Terms & Conditions and THT

BABB APP BETA TERMS AND CONDITIONS

This section refers to the beta Terms and Conditions.

When you proceed with the registration and participate in the beta, you confirm that you accept the following terms, additional to the General BABB T&Cs of the app which appears below when you use this beta version of the app:

This is a beta version, and as such may contain defects. It is not intended for general release. It is being provided on an ‘as is’ and ‘as available’ basis for the sole purpose of obtaining feedback on quality, usability and performance as well as the identification of any defect. This app constitutes our confidential information and you should not provide or otherwise make it available to any other person.
We appreciate your participation and your efforts to help us improve the app before the public launch, we, however, cannot guarantee a bug-free system which means that you may be exposed to additional risks on top of those already outlined in the app’s T&Cs. We aim to keep these risks as low as possible but cannot guarantee error-free execution of your instructions and we accept no responsibility for any such errors to the fullest extent permitted by law. If the execution error is within the Babb network and within Babb’s control, we shall seek to rectify it once we become aware of it but cannot guarantee its resolution.  Where the instruction or the transaction is executed outside of Babb’s control or outside Babb’s network, we shall not be able to rectify the error.
You are advised to use caution and not rely on the correct functioning of this version of the app.
By using this version of the app, you accept all risks and you take full responsibility and will not hold us liable for any loss in participating as a beta tester.

GENERAL BABB TERMS AND CONDITIONS

   1. WHAT THIS AGREEMENT IS ABOUT

1.1 You should read this agreement before you start using our services. It will create a legally binding agreement between you and us governing the basis on which we provide services to you, including how we use information on you and your activities. It will also give you information on what you could do if you run into some problems in any aspect of the service provided to you.

1.2 Under this Agreement we provide services relating to cryptocurrency and fiat transactions, including offering payment accounts and associated services that use the balances in the accounts that you hold with us.  Please note that you may lose your money when you convert and hold it in any Cryptocurrency we support. Holding BAX and other Cryptocurrency may expose you to the risk of extreme price fluctuations. The value of BAX may increase and decrease at any time and Babb takes no responsibility for any resulting fluctuation in the value of any Cryptocurrency or Fiat Currency you may hold in your Account with, nor do we guarantee that any Cryptocurrency can be exchanged or redeemed in any other Fiat Currency or Cryptocurrency, available in the App or elsewhere.  Further information relating to the risks associated with Cryptocurrency are available on our Website and App.

1.3 By using our Services, including downloading and using our App, you confirm that you accept and agree to this Agreement and understand the risks associated with using our Services. Please do not use our Services if you do not understand these risks and/or do not wish to enter into this Agreement.

1.4 You can access a pdf version of this Agreement via the Website or our App.

   2. WHO WE ARE

2.1 Babb Platform Ltd (“Babb Platform”) is a company registered and incorporated in England and Wales with company number 10803612 and registered office at 40 Bank Street, 18th Floor, London, England, E14 5NR. Babb Platform will be providing the Cryptocurrency Services under this Agreement and has also entered into an agency agreement with Babb Remit Ltd.

2.2 Babb Remit Limited (“Babb Remit”) is a company registered and incorporated in England and Wales with company number 10407809 and registered office at 40 Bank Street, 18th Floor, London, England, E14 5NR. Babb Remit is registered with the Financial Conduct Authority as a Small Payments Institution under the firm reference number 761308.

2.3 You can contact us by email at [email protected], or via the App.

   3. OUR SERVICES

3.1 We provide the following services to you through the App:

3.1.1 Cryptocurrency Services, which are provided in accordance with Annex 2;

3.1.2 Campaign Services, which are provided in accordance with Annex 3;

3.2 The Babb App is provided at no cost to you to use when you agree to this Agreement. We provide updates as needed and you may not be able to receive the Services unless you have the latest updated version of the App.

3.3 The App is downloadable from Apple App Store for Apple devices and Google Play store for Android devices.

3.4 This Agreement, including each applicable Annex, constitutes the entire framework agreement concluded between the Parties for the provision of the Services provided by us to you.

3.5 The clauses of this Agreement shall apply in full to each of the Services. The clauses applicable to a Service shall be supplemented by the Annex applicable to that service. Any conflict between the clauses or Annexes in relation to a Service shall be resolved using the following priority:

3.5.1 paragraph in an Annex;

3.5.2 clause of this Agreement.

3.6 The Balances held in your Cryptocurrency Wallet do not expire except when your Babb Account is terminated pursuant to clause 18 below.

3.7 Please note that the Account is not a bank account and is not covered by the UK’s Financial Services Compensation Scheme. Your account is not intended for speculative trading and by entering into this Agreement you agree that you will not use it for such purpose.

   4. OPENING AN ACCOUNT

4.1 In order to use our Services, you need to:

4.1.1 be 18 years old or above; and

4.1.2 have capacity to enter into legally binding contracts.

4.2 If you are a legal entity, you must contact us at [email protected] and provide us with the information and documentation that we request from you.  We will then provide any additional or amended terms and conditions that apply to providing the Services to you.

4.3 You must provide us with bank or payment account information relating to an account opened in your name with a bank or payment account provider established in the EEA or in a third-party country imposing equivalent obligations in terms of the prevention of money laundering and the financing of terrorism (a “Nominated Account”).

4.4 To access our Services, you must register and open a Babb Account and provide us with the information prompted in the App.

4.5 We are required by law to carry out all necessary security and customer due diligence checks in order to establish your identity and comply with all legal requirements before we provide you with access to our Services. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Babb Account with us or in the event of a dispute relating to this Agreement and activity under your Babb Account.

4.6 You confirm that all information you provide to us are complete, accurate and truthful at all times during the term of this Agreement. You must update this information whenever it changes. We cannot be responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.

4.7 You may only open one Babb Account unless we have agreed in writing the opening of additional accounts. Babb may refuse the creation of duplicate accounts for the same user. Duplicate accounts may be closed or merged at Babb’s discretion.

4.8 The Services are provided to you and you should not allow anyone to operate your Babb Account. All activities conducted in your Babb Account shall be deemed as activities carried out by the registered user. You shall only use the Services to transact on your own account and not on behalf of any other person or entity.

   5. ACCESSING YOUR ACCOUNT

5.1 We will provide you with the ability to securely access your Account by entering your security details (“Account Details”) and authentication and verification technology.  To ensure the safety and security of your Babb Account, you must:

5.1.1 Follow good password use and management practice – change your password regularly, choose a password- that cannot be easily guessed, and ensure that it is not reused across other online accounts. Babb requires a minimum password length of initially 8 (eight) characters

5.1.2 You must reset passwords anytime you feel your password is compromised;

5.1.3 Use any optional additional security features which may be provided by Babb

5.1.4 Keep your e-mail account secure.

5.1.5 You must NOT disclose your Babb Account password to anyone or let anyone access your account. You should make sure you do not let anyone see how you access your account. We recommend that you store your password safely.

5.2 Each time you seek to access your Account, we will check your identity by asking for your Account Details. As long as your correct Account Details are entered, we will assume that you are the person that has accessed your Account and is giving Instructions and you will be liable for those Instructions unless otherwise stated in this Agreement.

5.3 If you have any indication or suspicion of your Babb Account, login details, password or other security feature being lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are advised to change your password.  You must contact us by email to [email protected] without undue delay but, in any event, no later than one business day after becoming aware of any loss, theft, misappropriation or unauthorised use of your Account, login details, password or other security features.  Any undue delay in notifying us may not only affect the security of your Babb Account but may result in you being liable for any losses as a result.  If you suspect that your Babb Account was accessed by someone else, you should also contact the police or any other relevant authority or third party and report the incident.  We are not responsible for losses due to your negligence in keeping your password safe.

5.4 We may suspend your Babb Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Babb Account or any of its security features or if we reasonably suspect that an unauthorised or fraudulent use of your Babb Account has occurred or that any of its security features have been compromised or that any use was made that is possibly illegal or not in accordance with any law or regulation.  We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you or providing you with the reasons for the suspension or restriction would be unlawful or compromise our or our third party suppliers’ security interests.  We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

5.5 You agree and accept all the risks associated with maintaining balances in multiple currencies or cryptocurrencies that we may support, including any risks associated with fluctuations in the relevant exchange rates over time.

5.6 You agree that you will not use our Services for speculative trading.

5.7 We do not allow negative Balances. If you have a negative Balance as a result of a Chargeback, the reversal of a transaction, a deduction of Fees or any other action carried by you, you are liable to repay the negative Balance immediately without any notice from us. We may send you reminders or take such other reasonable actions to recover the negative Balance from you, for example, we may use a debt collection service or take further legal actions. We will charge you for any costs we may incur as a result of any such reasonable actions.

5.8 You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.

   6. AVAILABILITY OF THE SERVICES

6.1 When applying for your Account, the App will show you which Services are available to you.  Some Services are not available at the date of this Agreement and will be launched at a later date.  We will inform you through the App or by email when we launch any additional Services under this Agreement.

6.2 We will try to make sure that our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Services.

   7. EXECUTING A PAYMENT TRANSACTION AND REDEMPTIONS

7.1 You can submit a payment instruction to initiate a Payment Transaction using Cryptocurrency in your Cryptocurrency Account through the App (an “Instruction”).  Before submitting an Instruction, you must ensure that you have a sufficient Balance to cover the related Payment Transaction, as applicable, and any related Fees (as set out in the Fee Schedule), otherwise we will refuse the relevant Instruction.

7.2 Any Payment Transactions in Fiat Currency to or from your Account will be made to or from your Nominated Account only.

7.3 In order to carry out a Payment Transaction, you may be required to authorise the payment with your login details and password or by any other means at our sole discretion.  We may also ask you additional security questions relating to you or your Babb Account.  If your Babb Account is protected by additional security measures such as password tokens, you need to follow the instructions provided to you with such additional security measures.

7.4 Execution of your payment Instructions shall be subject to the following terms and conditions:

7.4.1 Babb shall execute your payment instructions if the information required for execution has been provided through the App;

7.4.2 the payment instruction has been authorised by you; and

7.4.3 the Cryptocurrency Wallet, whichever is being used for the relevant Payment Transaction, has sufficient credit Balance available for the Payment Transaction concerned; and

7.4.4 we consider at our sole discretion that executing the relevant Payment Transaction will not breach any anti-money laundering or other legal requirements and the jurisdiction, recipient or any other related party is not subject on any sanctions.

7.5 An Instruction shall be considered received by Babb:

7.5.1 if we and you mutually agree that execution of the Payment Transaction is to take place on a specific day;

7.5.2 on the last day of a certain period; or

7.5.3 on the day on which you have put Funds at our disposal.

7.6 If and where appropriate, we may refuse to process any Payment Transaction at our discretion and without this decision giving rise to any compensation on your part. Where possible (and subject to applicable law), we will provide you with the reasons for refusing to process any Payment Transaction.

7.7 Unless clause 7.6 applies, once we have received your Instruction a confirmation email will be sent to you and you may not withdraw your consent to a Payment Transaction after it has been deemed to be received.  Each Instruction is given a unique transaction number and is shown in the transaction history on your Babb Account. You should quote this transaction number when communicating with us about an Instruction.

7.8 Some transactions may take longer to complete, and we may consider this as pending until full completion is confirmed. In such cases, we will inform you as soon as we have confirmation of completion of a Payment Transaction.

7.9 If we are unable to complete your Instruction, we will let you know and, if possible, provide you with the reasons for the refusal and, if applicable, an explanation of how to correct any factual errors. However, we are not required to notify you if such notification would be unlawful or contrary to our regulatory obligations.

7.10 You are responsible for making sure that the information you provide in setting up a transfer or transaction is correct and accurate.  If we have processed your instructions in accordance with the information you have provided to us it will be considered correctly completed even if you have made a mistake. If you have provided incorrect information, you may lose your Cryptocurrency and we will not be held liable for this.  Other than where required under applicable law, we will not reimburse any losses as a result of you providing incorrect information.  If you have provided wrong information on the recipient, you may ask us to assist you in recovering funds relating to a Payment Transaction, but we cannot guarantee that such efforts will be successful.

7.11 We reserve the rights to place limits on Payment Transactions or redemptions that you may send per transaction or in relation to your Babb Account.  We may also impose limits on your balances and activities in accordance with the legal and regulatory restrictions applicable to you.  If you exceed any of these limits, we may decline your Instruction and may at times require you to provide additional documents so that we can carry out additional checks if necessary before allowing any further Payment Transactions or redemptions. For more information on the applicable limits, please visit our FAQ.

7.12 We are not responsible for the time it takes for payments to reach us if you fund your account from persons who do not hold a Babb Account.

   8. CURRENCY CONVERSION – FIAT AND CRYPTO

8.1 You may convert the Cryptocurrency held in in your Babb Account into other Cryptocurrencies as part of any Transaction (a “Conversion”) that we support from time to time. A Fee (set out in the Fee Schedule) will apply when we perform a Conversion and this shall also apply to any Payment Transaction(s) or Cryptocurrency Transfer(s) that requires a Conversion.

8.2 The applicable exchange rate to a Conversion will be shown to you prior to a Conversion taking place and by confirming the Conversion transaction, you agree to the exchange rate that has been provided to you. Any exchange rates provided in relation to a Conversion are only guaranteed for the set period of time stated in the proposed Conversion notification.

8.3 When we refer to an exchange rate in this Agreement it means the applicable rate at the relevant time of transaction Involving the exchange of the relevant currency pairs based on information provided by our Reference Rate Provider as guide. The exchange rates may change in real time due to the market conditions. We apply a Fee for any Conversion as set out in the Fee Schedule.

8.4 It may sometime be necessary for us to use a different exchange rate than available from our Reference Rate Provider. We shall provide you the exchange rate we shall apply which you can review and confirm prior to the execution of any Conversion.

   9. BAX AND OTHER CRYPTOCURRENCIES

9.1 By using our App, you agree to be bound by the applicable terms relating to the buying and selling of BAX and other cryptocurrencies we support in the App. Any currency conversion involves buying of one Cryptocurrency and selling another Cryptocurrency, applying the rates provided based on the information from our Reference Rate Provider, plus applicable Fees.

9.2 Details of the BAX and other Cryptocurrencies available on the App are provided on the App and Website.

9.3 Fees

9.3.1 You must pay the Fees in connection with the use of our Services as set out in the Fee Schedule.

9.3.2 Internal same currency (fiat or crypto) transactions in the Babb network do not carry any fee, except for transfers from a Campaign Wallet into a user’s Cryptocurrency Wallet.

9.3.3 We will let you know the exact amount of any Fees that are payable by you when you send us Instructions.  When you confirm the Instruction and that the relevant Transaction should take place, you accept the applicable Fees.  Any  Fees are chargeable from the source Cryptocurrency Wallet Wallet as part of a Transaction.

9.3.4 If you do not have sufficient Cryptocurrency in your Babb Account to cover the Fees required to execute a transaction, we may refuse to execute the Transaction or provide any Services to you.

   10. RIGHT TO CANCEL

10.1 You have 14 calendar days to exercise your right of withdrawal, without having to justify any reason or pay any penalty. This withdrawal period takes effect from the date that your application is accepted by us.

10.2 You must notify your withdrawal request to us within the allotted period by [email protected]

10.3 If this Agreement is cancelled, any Funds in your Account will follow the procedure set out in clause 18.7.

   11. RISKS

11.1 By entering into this Agreement, you acknowledge and agree that using our Services carries significant financial, regulatory and reputational risks including but not limited to those set out on the Babb Website.

11.2 By entering into this Agreement you expressly acknowledge that you understand and accept the risks set out in on the Babb Website .

   12. YOUR DATA

12.1 The processing of your data is governed by our Privacy Policy which can be found on the Babb Website. By accepting these Terms and Conditions, you also agree to the terms of our Privacy Policy

   13. INTELLECTUAL PROPERTY RIGHTS

13.1 In this clause, “Babb IP Rights” means in relation to Babb, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights.

13.2 Except as expressly set out in this Agreement, you are not entitled, for any purpose, to any Babb IP Rights.  We shall at all times retain ownership, including all rights, title and interests in and to all Babb IP Rights and you understand and accept that by using the Services you shall not:

13.2.1 acquire or otherwise be entitled to any Babb IP Rights;

13.2.2 make a claim in respect of any Babb IP Rights or any other equivalent rights; or

13.2.3 use, attempt to use, copy, imitate or modify (whether in whole or in part) any Babb IP Rights, except with our prior written consent.

13.3 You may not, and may not directly or indirectly, or attempt to directly or indirectly:

13.3.1 transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in any Babb IP Rights to any person or entity;

13.3.2 remove, obscure, or alter any notice of any Babb IP Rights;

13.3.3 modify, copy, tamper with or otherwise create derivative works of any Babb IP Rights; or

13.3.4 reverse engineer, disassemble, or decompile any part of the Services or Babb IP Rights or apply any other process or procedure to derive the source code of any software included in the Services or any Babb IP Rights.

   14. INFORMATION SECURITY

14.1 You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. You should use your own virus protection software. We cannot guarantee that our Services will be free from bugs or viruses.

14.2 You must not misuse our Services by introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, our servers, computers or databases. You must not attack our Website with any type of denial of service attack. By breaching this provision, you may commit a criminal offence and we will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website and/or our Services will cease immediately.

14.3 We will not be liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your use of our Services.

   15. HOW WE MAY CONTACT YOU

15.1 We usually contact you via email. For this purpose, you must at all times maintain at least one valid email address in your Babb Account profile. You should check for incoming messages regularly and frequently. These emails may contain links to further communication on our Website. If you don’t maintain or check your email and other methods of communications, you will miss emails about your transactions and our Services. We cannot be liable for any consequence or loss if you don’t do this. If we have reasonable concerns either about the security of your Babb Account, or any suspected or actual fraudulent use of your Babb Account, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures).

