PLEASE READ THESE TERMS OF SALE CAREFULLY. BY ATTEMPTING TO PURCHASE OR PURCHASING TIP TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS & CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.
BY ACCEPTING THESE TERMS & CONDITIONS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH TIP BLOCKCHAIN NETWORK, S.A. THESE TERMS & CONDITIONS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION SECTION. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF TIP TOKENS AND NAVIGATE AWAY FROM THE TIP BLOCKCHAIN NETWORK, S.A. WEBSITE.
These Terms & Conditions and any terms expressly incorporated herein (the “Agreement”) govern the purchase (the “Purchase”) by you (“Purchaser” or “you”) of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “TIP Tokens”) from TIP Blockchain Network, S.A., a private Costa Rican company incorporated in Costa Rica with company number 3-101-760215 (hereafter “TBN”, “Company”, “us”, “our” or “we”) during the token sale period (the “Sale Period”), your use of the related ERC-20 TBN token contract (the “Token Smart Contract”), and your use of the Token Sale contract (the “Smart Sales Contract”) (the “Token Smart Contract” and the “Smart Sale Contract” are referred to, collectively, herein as the “TBN Smart Contracts”). Purchaser and TBN are herein referred to individually as a “Party” and, collectively, as the “Parties”. There may be other entities within the TBN group of companies from time to time (“TBN Companies”) that will develop, manage and/or operate the TBN Platform (as deﬁned in Section 1.2 below) (or parts thereof) and references in these Terms & Conditions to TBN shall be to TBN, the TBN Companies and their respective successors and assigns.
FOR RESIDENTS, CITIZENS AND/OR GREEN CARD HOLDERS OF THE UNITED STATES OF AMERICA AND ALL OF ITS TERRITORIES: IF YOU ARE CITIZEN, GREEN CARD HOLDER OR RESIDENT OF, OR A PERSON LOCATED OR DOMICILED IN, THE UNITED STATES OF AMERICA OR ITS TERRITORIES, OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA (COLLECTIVELY, “USA PERSONS”), DO NOT PURCHASE OR ATTEMPT TO PURCHASE TBN TOKENS OR USE THE TBN SMART CONTRACT OR THE TBN SMART SALE CONTRACT. USA PERSONS ARE STRICTLY PROHIBITED AND RESTRICTED FROM MAKING CONTRIBUTIONS TO TBN AND USING THE TBN SMART CONTRACTS. TBN TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO USA PERSONS, AND NEITHER THIS SITE NOR THIS AGREEMENT, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO TBN TOKENS, MAY BE SUPPLIED TO USA PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE SALE OF TBN TOKENS TO USA PERSONS. USA PERSONS THAT PARTICIPATE IN THE TBN TOKEN SALE BY PROVIDING FALSE OR INACCURATE INFORMATION ABOUT THEIR CITIZENSHIP, RESIDENCY AND/OR NATIONALITY SHALL BE IN BREACH OF THESE T&CS AND SHALL INDEMNIFY TBN IN RESPECT OF ANY DAMAGES AND/OR LOSES SUFFERED DUE TO THIS BREACH IN ACCORDANCE WITH THE INDEMNIFICATION PROVISIONS SET OUT IN THESE T&CS.
FOR RESIDENTS AND CITIZENS OF CANADA: IF YOU ARE CITIZEN OR RESIDENT OF, OR A PERSON LOCATED OR DOMICILED IN, CANADA OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF CANADA (COLLECTIVELY, “CANADIAN PERSONS”), DO NOT PURCHASE OR ATTEMPT TO PURCHASE TBN TOKENS OR USE THE TBN SMART CONTRACT OR THE TBN SMART SALE CONTRACT. CANADIAN PERSONS ARE STRICTLY PROHIBITED AND RESTRICTED FROM MAKING CONTRIBUTIONS TO TBN AND USING THE TBN SMART CONTRACTS. TBN TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO CANADIAN PERSONS, AND NEITHER THIS SITE NOR THIS AGREEMENT, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO TBN TOKENS, MAY BE SUPPLIED TO CANADIAN PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE SALE OF TBN TOKENS TO CANADIAN PERSONS. CANADIAN PERSONS THAT PARTICIPATE IN THE TBN TOKEN SALE BY PROVIDING FALSE OR INACCURATE INFORMATION ABOUT THEIR CITIZENSHIP, RESIDENCY AND/OR NATIONALITY SHALL BE IN BREACH OF THESE T&CS AND SHALL INDEMNIFY TBN IN RESPECT OF ANY DAMAGES AND/OR LOSES SUFFERED DUE TO THIS BREACH IN ACCORDANCE WITH THE INDEMNIFICATION PROVISIONS SET OUT IN THESE T&CS.
