemming from, occurring due to, or otherwise related to a breach of Clause 5 above;
- the actions or omissions of any third party payment processing entity or Platform that You use to Downloading Mybuddys App, or Your inability or ability to use such Platform or services; and
- the manifestation or materialization of any risk discussed in Clause 6 herein or the Accompanying Documents.
- For the avoidance of doubt, this limitation of liability provision shall apply, with full force and effect, in perpetuity for the benefit of the Mybuddys App and each other Relevant Party, and any other entity that is or becomes the owner of the Mybuddys App or the Platform, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law.
- If Applicable Law does not permit all or any part of the above limitation of liability in contracts to apply to You, the limitations, exclusions and disclaimers will apply to You only to the extent permitted by Applicable Law.
CLAUSE 9. INDEMNITY
- You do hereby to the fullest extent permitted by Applicable Law indemnify, defend and hold the Company and each other Relevant Party harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by You, or breach or failure by You to comply with any covenant or agreement made by You in these T&Cs or in any other document furnished by You to any of the foregoing in connection with this transaction, or (ii) any action instituted by or on behalf of You against the Company or any other Relevant Party that is finally resolved by judgment against You or in favor of the Company or any other Relevant Party. The remedies provided in this Clause 9 shall be cumulative and shall not preclude the assertion by the Company or any other Relevant Party of any other rights or the seeking of any other remedies against You. This indemnification shall survive any disposition of Your Tokens.
CLAUSE 10. INTELLECTUAL PROPERTY RIGHTS
- Subject to Clause 10.2, You acknowledge as between You and the Mybuddys App that the Mybuddys App has valid, unrestricted and exclusive ownership of all rights, title and interest to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property rights to and subsisting in the Platform, Tokens and the Website. As between You and the Mybuddys App, the Mybuddys App is the sole and absolute owner of all intellectual property rights currently in (and modifications to) the Platform, Tokens and the Website.
- Except as expressly assigned in writing by the Mybuddys App, all copyright and any other intellectual property of the Mybuddys App, all content and other materials contained on the Platform or within the Tokens or provided in connection with the Platform or the Tokens, including, without limitation, the intellectual property rights for the Platform and the Tokens and all text, graphics, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selections, methods, algorithms, coordination, and expressions (collectively the “Mybuddys Materials”) are the exclusive property of the Mybuddys App.
- You may not reproduce, distribute, modify, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Mybuddys Materials (the “Prohibited Actions”). Except as expressly set forth herein, these T&Cs do not contain any implied license and the Mybuddys App expressly reserves all rights not granted to You herein, including all rights, title and interest in the Platform, the Tokens and any related content.
- You will be in breach of these T&Cs if You perform or have performed on Your behalf any Prohibited Action, or if You print, copy, modify, download or otherwise use or provide any other Person with access to any Mybuddys Materials without the express written consent of the Mybuddys App. Upon such a breach, the Mybuddys App may (without limiting its other rights and remedies), terminate Your account in its sole and absolute discretion and disable Your access to the Platform, in each case without notice to You. Upon the Company’s request, You shall immediately return or destroy any copies of the Mybuddys Materials in Your possession.
CLAUSE 11. THIRD-PARTY CONTENT
- The Platform may contain links to third-party websites and services. Such links are provided for Your convenience. The Mybuddys App shall not be considered to make any recommendation or endorsement of any third-party website or its content, unless expressly stated by the Mybuddys App. In addition, the Mybuddys App does not suggest, imply or guarantee the safety, accuracy or reliability of any third-party website or the conformity of such with Your expectations. Furthermore, the Mybuddys App is not responsible for maintaining any materials referenced from another site, and makes no warranties, recommendation or endorsement for that site or any service provided thereby or thereon. The Mybuddys App assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from Your (or any other Person’s) use of any content, goods or services available on or through any such third-party websites and resources.
CLAUSE 12. APPLICABLE LAW
- PLEASE READ THIS CLAUSE CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
- To resolve any dispute, controversy or claim between the Parties arising out of or relating to these T&Cs, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party. Notice to the Company shall be sent through the various channels made available on the Website. Notice to You shall be by email or such other means as the Company may determine from time to time in its sole and absolute discretion. Your notice must include (a) Your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the dispute, and (c) the specific relief that You are seeking.
- All rights and obligations hereunder shall be governed by the Laws of the British Virgin Islands, without regard to the conflicts of law provisions of such jurisdiction. The Parties submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and any courts competent to hear appeals from those courts.