15.2 In addition to communicating via email, we may contact you via letter or telephone where appropriate. If you use any mobile services, we may also communicate with you via SMS. Any communications or notices sent by:

15.2.1 Email will be deemed received by you on the same day if it is received in your email inbox before 5pm on a Business Day. If it is received in your email inbox after 5pm on a Business Day or at any other time, it will be deemed received on the next Business Day.

15.2.2 Post will be deemed received three days from the date of posting for UK post or within five days of posting for international post.

15.2.3 SMS will be deemed received the same day.

15.3 Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our Website in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. We recommend you keep copies of all communications we send or make available to you.

15.4 Documents or communications in any other languages are for your convenience and only the English language version of them are official.

15.5 You can request a copy of the current Agreement or any other contractual document relevant to you by contacting us.

   16. LIABILITY and INDEMNITY

16.1 To the fullest extent permitted by applicable law, in no circumstances shall any of us and any of our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties”) be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the Services or otherwise related to this Agreement, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if any of the Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable).

16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for the gross negligence, fraud or intentional, wilful or reckless misconduct of any indemnified Party, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.

16.3 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:

16.3.1 Your use of any of the Services (including the Cryptocurrency Wallet);

16.3.2 your use of the App;

16.3.3 your acquisition or holding of any Cryptocurrencies under this Agreement;

16.3.4 the performance or non-performance of your responsibilities, representations, warranties or obligations under this Agreement;

16.3.5 your breach of any of the terms and conditions set out in this Agreement;

16.3.6 your breach of any rights of any other person or entity.

16.4 The indemnity set out in this clause 16 is in addition to, and not in lieu of, any other remedies that may be available to any Indemnified Parties under applicable law or any other contract or rights.

16.5 We have no control over websites linked to and from our Website or App and we assume no responsibility for their content or any loss or damage that may arise from your use of them.

16.6 In the unlikely event of loss or claims or costs and expenses arising out of your breach of this Agreement, any applicable law or regulation and/or your use of our Services, you agree to compensate us and our affiliates and hold us harmless. This provision will continue after this Agreement is terminated.

16.7 In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your Balance (if available). If there are insufficient funds in your Balance to cover your liability, we reserve the right to collect your debt to us by using any payments (or cryptocurrency) received in your Babb Account and otherwise you agree to reimburse us through other means. We may also recover amounts you owe us through legal means, including, without limitation, through the use of a debt collection agency.

   17. CHANGES TO THE AGREEMENT

17.1 Subject to paragraph 18.2 below:

17.1.1 We may change this Agreement at any time by giving you notice.  Any changes made by us under this clause 17.1.1 shall apply immediately or on the effective date specified on the notice provided to you and will be binding on you from that point in time.  In the event that you object to any changes proposed by us pursuant to this clause 17.1.1, you have the right to terminate this Agreement by giving us notice. Upon receipt of any such notice from you, the procedure set out in clause 18 shall apply.

17.2 Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change.

   18. SUSPENDING OR TERMINATING THIS AGREEMENT

18.1 This Agreement is concluded for an indefinite period of time and shall enter into force from the date that your application for a Babb Account is accepted by us.

18.2 You may terminate this Agreement with us and Close your Babb Account at any time, subject to you providing us a period of  two weeks’ prior notice, by contacting us at [email protected] We may end this Agreement and close your Babb Account or any service associated with it by giving you two months’ prior notice.

18.3 We may at any time suspend or close your Babb Account and/or end this Agreement without notice if:

18.3.1 you breach any provision of this Agreement or documents referred to in this Agreement;

18.3.2 we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;

18.3.3 we have reason to believe you are in breach of any applicable law or regulation; or

18.3.4 we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.

18.4 We may suspend your Babb Account or restrict its functionality if in our sole discretion we have concerns about the security of your Babb Account, suspected unauthorised or fraudulent use of your Babb Account, suspect money laundering or relates to money laundering activities or breach of applicable law.

18.5 We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or immediately after, unless notifying you would be unlawful or compromise our reasonable security measures. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

18.6 On termination for any reason all rights granted to you in connection with the App shall cease, you must immediately delete or remove the App from your devices.

18.7 At the time of closure, if you still have Cryptocurrency in your Babb Account, you must redeem or transfer this within the notice period set out in clause

18.7.2.  After this time, you will no longer have access to your Babb Account but you can still withdraw your Funds by contacting us at [email protected] You have the right to do this for a period of 6 years from the date your Babb Account is closed.

18.8 You must not close your Babb Account to avoid an investigation.  Subject to applicable law, if you attempt to close your Babb Account during any investigation we may hold any Funds in your Babb Account until the investigation is fully completed in order to protect our or a third party’s interest.

   19. TAXATION

19.1 Unless otherwise informed through the App, you are solely responsible for determining whether your use of the App and any of the Services will give rise to any tax implications on your part.

19.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax.  We shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your activities, including in relation to Cryptocurrencies, under or in connection with this Agreement.

19.3 You agree not to hold any of us or any of the Indemnified Parties liable for any tax liability associated with or arising from your activities, including in relation to Cryptocurrencies, under or in connection with this Agreement.

   20. COMPLAINTS

20.1 If you have a complaint, please contact us and we’ll do our best to fix the problem. You may send an email to [email protected] or chat with us in the App.

20.2 If you’re still not happy, you can refer your complaint to the Financial Ombudsman Service. For more details you can visit their website at www.financial-ombudsman.org.uk.

20.3 You could also submit your complaint through the European Commission’s Online Dispute Resolution website. The European Commission may then refer your complaint to the Financial Ombudsman Service. You can find more information here.

   21. FORCE MAJEURE

21.1 If the Affected Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, its obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays its performance of those obligations.

21.2 If the period of delay or non-performance arising due to a Force Majeure Event continues for 4 weeks then the non-Affected Party may terminate this Agreement by giving 7 calendar days’ written notice to the Affected Party.

   22. OTHER MATTERS

22.1 This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end or make any changes to this Agreement.

22.2 You acknowledge that by entering into this Agreement, you:

22.2.1 have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by us or on our behalf by any of the Indemnified Parties and/or a related entity or undertaking in relation to the subject matter of this Agreement at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in this Agreement. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements; and

22.2.2 we do not provide any financial, accounting, taxation or legal advice in relation to this Agreement or the Services and you are solely responsible for making your own independent appraisal and investigation of the risks of using the App and any of the Services and you should obtain your own legal, accounting, tax and/or financial advice in relation to such matters as you consider necessary.

22.3 You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement (including the Babb Account) without our prior written consent. We reserve the right to transfer, assign or novate this Agreement (including the Account) or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your Account as stipulated in this agreement.

22.4 Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

22.5 Nothing in this Agreement shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and us, and/or other individuals or entities involved with the development and deployment of the App.

22.6 If we delay in asking you to do certain things or in taking action, it will not prevent us taking steps against you at a later date.

22.7 This Agreement supersedes and extinguishes all previous agreements between you and us, whether written or oral, relating to its subject matter and constitutes the entire Agreement between you and us.

22.8 Any dispute between you and us arising out of or in connection with your Babb Account and/or this Agreement (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and shall fall within the exclusive jurisdiction of the courts of England and Wales.

ANNEX 1 

Definitions 

The following definitions apply: 

Accepted Payment Method  means a payment method by Card, bank transfer or other payment method that is accepted by us or, in relation to a Cryptocurrency Purchase, any payment method that is accepted by us or a third party seller of Cryptocurrency accessible via the app. 
Account or Babb Account  The account opened by you under this Agreement that allows you to access Babb Services. 
Account details  has the meaning in clause 5.1. 
Agreement  means these Terms and Conditions, including the Annexes to this Agreement and the Privacy policy that is shown in the Website. 
App or Babb App  means the Babb mobile application. 
Babb  means Babb Platform Ltd and Babb BNK Limited. 
Babb BNK  has the meaning in clause 2.2. 
Babb Platform  has the meaning in clause 2.1. 
Back Up  has the meaning in paragraph 3.2 of Annex 3. 
Balance  means any Cryptocurrency held in your BABB Account. 
Business Day  means a day other than a Saturday, Sunday or a public holiday in England when financial institutions in London are open for business. 
Campaign Wallet  means an allocated Cryptocurrency Wallet used to hold BAX or a stable coin which is used to receive donations for a campaign and other fundraising activities pursuant to Annex 4. 
Card  means a bank, payment, or credit card. 
Chargeback  means a demand for a return of money to the payer following a loss, fraud, or disputed transaction, from a credit card or other payment method offering such a service. 
Cryptocurrency  means Bax (BAX), Bitcoin (BTC), Ethereum (ETH), Tether (USDT) or any other cryptocurrency that can be purchased from Babb or a third party via the App. 
Cryptocurrency Purchase  has the meaning in paragraph 1.2.1 of Annex 3. 
Cryptocurrency Services  means the cryptocurrency services described in Annex 3. 
Cryptocurrency Transfer  has the meaning in paragraph 1.2.3 of Annex 3. 
Cryptocurrency Wallet  means an electronic account maintained for the purpose of enabling you to store, send or receive transfers of Cryptocurrency. 
Cryptocurrency Withdrawal  has the meaning in paragraph 1.2.4 of Annex 3. 
CFS-Zipp  has the meaning in clause 2.2. 
   
Fee Schedule  means the document comprising all the fees payable by a user for the use and management of a Cryptocurrency Wallet which is available on the App 
Fees  means the fees payable by you to us for using our Services as set out on our Fee Schedule. 
Fiat Currency  means any government-issued currency that is not backed by a physical commodity with intrinsic value, such as gold or silver. 
Force Majeure Event  means each (or any combination of) event(s) beyond the reasonable control of a you or Babb (or our agents of sub-contractors) (the “Affected Party”) which does not relate to its fault or negligence, and which prevents, hinders or delays it from or in performing its obligations under this Agreement. Force Majeure Event includes, without limitation: 

• war (whether declared or not), civil war, sabotage or riots, revolution and terrorism; 

• natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lightning; 

• explosions, fires and/or destruction of plant, machinery, and/or premises; 

• external power failures, external telephone network failures, serious crime and evacuations; strikes and labour disputes of all kinds and 

• epidemic or pandemic diseases that create any form of market or economic disruption. 

Interactive Area  has the meaning in paragraph 3.1 of Annex 4. 
Nominated Account  has the meaning in clause 4.3. 
Parties  means you and us, with each being a “Party” to this Agreement. 
Payment Transaction  means an act initiated by the payer or payee of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee. 
Pre-Contractual Information  has the meaning in clause 22.2. 
Reference Rate Provider  means the independent provider of reference rates for either (a) Cryptocurrency Conversions or (b) Conversions relating to Fiat Currency, as appointed by us from time to time. 
Services  means the Cryptocurrency Services. 
we / us / our  means all Babb entities and CFS-Zipp. 
Website  means the App and any webpage, including but not limited to getbabb.com, where we provide information and the Services to you. 
You / your  means any natural person or entity who enters into this Agreement. 

 

ANNEX 2

Crypto Currency Services 

  1. THE CRYPTO CURRENCY SERVICES

1.1 This Annex applies only to Cryptocurrency Services and any references to defined terms in this Annex that are used elsewhere in this Agreement, for example “Payment Transactions”, are amended as required to only apply to the Cryptocurrency Services. 

1.2 We provide the following services through the APP 

1.2.1 allowing you to purchase Cryptocurrency (“Cryptocurrency Purchase”); 

1.2.2 Cryptocurrency storage services, whereby Cryptocurrency (whether purchased from Babb Platform or transferred from an external Cryptocurrency wallet) can be held in a Cryptocurrency Wallet; 

1.2.3 Cryptocurrency transfer (“Cryptocurrency Transfer”) services, whereby Cryptocurrency stored in your Cryptocurrency Wallet is transferred to another customer’s wallet without Cryptocurrency conversion. 

1.2.4 Cryptocurrency conversion (“Cryptocurrency conversion”) services, whereby Cryptocurrency stored in your Cryptocurrency Wallet is transferred to: 

(a) another customer’s Cryptocurrency Wallet, in exchange for either; 

(i) Another Cryptocurrency which is paid into your corresponding Cryptocurrency Wallet; or 

(b) a Campaign Wallet if the originating donation is not BAX 

1.2.5 Cryptocurrency withdrawals, whereby Cryptocurrency stored in your Cryptocurrency Wallet is withdrawn from your Babb Account and sent to a Cryptocurrency wallet, being either your Cryptocurrency wallet or another person’s Cryptocurrency wallet, maintained and operated by a third party (“Cryptocurrency Withdrawal”) and therefore is operated outside Babb App. 

1.3 Use of cryptocurrency may be illegal in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with cryptocurrency in your jurisdiction before using the Services. 

1.4 Babb may also offer additional services from time to time and such additional services shall be provided under terms and conditions separate to this Agreement. 

  1. FUNDING YOUR CRYPTOCURRENCY WALLET

2.1 Once your Babb Account has been opened, there are two methods by which you can add Cryptocurrency to your Cryptocurrency Wallet: 

2.1.1 you or a third party may transfer Cryptocurrency to your Cryptocurrency Wallet; or 

2.1.2 you may carry out a Cryptocurrency Purchase. 

2.2 You or any other party may transfer Cryptocurrency to your Cryptocurrency Wallet by sending the relevant Cryptocurrency we support to the relevant Cryptocurrency Wallet address available via the App. We are not responsible for any attempted transfer made relating a cryptocurrency that cannot be held in the Cryptocurrency Wallet or any Cryptocurrency we do not support.. 

2.3 You may purchase Cryptocurrency from us or a third party via the App, subject to the applicable Fees. The price, exchange rate, and amount of the Cryptocurrency that you wish to purchase will be confirmed via the App at the time that you place an order for a Cryptocurrency Purchase. 

2.4 There are three methods by which you can make a Cryptocurrency Purchase: 

2.4.1 you may purchase a Cryptocurrency using another Cryptocurrency; or 

2.4.2 you may purchase Cryptocurrency via the App using any other Accepted Payment Method. 

2.5 The Fees applicable to each method of Cryptocurrency Purchase are as set out in the Fee Schedule. 

2.6 Acceptance of an order for a Cryptocurrency Purchase does not guarantee that you will receive the corresponding amount of Cryptocurrency into your Cryptocurrency Wallet (as defined below). The Cryptocurrency Purchase is conditional upon actual receipt of the funds, as well as payment of any applicable Fees. 

2.7 Subject to the terms of this Agreement and the transaction being honoured by your bank, card provider or other relevant party, Cryptocurrency Purchases will be credited to the Cryptocurrency Wallet as soon as possible once the Cryptocurrency Purchase has been confirmed by the relevant Cryptocurrency network. 

  1. PROVIDING YOUR CRYPTOCURRENCY WALLET

3.1 When you create a Cryptocurrency Wallet, we will manage a cryptographic private and public key pair (the “Keys”) on your behalf that Babb may use to send and receive Cryptocurrency to or from your Cryptocurrency Wallet. 

3.2 You acknowledge and agree that you are solely responsible for: 

3.2.1 storing and keeping safe the Keys; and 

3.2.2 creating a backup of any Crypto Wallet information, transaction information and/or the Keys (a “Back Up”). 

3.3 You accept and acknowledge the risk that the Key may be lost, and if the Keys is lost or for any reason you are unable to locate any Key and the Back Up is also lost, you will not be able to access your Cryptocurrency held in your Cryptocurrency Wallet. Any Cryptocurrency you have associated with your Cryptocurrency Wallet may become inaccessible if any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier, password or a Key) can dispose of the Cryptocurrency in your Cryptocurrency Wallet. 

3.4 In relation to any Payment Transactions using Cryptocurrency outside the Babb network, you acknowledge and confirm that you understand that: 

3.4.1 when using the Cryptocurrency Wallet, you may be directly communicating with network relating to the relevant Cryptocurrency and any such transactions are irreversible. The Cryptocurrency Wallet is not a custodian of your assets; 

3.4.2  all such transactions must be confirmed and recorded on the network relating to the relevant Cryptocurrency; 

3.4.3 Babb has no control over the network relating to the relevant Cryptocurrency and therefore: 

(a) the transaction you submit via Cryptocurrency Wallet may not be completed, or may be substantially delayed, by the network relating to the relevant Cryptocurrency when processing the transaction; 

(b) cannot and does not ensure that any transaction details you submit through our App will be confirmed on the network relating to the relevant Cryptocurrency; 

(c) cannot assist you to cancel or otherwise modify your transaction or transaction details and does not have the ability to facilitate any cancellation or modification requests; and 

(d) does not guarantee that our Services can transfer title or right in any Cryptocurrency or make any warranties whatsoever with regard to such title. 

3.5 If your access credentials are lost, you may lose access to your Cryptocurrency. We shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of any Cryptocurrencies nor shall we be under any obligation to recover or return any Cryptocurrencies and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Cryptocurrencies. 

3.6 We provide you the ability to hold Cryptocurrencies in your Cryptocurrency Wallet.  We have the right to remove the ability to hold a particular Cryptocurrency in your Cryptocurrency Wallet at any time and in such cases we shall use our best endeavours to inform you in advance to give you the opportunity to move your Cryptocurrency to another Cryptocurrency or withdraw them from your Account as you may find appropriate. 

3.7 In the event of a “fork”, we may not be able to support activity related to the any Cryptocurrency held in your Cryptocurrency Wallet. You agree and understand that, in the event of a fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. We are not responsible for any loss incurred by you if caused in whole or in part, directly or indirectly, by a fork. 