FOR RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR THE PURPOSES OF THIS AGREEMENT, DOES NOT INCLUDE HONG KONG, MACAU AND TAIWAN) ONLY: IF YOU ARE CITIZEN OR RESIDENT OF, OR A PERSON LOCATED OR DOMICILED IN, THE PEOPLE’S REPUBLIC OF CHINA OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE PEOPLE’S REPUBLIC OF CHINA (COLLECTIVELY, “PRC PERSONS”), DO NOT PURCHASE OR ATTEMPT TO PURCHASE TBN TOKENS OR USE THE TBN SMART CONTRACT OR THE TBN SMART SALE CONTRACT. PRC PERSONS ARE STRICTLY PROHIBITED AND RESTRICTED FROM USING THE TBN SMART CONTRACTS. TBN TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO PRC PERSONS, AND NEITHER THIS SITE NOR THIS AGREEMENT, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO TBN TOKENS, MAY BE SUPPLIED TO PRC PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE SALE OF TBN TOKENS TO PRC PERSONS.
FOR RESIDENTS OF SOUTH KOREA (“SOUTH KOREA PERSONS”): THIS AGREEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF SECURITIES IN SOUTH KOREA. TBN MAY NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS AGREEMENT TO ACQUIRE THE TBN TOKENS UNDER THE LAWS OF SOUTH KOREA, INCLUDING, WITHOUT LIMITATION, THE SECURITIES AND EXCHANGE ACT AND THE FOREIGN EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. THE TBN TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE ACT, SECURITIES INVESTMENT TRUST BUSINESS ACT OR THE SECURITIES INVESTMENT COMPANY ACT OF SOUTH KOREA, AND NONE OF THE TBN TOKENS MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA.
FOR RESIDENTS OF CUBA, IRAN, NORTH KOREA, SYRIA AND THE CRIMEA REGION: TBN TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.
THE INFORMATION CONTAINED IN THIS SITE AND THIS AGREEMENT DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, OR AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY SECURITIES. TBN TOKENS ARE NOT AN INVESTMENT. TBN TOKENS ARE NOT INVESTMENT PRODUCTS BUT WILL BE REQUIRED TO USE THE TBN REAL ESTATE PLATFORM WHEN IT IS COMPLETED. THERE SHOULD BE NO EXPECTATION OF FUTURE PROFIT OR GAIN FROM THE PURCHASE OF TBN TOKENS.
THE SITE IS NOT INTENDED FOR USE BY ANYONE UNDER THE AGE OF 18. TBN TOKENS MAY NOT BE PURCHASED THROUGH THE SITE BY ANYONE UNDER THE AGE OF 18. BY USING THE SITE AND/OR PURCHASING TBN TOKENS THROUGH THIS SITE, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.
- SCOPE OF TERMS
1.1. Scope. Unless otherwise stated herein, this Agreement governs only your Purchase of TBN Tokens from us during the Sale Period, and your corresponding use of the TBN Smart Contracts.
1.4. White Paper. TBN has prepared a white paper, available on our Site, which describes the proposed uses of the TBN Tokens (the “White Paper”). The White Paper is of a descriptive nature only, and is not binding and do not form part of these Terms and Conditions.
- TBN TOKEN SALE PROCEDURES AND SPECIFICATIONS
2.1. General. TBN intends to allocate and distribute a limited number of TBN Tokens (the “TBN Token Sale”). Important information about the procedures and speciﬁcations of our TBN Token Sale is provided in Exhibit A, including, but not limited to, details regarding the timing and pricing of the TBN Token Sale, the amount of TBN Tokens we will sell and our anticipated use of the TBN Token Sale proceeds. BY PURCHASING TBN TOKENS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND HAVE NO OBJECTION TO THESE PROCEDURES AND SPECIFICATIONS.
2.2. Final Sale. Your Purchase of TBN Tokens from us during the Sale Period is ﬁnal, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel TBN Token purchase requests at any time in our sole discretion.
2.3. Not an Oﬀering of Securities. Purchaser acknowledges and agrees that the sale of TBN Tokens and the TBN Tokens themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. This Agreement and all other documents referred to in this Agreement, do not constitute a prospectus or oﬀering document and are not an oﬀer to sell nor the solicitation of an oﬀer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.
