Byebnk Terms of Use
Last revised: May, 2022.
These Byebnk Terms of Use is entered into between you (hereinafter referred to as “you” or “your”) and Byebnk operators (as defined below). By accessing, downloading, using or clicking on “I agree” to accept any Byebnk Services (as defined below) provided by Byebnk (as defined below), you agree that you have read, understood and accepted all of the terms and conditions stipulated in these Terms of Use (hereinafter referred to as “these Terms”) as well as our Privacy Policy at https://byebnk.com/informacoes-legais-2/. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.
Please read the terms carefully as they govern your use of Byebnk Services. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION. The terms of the arbitration provision are set forth in Article 10, “Resolving Disputes: Forum, Arbitration, Class Action Waiver”, hereunder.
Byebnk offers you a simpler opportunity to invest your capital in five (05) distinct classes of assets, or in sets of two (02) or more classes at your will, namely: Stock tokens, Bond tokens, Commodity tokens, Reit tokens and Digital Asset tokens.
Each one of those classes behaves in a different way, according to the moment of the economic cycle. The Byebnk Token is formed by the five (05) classes of assets stated above, in percentages determined by Byebnk Operators, after performing a fundamental analysis combined with a quantitative analysis of the global economic cycle.
As with any asset, the values of Stock tokens, Bond tokens, Commodity tokens, Reit tokens and Digital Asset tokens (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding or investing in those assets. BY MAKING USE OF BYEBNK SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF STOCK TOKENS, BOND TOKENS, COMMODITY TOKENS, REIT TOKENS AND DIGITAL ASSET TOKENS; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF BYEBNK SERVICES AND TRANSACTIONS OF STOCK TOKENS, BOND TOKENS, COMMODITY TOKENS, REIT TOKENS AND DIGITAL ASSET TOKENS; AND (3) BYEBNK SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES; (4) YOU TAKE FULL RESPONSIBILITY TO REPORT TO YOUR COUNTRY’S TAX AUTHORITIES ALL TRANSACTIONS AND AMOUNTS SUBJECT TO TAXING, AS WELL AS TO PAY ALL TAXES DUE.
By accessing, using or attempting to use Byebnk Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. IF YOU DO NOT AGREE, DO NOT ACCESS BYEBNK OR UTILIZE BYEBNK SERVICES.
I. Definitions
1. Byebnk refers to an ecosystem comprising byebnk websites (whose domain names include but are not limited to https://www.byebnk.com), mobile applications, clients, applets and other applications that are developed to offer Byebnk Services, and includes independently-operated platforms, websites and clients within the ecosystem. In case of any inconsistency between relevant terms of use of the above platforms and the contents of these Terms, the respective applicable terms of such platforms shall prevail.
2. Byebnk Operators: refer to all parties that run Byebnk, including but not limited to legal persons, unincorporated organizations and teams that provide Byebnk Services and are responsible for such services. For convenience, unless otherwise stated, references to “Byebnk” and “we” in these Terms specifically mean Byebnk Operators.UNDER THESE TERMS, BYEBNK OPERATORS MAY CHANGE AS BYEBNK’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF BYEBNK OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW BYEBNK SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE BYEBNK SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED BYEBNK OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
3. Byebnk Services refer to various services provided to you by Byebnk that are based on Internet and/or blockchain technologies and offered via Byebnk websites, mobile applications, clients and other forms (including new ones enabled by future technological development). Byebnk Services include but are not limited to such Byebnk ecosystem components as Digital Asset Trading Platforms, the financing sector, services provided by third parties, outsourced by Byebnk, and novel services to be provided by Byebnk.
4. Byebnk Platform Rules refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by Byebnk, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Help Center or within products or service processes.
5. Users refer to all individuals, institutions or organizations that access, download or use Byebnk or Byebnk Services and who meet the criteria and conditions stipulated by Byebnk. If there exist other agreements for such entities as developers, distributors, market makers, and exchange of stock, bonds, commodities, Reits and digital assets, such agreements shall be followed.
6. Digital Currencies refer to encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form.
7. Digital Assets refer to Digital Currencies, their derivatives or other types of digitalized assets with a certain value.
About the Digital Asset token, this is what we have:
Thesis: providing a safe exposure, easier and more comfortable for those who want to invest in Digital Assets. For that, a portfolio of Digital Assets was formed, which were chosen by means of objective criteria, including: analysis of the technology, quality of the team, cases of use, maturity, among others.
Composition: variable, according to the analysis of the following indexes – eight-week average; relative force index; movement of whales (holders of huge amounts of digital currencies); fear and greed index; reserve of bitcoins in exchanges; stock-to-flow model;
Benchmark: Bitcoin
Goal: Beating the benchmark every six months.
8. Byebnk Token: refers to a suggested composition of Digital Asset tokens, Stock, Bonds, Commodities and Reits.
About the Byebnk token, this is what we have:
Thesis: Exposing the user in a safe and simple way to five major classes of global assets: Stock, Bonds, Reits, Commodities and Digital Assets, adjusting the exposure to each asset class through objective criteria of identification of the economic cycle, optimizing the portfolio’s risk vs return relation.