3.8 You agree to take responsibility for all activities that occur in relation to your Cryptocurrency Wallet and that you accept all risks of any authorised or unauthorised access to your Cryptocurrency Wallet, subject to applicable law. 

  1. TRANSFERRING AND WITHDRAWING CRYPTOCURRENCY

4.1 Cryptocurrency (or part thereof) held in a Cryptocurrency Wallet may be transferred to another customer’s Cryptocurrency wallet or an external Cryptocurrency wallet maintained and operated by a third party. Babb shall specify the information required to effect a Cryptocurrency Transfer or Cryptocurrency Withdrawal at the point of instruction but, as a minimum, Babb shall require the: 

4.1.1 address of your external wallet; and 

4.1.2 amount to be transferred. 

4.2 If the transaction is a cross-currency transaction, the source Cryptocurrency from your Babb wallet is converted to BAX and then sent to the BAX Wallet of the recipient Babb customer. 

4.3 We may charge additional network fees (“gas” fees) to process a Cryptocurrency Transfer or Cryptocurrency Withdrawal to a Wallet outside the Babb network. We will calculate the network fee at our discretion, although we will always notify you of the chargeable network fee at or before the time you authorise the  Cryptocurrency Transfer or Cryptocurrency Withdrawal. 

4.4 The Fees applicable to a Cryptocurrency Transfer and Cryptocurrency Withdrawal are set out in the Fee Schedule. 

 

ANNEX 3 

Fundraising and CAMPAIGN Services 

Guidelines for users 

  1. FUNDRAISING AND CREATING CAMPAIGNS

1.1 As a Babb customer, you can access our fundraising service which allows you to create a fundraising campaign in the App and open a Campaign Wallet where donors can contribute to by making payments. 

1.2 The fundraising service is offered to help Campaign Organisers raise money. Babb merely provides the technology to allow fundraisers to connect with Donors. The existence of the Services is not a solicitation of donations by Babb, and Babb does not engage in any solicitation activities or consult on the solicitation of contributions from the public, on behalf of any individual, entity or organisation. By using the Services, you understand and agree that Babb shall not be responsible for the use of your donations or the amount of funds raised for the User, Campaign or event. 

1.3 Babb has no control over the conduct of, or any information provided by, a Babb customer and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Campaign will obtain a certain amount of Donations or any Donations at all. We do not endorse any Campaign, customer, or cause and we make no guarantee, express or implied, that any information provided through the Services is accurate. We expressly disclaim any liability or responsibility for the outcome or success of any Campaign. If you are a Donor, you must make the final determination as to the value and appropriateness of contributing to any User, Campaign or event. If and where appropriate, we may refuse an application to set up a fundraising campaign at our discretion and without this decision giving rise to any compensation on your part. Where possible (and subject to applicable law), we will provide you with the reasons for refusing to set up a fundraising campaign. 

1.4 Campaign Wallets can receive donations in Cryptocurrency or where available, Payment Transaction outside the Babb network, which shall be converted into BAX so it can be received in the Campaign Wallet. Babb reserves the right to set limits on the amount of individual donations or the total that can be raised in any campaign.  Babb also reserves the right to refuse any donation we consider, at our sole discretion, may breach any anti-money laundering or other legal requirements or the jurisdiction, sender or any other related party is subject on any sanctions. 

1.5 Donations can only be received in Campaign Wallets when the campaign is still active.  Babb will not be held responsible for any donations lost when the campaign is already closed. Donations sent to a Campaign Wallet after a campaign has closed may be held in suspense and Babb will review the transaction and take necessary actions where possible. 

1.6 Babb offers a hedging service that allows a Campaign Wallet holder to convert BAX held in their Campaign Wallet to a stable coin at any time.  Any stable coin held by a Campaign Wallet may be released and converted back by the campaigner to BAX at any time and are subject to conversion fees. We shall not be held responsible for losses in campaign value due to decisions to hedge and release. 

1.7 At the end of the Campaign, the Babb customer that set up the Campaign may withdraw the BAX campaign funds to his Cryptocurrency Account and a Fee will be charged in accordance to the Fee Schedule. In certain circumstances Babb may at its sole discretion allow campaigners to set up long term on-going campaigns. In such cases, the campaigners may apply for periodic withdrawals of funds. 

1.8 The App enables you to perform various searches to enrich your user experience, particularly in respect of campaigns projects that have been created.  Search capabilities within the App include: 

1.8.1 being able to search for other individual users of the App and to view their profile and the amount of any campaign donations made by them.  You can also submit a friend request to other users, acceptance of which by them will give you greater visibility of their activity within the App; and 

1.8.2 being able to browse a full list of campaign projects, enabling you to view details (including value, in Cryptocurrency) of campaign donations made by other App users. 

  1. TYPES OF CAMPAIGNS

2.1 You may create multiple campaigns, and these may be private or public: 

2.1.1 a public fundraising campaign is, as the name suggests, a campaign for a public cause where donors are also from the general public. An example of a public campaign is establishing a health centre in a village. 

2.1.2 a private fundraising campaign is limited to a selected circle of donors possibly known to the campaigner. An example of a private fundraising campaign is paying the hospital bills of a campaigner, and the targeted donors are only his friends and family. 

2.2 You must ensure that you provide sufficient information on your campaign project and you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Website any information which would fall within any of clauses  3.1.1 to 3.1.8.The information you provide must be in accordance with our guidelines for creating campaigns which are outlined in this Annex. We reserve the right to refuse publication of your Campaign or delete a Campaign if it violates our guidelines or it is does not comply with applicable law. 

  1. PROHIBITED CONDUCT

3.1 You are solely responsible for complying with all applicable law in relation to your Campaign or use of the Services. You are further solely responsible for all User Content that you upload, post, publish, display, transmit or otherwise use . If you are not the beneficiary of the Campaign which you organise, you agree to deliver funds to the ultimate beneficiary directly and as soon as possible. You agree to fully cooperate with any request we make for evidence we deem necessary to verify your compliance with these Terms of Service. 

3.2 The following are examples of User Content and/or use that is illegal or prohibited by Babb. This list is not exhaustive and we reserve the right to remove any Campaign and/or investigate any User who, at our sole discretion, violates any of the terms or spirit of these Terms of Service. As we investigate Your Campaign, a User or User Content, we may consider all available material including but not limited to social media, related news, and any other information that we, at our sole discretion, deem relevant to our review. We further reserve the right, without limitation, to ban or disable your use of the Services, remove the offending User Content, suspend or terminate Your account, stop payments to any such Campaign, freeze or place a hold on Donations and report you to law enforcement authorities or otherwise take appropriate legal action including seeking restitution on behalf of ourselves and/or our users. 

3.3 Where a campaign that has been banned or disabled holds donated funds, Babb shall aim to return the donated funds to the donors provided that this complies with the law. The funds will be returned net of admin fees and where applicable, using the applicable conversion rates. 

3.4 Notwithstanding the foregoing, you agree not to use the Services to raise funds or establish or contribute to any Campaign with the implicit or explicit purpose of or involving: 

3.4.1 the violation of any law, regulation, industry requirement, or third-party guidelines or agreements by which you are bound, including those of payment card providers and transaction processors that you utilise in connection with the Services; 

3.4.2 any election campaigns that are not run by a registered organisation within the supported country; 

3.4.3 User Content or campaigns that are fraudulent, misleading, inaccurate, dishonest or impossible; 

3.4.4 drugs, narcotics, steroids, controlled substances, pharmaceuticals or similar products or therapies that are either illegal, prohibited or forbidden by an applicable regulatory body; legal substances that provide the same effect as an illegal drug; or other products, medical practices or any related equipment or paraphernalia that have been found by an applicable regulatory body to cause consumer harm; 

3.4.5 knives, explosives, ammunition, firearms, or other weaponry or accessories; 

3.4.6 annuities, investments, loans, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, cheque cashing or similar), pyramid schemes, ‘get rich quick schemes’ (i.e. investment opportunities or other services that promise high rewards), network marketing and referral marketing programmes or debt collection; 

3.4.7 gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to raffles, casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, raffle tickets, auctions and other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery), promotions involving monetary rewards, including gift vouchers, or sweepstakes; 

3.4.8 User Content that we deem, at our sole discretion, to be in support of hate, violence, harassment, bullying, discrimination, terrorism or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity or serious disabilities or diseases; 

3.4.9 Campaigns that we deem, at our sole discretion, to be for the legal defence of alleged crimes associated with hate, violence, harassment, bullying, discrimination, terrorism or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, serious disabilities or diseases or financial crimes or crimes of deception; 

3.4.10 activities with, in, or involving countries, regions, governments, persons, or entities that are subject to sanctions under applicable law, unless such activities are expressly authorised by the appropriate governmental authority; 

3.4.11 funding a ransom, human trafficking or exploitation, vigilantism, bribes or bounty; 

3.4.12 pornography or other sexual content; 

3.4.13 offensive, graphic, perverse or sensitive content; 

3.4.14 the sale of items before the seller has control or possession of the item; 

3.4.15 collecting payments on behalf of merchants by payment processors or otherwise; including but not limited to self-payments on campaigns or an attempt to by-pass or otherwise circumvent the designated method of payment as provided by Babb; 

3.4.16 credit repair or debt settlement services; 

3.4.17 the receipt or grant of cash advances or lines of credit to yourself or to another person for purposes other than those purposes clearly stated in the Campaign; 

3.4.18 publication or removal of User Content (such as mug shots), where the primary purpose of posting such User Content is to cause or raise concerns of reputational harm; 

3.4.19 sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; 

3.4.20 aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; 

3.4.21 counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; 

3.4.22 products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; 

3.4.23 unauthorised sale or resale of brand name or designer products or services; 

3.4.24 sale of goods or services that are illegally imported or exported; 

3.4.25 processing where there is no bona fide donation accepted; cash advance; card testing; evasion of card network chargeback monitoring programs; 

3.4.26 collecting or providing funds for any purpose other than as described in a Campaign description; 

3.4.27 any other activity that Babb may deem in its sole discretion to be in support of individuals and/or entities associated with alleged financial crimes including but not limited to corruption, bribery, tax evasion, fraud and activities of a similar nature; or 

3.4.28 any other activity that BABB may deem in its sole discretion to be unacceptable. 

3.5 Not to use the Services to transmit or otherwise upload any User Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorised advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes” or any other form of solicitation; or (vi) in the sole judgment of Babb, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Babb or its users to any harm or liability of any type; 

3.6 Not to interfere with or disrupt servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; 

3.7 Not to harvest, collect or publish personally identifiable information of others; 

3.8 Not to raise funds for a minor without the express permission of the minor’s guardian unless the funds are transferred into a trust account for the sole benefit of the minor; 

3.9 Not to use the Services on behalf of a third party or post any personal data or other information about a third party, without the express consent of that third party; or 

3.10 Not to use another User’s account or URL without permission, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent a Charity or Campaign through the Services, or post User Content in any inappropriate category or areas on the Services; 

3.11 Not create any liability for Babb or cause us to lose (in whole or in part) the services of our Internet Service Provider(s), web hosting company or any other vendors or suppliers; 

3.12 Not to engage in any conduct that, in Babb’s sole judgment and at Babb’s sole discretion, restricts or inhibits any other user from using or enjoying the Services; 

3.13 Not to interfere with or disrupt any servers or networks used to provide the Services or their respective features or disobey any requirements of the networks Babb uses to provide the Services; 

3.14 Not to gain unauthorised access to the Services, or any account, computer system, or network connected to these Services, by any unauthorised or illegal means; 

3.15 Not to obtain or attempt to obtain any materials or information not intentionally made available through the Services; 

3.16 Not to use the Services to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising, except that using the Services for fundraising activities in accordance with these Terms which is expressly permitted; 

3.17 Additionally, with respect to all Donations you make or accept through the Services, you agree: 

3.17.1 Not to make or accept any Donations that you know or suspect to be erroneous, suspicious or fraudulent; 

3.17.2 Not to use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists; 

3.17.3 To maintain reasonable and standard security measures to protect any information transmitted and received through the Services, including without limitation by adhering to any security procedures and controls required by Babb from time to time; 

3.17.4 To maintain a copy of all electronic and other records related to Campaigns and Donations as necessary for Babb to verify compliance with these Terms of Service and make such records available to Babb upon our request. For clarity, the foregoing does not affect or limit your obligations to maintain documentation as required by applicable laws, rules, regulations or governmental authority; and 

3.17.5 At Babb’s request, including without limitation in case of investigations by Babb, a payment processing partner, or a regulatory or governmental authority, to fully cooperate in the auditing of such records, investigation of the relevant circumstances and remedy of any uncovered violation or wrongdoing. 

3.18 Babb reserves the right to refuse, condition, or suspend any Donations or other transactions that we believe in our sole discretion may violate the Terms of Service or harm the interests of our users, business partners, the public, or Babb, or that expose you, Babb, or others to risks unacceptable to us. We may share any information related to your use of the Services with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your account, your Donors, your Donations, and transactions made through or in connection with your use of the Services. 

  1. INTERACTIVE AREAS OF THE APP

4.1 The App includes an interactive area which may include forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials (the “Interactive Area”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using or accessing any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Website any of the following: 

4.1.1 user content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; 

4.1.2 user content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; 

4.1.3 user content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any user content, you represent and warrant that you have the lawful right to distribute and reproduce such user content; 

4.1.4 user content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; 

4.1.5 unsolicited promotions, political campaigning, advertising or solicitations; 

4.1.6 private information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers, and Card numbers. 

4.1.7 viruses, corrupted data or other harmful, disruptive or destructive files; and 

4.1.8 user content that, in the sole judgment of Babb, is objectionable or which restricts or inhibits any other person from using or enjoying an Interactive Area, or which may expose Babb or its users to any harm or liability in any form. 

4.2 You further agree that you are solely responsible for your conduct while on an Interactive Area, and you agree that you will not do any of the following in connection with the Interactive Area or its users: 

4.2.1 use the Interactive Area in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Interactive Area or that could damage, disable, overburden or impair the functioning of the Interactive Area in any manner; 

4.2.2 impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity; 

4.2.3 utilise unauthorised exploits in connection with the Interactive Area; 

4.2.4 stalk, intimidate, threaten, or otherwise harass or cause discomfort to other customers on the Interactive Area; 

4.2.5 send any unsolicited commercial messages; 

4.2.6 use the Interactive Area for any illegal or unauthorised purpose or engage in, encourage, or promote any illegal activity, or any activity that violates this Agreement; or 

4.2.7 circumvent or attempt to circumvent any filtering, security measures or other features Babb may from time to time adopt to protect the Interactive Area, its users or third parties. 

4.3 Babb takes no responsibility and assumes no liability for any user content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Babb liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules under this Agreement is solely at Babb’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Interactive Area will not contain any content that is prohibited by such rules. As a provider of interactive services, Babb is not liable for any statements, representations or user content provided by its users in any public forum, personal home page or other Interactive Area. 

4.4 Although Babb has no obligation to screen, edit or monitor any of the content posted in any Interactive Area, Babb reserves the right, and has absolute discretion, to remove, screen or edit any user content posted or stored in the Interactive Area at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any user content you post or store on the Interactive Area at your sole cost and expense. Any use of the Interactive Areas in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the Interactive Areas. 

4.5 If you post user content to the Interactive Area, unless we indicate otherwise, you grant Babb and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such user content throughout the world in any media on or in connection with the Interactive Area and the promotion thereof including without limitation the right to use your name, likeness, voice or identity. You grant Babb and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if we choose. You understand and agree that the use of your or other users name, likeness, voice or identity in connection with various features on the Interactive Area does not imply any endorsement of such feature or of the Interactive Area of Babb unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the user content that you post or you otherwise have the right to post such user content to the Interactive Area; (b) the user content is accurate and not misleading; and (c) use and posting of the user content you supply does not violate this Agreement and will not violate any rights of or cause injury to any person or entity. 

  1. GUIDELINES FOR CAMPAIGN ORGANISERS

5.1 You, as a Campaign Organiser, represent, warrant and covenant that (i) all information you provide in connection with a Campaign or Beneficiary is accurate, complete, and not likely to deceive reasonable Users; (ii) all Donations contributed to your Campaign will be used solely as described in the materials that you post or otherwise provide; (iii) if you withdraw donations believed by reasonable Donors to be raised on behalf of someone other than you (i.e., the Beneficiary), all Donations will be given to and/or spent on behalf of the Beneficiary; (iv) if you add a Beneficiary through the Services, you relinquish control of the Donations, including the ability to issue refunds; (v) you will not infringe the rights of others; and (vi) you will comply with all relevant and applicable laws and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions and asset disclosures for your project. 

5.2 It is your responsibility to determine which taxes, if any, apply to the Donations you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority. 

  1. GUIDELINES FOR DONATIONS AND FOR DONORS

6.1 A Donation is a Payment instruction by You as a Donor to a Campaign. As a Donor you agree to all the provisions in this Agreement and take full responsibility for any amount you donated to your selected Campaign. 

6.2 All Donations are at your own risk. When you make a Donation through either of the Platforms, it is your responsibility to understand how your money will be used. Babb is not responsible for any offers, promises, rewards or promotions made or offered by Users or Campaigns. We do not and cannot verify the information that Users or Campaigns supply, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a User or Campaign or in accordance with applicable laws. 

6.3 Babb makes no representation as to whether all or any portion of your Donations, including any Payment Processor Fees, are tax deductible or eligible for tax credits. Babb will have no liability for any claim by any tax authority with respect to the characterisation on any applicable tax return of any Donation by you, any User or any Charity. You should consult a tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation. 

6.4 A donation may be made by a registered Babb account holder or anyone making payments via a credit or debit card.. The campaigner is responsible for any consequence arising out of expanding access to the Campaign by sharing the Campaign link. 