2.4. Not an Investment. Purchaser should not participate in the TBN Token Sale or Purchase TBN Tokens for investment purposes. The Purchase of TBN Tokens pursuant to this Agreement is not designed for investment purposes and should not be considered as a type of investment. TBN Tokens may not be transferred until the end of the Sale Period and are subject to certain vesting periods as set forth below in Exhibit A. Purchaser acknowledges, understands and agrees that Purchaser should not expect, and there is no guarantee or representation or warranty by TBN, that (a) TBN Tokens will be listed for trading on any exchange, or (b) the TBN Platform will be adopted as described in the White Paper and not in a diﬀerent or modiﬁed form.
2.5. Not for Speculation. Purchaser acknowledges and agrees that Purchaser is not purchasing TBN Tokens for purposes of investment or speculation or for immediate resale or other ﬁnancial purposes. Purchaser acknowledges and agrees that Purchaser has no expectation of economic beneﬁt or proﬁt from purchasing TBN Tokens. Purchaser agrees that if Purchaser determines to transfer TBN Tokens, Purchaser will not portray TBN Tokens to prospective transferees as an investment opportunity to obtain an economic beneﬁt or proﬁt.
- NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The Purchase of TBN Tokens (a) does not provide Purchaser with rights of any type with respect to TBN or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary or other ﬁnancial or legal rights, (b) is not a loan to TBN and (c) does not provide Purchaser with any ownership or other interest in TBN.
3.2. Intellectual Property. TBN retains all right, title and interest in all of TBN’s intellectual property, including, without limitation, inventions, ideas, discoveries, software, processes, marks, methods, information and data, whether or not protectable by patent, copyright or trademark. Purchaser may not use any of TBN’s intellectual property for any reason without TBN’s prior written consent.
4.1. You should peruse, comprehend and carefully consider or seek legal advice as to the risks described below in addition to the other information stated in this Agreement, the Whitepaper, the Website or elsewhere before deciding to participate in the ICO. Participating in the ICO will be deemed as you having accepted all the risks outlined in this Agreement.
4.2. TBN Token price may experience extreme volatility. Cryptographic tokens or cryptocurrencies have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You must be prepared to accept similar fluctuations in TBN Token value. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. TBN cannot and does not guarantee any market liquidity for TBN Tokens. Additionally, due to different regulatory requirements in different jurisdictions, the liquidity of TBN Tokens may be markedly different in different jurisdictions.
4.3. While some of cryptographic tokens or cryptocurrencies may have been relatively stable, it is possible that their values may drop significantly in the future, which may deprive TBN of sufficient resources to continue to operate.
4.4. Cryptocurrencies are being, or may be, scrutinized by the regulatory authorities of various jurisdictions. TBN may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time, or may even be ordered to suspend or discontinue any action in connection with TBN Tokens, as well as be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of TBN to further conduct business. The development, marketing, promotion or otherwise of TBN Tokens may be seriously affected, hindered or terminated as a result.
4.5. Advances in cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all cryptocurrencies, including TBN Tokens. This could result in the theft, loss, disappearance, destruction or devaluation of TBN Tokens. It is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit TBN to accurately guide the development of TBN Tokens to take into account such unforeseeable changes in the domains of cryptography or security.
4.6. TBN cannot guarantee the software used by TBN to be flaw-free. It may contain certain flaws, errors, defects and bugs, which may disable some functionality for users, expose users’ information or otherwise. Such flaw would compromise the usability and/or security of TBN Tokens and consequently bring adverse impact on the value of TBN Tokens.
4.7. Ethereum is an open source project and supported by the community. TBN does not lead the development, marketing, operation or otherwise of Ethereum. Anybody may develop a patch or upgrade of the source code of Ethereum’s source without prior authorization of anyone else. The acceptance of Ethereum patches or upgrades by a significant, but not overwhelming, percentage of the users could result in a “fork” in the blockchain of Ethereum, and consequently the operation of two separate networks and will remain separate until the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact the operation and the market value of TBN Tokens and in the worst-case scenario, could ruin the sustainability of TBN Tokens. While such a fork in the blockchain of Ethereum would possibly be resolved by community led efforts to merge the forked blockchains, the success is not guaranteed and could take long period of time to achieve.
4.8. The Ethereum source code and the software used by TBN could be updated, amended, altered or modified from time to time by the developers and/or the community of Ethereum. Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects TBN’s operation and token market value.
4.9. The blockchain rests on open-source software. Regardless of TBN’s effort to keep the blockchain secure, anyone may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of TBN. This could consequently result in the loss of TBN Tokens held by you.
4.10. The loss or destruction of a private key required to access TBN Tokens may be irreversible. You are required to safeguard the private keys relating to your own TBN Token wallets. To the extent such private key is lost, destroyed or otherwise compromised, neither TBN Invest, nor anyone else will be able to access the related TBN Tokens.