- Except for any disputes, claims, suits, actions, causes of action, demands or proceedings in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, You and the Company waive Your and Company’s respective rights to a jury trial.
CLAUSE 13. MISCELLANEOUS
- Third Party Rights. You hereby acknowledge and agree that each Relevant Party is an intended third-party beneficiary under these T&Cs (and the Company shall hold the benefit of such provisions on trust for each such Relevant Party). However, the parties to these T&Cs may rescind or vary these T&Cs (including, without limitation, any variation so as to extinguish or alter a third party’s entitlement to enforce any provisions of these T&Cs) without the consent of any such third party.
- You must at all times remain the only person who has control over Your private key, digital wallet and any other device associated with the purchase of Tokens and any username, passwords or other login or identifying credentials used by You with respect to the Platform and the Tokens. You must implement reasonable and appropriate measures designed to secure access to any private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform. If You transfer any such private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform to any third party, You do so at Your own risk and the Mybuddys App shall not be held responsible for any loss You may suffer as a result of third parties accessing Your private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform. In the event that You are no longer in possession and control of any private key, digital wallet or any other device associated with the purchase of Tokens, the use of the Platform and/or if You are unable to provide login or identifying credentials to the Mybuddys App and/or if the private key file or password respectively become lost or stolen, You may lose all of Your Tokens, access to the use of the Platform and/or the access to Your digital wallet. For the avoidance of doubt, the Mybuddys App is under no obligation to recover or replace any such lost or stolen Tokens or the access to the use of the Platform and You understand and agree that, subject to the provisions of these T&Cs, all Token purchases are non-refundable and therefore You shall not receive any amount of currency or other compensation for any Tokens purchased and/or lost for whatever reason. Failure to use the Platform correctly and/or to follow the Mybuddys App’s procedures as may be made available from time to time may result in You not receiving any Tokens, losing access to the use of the Platform or losing some or all of the amounts paid in exchange for Tokens, regardless of the purchase date.
- Notwithstanding anything contained herein, the Mybuddys App reserves the right, without notice and in its sole and absolute discretion, to suspend Your right to access the Platform, and all related information and files without liability to You, at its sole and absolute discretion, including but not limited to, in case of Your breach of these T&Cs or if the Mybuddys App believes You have committed fraud or other misconduct or are a Prohibited Person. Upon any such suspension all rights and licenses granted to You under these T&Cs will immediately terminate. In the event of any Force Majeure Event, breach of these T&Cs, or any other event that would make the operation or provision of the Platform or related services commercially unreasonable for the Mybuddys App, the Mybuddys Group may, in its discretion and without liability to You, with or without prior notice, suspend Your access to all or a portion of the Platform. To the extent permitted under Applicable Law (including in the event of applicable legislation change or amendment), in the event the Mybuddys App revokes Your right to use or access the Platform the Mybuddys Group shall not be required to provide You with any refund whatsoever.
- Entire Agreement.Unless otherwise provided, these T&Cs are intended to fully reflect the terms of the agreement between the Parties, and shall supersede any previously or contemporaneously agreed upon terms or understanding. No provision of these T&Cs shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these T&Cs, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these T&Cs will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
- The Company may, at its sole and absolute discretion, assign any of its rights and/or delegate its duties under these T&Cs (including, but not limited to any and all intellectual property rights in or to all technology, software, and code relating to the Platform). You may not assign Your rights or delegate Your duties as a user of the Platform, or as a purchaser of Tokens, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be null and void.
- In the event any one or more of the provisions of these T&Cs are for any reason held to be invalid, illegal or unenforceable in any jurisdiction, in whole or in part or in any respect, or in the event that any one or more of the provisions of these T&Cs operate or would prospectively operate to invalidate these T&Cs in any jurisdiction, then and in any such event, such provision(s) shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid, illegal or unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity or unenforceability, these T&Cs shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question and otherwise as set forth herein.