6.5 A Campaign link shared publicly will allow access to information relating to a Campaign and to make a donation to a Campaign only. 

6.6 Babb reserves the right to refuse any donation we consider at our sole discretion may breach any anti-money laundering or other legal requirements or the jurisdiction, sender or any other related party is subject on any sanctions. Cryptocurrency donations that are deemed at our sole discretion to breach the law will be put into a quarantined wallet subject to further review and action as the law may require. 

  1. RESTRICTED COUNTRIES

The following countries have been identified as restricted 

  • Afghanistan 
  • Aland Islands 
  • Albania 
  • Azerbaijan 
  • Bahamas 
  • Barbados 
  • Belarus 
  • Bosnia-Herzegovina 
  • Botswana 
  • Burundi 
  • Cambodia 
  • Central African Rep 
  • Congo (Brazzaville) 
  • Congo, the Democratic Republic 
  • Costa Rica 
  • Cuba 
  • Egypt 
  • Eritrea 
  • Ethiopia 
  • Ghana 
  • Guinea 
  • Guinea Bissau 
  • Guyana 
  • Iran, Islamic Republic of 
  • Iraq 
  • Jamaica 
  • North Korea 
  • Lao People’s Democratic Republic 
  • Lebanon 
  • Libya 
  • Mali 
  • Mauritius 
  • Mongolia 
  • Myanmar 
  • Nicaragua 
  • Pakistan 
  • Palestine (West Bank) 
  • Panama 
  • Russian Federation 
  • Somalia 
  • South Sudan 
  • Sri Lanka 
  • Sudan 
  • Syria 
  • Trinidad & Tobago 
  • Tunisia 
  • Uganda 
  • Ukraine 
  • Vanuatu 
  • Venezuela 
  • Western Sahara 
  • Zimbabwe  

 

 

APP T&Cs

BABB App 

Terms and Conditions 

Version 1.0

 

BABB APP BETA TERMS AND CONDITIONS 

This section refers to the beta Terms and Conditions. 

When you proceed with the registration and participate in the beta, you confirm that you accept the following terms, additional to the General BABB T&Cs of the app which appears below, when you use this beta version of the app: 

  •  This is a beta version, and as such may contain defects. It is not intended for general release. It is being provided on an ‘as is’ and ‘as available’ basis for the sole purpose of obtaining feedback on quality, usability and performance as well as the identification of any defect. This app constitutes our confidential information and you should not provide or otherwise make it available to any other person.
  •  We appreciate your participation and your efforts to help us improve the app before the public launch, we however cannot guarantee a bug-free system which means that you may be exposed to additional risks on top of those already outlined in the app’s T&Cs. We aim to keep these risks as low as possible but cannot guarantee error-free execution of your instructions and we accept no responsibility for any such errors to the fullest extent permitted by law. If the execution error is within the Babb network and within Babb’s control, we shall seek to rectify it once we become aware of it but cannot guarantee its resolution.  Where the instruction or the transaction is executed outside of Babb’s control or outside Babb’s network, we shall not be able to rectify the error.
  •  You are advised to use caution and not to rely on the correct functioning of this version of the app. 
  •  By using this version of the app, you accept all risks and you take full responsibility and will not hold us liable for any loss in participating as a beta tester.

 

GENERAL BABB TERMS AND CONDITIONS 

  1. WHAT THIS AGREEMENT IS ABOUT

1.1 You should read this agreement before you start using our services. It will create a legally binding agreement between you and us governing the basis on which we provide services to you, including how we use information on you and your activities. It will also give you information on what you could do if you run into some problems in any aspect of the service provided to you. 

1.2 Under this Agreement we provide services relating to cryptocurrency and fiat transactions, including offering payment accounts and associated services that use the balances in the accounts that you hold with us.  Please note that you may lose your money when you convert and hold it in any Cryptocurrency we support. Holding BAX and other Cryptocurrency may expose you to the risk of extreme price fluctuations. The value of BAX may increase and decrease at any time and Babb takes no responsibility for any resulting fluctuation in the value of any Cryptocurrency or Fiat Currency you may hold in your Account with, nor do we guarantee that any Cryptocurrency can be exchanged or redeemed in any other Fiat Currency or Cryptocurrency, available in the App or elsewhere.  Further information relating to the risks associated with Cryptocurrency are available on our Website and App. 

1.3 By using our Services, including downloading and using our App, you confirm that you accept and agree to this Agreement and understand the risks associated with using our Services. Please do not use our Services if you do not understand these risks and/or do not wish to enter into this Agreement. 

1.4 You can access a pdf version of this Agreement via the Website or our App. 

  1. WHO WE ARE

2.1 Babb Platform Ltd (“Babb Platform”) is a company registered and incorporated in England and Wales with company number 10803612 and registered office at 40 Bank Street, 18th Floor, London, England, E14 5NR.  Babb Platform will be providing the Cryptocurrency Services under this Agreement and has also entered into an agency agreement with Babb Remit Ltd. 

2.2 Babb Remit Limited (“Babb Remit”) is a company registered and incorporated in England and Wales with company number 10407809 and registered office at 40 Bank Street, 18th Floor, London, England, E14 5NR. Babb Remit is registered with the Financial Conduct Authority as a Small Payments Institution under the firm reference number 761308. 

2.3 You can contact us by email at [email protected], or via the App.  

  1. OUR SERVICES

3.1 We provide the following services to you through the App: 

3.1.1 Cryptocurrency Services, which are provided in accordance with Annex 2; 

3.1.2 Campaign Services, which are provided in accordance with Annex 3; 

3.2 The Babb App is provided at no cost to you to use when you agree to this Agreement. We provide updates as needed and you may not be able to receive the Services unless you have the latest updated version of the App.  

3.3 The App is downloadable from Apple App Store for Apple devices and Google Play store for Android devices. 

3.4 This Agreement, including each applicable Annex, constitutes the entire framework agreement concluded between the Parties for the provision of the Services provided by us to you. 

3.5 The clauses of this Agreement shall apply in full to each of the Services. The clauses applicable to a Service shall be supplemented by the Annex applicable to that service. Any conflict between the clauses or Annexes in relation to a Service shall be resolved using the following priority: 

3.5.1 paragraph in an Annex; 

3.5.2 clause of this Agreement. 

3.6 The Balances held in your Cryptocurrency Wallet do not expire except when your Babb Account is terminated pursuant to clause 18 below.   

3.7 Please note that the Account is not a bank account and is not covered by the UK’s Financial Services Compensation Scheme. Your account is not intended for speculative trading and by entering into this Agreement you agree that you will not use it for such purpose. 

  1. OPENING AN ACCOUNT

4.1 In order to use our Services, you need to: 

4.1.1 be 18 years old or above; and 

4.1.2 have capacity to enter into legally binding contracts. 

4.2 If you are a legal entity, you must contact us at [email protected] and provide us with the information and documentation that we request from you.  We will then provide any additional or amended terms and conditions that apply to providing the Services to you. 

4.3 You must provide us with bank or payment account information relating to an account opened in your name with a bank or payment account provider established in the EEA or in a third-party country imposing equivalent obligations in terms of the prevention of money laundering and the financing of terrorism (a “Nominated Account”). 

4.4 To access our Services, you must register and open a Babb Account and provide us with the information prompted in the App.   

4.5 We are required by law to carry out all necessary security and customer due diligence checks in order to establish your identity and comply with all legal requirements before we provide you with access to our Services. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Babb Account with us or in the event of a dispute relating to this Agreement and activity under your Babb Account. 

4.6 You confirm that all information you provide to us are complete, accurate and truthful at all times during the term of this Agreement. You must update this information whenever it changes. We cannot be responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents. 

4.7 You may only open one Babb Account unless we have agreed in writing the opening of additional accounts. Babb may refuse the creation of duplicate accounts for the same user. Duplicate accounts may be closed or merged at Babb’s discretion. 

4.8 The Services are provided to you and you should not allow anyone to operate your Babb Account. All activities conducted in your Babb Account shall be deemed as activities carried out by the registered user. You shall only use the Services to transact on your own account and not on behalf of any other person or entity. 

  1. ACCESSING YOUR ACCOUNT

5.1 We will provide you with the ability to securely access your Account by entering your security details (“Account Details”) and authentication and verification technology.  To ensure the safety and security of your Babb Account, you must: 

5.1.1 Follow good password use and management practice – change your password regularly, choose a password- that cannot be easily guessed, and ensure that it is not reused across other online accounts. Babb requires a minimum password length of initially 8 (eight) characters 

5.1.2 You must reset passwords anytime you feel your password is compromised; 

5.1.3 Use any optional additional security features which may be provided by Babb  

5.1.4 Keep your e-mail account secure. 

5.1.5 You must NOT disclose your Babb Account password to anyone or let anyone access your account. You should make sure you do not let anyone see how you access your account. We recommend that you store your password safely.  

5.2 Each time you seek to access your Account, we will check your identity by asking for your Account Details. As long as your correct Account Details are entered, we will assume that you are the person that has accessed your Account and is giving Instructions and you will be liable for those Instructions unless otherwise stated in this Agreement.   

5.3 If you have any indication or suspicion of your Babb Account, login details, password or other security feature being lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are advised to change your password.  You must contact us by email to [email protected] without undue delay but, in any event, no later than one business day after becoming aware of any loss, theft, misappropriation or unauthorised use of your Account, login details, password or other security features.  Any undue delay in notifying us may not only affect the security of your Babb Account but may result in you being liable for any losses as a result.  If you suspect that your Babb Account was accessed by someone else, you should also contact the police or any other relevant authority or third party and report the incident.  We are not responsible for losses due to your negligence in keeping your password safe.  

5.4 We may suspend your Babb Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Babb Account or any of its security features or if we reasonably suspect that an unauthorised or fraudulent use of your Babb Account has occurred or that any of its security features have been compromised or that any use was made that is possibly illegal or not in accordance with any law or regulation.  We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you or providing you with the reasons for the suspension or restriction would be unlawful or compromise our or our third party suppliers’ security interests.  We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist. 

5.5 You agree and accept all the risks associated with maintaining balances in multiple cryptocurrencies that we may support, including any risks associated with fluctuations in the relevant exchange rates over time.  

5.6 You agree that you will not use our Services for speculative trading. 

5.7 We do not allow negative Balances. If you have a negative Balance as a result of a Chargeback, the reversal of a transaction, a deduction of Fees or any other action carried by you, you are liable to repay the negative Balance immediately without any notice from us. Where you have a negative balance in your Cryptocurrency Wallet, you agree that we may carry out a transfer to or from the account with the positive Balance to repay the negative Balance on the other account.  We may send you reminders or take such other reasonable actions to recover the negative Balance from you, for example, we may use a debt collection service or take further legal actions. We will charge you for any costs we may incur as a result of any such reasonable actions. 

5.8 You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority. 

  1. AVAILABILITY OF THE SERVICES

6.1 When applying for your Account, the App will show you which Services are available to you.  Some Services are not available at the date of this Agreement and will be launched at a later date.  We will inform you through the App or by email when we launch any additional Services under this Agreement.  

6.2 We will try to make sure that our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Services.  

  1. EXECUTING A PAYMENT TRANSACTION AND REDEMPTIONS

7.1 You can submit a payment instruction to initiate a Payment Transaction using Cryptocurrency in your Cryptocurrency Account through the App (an “Instruction”).  Before submitting an Instruction, you must ensure that you have a sufficient Balance to cover the related Payment Transaction, as applicable, and any related Fees (as set out in the Fee Schedule), otherwise we will refuse the relevant Instruction. 

7.2 Any Payment Transactions in Fiat Currency to or from your Account will be made to or from your Nominated Account only. 

7.3 In order to carry out a Payment Transaction, you may be required to authorise the payment with your login details and password or by any other means at our sole discretion.  We may also ask you additional security questions relating to you or your Babb Account.  If your Babb Account is protected by additional security measures such as password tokens, you need to follow the instructions provided to you with such additional security measures.  

7.4 Execution of your payment Instructions shall be subject to the following terms and conditions: 

7.4.1 Babb shall execute your payment instructions if the information required for execution has been provided through the App; 

7.4.2 the payment instruction has been authorised by you; and 

7.4.3 the available Cryptocurrency Wallet, whichever is being used for the relevant Payment Transaction, has sufficient credit Balance available for the Payment Transaction concerned; and 

7.4.4 we consider at our sole discretion that executing the relevant Payment Transaction will not breach any anti-money laundering or other legal requirements and the jurisdiction, recipient or any other related party is not subject on any sanctions. 

7.5 An Instruction shall be considered received by Babb: 

7.5.1 if we and you mutually agree that execution of the Payment Transaction is to take place on a specific day; 

7.5.2 on the last day of a certain period; or 

7.5.3 on the day on which you have put Funds at our disposal. 

7.6 If and where appropriate, we may refuse to process any Payment Transaction at our discretion and without this decision giving rise to any compensation on your part. Where possible (and subject to applicable law), we will provide you with the reasons for refusing to process any Payment Transaction. 

7.7 Unless clause 7.6 applies, once we have received your Instruction a confirmation email will be sent to you and you may not withdraw your consent to a Payment Transaction after it has been deemed to be received.  Each Instruction is given a unique transaction number and is shown in the transaction history on your Babb Account. You should quote this transaction number when communicating with us about an Instruction. 

7.8 Some transactions may take longer to complete, and we may consider this as pending until full completion is confirmed. In such cases, we will inform you as soon as we have confirmation of completion of a Payment Transaction.  

7.9 If we are unable to complete your Instruction, we will let you know and, if possible, provide you with the reasons for the refusal and, if applicable, an explanation of how to correct any factual errors. However, we are not required to notify you if such notification would be unlawful or contrary to our regulatory obligations. 

7.10 You are responsible for making sure that the information you provide in setting up a transfer or transaction is correct and accurate.  If we have processed your instructions in accordance with the information you have provided to us it will be considered correctly completed even if you have made a mistake. If you have provided incorrect information, you may lose your Cryptocurrency and we will not be held liable for this.  Other than where required under applicable law, we will not reimburse any losses as a result of you providing incorrect information.  If you have provided wrong information on the recipient, you may ask us to assist you in recovering funds relating to a Payment Transaction, but we cannot guarantee that such efforts will be successful. 

7.11 We reserve the rights to place limits on Payment Transactions or redemptions that you may send per transaction or in relation to your Babb Account.  We may also impose limits on your balances and activities in accordance with the legal and regulatory restrictions applicable to you.  If you exceed any of these limits, we may decline your Instruction and may at times require you to provide additional documents so that we can carry out additional checks if necessary before allowing any further Payment Transactions or redemptions. For more information on the applicable limits, please visit our FAQ. 

7.12 We are not responsible for the time it takes for payments to reach us if you fund your account from persons who do not hold a Babb Account. 

  1. CURRENCY CONVERSION – FIAT AND CRYPTO

8.1 You may convert the Cryptocurrency held in in your Babb Account into other Cryptocurrencies or Fiat Currencies as part of any Transaction (a “Conversion”) that we support from time to time. A Fee (set out in the Fee Schedule) will apply when we perform a Conversion and this shall also apply to any Payment Transaction(s) or Cryptocurrency Transfer(s) that requires a Conversion. 

8.2 The applicable exchange rate to a Conversion will be shown to you prior to a Conversion taking place and by confirming the Conversion transaction, you agree to the exchange rate that has been provided to you. Any exchange rates provided in relation to a Conversion are only guaranteed for the set period of time stated in the proposed Conversion notification.  

8.3 When we refer to an exchange rate in this Agreement it means the applicable rate at the relevant time of transaction Involving the exchange of the relevant currency pairs based on information provided by our Reference Rate Provider as guide. The exchange rates may change in real time due to the market conditions. We apply a Fee for any Conversion as set out in the Fee Schedule. 

8.4 It may sometime be necessary for us to use a different exchange rate than available from our Reference Rate Provider. We shall provide you the exchange rate we shall apply which you can review and confirm prior to the execution of any Conversion.  

  1. BAX AND OTHER CRYPTOCURRENCIES

9.1 By using our App, you agree to be bound by the applicable terms relating to the buying and selling of BAX and other cryptocurrencies we support in the App. Any currency conversion involves buying of one Cryptocurrency and selling another Cryptocurrency, applying the rates provided based on the information from our Reference Rate Provider, plus applicable Fees.  

9.2 Details of the BAX and other Cryptocurrencies available on the App are provided on the App and Website.  

9.3 Fees 

9.3.1 You must pay the Fees in connection with the use of our Services as set out in the Fee Schedule.  

9.3.2 Internal same currency (fiat or crypto) transactions in the Babb network do not carry any fee, except for transfers from a Campaign Wallet into a user’s Cryptocurrency Wallet.  

9.3.3 We will let you know the exact amount of any Fees that are payable by you when you send us Instructions.  When you confirm the Instruction and that the relevant Transaction should take place, you accept the applicable Fees.  Any  Fees are chargeable from the source Cryptocurrency Wallet as part of a Transaction. 

9.3.4 If you do not have sufficient Cryptocurrency in your Babb Account to cover the Fees required to execute a transaction, we may refuse to execute the Transaction or provide any Services to you. 

  1. RIGHT TO CANCEL

10.1 You have 14 calendar days to exercise your right of withdrawal, without having to justify any reason or pay any penalty. This withdrawal period takes effect from the date that your application is accepted by us.  

10.2 You must notify your withdrawal request to us within the allotted period by [email protected]  

10.3 If this Agreement is cancelled, any Funds in your Account will follow the procedure set out in clause 18.7. 

  1. RISKS

11.1 By entering into this Agreement, you acknowledge and agree that using our Services carries significant financial, regulatory and reputational risks including but not limited to those set out on the Babb Website. 