4.11. TBN Tokens are not a currency issued by any individual, entity, central bank or national, supranational or quasi-national organization. The circulation and trading of TBN Tokens on the market depends on the consensus on its value between the relevant market participants. Nobody is obliged to redeem or purchase any TBN Tokens from any user or token holder. Nor does anyone guarantee the liquidity or market price of a token to any extent. TBN has no control over market price or liquidity of its tokens once they start to trade in the open market.
4.12. It is possible that TBN products and services or its tokens will not be used by a large number of individuals, businesses and other organisations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of TBN’s business.
4.13. TBN, as developed, may not meet your expectations. You acknowledge that TBN is currently under development and may undergo significant changes before release. You also acknowledge that any expectations regarding the form and functionality of tokens held by you may not be met upon its release for any number of reasons, including a change in the design and implementation plans and execution of the implementation of TBN services. Furthermore, you acknowledge that TBN products and services may never be fully completed or released.
4.14. You understand and accept that hackers or other groups or organisations may attempt to steal TBN Tokens or otherwise interrupt or cease TBN business or usage of its tokens.
4.15. Except for historical information, there may be matters in this Agreement, the Website, the Whitepaper or elsewhere that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty. Forward-looking statements, which are based on assumptions and estimates and describe TBN future plans, strategies, and expectations are generally identifiable by the use of the words ‘anticipate’, ‘will’, ‘believe’, ‘estimate’, ‘plan’, ‘expect’, ‘intend’, ‘seek’, or similar expressions. You are cautioned not to place undue reliance on forward-looking statements. By its nature, forward looking information involves numerous assumptions, inherent risks and uncertainties both general and specific that contribute to the possibility those predictions, forecasts, projections and other forward-looking statements will not occur. Those risks and uncertainties include actors and risks specific to the industry in which TBN operates as well as general economic conditions and prevailing exchange rates and interest rates. Actual performance or events may be materially different from those expressed or implied in those statements. All forward-looking statements attributable to TBN or persons acting on behalf of TBN are expressly qualified in their entirety by the cautionary statements in this section. Except as expressly required by the applicable law, TBN undertakes no obligation to publicly update or revise any forward-looking statements provided in this publication whether as a result of new information, future events or otherwise, or the risks affecting this information. None of TBN, its officers or any person named in this Agreement, the Website, the Whitepaper or elsewhere with their consent, or any person involved in the preparation of this Agreement, the Website or the Whitepaper, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement except to the extent required by law.
4.16. The Internet industry is comprised of a number of participants and is subject to rapid change and competition TBN faces from other organisations, some of which may have greater financial, technical and marketing resources. Increased competition could result in under-utilization of employees, reduced operating margins and loss of market share, especially TBN first mover status. Any of these occurrences could adversely affect the TBN business, operating results and financial condition. The possibility remains that the fundamental business model may not achieve any traction due to an existing or new entrant offering a similar solution or that the general public do not see it as part of their future. The targets and business valuation inherent in the Website, the Whitepaper or elsewhere are based on TBN management personal experience, contacts and feedback from the market. There can be no assurance that these reflect the actual reality of the opportunity or that will be able to compete successfully against current or future competitors. You are encouraged to seek professional advice when assessing the understanding of TBN business model metrics and projected returns and values as presented by directors in this Agreement, the Website, the Whitepaper or elsewhere.
4.17. Acknowledgement. You expressly acknowledge that you have carefully reviewed and understand and assume the risks associated with purchasing, holding and using TBN Tokens and using the corresponding TBN Token Smart Contract, as disclosed. BY PURCHASING TBN TOKENS USING THE TBN SMART CONTRACTS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS, INCLUDING THAT TBN TOKENS MAY HAVE NO VALUE and hereby release TBN form any such loss.
- AUDIT OF THE SMART CONTRACT SYSTEM
5.1. TBN shall exercise reasonable endeavors to have the Smart Contract System audited and approved by technical experts with regard to both accuracy and security of the underlying code.
5.2. Notwithstanding Section 5.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries signiﬁcant operational, technological, ﬁnancial, regulatory and reputational risks. Accordingly, while any audit conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and TBN Tokens are ﬁt for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of USD, ETH and/or BTC contributions and/or TBN Tokens.
- POSSIBLE MIGRATION OF TOKENS.
6.1 The Tokens are being created as ERC-20 tokens on the Ethereum Platform. We reserve the right to migrate the ERC-20 based Tokens (the “ Pre-existing Tokens ”) to another protocol or blockchain, and to generate replacement Tokens on the new protocol (the “ Replacement Tokens ”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Ecosystem.