- Electronic Notices and Use of Information. You (i) agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (hereinafter – the “Communications”) that the Mybuddys Group provides in connection with Your use of the Platform; and (ii) have read and fully understood the Company’s Privacy Notice annexed at Schedule 3 to these T&Cs. The Mybuddys App and each of its Affiliates and their respective service providers may further disclose Your information to any of their respective service providers, agents, relevant custodians or similar third parties for any reason and such Persons may keep Your information for any period of time permitted by Applicable Law. You do hereby consent to such Persons disclosing any of Your information which they hold to any Governmental Authority or prosecuting authority for any reason and without notice to You. You hereby acknowledge and agree to hold the Mybuddys App and each such Affiliate harmless in respect of any disclosure of information by such Persons in accordance with these T&Cs. For the avoidance of any doubt, the Mybuddys App and each such Affiliate shall not be liable to You or any other Person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure.
- Information Requests. The Mybuddys App may determine, from time to time and in its sole and absolute discretion, that it is necessary to obtain certain information about You and Your Affiliates in order to comply with Applicable Laws in connection with Your entry into these T&Cs and Your subsequent holding of Tokens. You agree to provide the Mybuddys App with such information promptly upon request, and You acknowledge and accept that the Company may refuse to accept Your application until You provide such requested information and the Company has determined that it is permissible for the Company to accept Your application and receive the purchase amount from You under Applicable Law. The Mybuddys App further reserves the right to request identification documentation from You and Your Affiliates at any time. In the event that You or any such Affiliate does not provide such requested information to the satisfaction of the Company (in its sole and absolute discretion) the Company shall not be bound by the provisions of these T&Cs and shall be entitled to specifically refuse any presentation of Tokens by You to the Mybuddys Group or any other Relevant Party. In the event that You, directly or indirectly, sell, assign, transfers, convey or otherwise dispose of any Tokens You do hereby covenant with the Mybuddys App to procure that any such acquirer of Tokens shall be under equivalent obligations to provide such information to the Mybuddys App at the request of the Mybuddys Group from time to time.
- Tax Issues. The Mybuddys App makes no representations concerning the tax implications of the sale of Tokens or the possession or use of them. You bear the sole and absolute responsibility to determine if the purchase of Tokens with fiat currency or cryptocurrency or the potential appreciation or depreciation in the value of Tokens over time has tax implications for You in Your home jurisdiction or any other jurisdiction. By purchasing Tokens, and to the extent permitted by Applicable Law, You agree to be solely responsible for any applicable taxes imposed on, and agree not to hold the Mybuddys App or any of its Affiliates liable for any tax liability associated with or arising from Your purchase, possession, or transfer of Tokens. All fees and charges payable by You to the Company are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon the Company’s request, You will provide it any information it reasonably requests to determine whether it is obligated to collect any withholding taxes or value added or similar taxes from You, including any applicable tax identification numbers. If any deduction or withholding is required by Applicable Law, You will notify the Company and will pay the Company any additional amounts necessary to ensure that the net amount that the Company receives, after any deduction and withholding, equals the amount the Company would have received if no deduction or withholding had been required. Additionally, You will provide the Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. To the extent the Company is responsible for remitting any withholding taxes or value added or similar taxes, Your allocation of Tokens shall be reduced to the extent such taxes are required to be remitted by the Company. The Mybuddys App wishes to make You aware that future use of the Tokens by You when transacting with the Mybuddys App may result in withholding taxes, value added tax and/or similar taxes being imposed. You will be responsible for such taxes, however, where the Company is responsible for remitting taxes, the amount of taxes shall be deducted from the fees otherwise due and payable by You in connection with Your transactions with the Company.
- Force Majeure Events. The Mybuddys App shall not be liable for (1) any inaccuracy, error, delay in, or omission of (a) any information, or (b) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Mybuddys Group’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, pandemic, riot, labor dispute, accident, action of Governmental Authorities, communications, power failure, or equipment or software malfunction or any other cause beyond the Mybuddys App’s reasonable control (each, a “Force Majeure Event”).
- Compliance Policies. The Mybuddys App and its Affiliates strictly follow applicable anti-money laundering (AML), “know your customer” (KYC) and other Applicable Laws in the British Virgin You fully agree to assist the Mybuddys App in fulfilling the obligations of any Applicable Law and to provide any necessary information that is required from You to the Mybuddys App or any relevant Governmental Authority.
- Further Assistance. You shall cooperate with and assist the Mybuddys App and its Affiliates in connection with any investigation, examination or enquiry by any Governmental Authority. You shall promptly provide the Mybuddys App and its Affiliates with any documents, certification, record or other materials they may request in connection with such investigation, examination or enquiry.
- Headings. Headings are for convenience only and shall not be used to limit or construe any provisions of these T&Cs.