11.2 By entering into this Agreement you expressly acknowledge that you understand and accept the risks set out in on the Babb Website . 

  1. YOUR DATA

12.1 The processing of your data is governed by our Privacy Policy which can be found on the Babb Website. By accepting these Terms and Conditions, you also agree to the terms of our Privacy Policy 

  1. INTELLECTUAL PROPERTY RIGHTS

13.1 In this clause, “Babb IP Rights” means in relation to Babb, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights. 

13.2 Except as expressly set out in this Agreement, you are not entitled, for any purpose, to any Babb IP Rights.  We shall at all times retain ownership, including all rights, title and interests in and to all Babb IP Rights and you understand and accept that by using the Services you shall not: 

13.2.1 acquire or otherwise be entitled to any Babb IP Rights; 

13.2.2 make a claim in respect of any Babb IP Rights or any other equivalent rights; or 

13.2.3 use, attempt to use, copy, imitate or modify (whether in whole or in part) any Babb IP Rights, except with our prior written consent. 

13.3 You may not, and may not directly or indirectly, or attempt to directly or indirectly: 

13.3.1 transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in any Babb IP Rights to any person or entity; 

13.3.2 remove, obscure, or alter any notice of any Babb IP Rights;  

13.3.3 modify, copy, tamper with or otherwise create derivative works of any Babb IP Rights; or  

13.3.4 reverse engineer, disassemble, or decompile any part of the Services or Babb IP Rights or apply any other process or procedure to derive the source code of any software included in the Services or any Babb IP Rights. 

  1. INFORMATION SECURITY

14.1 You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. You should use your own virus protection software. We cannot guarantee that our Services will be free from bugs or viruses. 

14.2 You must not misuse our Services by introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, our servers, computers or databases. You must not attack our Website with any type of denial of service attack. By breaching this provision, you may commit a criminal offence and we will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website and/or our Services will cease immediately. 

14.3 We will not be liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your use of our Services. 

  1. HOW WE MAY CONTACT YOU

15.1 We usually contact you via email. For this purpose, you must at all times maintain at least one valid email address in your Babb Account profile. You should check for incoming messages regularly and frequently. These emails may contain links to further communication on our Website. If you don’t maintain or check your email and other methods of communications, you will miss emails about your transactions and our Services. We cannot be liable for any consequence or loss if you don’t do this. If we have reasonable concerns either about the security of your Babb Account, or any suspected or actual fraudulent use of your Babb Account, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures). 

15.2 In addition to communicating via email, we may contact you via letter or telephone where appropriate. If you use any mobile services, we may also communicate with you via SMS. Any communications or notices sent by: 

15.2.1 Email will be deemed received by you on the same day if it is received in your email inbox before 5pm on a Business Day. If it is received in your email inbox after 5pm on a Business Day or at any other time, it will be deemed received on the next Business Day. 

15.2.2 Post will be deemed received three days from the date of posting for UK post or within five days of posting for international post. 

15.2.3 SMS will be deemed received the same day. 

15.3 Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our Website in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. We recommend you keep copies of all communications we send or make available to you. 

15.4 Documents or communications in any other languages are for your convenience and only the English language version of them are official. 

15.5 You can request a copy of the current Agreement or any other contractual document relevant to you by contacting us. 

  1. LIABILITY AND INDEMNITY

16.1 To the fullest extent permitted by applicable law, in no circumstances shall any of us and any of our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties”) be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the Services or otherwise related to this Agreement, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if any of the Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable). 

16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for the gross negligence, fraud or intentional, wilful or reckless misconduct of any indemnified Party, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability. 

16.3 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to: 

16.3.1 Your use of any of the Services (including the Cryptocurrency Wallet); 

16.3.2 your use of the App; 

16.3.3 your acquisition or holding of any Cryptocurrencies under this Agreement;  

16.3.4 the performance or non-performance of your responsibilities, representations, warranties or obligations under this Agreement; 

16.3.5 your breach of any of the terms and conditions set out in this Agreement; 

16.3.6 your breach of any rights of any other person or entity. 

16.4 The indemnity set out in this clause 16 is in addition to, and not in lieu of, any other remedies that may be available to any Indemnified Parties under applicable law or any other contract or rights. 

16.5 We have no control over websites linked to and from our Website or App and we assume no responsibility for their content or any loss or damage that may arise from your use of them. 

16.6 In the unlikely event of loss or claims or costs and expenses arising out of your breach of this Agreement, any applicable law or regulation and/or your use of our Services, you agree to compensate us and our affiliates and hold us harmless. This provision will continue after this Agreement is terminated. 

16.7 In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your Balance (if available). If there are insufficient funds in your Balance to cover your liability, we reserve the right to collect your debt to us by using any payments (or cryptocurrency) received in your Babb Account and otherwise you agree to reimburse us through other means. We may also recover amounts you owe us through legal means, including, without limitation, through the use of a debt collection agency. 

  1. CHANGES TO THE AGREEMENT

17.1 Subject to paragraph 18.2 below: 

7.1.2 where the changes to this Agreement do not fall within clause 17.1.1, we may change this Agreement at any time by giving you notice.  Any changes made by us under this clause 17.1.2 shall apply immediately or on the effective date specified on the notice provided to you and will be binding on you from that point in time.  In the event that you object to any changes proposed by us pursuant to this clause 17.1.2, you have the right to terminate this Agreement by giving us notice. Upon receipt of any such notice from you, the procedure set out in clause 18 shall apply.  

17.2 Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change. 

  1. SUSPENDING OR TERMINATING THIS AGREEMENT

18.1 This Agreement is concluded for an indefinite period of time and shall enter into force from the date that your application for a Babb Account is accepted by us.   

18.2 You may terminate this Agreement with us and Close your Babb Account at any time, subject to you providing us a period of  two weeks’ prior notice, by contacting us at [email protected] We may end this Agreement and close your Babb Account or any service associated with it by giving you two months’ prior notice. 

18.3 We may at any time suspend or close your Babb Account and/or end this Agreement without notice if: 

18.3.1 you breach any provision of this Agreement or documents referred to in this Agreement; 

18.3.2 we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency; 

18.3.3 we have reason to believe you are in breach of any applicable law or regulation; or 

18.3.4 we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity. 

18.4 We may suspend your Babb Account or restrict its functionality if in our sole discretion we have concerns about the security of your Babb Account, suspected unauthorised or fraudulent use of your Babb Account, suspect money laundering or relates to money laundering activities or breach of applicable law. 

18.5 We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or immediately after, unless notifying you would be unlawful or compromise our reasonable security measures. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist. 

18.6 On termination for any reason all rights granted to you in connection with the App shall cease, you must immediately delete or remove the App from your devices. 

18.7 At the time of closure, if you still have Cryptocurrency in your Babb Account, you must redeem or transfer this within the notice period set out in clause 18.2.  After this time, you will no longer have access to your Babb Account but you can still withdraw your Funds by contacting us at [email protected] You have the right to do this for a period of 6 years from the date your Babb Account is closed. 

18.8 You must not close your Babb Account to avoid an investigation.  Subject to applicable law, if you attempt to close your Babb Account during any investigation we may hold any Funds in your Babb Account until the investigation is fully completed in order to protect our or a third party’s interest. 

  1. TAXATION

19.1 Unless otherwise informed through the App, you are solely responsible for determining whether your use of the App and any of the Services will give rise to any tax implications on your part. 

19.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax.  We shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your activities, including in relation to Cryptocurrencies, under or in connection with this Agreement. 

19.3 You agree not to hold any of us or any of the Indemnified Parties liable for any tax liability associated with or arising from your activities, including in relation to Cryptocurrencies, under or in connection with this Agreement. 

  1. COMPLAINTS 

20.1 If you have a complaint, please contact us and we’ll do our best to fix the problem. You may send an email to [email protected] or chat with us in the App. 

20.2 If you’re still not happy, you can refer your complaint to the Financial Ombudsman Service. For more details you can visit their website at www.financial-ombudsman.org.uk. 

20.3 You could also submit your complaint through the European Commission’s Online Dispute Resolution website. The European Commission may then refer your complaint to the Financial Ombudsman Service. You can find more information here. 

  1. FORCE MAJEURE 

21.1 If the Affected Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, its obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays its performance of those obligations. 

21.2 If the period of delay or non-performance arising due to a Force Majeure Event continues for 4 weeks then the non-Affected Party may terminate this Agreement by giving 7 calendar days’ written notice to the Affected Party.  

  1. OTHER MATTERS

22.1 This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end or make any changes to this Agreement. 

22.2 You acknowledge that by entering into this Agreement, you: 

22.2.1 have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by us or on our behalf by any of the Indemnified Parties and/or a related entity or undertaking in relation to the subject matter of this Agreement at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in this Agreement. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements; and 

22.2.2 we do not provide any financial, accounting, taxation or legal advice in relation to this Agreement or the Services and you are solely responsible for making your own independent appraisal and investigation of the risks of using the App and any of the Services and you should obtain your own legal, accounting, tax and/or financial advice in relation to such matters as you consider necessary. 

22.3 You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement (including the Babb Account) without our prior written consent. We reserve the right to transfer, assign or novate this Agreement (including the Account) or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your Account as stipulated in this agreement. 

22.4 Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 

22.5 Nothing in this Agreement shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and us, and/or other individuals or entities involved with the development and deployment of the App. 

22.6 If we delay in asking you to do certain things or in taking action, it will not prevent us taking steps against you at a later date. 

22.7 This Agreement supersedes and extinguishes all previous agreements between you and us, whether written or oral, relating to its subject matter and constitutes the entire Agreement between you and us. 

22.8 Any dispute between you and us arising out of or in connection with your Babb Account and/or this Agreement (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and shall fall within the exclusive jurisdiction of the courts of England and Wales. 

 

ANNEX 1 

DEFINITIONS 

The following definitions apply: 

Accepted Payment Method means a payment method by Card, bank transfer or other payment method that is accepted by us or, in relation to a Cryptocurrency Purchase, any payment method that is accepted by us or a third party seller of Cryptocurrency accessible via the app. 

Account or Babb Account The account opened by you under this Agreement that allows you to access Babb Services. 

Account details has the meaning in clause 5.1. 

 

Agreement means these Terms and Conditions, including the Annexes to this Agreement and the Privacy policy that is shown in the Website.  

App or Babb App means the Babb mobile application. 

Babb means Babb Platform Ltd and Babb BNK Limited . 

Babb BNK has the meaning in clause 2.2. 

 

Babb Platform has the meaning in clause 2.1. 

 

Back Up has the meaning in paragraph 3.2 of Annex 2. 

 

Balance means any Cryptocurrency held in your BABB Account. 

Business Day means a day other than a Saturday, Sunday or a public holiday in England when financial institutions in London are open for business. 

Campaign Wallet means an allocated Cryptocurrency Wallet used to hold BAX or a stable coin which is used to receive donations for a campaign and other fundraising activities pursuant to Annex 4. 

Card means a bank, payment, or credit card. 

Chargeback means a demand for a return of money to the payer following a loss, fraud, or disputed transaction, from a credit card or other payment method offering such a service. 

Cryptocurrency means Bax (BAX), Bitcoin (BTC), Ethereum (ETH), Tether (USDT) or any other cryptocurrency that can be purchased from Babb or a third party via the App. 

Cryptocurrency Purchase has the meaning in paragraph 1.2.1 of Annex 2. 

 

Cryptocurrency Services means the cryptocurrency services described in Annex 2. 

Cryptocurrency Transfer has the meaning in paragraph 1.2.3 of Annex 2. 

 

Cryptocurrency Wallet means an electronic account maintained for the purpose of enabling you to store, send or receive transfers of Cryptocurrency. 

Cryptocurrency Withdrawal has the meaning in paragraph 1.2.4 of Annex 2. 

 

Fee Schedule means the document comprising all the fees payable by a user for the use and management of a Cryptocurrency Wallet which is available on the App  

Fees means the fees payable by you to us for using our Services as set out on our Fee Schedule. 

Fiat Currency means any government-issued currency that is not backed by a physical commodity with intrinsic value, such as gold or silver. 

Force Majeure Event means each (or any combination of) event(s) beyond the reasonable control of a you or Babb (or our agents of sub-contractors) (the “Affected Party”) which does not relate to its fault or negligence, and which prevents, hinders or delays it from or in performing its obligations under this Agreement. Force Majeure Event includes, without limitation: 

  •  war (whether declared or not), civil war, sabotage or riots, revolution and terrorism;
  •  natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lightning;
  •  explosions, fires and/or destruction of plant, machinery, and/or premises;
  •  external power failures, external telephone network failures, serious crime and evacuations; strikes and labour disputes of all kinds and
  •  epidemic or pandemic diseases that create any form of market or economic disruption.

Interactive Area has the meaning in paragraph 3.1 of Annex 4.  

 

Nominated Account has the meaning in clause 4.3. 

 

Parties means you and us, with each being a “Party” to this Agreement. 

Payment Transaction means an act initiated by the payer or payee of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee. 

Pre-Contractual Information has the meaning in clause 22.2. 

 

Reference Rate Provider means the independent provider of reference rates for either (a) Cryptocurrency Conversions or (b) Conversions relating to Fiat Currency, as appointed by us from time to time. 

Website means the App and any webpage, including but not limited to getbabb.com, where we provide information and the Services to you. 

You / your means any natural person or entity who enters into this Agreement. 

 

  

ANNEX 2 

Crypto Currency Services 

  1. THE CRYPTO CURRENCY SERVICES

1.1 This Annex applies only to Cryptocurrency Services and any references to defined terms in this Annex that are used elsewhere in this Agreement, for example “Payment Transactions”, are amended as required to only apply to the Cryptocurrency Services. 

1.2 We provide the following services through the APP 

1.2.1 allowing you to purchase Cryptocurrency (“Cryptocurrency Purchase”); 

1.2.2 Cryptocurrency storage services, whereby Cryptocurrency (whether purchased from Babb Platform or transferred from an external Cryptocurrency wallet) can be held in a Cryptocurrency Wallet; 

1.2.3 Cryptocurrency transfer (“Cryptocurrency Transfer”) services, whereby Cryptocurrency stored in your Cryptocurrency Wallet is transferred to another customer’s wallet without Cryptocurrency conversion. 

1.2.4 Cryptocurrency conversion (“Cryptocurrency conversion”) services, whereby Cryptocurrency stored in your Cryptocurrency Wallet is transferred to: 

(a) another customer’s Cryptocurrency Wallet, in exchange for either;  

(i) Another Cryptocurrency which is paid into your corresponding Cryptocurrency Wallet; or  

(b) a Campaign Wallet if the originating donation is not BAX 

1.2.5 Cryptocurrency withdrawals, whereby Cryptocurrency stored in your Cryptocurrency Wallet is withdrawn from your Babb Account and sent to your Cryptocurrency wallet, maintained and operated by a third party (“Cryptocurrency Withdrawal”) and therefore is operated outside Babb App.  

1.3 Use of cryptocurrency may be illegal in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with cryptocurrency in your jurisdiction before using the Services.  

1.4 Babb may also offer additional services from time to time and such additional services shall be provided under terms and conditions separate to this Agreement. 

  1. FUNDING YOUR CRYPTOCURRENCY WALLET

Once your Babb Account has been opened, there are two methods by which you can add Cryptocurrency to your Cryptocurrency Wallet: 

2.1.1 you or a third party may transfer Cryptocurrency to your Cryptocurrency Wallet; or 

2.1.2 you may carry out a Cryptocurrency Purchase. 

2.2 You or any other party may transfer Cryptocurrency to your Cryptocurrency Wallet by sending the relevant Cryptocurrency we support to the relevant Cryptocurrency Wallet address available via the App. We are not responsible for any attempted transfer made relating a cryptocurrency that cannot be held in the Cryptocurrency Wallet or any Cryptocurrency we do not support.. 

2.3 You may purchase Cryptocurrency from us or a third party via the App, subject to the applicable Fees. The price, exchange rate, and amount of the Cryptocurrency that you wish to purchase will be confirmed via the App at the time that you place an order for a Cryptocurrency Purchase.   

2.4 There are three methods by which you can make a Cryptocurrency Purchase: 

2.4.1 you may purchase a Cryptocurrency using another Cryptocurrency; or 

2.4.2 you may purchase Cryptocurrency via the App using any other Accepted Payment Method. 

2.5 The Fees applicable to each method of Cryptocurrency Purchase are as set out in the Fee Schedule. 

2.6 Acceptance of an order for a Cryptocurrency Purchase does not guarantee that you will receive the corresponding amount of Cryptocurrency into your Cryptocurrency Wallet (as defined below). The Cryptocurrency Purchase is conditional upon actual receipt of the funds, as well as payment of any applicable Fees. 

2.7 Subject to the terms of this Agreement and the transaction being honoured by your bank, card provider or other relevant party, Cryptocurrency Purchases will be credited to the Cryptocurrency Wallet as soon as possible once the Cryptocurrency Purchase has been confirmed by the relevant Cryptocurrency network.  

  1. PROVIDING YOUR CRYPTOCURRENCY WALLET 

3.1 When you create a Cryptocurrency Wallet, we will manage a cryptographic private and public key pair (the “Keys”) on your behalf that Babb may use to send and receive Cryptocurrency to or from your Cryptocurrency Wallet. 

3.2 You acknowledge and agree that you are solely responsible for: 

3.2.1 storing and keeping safe the Keys; and 

3.2.2 creating a backup of any Crypto Wallet information, transaction information and/or the Keys (a “Back Up”). 