6.2. Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Ecosystem, the Services, or any other operational matters, except with respect to the migration process. Accordingly, by accepting these Terms you acknowledge and agree that in order for you to continue to participate in the Ecosystem or obtain utility from the Tokens you may need to convert the Tokens you purchase during the Sale to Replacement Tokens in the future.
6.3. Should we decide to migrate the Tokens, we will notify you via the email address you provided to us at the time of the Sale. You are solely responsible for updating us should your contact information change.
6.4. TBN may deem it necessary to migrate the tokens to a new smart-contract on ERC-20 should it be necessary for the improvement of the TBN code. If this occurs, all TBN token holders will automatically receive a Replacement Tokens for each Pre-existing Token they hold at a one-to-one rate. The Pre-existing tokens would be deemed invalid going forward. This will be accomplished technically similar to a “fork” and “airdrop.” In the event this occurs, TBN will manually review all wallets on the blockchain as well as activate a help channel for any questions to create a smooth transition between the smart-contracts. The new TBN smart contract will retain the same total token cap and distribution as the prior smart contract.
7.1. Your Obligations. You are responsible for implementing reasonable measures for secure access to the device, wallet, vault or other storage mechanism you use to Purchase, receive and hold TBN Tokens you Purchase from us, including any requisite private key(s), usernames, passwords or other login or credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your TBN Tokens. We are not responsible for any such losses. You understand and agree that all Purchases of TBN Tokens are non-refundable and you will not receive money or other compensation for any TBN Tokens purchased.
7.2. KYC/AML process. You accept that you will receive your TBN ONLY after having successfully passed through our KYC and AML process. This means that TBN will not be distributed until you have passed through this screening successfully. If you fail to pass the KYC screening you will not receive your TBN Tokens. In the case that you do not successfully pass the KYC screening, you are agree that the Company will hold your funds until the TBN Tokens are fully distributed. You agree that the Company may use your submitted information in any way required by law or deemed necessary and that your funds used to purchase TBN Tokens will not be automatically refunded to you without ﬁrst submitting a refund request and that a refund request MUST be submitted within 6 weeks of the ICO end date.
- PERSONAL INFORMATION
9.1. Tax Treatment. The purchase price that you pay for TBN Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your Purchase of TBN Tokens, including, for example, sales, use, value added and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use value added or similar tax arising from your Purchase of TBN Tokens.
9.2. Acknowledgement. You acknowledge, understand and agree that (a) the Purchase and receipt of TBN Tokens may have tax consequences for you, (b) you are solely responsible for compliance with your tax obligations, and (c) TBN bears no liability or responsibility with respect to any tax consequences to you associated with or arising from the creation, ownership, use or liquidation of TBN Tokens or any other action or transaction related to the TBN Platform or the TBN Token Sale.
- REPRESENTATIONS AND WARRANTIES
10.1. Representations by Purchaser. By purchasing TBN Tokens, you represent and warrant that:
10.1.1. You have read and understand this Agreement (including all Exhibits) and the White Paper;
10.1.2. You have the necessary authority and consent to accept these Terms & Conditions, to enter into a binding agreement with TBN and to perform the obligations set out herein;
10.1.3. The acceptance of these Terms & Conditions and the entry into a binding agreement with TBN shall not result in any breach of, be in conﬂict with, or constitute a material default under: (i) any provision of the Purchaser’s constitutional or organizational documents (in the case of a corporate entity including, without limitation. any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Purchaser by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound;
10.1.4. You have suﬃcient knowledge and experience in business and ﬁnancial matters, including a suﬃcient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, token storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your Purchase of TBN Tokens, including, but not limited to, the matters set forth in this Agreement and to appreciate the risks and implications of purchasing TBN Tokens, and you are able to bear the risks thereof, including loss of all amounts paid, loss of TBN Tokens and liability to the TBN Parties (as deﬁned in Section 11.1) and others for your acts and omissions, including, without limitation, those constituting breach of this Agreement, negligence, fraud or willful misconduct;
10.1.5. You have obtained suﬃcient information about TBN Tokens to make an informed decision to Purchase TBN Tokens;
10.1.6. You understand that TBN Tokens confer only the right to provide and receive services on the TBN Platform, and confer no other rights of any form with respect to TBN, including, but not limited to, any voting, distribution, redemption, liquidation or other ﬁnancial and legal rights;
10.1.7. You are not purchasing TBN Tokens for any uses or purposes other than to provide or receive services on the TBN Platform, including, but not limited to, any investment, speculative or other ﬁnancial purposes;