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Intellectual Property Notification: This document belongs to the Company and is protected by copyright laws. Its copying and/or use by any third party in full or in part without prior written consent of the Company is strictly prohibited.
If You have any question or notice any bugs, errors or violations You may send any questions regarding the use of the Platform or regarding these T&Cs via the Website.
This privacy notice explains the manner in which Mybuddys Holdings Ltd. and its Affiliates (the “Mybuddys App”) collects, processes and maintains personal data about you.
The Mybuddys App is committed to processing personal data in accordance with applicable law. In its use of personal data, certain members of the Mybuddys App will be characterised under applicable law as a data controller, whilst certain of the Mybuddys App’s service providers, affiliates and delegates may act as data processors under applicable law. For the purposes of this British Virgin Privacy Notice, we, us or our means each member of the Mybuddys App in its capacity (as relevant) as data controller of the personal data and you or your means the Tokenholder or relevant individual affiliated or connected with the Tokenholder receiving this British Virgin Privacy Notice.
If you are a nominee Tokenholder or a corporate entity, this British Virgin Privacy Notice will be relevant for those individuals connected to you and you should transmit this document to such individuals for their awareness and consideration.
Personal data: By virtue of acquiring Tokens, the Mybuddys App and certain other service providers and their respective affiliates and delegates (the “Authorised Entities”) may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to us with personal data that we collect from or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlets, websites and other media sources and international sanctions lists. It may also include data which, when aggregated with other data, enables an individual to be identified, such as an IP address and geolocation data.
Why is your personal data processed: The storage, processing and use of personal data by the Mybuddys App will take place for lawful purposes, including:
- to comply with any applicable legal, tax or regulatory obligations on the Mybuddys App or another Authorised Entity under any applicable laws and regulations;
- to perform a contract to which you are a party or for taking pre-contractual steps at your request;
- to operate the Mybuddys App, including managing and administering the Tokens and the
business of the Mybuddys App on an on-going basis which enables the Mybuddys App and its
Tokenholders to satisfy their contractual duties and obligations to each other;
- Examples of personal data include: name, title, date of birth, age, gender, nationality, picture, national identification number, usernames, email address, residential address, postal address, telephone / mobile / fax number, family structure, siblings, offspring, source of wealth, personal assets, bank account numbers and income details, tax identification number, financial and investment qualification, shareholder reference number, payment details and other details of products and services purchased, power of attorney information, job titles, employment history, employer details, personal data contained in emails, data regarding preferences in connection with marketing communications, personal data obtained pursuant to standard criminal record checks, and data obtained further to the Company’s standard anti-money laundering and client due diligence checks.
- to verify the identity of the Mybuddys App to third parties for any purpose which the Mybuddys App considers necessary or desirable;
- to assist the Mybuddys App in the improvement and optimisation of advertising (including through marketing material and content) its services;
- for risk management and risk control purposes relating to the Mybuddys App;
- to pursue the Mybuddys App’s or a third party’s legitimate interests: (i) for direct marketing purposes; or (ii) to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with legal, compliance, risk and managerial staff to assess suspicious activities; and/or
- where you otherwise consent to the processing of personal data for any other specific purpose.
As a data controller, we will only use your personal data for the purposes for which we collected it as set out in this British Virgin Privacy Notice. If we need to use your personal data for an unrelated purpose, we will contact you. In certain circumstances, we may share your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory.
Your rights: You may have certain rights under applicable law, including:
- the right to be informed as to how we collect and use your personal data;
- the right to access your personal data;
- the right to require us to stop direct marketing;
- the right to have inaccurate or incomplete personal data corrected;
- the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing, of your personal data;
- the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); and
- the right to require us to delete your personal data in some limited circumstances.
Please note that if you do not wish to provide us with requested personal data or subsequently withdraw your consent, you may not be able to hold or otherwise deal with the Tokens or remain as a holder of the Tokens as it will affect our ability to provide our services to you as a Tokenholder.
Retention of Personal Data: The personal data shall not be held by the Mybuddys Group for longer than necessary with regard to the purposes of the data processing.
Changes to Privacy Notice: We encourage you to regularly review this and any updated British Virgin Privacy Notice to ensure that you are always aware of how personal data is collected, used, stored and disclosed.
Contact Us: Please contact the Mybuddys App if you have any questions about this British Virgin Privacy Notice, the personal data we hold about you or to discuss your rights under applicable law.