3.3 You accept and acknowledge the risk that the Key may be lost, and if the Keys is lost or for any reason you are unable to locate any Key and the Back Up is also lost, you will not be able to access your Cryptocurrency held in your Cryptocurrency Wallet. Any Cryptocurrency you have associated with your Cryptocurrency Wallet may become inaccessible if any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier, password or a Key) can dispose of the Cryptocurrency in your Cryptocurrency Wallet. 

3.4 In relation to any Payment Transactions using Cryptocurrency outside the Babb network, you acknowledge and confirm that you understand that: 

3.4.1 when using the Cryptocurrency Wallet, you may be directly communicating with network relating to the relevant Cryptocurrency and any such transactions are irreversible. The Cryptocurrency Wallet is not a custodian of your assets; 

3.4.2  all such transactions must be confirmed and recorded on the network relating to the relevant Cryptocurrency; 

3.4.3 Babb has no control over the network relating to the relevant Cryptocurrency and therefore: 

(a) the transaction you submit via Cryptocurrency Wallet may not be completed, or may be substantially delayed, by the network relating to the relevant Cryptocurrency when processing the transaction;  

(b) cannot and does not ensure that any transaction details you submit through our App will be confirmed on the network relating to the relevant Cryptocurrency;  

(c) cannot assist you to cancel or otherwise modify your transaction or transaction details and does not have the ability to facilitate any cancellation or modification requests; and  

(d) does not guarantee that our Services can transfer title or right in any Cryptocurrency or make any warranties whatsoever with regard to such title. 

3.5 If your access credentials are lost, you may lose access to your Cryptocurrency. We shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of any Cryptocurrencies nor shall we be under any obligation to recover or return any Cryptocurrencies and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Cryptocurrencies. 

3.6 We provide you the ability to hold Cryptocurrencies in your Cryptocurrency Wallet.  We have the right to remove the ability to hold a particular Cryptocurrency in your Cryptocurrency Wallet at any time and in such cases we shall use our best endeavours to inform you in advance to give you the opportunity to move your Cryptocurrency to another Cryptocurrency or withdraw them from your Account as you may find appropriate. 

3.7 In the event of a “fork”, we may not be able to support activity related to the any Cryptocurrency held in your Cryptocurrency Wallet. You agree and understand that, in the event of a fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. We are not responsible for any loss incurred by you if caused in whole or in part, directly or indirectly, by a fork. 

3.8 You agree to take responsibility for all activities that occur in relation to your Cryptocurrency Wallet and that you accept all risks of any authorised or unauthorised access to your Cryptocurrency Wallet, subject to applicable law. 

  1. TRANSFERRING AND WITHDRAWING CRYPTOCURRENCY

4.1 Cryptocurrency (or part thereof) held in a Cryptocurrency Wallet may be transferred to another customer’s wallet internally or an external Cryptocurrency wallet maintained and operated by a third party. Babb shall specify the information required to effect a Cryptocurrency Transfer or Cryptocurrency Withdrawal at the point of instruction but, as a minimum, Babb shall require the: 

4.1.1 address of your external wallet; and 

4.1.2 amount to be transferred. 

4.2 If the transaction is a cross-currency transaction, the source Cryptocurrency from your Babb wallet is converted to BAX and then sent to the BAX Wallet of the recipient Babb customer.  

4.3 We may charge additional network fees (“gas” fees) to process a Cryptocurrency Transfer or Cryptocurrency Withdrawal to a Wallet outside the Babb network. We will calculate the network fee at our discretion, although we will always notify you of the chargeable network fee at or before the time you authorise the  Cryptocurrency Transfer or Cryptocurrency Withdrawal. 

4.4 The Fees applicable to a Cryptocurrency Transfer and Cryptocurrency Withdrawal are set out in the Fee Schedule. 

 

ANNEX 3 

FUNDRAISING AND CAMPAIGN SERVICES  

GUIDELINES FOR USERS 

  1. FUNDRAISING AND CREATING CAMPAIGNS

1.1 As a Babb customer, you can access our fundraising service which allows you to create a fundraising campaign in the App and open a Campaign Wallet where donors can contribute to by making payments.  

1.2 The fundraising service is offered to help Campaign Organisers raise money. Babb merely provides the technology to allow fundraisers to connect with Donors. The existence of the Services is not a solicitation of donations by Babb, and Babb does not engage in any solicitation activities or consult on the solicitation of contributions from the public, on behalf of any individual, entity or organisation. By using the Services, you understand and agree that Babb shall not be responsible for the use of your donations or the amount of funds raised for the User, Campaign or event. 

1.3 Babb has no control over the conduct of, or any information provided by, a Babb customer and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Campaign will obtain a certain amount of Donations or any Donations at all. We do not endorse any Campaign, customer, or cause and we make no guarantee, express or implied, that any information provided through the Services is accurate. We expressly disclaim any liability or responsibility for the outcome or success of any Campaign. If you are a Donor, you must make the final determination as to the value and appropriateness of contributing to any User, Campaign or event. If and where appropriate, we may refuse an application to set up a fundraising campaign at our discretion and without this decision giving rise to any compensation on your part. Where possible (and subject to applicable law), we will provide you with the reasons for refusing to set up a fundraising campaign. 

1.4 Campaign Wallets can receive donations in Cryptocurrency from within the Babb network or from a Cryptocurrency Transfer or Payment Transaction outside the Babb network, which shall be converted into BAX so it can be received in the Campaign Wallet. Babb reserves the right to set limits on the amount of individual donations or the total that can be raised in any campaign.  Babb also reserves the right to refuse any donation we consider, at our sole discretion, may breach any anti-money laundering or other legal requirements or the jurisdiction, sender or any other related party is subject on any sanctions. 

1.5 Donations can only be received in Campaign Wallets when the campaign is still active.  Babb will not be held responsible for any donations lost when the campaign is already closed. Donations sent to a Campaign Wallet after a campaign has closed may be held in suspense and Babb will review the transaction and take necessary actions where possible.   

1.6 Babb offers a hedging service that allows a Campaign Wallet holder to convert BAX held in their Campaign Wallet to a stable coin at any time.  Any stable coin held by a Campaign Wallet may be released and converted back by the campaigner to BAX at any time and are subject to conversion fees. We shall not be held responsible for losses in campaign value due to decisions to hedge and release. 

1.7 At the end of the Campaign, the Babb customer that set up the Campaign may withdraw the BAX campaign funds to his Cryptocurrency Account and a Fee will be charged in accordance to the Fee Schedule. In certain circumstances Babb may at its sole discretion allow campaigners to set up long term on-going campaigns. In such cases, the campaigners may apply for periodic withdrawals of funds.  

1.8 The App enables you to perform various searches to enrich your user experience, particularly in respect of campaigns projects that have been created.  Search capabilities within the App include: 

1.8.1 being able to search for other individual users of the App and to view their profile and the amount of any campaign donations made by them.  You can also submit a friend request to other users, acceptance of which by them will give you greater visibility of their activity within the App; and 

1.8.2 being able to browse a full list of campaign projects, enabling you to view details (including value, in Cryptocurrency) of campaign donations made by other App users. 

  1. TYPES OF CAMPAIGNS

2.1 You may create multiple campaigns, and these may be private or public: 

2.1.1 a public fundraising campaign is, as the name suggests, a campaign for a public cause where donors are also from the general public. An example of a public campaign is establishing a health centre in a village.  

2.1.2 a private fundraising campaign is limited to a selected circle of donors possibly known to the campaigner. An example of a private fundraising campaign is paying the hospital bills of a campaigner, and the targeted donors are only his friends and family. 

2.2 You must ensure that you provide sufficient information on your campaign project and you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Website any information which would fall within any of clauses  3.1.1 to 3.1.8.The information you provide must be in accordance with our guidelines for creating campaigns which are outlined in this Annex. We reserve the right to refuse publication of your Campaign or delete a Campaign if it violates our guidelines or it is does not comply with applicable law.  

  1. PROHIBITED CONDUCT

3.1 You are solely responsible for complying with all applicable law in relation to your Campaign or use of the Services. You are further solely responsible for all User Content that you upload, post, publish, display, transmit or otherwise use . If you are not the beneficiary of the Campaign which you organise, you agree to deliver funds to the ultimate beneficiary directly and as soon as possible. You agree to fully cooperate with any request we make for evidence we deem necessary to verify your compliance with these Terms of Service. 

3.2 The following are examples of User Content and/or use that is illegal or prohibited by Babb. This list is not exhaustive and we reserve the right to remove any Campaign and/or investigate any User who, at our sole discretion, violates any of the terms or spirit of these Terms of Service. As we investigate Your Campaign, a User or User Content, we may consider all available material including but not limited to social media, related news, and any other information that we, at our sole discretion, deem relevant to our review. We further reserve the right, without limitation, to ban or disable your use of the Services, remove the offending User Content, suspend or terminate Your account, stop payments to any such Campaign, freeze or place a hold on Donations and report you to law enforcement authorities or otherwise take appropriate legal action including seeking restitution on behalf of ourselves and/or our users. 

3.3 Where a campaign that has been banned or disabled holds donated funds, Babb shall aim to return the donated funds to the donors provided that this complies with the law. The funds will be returned net of admin fees and where applicable, using the applicable conversion rates. 

3.4 Notwithstanding the foregoing, you agree not to use the Services to raise funds or establish or contribute to any Campaign with the implicit or explicit purpose of or involving: 

3.4.1 the violation of any law, regulation, industry requirement, or third-party guidelines or agreements by which you are bound, including those of payment card providers and transaction processors that you utilise in connection with the Services; 

3.4.2 any election campaigns that are not run by a registered organisation within the supported country; 

3.4.3 User Content or campaigns that are fraudulent, misleading, inaccurate, dishonest or impossible; 

3.4.4 drugs, narcotics, steroids, controlled substances, pharmaceuticals or similar products or therapies that are either illegal, prohibited or forbidden by an applicable regulatory body; legal substances that provide the same effect as an illegal drug; or other products, medical practices or any related equipment or paraphernalia that have been found by an applicable regulatory body to cause consumer harm; 

3.4.5 knives, explosives, ammunition, firearms, or other weaponry or accessories; 

3.4.6 annuities, investments, loans, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, cheque cashing or similar), pyramid schemes, ‘get rich quick schemes’ (i.e. investment opportunities or other services that promise high rewards), network marketing and referral marketing programmes or debt collection; 

3.4.7 gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to raffles, casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, raffle tickets, auctions and other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery), promotions involving monetary rewards, including gift vouchers, or sweepstakes; 

3.4.8 User Content that we deem, at our sole discretion, to be in support of hate, violence, harassment, bullying, discrimination, terrorism or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity or serious disabilities or diseases; 

3.4.9 Campaigns that we deem, at our sole discretion, to be for the legal defence of alleged crimes associated with hate, violence, harassment, bullying, discrimination, terrorism or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, serious disabilities or diseases or financial crimes or crimes of deception; 

3.4.10 activities with, in, or involving countries, regions, governments, persons, or entities that are subject to sanctions under applicable law, unless such activities are expressly authorised by the appropriate governmental authority; 

3.4.11 funding a ransom, human trafficking or exploitation, vigilantism, bribes or bounty; 

3.4.12 pornography or other sexual content; 

3.4.13 offensive, graphic, perverse or sensitive content; 

3.4.14 the sale of items before the seller has control or possession of the item; 

3.4.15 collecting payments on behalf of merchants by payment processors or otherwise; including but not limited to self-payments on campaigns or an attempt to by-pass or otherwise circumvent the designated method of payment as provided by Babb; 

3.4.16 credit repair or debt settlement services; 

3.4.17 the receipt or grant of cash advances or lines of credit to yourself or to another person for purposes other than those purposes clearly stated in the Campaign; 

3.4.18 publication or removal of User Content (such as mug shots), where the primary purpose of posting such User Content is to cause or raise concerns of reputational harm; 

3.4.19 sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; 

3.4.20 aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; 

3.4.21 counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; 

3.4.22 products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; 

3.4.23 unauthorised sale or resale of brand name or designer products or services; 

3.4.24 sale of goods or services that are illegally imported or exported; 

3.4.25 processing where there is no bona fide donation accepted; cash advance; card testing; evasion of card network chargeback monitoring programs; 

3.4.26 collecting or providing funds for any purpose other than as described in a Campaign description; 

3.4.27 any other activity that Babb may deem in its sole discretion to be in support of individuals and/or entities associated with alleged financial crimes including but not limited to corruption, bribery, tax evasion, fraud and activities of a similar nature; or 

3.4.28 any other activity that BABB may deem in its sole discretion to be unacceptable. 

3.5 Not to use the Services to transmit or otherwise upload any User Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorised advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes” or any other form of solicitation; or (vi) in the sole judgment of Babb, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Babb or its users to any harm or liability of any type; 

3.6 Not to interfere with or disrupt servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; 

3.7 Not to harvest, collect or publish personally identifiable information of others; 

3.8 Not to raise funds for a minor without the express permission of the minor’s guardian unless the funds are transferred into a trust account for the sole benefit of the minor; 

3.9 Not to use the Services on behalf of a third party or post any personal data or other information about a third party, without the express consent of that third party; or 

3.10 Not to use another User’s account or URL without permission, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent a Charity or Campaign through the Services, or post User Content in any inappropriate category or areas on the Services; 

3.11 Not create any liability for Babb or cause us to lose (in whole or in part) the services of our Internet Service Provider(s), web hosting company or any other vendors or suppliers; 

3.12 Not to engage in any conduct that, in Babb’s sole judgment and at Babb’s sole discretion, restricts or inhibits any other user from using or enjoying the Services; 

3.13 Not to interfere with or disrupt any servers or networks used to provide the Services or their respective features or disobey any requirements of the networks Babb uses to provide the Services; 

3.14 Not to gain unauthorised access to the Services, or any account, computer system, or network connected to these Services, by any unauthorised or illegal means; 

3.15 Not to obtain or attempt to obtain any materials or information not intentionally made available through the Services; 

3.16 Not to use the Services to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising, except that using the Services for fundraising activities in accordance with these Terms which is expressly permitted; 

3.17 Additionally, with respect to all Donations you make or accept through the Services, you agree: 

3.17.1 Not to make or accept any Donations that you know or suspect to be erroneous, suspicious or fraudulent; 

3.17.2 Not to use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists; 

3.17.3 To maintain reasonable and standard security measures to protect any information transmitted and received through the Services, including without limitation by adhering to any security procedures and controls required by Babb from time to time; 

3.17.4 To maintain a copy of all electronic and other records related to Campaigns and Donations as necessary for Babb to verify compliance with these Terms of Service and make such records available to Babb upon our request. For clarity, the foregoing does not affect or limit your obligations to maintain documentation as required by applicable laws, rules, regulations or governmental authority; and 

3.17.5 At Babb’s request, including without limitation in case of investigations by Babb, a payment processing partner, or a regulatory or governmental authority, to fully cooperate in the auditing of such records, investigation of the relevant circumstances and remedy of any uncovered violation or wrongdoing. 

3.18 Babb reserves the right to refuse, condition, or suspend any Donations or other transactions that we believe in our sole discretion may violate the Terms of Service or harm the interests of our users, business partners, the public, or Babb, or that expose you, Babb, or others to risks unacceptable to us. We may share any information related to your use of the Services with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your account, your Donors, your Donations, and transactions made through or in connection with your use of the Services. 

  1. INTERACTIVE AREAS OF THE APP

4.1 The App includes an interactive area which may include forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials (the “Interactive Area”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using or accessing any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Website any of the following: 

4.1.1 user content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; 

4.1.2 user content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; 

4.1.3 user content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any user content, you represent and warrant that you have the lawful right to distribute and reproduce such user content; 

4.1.4 user content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; 

4.1.5 unsolicited promotions, political campaigning, advertising or solicitations; 

4.1.6 private information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers, and Card numbers; 

4.1.7 viruses, corrupted data or other harmful, disruptive or destructive files; and 

4.1.8 user content that, in the sole judgment of Babb, is objectionable or which restricts or inhibits any other person from using or enjoying an Interactive Area, or which may expose Babb or its users to any harm or liability in any form. 

4.2 You further agree that you are solely responsible for your conduct while on an Interactive Area, and you agree that you will not do any of the following in connection with the Interactive Area or its users: 

4.2.1 use the Interactive Area in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Interactive Area or that could damage, disable, overburden or impair the functioning of the Interactive Area in any manner; 

4.2.2 impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity; 

4.2.3 utilise unauthorised exploits in connection with the Interactive Area; 

4.2.4 stalk, intimidate, threaten, or otherwise harass or cause discomfort to other customers on the Interactive Area; 

4.2.5 send any unsolicited commercial messages; 

4.2.6 use the Interactive Area for any illegal or unauthorised purpose or engage in, encourage, or promote any illegal activity, or any activity that violates this Agreement; or 

4.2.7 circumvent or attempt to circumvent any filtering, security measures or other features Babb may from time to time adopt to protect the Interactive Area, its users or third parties. 

4.3 Babb takes no responsibility and assumes no liability for any user content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Babb liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules under this Agreement is solely at Babb’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Interactive Area will not contain any content that is prohibited by such rules. As a provider of interactive services, Babb is not liable for any statements, representations or user content provided by its users in any public forum, personal home page or other Interactive Area.  

4.4 Although Babb has no obligation to screen, edit or monitor any of the content posted in any Interactive Area, Babb reserves the right, and has absolute discretion, to remove, screen or edit any user content posted or stored in the Interactive Area at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any user content you post or store on the Interactive Area at your sole cost and expense. Any use of the Interactive Areas in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the Interactive Areas. 