10.1.8. You are not a USA Person, a PRC Person, a South Korea Person, or a person located, organized or resident in Cuba, Iran, North Korea, Syria or the Crimea Region or any other country or territory that is subject of world-wide or territory wide sanctions; nor are you making a contribution for the purchase of TBN Tokens for or on behalf of any such person or entity;
10.1.9. You have all requisite power and authority to execute and deliver this Agreement, to use the TBN Smart Contracts, to Purchase TBN Tokens and to carry out and perform your obligations under this Agreement;
10.1.10. If you are an individual, you are at least 18 years old and of suﬃcient legal age and capacity to Purchase TBN Tokens;
10.1.11. If you are an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business;
10.1.12. Your Purchase of TBN Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (a) legal capacity and any other threshold requirements in your jurisdiction for the Purchase of TBN Tokens and entering into this Agreement with us, (b) any foreign exchange or regulatory restrictions applicable to such Purchase, and (c) any governmental or other consents that may need to be obtained;
10.1.13. You will comply with any tax obligations applicable to you arising from your Purchase of TBN Tokens;
10.1.14. The funds, including any ﬁat, virtual currency or cryptocurrency you use to Purchase TBN Tokens, are not derived from or related to any unlawful activities, including, but not limited to, money laundering or terrorist ﬁnancing (See 8.1.16-18), and you will not use the TBN Tokens to ﬁnance, engage in or otherwise support any unlawful activities;
10.1.15. All payments by you under this Agreement will be made only in your name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.) as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time; 10.1.16. The execution, delivery and performance of this Agreement will not result in any violation of, be in conﬂict with or constitute a default under, with or without the passage of time or the giving of notice (a) any provision of Purchaser’s organizational documents, if applicable, (b) any provision of any judgment, decree or order to which you are a party, by which you are bound, or to which any of your assets are subject, (c) any agreement, obligation, duty or commitment to which you are a party or by which you are bound or (d) any laws, regulations or rules applicable to you;
10.1.17. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than you;
10.1.18. To the extent required by applicable law, you comply with all anti-money laundering (“AML”) and counter the ﬁnancing of terrorism (“CFT”) requirements, including, but not limited to, (a) the applicable ﬁnancial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended (i.e., the Bank Secrecy Act), (b) any applicable money laundering statutes of all jurisdictions in which you are located, resident, organized or operate, and the rules and regulations thereunder, and/or (c) any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental authority to which you are subject ((a) through (c) collectively, the “AML/CFT Laws”);
10.1.19. Neither you, nor any person having a direct or indirect beneﬁcial interest in you or TBN Tokens being acquired by you, or any person for whom you are acting as agent or nominee in connection the purchase of TBN Tokens, (a) is the subject of economic or ﬁnancial sanctions or trade embargoes administered or enforced by any country or government, including, but not limited to, those administered by the U.S. government through the Oﬃce of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other applicable jurisdictions (collectively, “Sanctions”), (b) is located, organized or resident in Cuba, Iran, North Korea, Syria, the Crimea Region or any other country or territory that is the subject of country-wide or territory-wide Sanctions, (c) is listed in any Sanctions-related list of sanctioned persons, including, but not limited to, those maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom and/or (d) is directly or indirectly owned or controlled by any person or persons described in the foregoing clauses (a) through (c);
10.1.20.Any contribution to be made by you for the purchase of TBN Tokens is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist ﬁnancing activities;
10.1.21.You shall not use TBN Tokens to ﬁnance, engage in, or otherwise support any unlawful activities;
10.1.22.If you are purchasing TBN Tokens on behalf of any entity, you are authorized to accept this Agreement on such entity’s behalf and such entity will be responsible for breach of this Agreement by you or any other employee or agent of such entity (references to “you” in this Agreement refer to you and such entity jointly);
10.1.23.You shall provide an accurate digital wallet address to TBN for receipt of any TBN Tokens distributed to you by TBN;
10.1.24.You understand and accept the risks of contributing to early stage blockchain start-up business and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms & Conditions; and
10.1.25.In connection with the purchase of the TBN, you represent to the Company the following: You will provide to the Company, or to our nominee, immediately upon request, information that any of us, in any of our sole discretion, deem necessary or appropriate in order to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any “Know Your Customer” requirements and policies or any judicial process. Such information or documents may include but are not limited to, passports, driver’s licenses, utility bills, photographs, government identiﬁcation cards or sworn statements, or, if you are an entity, proof of legal existence such as a government-issued certiﬁcate of incorporation or notarized formation documents, and we, or our nominee, may keep a copy of such information and disclose such information and documents in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that TBN may refuse to distribute TBN Tokens to you until such requested information is provided.