4.5 If you post user content to the Interactive Area, unless we indicate otherwise, you grant Babb and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such user content throughout the world in any media on or in connection with the Interactive Area and the promotion thereof including without limitation the right to use your name, likeness, voice or identity. You grant Babb and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if we choose. You understand and agree that the use of your or other users name, likeness, voice or identity in connection with various features on the Interactive Area does not imply any endorsement of such feature or of the Interactive Area of Babb unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the user content that you post or you otherwise have the right to post such user content to the Interactive Area; (b) the user content is accurate and not misleading; and (c) use and posting of the user content you supply does not violate this Agreement and will not violate any rights of or cause injury to any person or entity. 

  1. GUIDELINES FOR CAMPAIGN ORGANISERS

5.1 You, as a Campaign Organiser, represent, warrant and covenant that (i) all information you provide in connection with a Campaign or Beneficiary is accurate, complete, and not likely to deceive reasonable Users; (ii) all Donations contributed to your Campaign will be used solely as described in the materials that you post or otherwise provide; (iii) if you withdraw donations believed by reasonable Donors to be raised on behalf of someone other than you (i.e., the Beneficiary), all Donations will be given to and/or spent on behalf of the Beneficiary; (iv) if you add a Beneficiary through the Services, you relinquish control of the Donations, including the ability to issue refunds; (v) you will not infringe the rights of others; and (vi) you will comply with all relevant and applicable laws and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions and asset disclosures for your project. 

5.2 It is your responsibility to determine which taxes, if any, apply to the Donations you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority. 

  1. GUIDELINES FOR DONATIONS AND FOR DONORS

6.1 A Donation is a Payment instruction by You as a Donor to a Campaign. As a Donor you agree to all the provisions in this Agreement and take full responsibility for any amount you donated to your selected Campaign.  

6.2 All Donations are at your own risk. When you make a Donation through either of the Platforms, it is your responsibility to understand how your money will be used. Babb is not responsible for any offers, promises, rewards or promotions made or offered by Users or Campaigns. We do not and cannot verify the information that Users or Campaigns supply, nor do we represent or guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a User or Campaign or in accordance with applicable laws.  

6.3 Babb makes no representation as to whether all or any portion of your Donations, including any Payment Processor Fees, are tax deductible or eligible for tax credits. Babb will have no liability for any claim by any tax authority with respect to the characterisation on any applicable tax return of any Donation by you, any User or any Charity. You should consult a tax advisor as to the amount of your Donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation. 

6.4 A donation may be made by a registered Babb account holder or anyone making payments via a credit or debit card.. The campaigner is responsible for any consequence arising out of expanding access to the Campaign by sharing the Campaign link.  

6.5 A Campaign link shared publicly will allow access to information relating to a Campaign and to make a donation to a Campaign only. 

6.6 Babb reserves the right to refuse any donation we consider at our sole discretion may breach any anti-money laundering or other legal requirements or the jurisdiction, sender or any other related party is subject on any sanctions. Cryptocurrency donations that are deemed at our sole discretion to breach the law will be put into a quarantined wallet subject to further review and action as the law may require. 

 

***Please read the following risk warnings carefully before using cryptocurrencies. 

 

The trading of cryptocurrencies entails certain risks. This document provides you with information about some of these risks, but cannot predict all of the risks which may arise nor can it describe how such risks relate to your personal circumstances. If you are in any doubt about whether cryptocurrencies are right for you, you may wish to seek guidance from a professional adviser. 

You should carefully assess whether your financial situation and tolerance for risk is suitable for any form of exposure to cryptocurrencies. 

 

Cryptocurrencies are unregulated. 

Since the trading of cryptocurrencies are not subject to regulation, cryptocurrencies are not governed by any specific UK or European regulatory framework. This means that, when using cryptocurrencies, you will not benefit from the protections available to customers receiving regulated services. 

Given the unregulated nature of cryptocurrencies, customers are not covered by the Financial Services Compensation Scheme (FSCS) 

 

Trading in cryptocurrencies carries special risks. 

Cryptocurrencies also carry special risks not generally shared with official currencies or goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, cryptocurrency is a unique medium of exchange, in that there is no central bank that can take corrective measures to protect the value of cryptocurrency in a crisis. 

Instead, cryptocurrencies are an as-yet autonomous and largely unregulated worldwide system of currency. Traders of such currencies put their trust in a digital, decentralised and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity. 

 

The value of cryptocurrencies is highly volatile. 

The market for cryptocurrencies is still relatively new and uncertain. The price of cryptocurrencies can rapidly increase or decrease at any time and may even fall to zero. The risk of loss in trading or holding an interest in cryptocurrencies can be substantial and can result in the loss of the entire value of your cryptocurrency. 

The cryptocurrency market is highly susceptible to market manipulation and other misuse for illegal activities. The market is likely to be adversely affected if law enforcement agencies investigate any allegedly illegal activities on the Cryptocurrency Exchange or any other cryptocurrency platform. 

More generally, cryptocurrencies are susceptible to bubbles or loss of confidence (irrational or otherwise), which could collapse demand relative to supply. For example, confidence might collapse in any given cryptocurrency because of unexpected changes imposed by the software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling. 

 

Cryptocurrency Exchanges are vulnerable to cyber attacks.  

Cryptocurrency exchanges are entirely digital and, as with any virtual system, are at risk from hackers, malware and operational glitches. Even though Cryptocurrency Exchanges take various steps to preserve the security of their platforms, cryptocurrency which is held in wallets provided by such exchanges remain vulnerable to hacking. 

If a thief gains access to one or more cryptocurrencies (i.e. by stealing the private encryption key to the Cryptocurrency Exchange wallets), he/she could transfer the stolen assets to another account. This is particularly problematic since all cryptocurrency transactions are permanent and irreversible. 

Accordingly, a hack is likely to lead to substantial depletion of the cryptocurrency held on your behalf. Whilst the Cryptocurrency Exchange may be willing to compensate users for any such loss, they are not obliged to do so. A serious hack could also have the effect of putting a Cryptocurrency Exchange into insolvency. 

  

The legal status of cryptocurrency is uncertain and constantly evolving. 

Given that the market for cryptocurrencies is relatively new, the legal nature of cryptocurrency is – in most jurisdictions – yet to be determined by statute, regulation or case law. In the absence of such authority, it is not clear how a regulator or court may treat interests or rights arising trading in cryptocurrencies.  

It is possible that a national or supranational regulator may take unilateral action to legislate the cryptocurrency market in a manner which prevents or encumbers the proper operation of the market in your jurisdiction. This may impact whether we can offer cryptocurrencies to you. 

 


 

 

BAX Token, a product of BABB Platform Ltd

Terms of Handling and Transaction (THT)

Agreement between Buyer and Company

 

April 2022

 

  1. This document constitutes the Terms of Handling and Transaction (THT) and contains the terms and conditions that govern your purchase, use of, sale and otherwise handling of the BAX Token(s) offered by BABB Platform Ltd and distributed on the Ethereum blockchain (the “BAX Tokens”).
  2. These Terms of Handling and Transaction (THT) amount to an agreement (“The Agreement” or “This Agreement” or “Agreement”) between you or the entity that you represent (“Buyer” or “The Buyer” or “you”) and BABB Platform Ltd, a private limited company of England and Wales Company Number 10803612 and any affiliates (collectively, “BABB” or “Company” or “The Company”) operating under authorised instruction. Buyer and BABB are herein referred to individually as a “Party” and collectively, as the “Parties”.
  3. These Terms of Handling and Transaction (THT) supersede and supplant and previous instrument, agreement or document governing your relationship with the Company or BABB in relation to the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance and scope of the BAX Tokens insofar as any previous instrument, agreement or document between you as Buyer and the Company is no longer applicable or has ceased to be applicable by operation of law through fulfilment and/or through satisfaction of scope and/or through the supplanting terms of this document.

IMPORTANT INFORMATION: PLEASE READ THESE TERMS CAREFULLY AND IN ITS ENTIRETY

  1. The offering, sale, issuance, purchase or placement into circulation of any and all BAX Tokens or cryptocurrency products and services which the Company may offer or which the Company has made available through its platform or software under its control has not been registered or qualified under the securities laws of any jurisdiction anywhere in the world. It is being offered and sold only in jurisdictions where such registration or qualification is not required, including pursuant to applicable exemptions that generally limit the purchasers who are eligible to purchase and avail themselves of such products and services and that restrict its resale. The BAX Tokens may not be offered, sold or otherwise transferred, pledged or hypothecated except as permitted under applicable securities laws.
  2. You confirm that you have read, fully understand and agree with the Company’s Privacy Policy, Terms and Conditions and all related documents and disclosures provided by the Company on its main website regarding BAX Tokens (“BABB Documents”) and expressly accept all terms, conditions, obligations, affirmations, representations and warranties described in the BABB Documents and agree to be bound by them.
  3. You also confirm that you have read, fully understand and agree with the Company’s Terms and Conditions for use of the BABB App which can be found above or at https://getbabb.com/terms-and-conditions/ and this document is incorporated into these Terms of Handling and Transaction (THT) by explicit reference.

WARNING: BUYER IS RESPONSIBLE TO ENSURE THAT HE IS BY LAW OF HIS JURISDICTION ALLOWED TO PURCHASE BAX TOKENS AND MAKE USE OF ANY OF THE SERVICES PROVIDED BY THE COMPANY

  1. You declare that you are not a citizen, permanent resident, agent or representative for any entity of any jurisdiction, where (a) the purchase, possession, transfer, use or other transaction involving any amount of BAX Tokens, or (b) the accessing of, referencing to, engaging in, or otherwise using the Company’s Website, is illegal or restricted under applicable law. You declare that your funds in no way came from illegal or unethical sources, that you are not using any proceeds of criminal or illegal activity, and that no transaction involving BAX Tokens are being used to facilitate any criminal or illegal activity. You agree to indemnify, defend, and hold the Company (BABB) and any of its subsidiaries, affiliates, directors, officers, employees, agents, successors, advisors, and permitted assignees (each, a “BABB Indemnitee” or “BABB Party”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, fines, penalties, liabilities or other negative adverse effects (including but not limited to reasonable attorneys’ or lawyers’ fees incurred and/or those necessary to successfully establish the right to indemnification) (each, a “Loss”) filed or incurred by any third party against BABB or the BABB Indemnitees arising out of a breach of any warranty, representation, or obligation hereunder or under the BABB Documents. If any Loss occurs as a result of your participating in the purchase, handling, use and transacting of BAX Tokens through this instrument or any other instrument or document (past or present), you shall reimburse BABB for the cost of all such Losses within five calendar days of written demand by BABB. 

WARNING: BUYER (YOU) SHOULD POSSESS EXPERT KNOWLEDGE IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN BASED SOFTWARE SYSTEMS

  1. Buyers of the BAX Tokens and those making use of the Company’s services as offered from time to time through the BABB App in relation to matters involving the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance and scope of the BAX Tokens and other cryptographic tokens must only be undertaken by individuals, entities, or companies with significant experience and understanding of cryptographic token and their intricacies, like bitcoin, and blockchain based software systems. BABB may provide general guidelines for usage and storage of BAX Tokens in the course of its ancillary and regular activities. Nonetheless, you must have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the BABB team will be available to assist you in any way that it can through good customer service and advice as to good practice, BABB will not be responsible for lost ethers (ETH), other cryptocurrencies lost or lost BAX Tokens resulting from actions taken by, or omitted by Buyers. Note: Buyers should take particular care regarding their wallet password (and any other safeguarding or security processes) and keep it stored at a safe place in order to ensure that they will be able to access their BAX Token when it becomes available.
  2. If you do not have such expert knowledge or experience with regards to cryptographic tokens, then you should not participate in the activities and services offered by the Company in relation to the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance and scope of the BAX Tokens and other cryptographic tokens.

COLLECTION AND USE OF PERSONAL INFORMATION

  1. In providing BABB with personal information, you give your consent to BABB, its subsidiaries and any involved party to collect, hold, use and disclose your personal information as necessary pursuant to applicable law. In addition to providing the foregoing information, you agree to correspond further with BABB through e-mail or through the “contact” section of the Website, and BABB may retain, use and disclose the content of your communications together with your e-mail address and BABB responses to the maximum extent permitted by any applicable law.
  2. You understand that in connection with the verification of status as an “Accredited Investor” as defined under Regulation D of the Securities Act or similar designation under other jurisdictional applicable law in relation to sophisticated investors or self-certified individuals/entities, BABB or a third party contracted by BABB will procure investigative consumer reports that may include (but are not limited to) the following types of information: names and dates of previous employers, salary, work experience, education, accidents, licenses, credit (in California, for example, if compliant with AB-22), etc. You further understand that such reports may contain public records information such as, but not limited to: your driving record, workers’ compensation claims, judgments, bankruptcy proceedings, criminal records, etc., from federal, state and other agencies which maintain such records.
  3. You hereby authorise procurement of a consumer & investigative consumer report if deemed applicable by the Company at its discretion. YOU FURTHER AUTHORIZE, WITHOUT RESERVATION, ANY PARTY OR AGENCY CONTACTED BY THE CONSUMER REPORTING AGENCY OR ENTITY TASKED WITH THE FORMULATION AND COMPOSITION OF SUCH A REPORT TO FURNISH THE ABOVE-MENTIONED INFORMATION.
  4. You understand that you may have the right to make a request to the consumer reporting agency (“Agency”) or entity tasked with the formulation and composition of such a report, upon proper identification, for disclosure of the nature and substance of all information in its files which concern you as a result of the Company’s instructing of the Agency, including the sources of information and the Agency, on behalf of BABB, will provide a complete and accurate disclosure of the nature and scope of the investigation covered by the investigative consumer report(s); and the recipients of any reports on you which the Agency has previously furnished within the two year period for employment requests, and one year for other purposes preceding your request (in California, three years) or pursuant to any such timeframes as governed by applicable law.
  5. You agree to provide additional information and required documentation as evidence to verify your status as an Accredited Investor or similar designation under other jurisdictional applicable law, including, as applicable, the IRS 4506-T form, and to comply with KYC/AML (Know Your Customer/Anti-Money Laundering) checks. You understand that, any failure to provide such information and documentation or your failure to pass this verification or KYC/AML checks, may prohibit you from participating or using BABB’s services in relation to the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance and scope of the BAX Tokens or any other cryptographic tokens or cryptocurrency on or through the BABB App or the BABB Platform.

MATTERS RELATING TO BABB, BABB SOFTWARE AND BABB PLATFORM

  1. BABB intends to support the offering of decentralised banking-type and banking-focused services for people across the globe through the BABB App and Platform. BABB is an acronym which stands for Bank Account Based on Blockchain. The BABB team is a group of entrepreneurs with backgrounds in banking, data science, crypto investments and engineering. The background of the team and BABB (including the creation of the BAX Token and the software infrastructure are described and outlined for historical reference in the Technical White Paper (the “White Paper”) and the intended purpose of the BAX Tokens is to facilitate the provision and receipt of services (collectively, the “Services”) to meet the aims of BABB in offering banking-type and banking-focused services for people across the globe.

BINDING AGREEMENT

  1. Buyer understands and agrees that Buyer is subject to and bound by this document or this Agreement in relation to the full scope of services offered by the Company as to the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance and scope of the BAX Tokens and other cryptographic tokens.

RIGHTS, USES AND ATTRIBUTES OF BAX TOKENS

  1. Babb intends to and will issue up to 100 billion (short scale, 1 billion = 1000 million) BAX Tokens, a significant percentage of which have already been issued and are in active and current circulation.
  2. From this current allocated capacity of 100 billion BAX Tokens, the Buyer will be able to purchase BAX Tokens issued at source by the Company (subject to reaching the current 100 billion BAX Token limit) or purchase BAX Tokens already issued and in circulation within the BABB Platform or elsewhere.
  3. In order to ensure that sufficient liquidity will always be at the disposable of the BABB Platform or the Company intended for the stability of the Platform and the BAX Token ecosystem, the Company reserves the right to hold, as a reserve, a specified amount of issued BAX Tokens from the current allocated pool 100 billion BAX Tokens as it deems fit in its market evaluation and judgment.
  4. The Company reserves the right to refuse or cancel BAX Token purchase requests at any time in its sole discretion to the maximum extent permitted by applicable law.
  5. Once purchased, BAX Tokens are non-refundable and purchases cannot be cancelled by the Buyer. From that point (i.e. the point of purchase), the Buyer will be able to store, hold, handle, trade, sell or transact in any manner permitted by the BABB App and the BABB Platform and by applicable law in relation to the purchased BAX Token(s) at the Buyer’s own risk and judgment. BAX Tokens may have no value. The Buyer may lose all amounts paid.

PLEASE READ THE RISKS SET FORTH IN ARTICLE SEVEN (7) BELOW CAREFULLY AND IN THEIR ENTIRETY

  1. The purchase of BAX Tokens as with any other cryptocurrency or cryptographic token involves various significant risks and, therefore, careful consideration of the risks listed below in Article Seven (7) of this document/this Agreement is required. It may be advisable to consult a lawyer, an accountant, or a tax professional. If any of the following risks are unacceptable to you, you must not participate or make use of the Company’s services in relation to the BABB App and/or the BABB Platform and the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance of the BAX Token(s) and/or any other cryptographic token(s) through the scope of the Company’s services and/or platform.
  2. By entering into this agreement and agreeing to the terms of this document/this Agreement, you are agreeing not to hold any of the BABB Parties liable for any losses or any damages arising from, or in any way connected, with this agreement or the purchased or received BAX Token(s), including losses associated with the risks set forth below at Article Seven (7) or otherwise in this document/this Agreement.
  3. This document/this Agreement (constituting the governing agreement between the Buyer and the Company in relation to the BABB App and/or the BABB Platform and the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance of the BAX Token(s) and/or any other cryptographic token(s) through the scope of the Company’s services and/or platform) includes provisions in Article Nine (9) as to pre-dispute resolution and, by virtue of that Article, requires arbitration.