10.2. Covenants of Purchaser. By purchasing TBN Tokens, you covenant with TBN not to enter into or agree or attempt to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, directly or indirectly, with any USA Person, PRC Person, South Korea Person or any person resident of, or located or domiciled in Cuba, Iran, North Korea, Syria, the Crimea Region, or any other country or territory that is subject of country-wide or territory-wide sanctions, to sell, lend, transfer, assign or otherwise dispose of or cease to exercise control of all, or part of any interest in any TBN Tokens.
- PLATFORM FOR SALE OF TBN TOKENS
11.1. Sale of the TBN tokens is conducted through https://tokensale.tipblockchain.io (the “Token Sale Website”). The information about purchased TBN tokens will be reflected in your account at the sale site. The purchased TBN Tokens would be available for use upon distribution by Company as set forth in Exhibit A of this Agreement.
11.2. Any use of TBN Tokens will be governed primarily by other applicable terms and policies, which will be available our site upon the distribution of TBN Tokens (collectively, “TBN Terms and Conditions”). TBN Terms and Conditions may change from time to time at the provider’s sole discretion with the amended TBN Terms and Conditions posted instead of the previous version.
11.3. Purchase Procedure. Sale of TBN Tokens is conducted through the token sale website. The information about purchased TBN Tokens will be reﬂected in your the Token Sale Website account. The purchased TBN Tokens would be available for use upon distribution by TNB as set forth in Exhibit A of this agreement.
12.1. Scope of Indemnity. To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless TBN and its 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 “TBN Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses of any kind (including attorneys’ fees) arising from or relating to (a) Purchaser’s purchase or use of the TBN Tokens, (b) Purchaser’s use of the TBN Smart Contracts, (c) Purchaser’s responsibilities or obligations under this Agreement, (d) Purchaser’s breach or violation of this Agreement, (e) any inaccuracy in any representation or warranty of Purchaser, (f) Purchaser’s violation of any rights of any other person or entity and/or (g) any act or omission of Purchaser that is negligent or unlawful, or constitutes willful misconduct.
12.2. TBN Rights. TBN reserves the right, at its option, to exercise sole control over the defense, at your expense, of any claim subject to indemniﬁcation under Section 12.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and TBN.
13.1. Disclaimer by TBN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) TBN TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TBN TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, UTILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TBN TOKENS OR THE TBN SMART CONTRACTS ARE RELIABLE, CURRENT OR ERROR-FREE OR MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TBN TOKENS OR TBN SMART CONTRACTS WILL BE CORRECTED; (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT (i) THAT THE TBN TOKENS, THE DELIVERY MECHANISM FOR TBN TOKENS OR THE TBN SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (ii) THE ABILITY OF ANYONE TO PURCHASE OR USE THE TBN TOKENS, AND (iii) THAT THE PROCESS OF PURCHASING THE TBN TOKENS, RECEIVING THE TBN TOKENS OR USING THE TBN SMART CONTRACTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE TBN TOKENS OR TBN SMART CONTRACTS ARE RELIABLE AND ERROR-FREE. AS A RESULT, PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT PURCHASER MAY NEVER RECEIVE TBN TOKENS AND MAY LOSE THE ENTIRE AMOUNT PURCHASER PAID TO TBN.
13.2. Exclusions. Some jurisdictions do not allow for the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
- LIMITATION OF LIABILITY
14.1. No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TBN NOR THE TBN PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR PURCHASE OF TBN TOKENS, OR YOUR USE OF THE TBN SMART CONTRACTS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PURCHASE PROCESS IS TO NOT MAKE A PURCHASE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF TBN FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US FOR THE TBN TOKENS. THE FOREGOING LIMITATIONS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, WILLFUL OR RECKLESS MISCONDUCT OF TBN 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.
14.2. Exclusions. Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
- DATA PROTECTION
15.1. If we make an information request in accordance with Section 10.1.25, we may require you to provide information and documents relating to (without limitation): • your identity; • your address; • the source of funds used for the purposes of purchasing TBN Tokens; and/or • any other documents or data from which you can be identiﬁed (together your “Personal Data”).
15.2. We will not disclose your Personal Data except as expressly permitted under these Terms & Conditions and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these Terms & Conditions, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
15.3. We shall process your Personal Data in accordance with the Data Protection Act 2004, as may be amended (“Data Protection Act”), and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes: • the purchase of TBN Tokens and the processing of transactions related to the TBN Token Sale pursuant to these Terms & Conditions; • providing you with information about us and our range of services; • compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority; • management of enquiries and complaints; • opening, maintaining or operating a bank account in the Company’s name; • subject to Section 16, resolving any Disputes with you; • producing summary information for statistical, regulatory and audit purposes; and/or • any other reasonable purposes in accordance with applicable law.