 

ARTICLE ONE: PURCHASE OF BAX TOKENS ISSUED DIRECTLY FROM THE COMPANY

1.1

This Agreement shall be effective and binding on the Parties when the Buyer:

(a) clicks the “submit” button or similar designation on the official https://getbabb.com website (the “Website”) to indicate that the Buyer has read, understands and agrees to the terms of this Agreement as well as the Privacy Policy; or, if earlier

(b) upon Company’s receipt of payment from the Buyer, the Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which the Buyer is bound; or, if required by the Company,

(c) upon the Company’s receipt of a signed version of this Agreement if so demanded or required

1.2

PAYMENT: The Buyer agrees to make payment to Company or its designee, in accordance with instructions provided to the Buyer or within no greater than five (5) business days, except as otherwise agreed to by Company or through instructions via the Company’s website or other method of communication.

1.3

WHITE PAPER: As outlined in Clause 15 above, the Company has prepared the White Paper which describes matters relating to the Company, its vision and the BABB Software, BABB App and BABB Platform. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. The Buyer has read and understands the White Paper and its contents.

1.4

BAX TOKENS: Although BAX Tokens may be tradable, they are not themselves an investment, currency, a swap on a currency, security, commodity or any other kind of financial instrument.

1.5

COMPANY’S USE OF PROCEEDS: The Buyer acknowledges and understands that the proceeds from the sale of the BAX Tokens will be utilised by the Company in its sole discretion.

 

ARTICLE TWO: EVENTS, CAMPAIGNS, NOTICES OR CHANGES OF TERMS

2.1

EVENTS AND CAMPAIGNS: The Company will announce any events or specific campaigns in relation to any of its services and the BAX Token(s) or an increase in the allocation of BAX Token(s) (if applicable) either through its website and/or through the BABB App or BABB Platform.

2.2

NOTICES: The Company will provide any generic notices (including legal notices or promotional notices) in relation to any of its services and the BAX Token(s) or an increase in the allocation of BAX Token(s) (if applicable) either through its website and/or through the BABB App or BABB Platform.

2.3

Changes of Terms: The Company will announce and convey any changes, modifications or alterations to this document/this Agreement either through its website and/or through the BABB App or BABB Platform.

 

ARTICLE THREE: DEFINITIONS

3.1

Below is a list of definitions which may be subject to additions, amendment, elaboration, clarification and modification;

“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.

“Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

 

ARTICLE FOUR: COMPANY REPRESENTATIONS

4.1

BABB Platform Ltd is a company duly organised, validly existing and in good standing under the laws of England, and the Company has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

4.2

The execution, delivery and performance by the Company of any its services as governed and outlined in this document/this Agreement and others incorporated by reference is within the power of the Company including the current allocation of 100 billion BAX Tokens for wider sale, distribution and circulation. This document/this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company.

4.3

To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

4.4

No consents or approvals are required in connection with the performance of this instrument and the current allocation of 100 billion BAX Tokens, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.

4.5

To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.

4.6

THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE BAX TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF.

 

ARTICLE FIVE: BUYER REPRESENTATIONS

5.1

The Buyer is not a citizen of, natural and legal person, having habitual residence, location or their seat of incorporation in the country or territory where transactions with digital tokens or cryptographic tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective.

5.2

The Buyer has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This document/this Agreement constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

5.3

The Buyer is purchasing BAX Tokens and/or otherwise making use of the Company’s services for its own account, and not as a nominee or agent. The Buyer has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks of investment in digital tokens and cryptographic tokens, is able to incur a complete loss of such investment without impairing the Buyer’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

5.4

The Buyer enters into this Agreement with the understanding that (i) he, she or it, as the case may be, may or may not profit upon the successful purchase of BAX Token(s) or other cryptographic tokens or digital tokens and any related trade, re-sale, liquidation or other transaction arising from the purchase of the BAX Token(s).

5.5

The Buyer enters into this Agreement with the understanding that any subsequent post-purchase trading, re-sale, liquidation or other transaction arising from the purchase of the BAX Token(s) or other cryptographic tokens is subject to market conditions as to merchantability and as to value.

5.6

The Buyer hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of BAX Token(s) and other cryptographic tokens and is able to bear the risks thereof. The Buyer is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision in relation to the purchase of BAX Token(s). The Buyer understands that the said Tokens involve risks, all of which the Buyer fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Network may not function as intended; (ii) the Network may fail to attract sufficient interest from users and/or key stakeholders whether now or in future or may lose the interest from users and/or key stakeholders whether now or in future; and (iv) the Company and/or the Network may be subject to investigation and punitive actions from Governmental Authorities. The Buyer understands and expressly accepts that the BAX Token(s) have been created and/or will be created and delivered to the Buyer at the sole risk of the Buyer. The Buyer understands and expressly accepts that the Buyer has not relied on any representations or warranties made by the Company outside of this document/this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper or publication. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BUYER ASSUMES, TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

5.7

The Buyer understands that Buyer bears sole responsibility for any taxes as a result of the matters and transactions arising from this document/this Agreement, and any future acquisition, ownership, use, sale or other disposition of BAX Tokens or other cryptographic tokens held by the Buyer. To the extent permitted by law, the Buyer agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance or sale of the BAX Tokens or other cryptographic tokens to the Buyer as required by law) associated with or arising from the Buyer’s purchase of the BAX Tokens or other cryptographic tokens hereunder, or the use or ownership of the BAX Tokens or other cryptographic tokens.

5.8

The Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the U.S. Securities Act of 1933 (a “Buyer Event”) or equivalent legislative provision, and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.

5.9

FUNDS; PAYMENTS: The funds, including any fiat, virtual currency or cryptocurrency, which the Buyer uses to purchase the BAX Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and the Buyer will not use the BAX Tokens to finance, engage in, or otherwise support any unlawful activities.

5.10

PAYMENTS: All payments by the Buyer under this Agreement will be made only in the Buyer’s name, from a digital wallet or bank account not subject to financial sanctions under HM Treasury Office of Financial Sanctions Implementation or other competent and applicable Governmental Authority, as such regulations may be amended from time to time.

5.11 MISCELLANEOUS REGULATORY COMOPLIANCE

(a) Anti-Money Laundering; Counter-Terrorism Financing: To the extent required by applicable law, the Buyer complies with all anti-money laundering and counterterrorism financing requirements.

b) Sanctions Compliance: Neither the Buyer, nor any person having a direct or indirect beneficial interest in the Buyer or the BAX Token(s) or other cryptographic token(s) being acquired by the Buyer, or any person for whom the Buyer is acting as agent or nominee in connection with the BAX Token(s) or other cryptographic token(s), is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organised or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

 

ARTICLE SIX: PROCEDURES FOR PURCHASE OF RIGHTS AND VALUATION OF PURCHASE AMOUNT

6.1

The Buyer shall make the required payment to the Company in consideration for the Buyer’s purchase of the BAX Token(s) or other cryptographic token(s) offered by the Company through the procedures and in accordance with the instructions set forth on the Company Website or as otherwise clearly communicated to the Buyer.

6.2

For purposes of this document/this Agreement, the value of the Purchase Amount shall be deemed in U.S. dollars whether the Buyer pays in Ether, valued at the Applicable Exchange Rate for Ether. The term “Applicable Exchange Rate” shall mean the volume-weighted average daily price of Ether across exchanges in the one hour preceding when funds received by BABB (the “Effective Time”); provided, however, that in the event that such exchanges experience technical issues in such period that affect the accuracy of the volume-weighted average price, the Company will use its reasonable best efforts to determine the volume weighted average price of Ether.

 

ARTICLE SEVEN: RISKS

BAX TOKENS, LIKE ALL CRYPTOGRAPHIC TOKENS, MAY HAVE NO VALUE. THE BUYER MAY LOSE ALL AMOUNTS PAID. The Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with cryptographic tokens and cryptocurrency (including those not discussed herein), all of which could render the BAX Tokens worthless or of little value:

7.1

ETHEREUM BLOCKCHAIN: The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. The Buyer acknowledges and understands that Ethereum block producers may not include the Buyer’s transaction when the Buyer wants or the Buyer’s transaction may not be included at all.

7.2

ABILITY TO TRANSACT OR RESELL: The Buyer may be unable to sell or otherwise transact in the BAX Token(s) at any time, or for the price which the Buyer paid. The Buyer acknowledges, understands and agrees that:

(a) BAX Tokens may have no value at any given point in time;

(b) there is no guarantee or representation of liquidity for the BAX Tokens; and

(c) the Parties are not and shall not be responsible for or liable for the market value of BAX Tokens, the transferability and/or liquidity of BAX Tokens and/or the availability of any market for BAX Tokens through third parties or otherwise.

7.3

TOKEN SECURITY: The BAX Token(s) or other cryptographic token(s) offered acquired or purchased through or from the Company may be subject to expropriation and or/theft. Hackers or other malicious groups or organisations may attempt to interfere with the Company’s digital or other infrastructure or systems or the BAX Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software and BAX Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the BAX Tokens or result in the loss of the Buyer’s BAX Tokens, the loss of the Buyer’s ability to access or control the Buyer’s BAX Tokens or the loss of ETH or Ether in the Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of BAX Tokens are not guaranteed any remedy, refund or compensation.

7.4

ACCESS TO PRIVATE KEYS: BAX Token(s) or other cryptographic token(s) purchased by the Buyer may be held by the Buyer in the Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of the requisite private key(s) associated with the Buyer’s digital wallet or vault storing the/any BAX Token(s) will result in loss of such BAX Token(s), access to the Buyer’s BAX Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service which the Buyer uses, may be able to misappropriate the Buyer’s BAX Tokens. The Company is not responsible for any such losses.

7.5

NEW TECHNOLOGY: The BABB Software, the BABB App and the BABB Platform and all such related infrastructure are new technology in a growing and developing industry. As such the technology through which the BABB Software, the BABB App and the BABB Platform operates has a degree of uncertainty and might not function as intended, and any tokens associated with a blockchain adopting the BABB Software may not have functionality that is desirable or valuable. Furthermore, as this technology is changing rapidly, the BAX Tokens and any tokens transferable on the BABB Platform may become outdated and this may have a negative impact on the value and merchantability of the BAX Tokens (in line with other cryptographic tokens in general).

7.6

RELIANCE ON THIRD-PARTIES: The BABB Software, the BABB App and the BABB Platform relies and will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, maintain and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the BABB Software and BABB Platform as well as the BAX Token(s) and their value, consumer interest in the said Token(s) and their merchantability.

7.7

FAILURE TO MAP A PUBLIC KEY TO BUYER’S ACCOUNT: Any failure of the Buyer to map a public key to the Buyer’s account may result in third parties being unable to recognise the Buyer’s BAX Token balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the BABB Software and/or the BABB App of which the Company makes no representation or guarantee.

7.8

EXCHANGE & COUNTER-PARTY RISKS: If the Buyer chooses to maintain or hold the BAX Token(s) through a cryptocurrency exchange or other third party, the Buyer’s BAX Tokens may be stolen or lost. The Buyer acknowledges and agrees that if the Buyer holds BAX Tokens on a cryptocurrency exchange or with another third party, the Buyer does so at his/her/its own and sole risk

7.9

CHANGES TO THE BABB SOFTWARE: The BABB Software and/or the BABB App may undergo significant specification and other changes over time in the interests of, but not limited to, modernisation, security updates, consumer feedback on interface as well as other reasons in the interests of the Company’s viability, competitiveness and providing value for money. The Company may make changes to such features and specifications for any number of reasons, and any party that adopts the BABB Software and/or the BABB App and launches the BABB Platform also may make changes, any of which may mean that the BABB Platform does not meet the Buyer’s expectations (initial or otherwise).

7.10

RISK OF ALTERNATIVE BLOCKCHAINS AND LACK OF INTEREST: It is possible that alternative platforms could be established that utilise the same technology and protocol underlying the network, either directly or indirectly through reverse engineering, and attempt to facilitate materially similar services as the Company. BABB may compete with these alternative networks, which could lead the Company to forego the onward progression, maintenance, perpetuation, continuance and/or development of the BAX Token(s) and BABB Software. Alternatively, the onward future maintenance, perpetuation, continuance and/or development of the BAX Token(s) and BABB Software may be foregone in the event of a lack of interest and participation of third parties (consumers and others alike). There can be no assurance or guarantee that there will be sufficient interest or participation in the BABB Platform. Any decision to forego the onward progression, maintenance, perpetuation, continuance and/or development of the BAX Token(s) and BABB Software and the BABB Platform will be at the sole discretion of the Company.

7.11

UNCERTAIN AND DEVELOPING REGULATORY FRAMEWORK: The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear, unsettled or otherwise developing in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies and to what extent or even the impact of any such regulation. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact BAX Token(s) in various ways, including, for example, through a determination that BAX Tokens are regulated financial instruments that require registration. The Company may cease the distribution of BAX Tokens, the development of the BABB Software and/or the BABB Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to such operations and services.

7.12

RISK OF GOVERNMENT ACTION: As noted above, the industry in which the Company operates is relatively new against the wider backdrop of other comparable products and industries, and may be subject to heightened oversight and scrutiny, including investigations or enforcement action(s). There can be no assurance that governmental authorities will not examine the operations of the Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular but the industry or field of cryptographic tokens, assets and digital assets/currency in general. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease to offer certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the BAX Token(s) and the value and merchantability of the BAX Token(s).

 

ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION

8.1

LIMITATION OF LIABILITY: To the fullest extent permitted by applicable law, the Buyer disclaims any right or cause of action against the BABB Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any BABB Party. Each of the BABB Parties shall not be liable to the Buyer for any type of Damages, even if and notwithstanding the extent a BABB Party has been advised of the possibility of such Damages. The Buyer agrees not to seek any refund, compensation or reimbursement from a BABB Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.

8.2

DAMAGES: In no circumstances will the aggregate joint liability of the BABB Parties, whether in contract, warrant, tort or other theory, doctrinal or jurisprudential concept, for Damages to the Buyer under this Agreement exceed the amount received by Company from the Buyer.

8.3

FORCE MAJEURE: The Buyer understands and agrees that Company shall not be liable and disclaims all liability to the Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, process or practice.

8.4

RELEASE: To the fullest extent permitted by applicable law, the Buyer releases the BABB Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Buyer and the acts or omissions of third parties.

8.5 INDEMNIFICATION

(a) To the fullest extent permitted by applicable law, the Buyer will indemnify, defend and hold harmless and reimburse the BABB Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of legal or advisory counsel), incurred by a BABB Party arising from or relating to:

  • The Buyer’s purchase of the BAX Token(s) and/or other cryptographic token(s) offered through or from the Company

(ii) The Buyer’s responsibilities or obligations under this Agreement

  • The Buyer’s breach of or violation of this Agreement

(iv) Any inaccuracy in any representation or warranty of the Buyer;

(v) The Buyer’s violation of any rights of any other person or entity; and/or

(vi) any act or omission of the Buyer that is negligent, unlawful or constitutes willful misconduct

(b) The Company reserves the right to exercise sole control over the defence, at the Buyer’s expense, of any claim subject to indemnification under this Article 8.5 of this Agreement (above). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and the Company.

 

ARTICLE NINE: DISPUTE RESOLUTION AND ARBITATION

9.1

INFORMAL DISPUTE RESOLUTION: The Buyer and the Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement and in relation to the BABB App and/or the BABB Platform and the purchase, sale, distribution, offering, handling, dealing, storing, transacting, performance of the BAX Token(s) and/or any other cryptographic token(s) through the scope of the Company’s services and/or platform, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Article 9.2 (below).

9.2

BINDING ARBITRATION: Any Dispute not resolved within 90 days as set forth in Article 9.1 (above) shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Article 10.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. The Company and the Buyer will each pay their respective legal or attorneys’ fees and expenses. Notwithstanding the foregoing, Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.

9.3

NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS: Any dispute arising out of or related to this Agreement is personal to the Buyer and the Company and will not be brought as a class arbitration, class action or any other type of representative or collective proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

 

ARTICLE TEN: MISCELLANEOUS

10.1

GOVERNING LAW AND VENUE: This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of England without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

10.2

TRANSFER AND ASSIGNMENT: This Agreement constitutes an agreement between between the Buyer and the Company at the point of transaction in relation to the BAX Token(s) and/or other cryptographic token(s) as applicable through the BABB Software and/or the BABB Platform. As such, the nature of this Agreement is not capable of being subject to transfer or assignment. However, for the avoidance of any doubt, the Buyer may not sell, transfer or assign this Agreement without the prior written consent of the Company. Any assignment or transfer in violation of this Section 10.2 will be void. The Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

10.3

ENTIRE AGREEMENT: This document/this Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company.

10.4 SEVERABILITY

(a) If any provision of this document/this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby have effect as originally contemplated to the fullest extent possible.

(b) Any part provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

(c) To the maximum extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.

10.5

ELECTRONIC COMMUNICATIONS: The Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that the Company provides the Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of the BAX Token(s) and/or other cryptographic token(s), including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.

10.6

NOT A STOCKHOLDER: For the avoidance of any doubt, the Buyer is not entitled, as a holder of BAX Token(s) and/or other cryptographic token(s) acquired, obtained or purchased through the Company’s service or through or from the BABB Platform, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Buyer, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.

10.7

NO WAIVERS: The failure by the Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit the Company’s right to enforce such right(s) or provision(s) at a later time. All waivers by the Company must be unequivocal and in writing to be effective.

10.8

NO PARTNERSHIP; NO AGENCY; NO THIRD PARTY BENEFICIARIES: Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third party beneficiary rights in any person.

Fees and Limits