15.4. Under the Data Protection Act you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights. 15.5. You agree that we may, for the purposes set out in Section 15.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these Terms & Conditions you authorize and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
15.6. You acknowledge, accept and understand that these Terms & Conditions, insofar as they relate to the controlling and processing of your Personal Data by TBN, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes set out in Section 15.3, In order to access the TBN Platform and provide or receive services therein or otherwise use and interact with the TBN Platform, you will be required to accept the Platform Terms and Policies which shall also set out the terms and conditions under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the TBN Platform.
- DISPUTE RESOLUTION; ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
16.1. Binding Arbitration: Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms & Conditions resolved in a court, and (ii) waive your and the Company’s respective rights to a jury trial. Instead, you and the Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a ﬁnal and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court) through the INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION (www. http://internationalarbitrationlaw.com).
16.2. No Class Arbitrations, Class or Representatives Actions: Any Dispute arising out of or related to these Terms & Conditions is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative 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.
16.3. Arbitration Rules: Any dispute arising out of or in connection with this these Terms & Conditions, including any question regarding its existence, validity or termination, shall be referred to and ﬁnally resolved by arbitration under the International Arbitration Rules of the American Arbitration Association (“AAA Rules”), which are available at https://www.adr.org/Rules and are deemed to be incorporated by reference in this Section 15. By agreeing to be bound by these Terms & Conditions, you either (i) acknowledge and agree that you have read and understood the AAA Rules, or (ii) waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.
16.4. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at firstname.lastname@example.org. Notice to you shall be sent to any address you provide to us in writing in a notice. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the speciﬁc relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section 16, commence an arbitration proceeding or, to the extent speciﬁcally provided for in Section 16.1, ﬁle a claim in court.
16.5. Process. Any arbitration will occur in San Jose, Costa Rica. The arbitration will be conducted conﬁdentially by a single arbitrator appointed in accordance with the AAA Rules. The language to be used in the arbitral proceedings shall be English. The governing law of these Terms & Conditions shall be the substantive law of Costa Rica and Costa Rican courts will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.
16.6. Authority of Arbitrator. These Terms & Conditions, the applicable LCIA Rules and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms & Conditions. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
16.7. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 16 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section 16 will remain valid and enforceable. Further, the waivers set forth in Section 16.2 above are severable from the other provisions of these Terms & Conditions and will remain valid and enforceable, except as prohibited by applicable law.
- ELECTRONIC NOTICES
17.1. Consent to Electronic Delivery. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively “Communications”) that TBN provides in connection with your Purchase of TBN Tokens or use of the TBN Smart Contracts. You agree that TBN may provide these Communications to you by posting them on the Site, by emailing them to you at the email address you provide and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.
17.2. Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to email@example.com. If you decline or withdraw consent to receive electronic Communications, TBN may suspend or terminate your ability to Purchase TBN Tokens.
18.1. Governing Law and Venue. Subject to Section 16, these Terms & Conditions and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Costa Rican law.
18.2. Severability. If any term, clause or provision of this Agreement is held unlawful, void or unenforceable, then that term, clause or provision will be severable from this Agreement and will not aﬀect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
18.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any TBN Party about the TBN Tokens or the TBN Platform. Headings are for information purposes only.
18.4. Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent from TBN, including by operation of law or in connection with any change of control. TBN may assign or transfer any or all of its rights under this Agreement, in whole or in part, without obtaining your consent or approval.
18.5. Waiver. Our failure or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof. All waivers by TBN must be unequivocal and in writing to be eﬀective.
18.6. Force Majeure. You understand and agree that TBN shall not be liable and disclaims all liability to you in connection with any force majeure event, including acts of God, labor 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; or other matters beyond the reasonable control of TBN, including changes to any blockchain-related protocol.
18.7. 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 as 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.
18.8. Modiﬁcations. We reserve the right to make changes or modiﬁcations to this Agreement from time to time, in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, which may include sending you an email, providing notice on the homepage of the Site, and/or posting an amended Agreement, and updating the “Last Updated” date above. The modiﬁed Agreement will become eﬀective upon posting and will apply to any Purchase or use of TBN Tokens made after the modiﬁed Agreement becomes eﬀective.
18.9. Termination. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to Purchase TBN Tokens, at any time and for any reason, and you acknowledge and agree that TBN shall have no liability or obligation to you in such event to the fullest extent permitted by applicable law.