Composition: Division of the economic cycle in six stages, identifiable by means of three macroeconomic indexes, i. e., growth projection, interest rate projection and inflation projection. and a perception index, Fear & Greed Index. After the identification of the economic cycle, calibration of the token according to the percentages previously defined for each stage of the cycle. The token’s calibration will be changed whenever the índices show a change of stage of the cycle.
Stage 1
Growth – down
Inflation – down
Interest Rate – highest
Investor Sentiment – fear
30% Stock; 38% Bonds; 10% Commodities; 5% Cryptocurrency; 15% Reits; 2% Cash;
Stage 2
Growth – up
Inflation – neutral
Interest Rate – down
Investor Sentiment – extreme fear
40% Stock; 28% Bonds; 10% Commodities; 5% Cryptocurrency; 15% Reits;2% Cash;
Stage 3
Growth – up
Inflation – neutral
Interest Rate – down
Investor Sentiment – neutral
40% Stock; 20,5% Bonds; 10% Commodities; 7,5% Cryptocurrency; 20% Reits; 2% Cash;
Stage 4
Growth – down
Inflation – up
Interest Rate – up
Investor Sentiment – extreme greed
18% Stock; 43% Bonds; 15% Commodities; 7% Cryptocurrency; 15% Reits; 2% Cash;
Stage 5
Growth – down
Inflation – down
Interest Rate – neutral
Investor Sentiment – neutral
20% Stock; 43% Bonds; 14% Commodities; 6% Cryptocurrency; 15% Reits; 2% Cash;
Benchmark: S&P500
Goals: Keeping the token within two percentual points or 20% of deviation, analyzing daily.
9. Byebnk Accounts refer to the foundational virtual accounts, including main accounts and subaccounts, which are opened by Byebnk for Users to record on Byebnk their usage of Byebnk Services, transactions, asset changes and basic information. Byebnk Accounts serve as the basis for Users to enjoy and exercise their rights on Byebnk.
10. Stocks, also called, simply, “papers”, are the constituent parts of a company’s capital stock, i. e., those equity securities issued by corporations. When the stocks are issued by public companies or similar, they are traded in the stock market or over-the-counter market.
About the Stock token, this is what we have:
Thesis: Allowing the User to access, quickly and directly, the S&P 500 – index, which encompasses the 500 largest companies in the world listed and domiciled in the main stock markets of the USA – and exposing the User to the potential gain of emerging economies for the next decade.
Composition: 88% iShares Core S&P 500 ETF; 10% Vanguard FTSE Emerging Markets ETF; 2% cash
Benchmark MSCI ACWI Index https://www.msci.com/our-solutions/indexes/emerging-markets
Goals: Keeping the token within two percentual points or 20% of deviation, analyzing daily.
11. Bonds are fixed-rate securities from abroad, issued by companies or countries to raise funds in the market in order to finance projects or activities in exchange for interest paid to investors.
About the bond token, this is what we have:
Thesis: Keeping the power of purchase of the User’s assets in dollars through the formation of a token with mid-term securities indexed to the inflation of the USA, if the economy finds itself in a downturn cycle and keeping the power of purchase of the User’s assets in dollars through the formation of a token with mid-term securities indexed to the inflation of the USA and prefixed long-term securities, if the cycle is of expansion.
Composition: 98% of Vanguard Short-Term Inflation-Protected Securities ETF; 2% cash
Benchmark: fed fund rate
https://fred.stlouisfed.org/series/FEDFUNDS
Goals: Keeping the token within two percentual points or 20% of deviation, analyzing daily.
12. Commodities are basic raw materials such as corn, dollars, oxes, coffee, petroleum, gold and others, and may be soft or hard. Its main characteristic is being minimally processed, being used in the manufacturing of products with higher added value.
About the commodity token, this is what we have:
Thesis: Allowing the User to easily and directly access the economy’s primary sector, investing in power generation, precious metals, industrial metals and agriculture.
Composition: 98% Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF; 2% cash.
Benchmark: S&P GCSI
https://www.spglobal.com/spdji/pt/indexes/commodities/sp-gsci/#overview
Goals: Keeping the token within two percentual points or 20% of deviation, analyzing daily.
13. Reits, acronym for Real Estate Investment Trust, i. e., American real estate investment funds.
About the Reit token, this is what we have:
Thesis: Allowing the User to easily and directly access the global Market of Reits, providing exposure to real estate types that present scarcity and usefulness within the following sectors: Infrastructure, Industry, offices, healthcare, self-storage, data centers, gaming, retail.
Composition:
Benchmark: Dow Jones U.S. Real Estate Index
Goal: Beating the benchmark every six months.
II. General Provisions
1. About These Terms
a. Contractual Relationship
These Terms constitute a legal agreement and create a binding contract between you and Byebnk Operators.
b. Supplementary Terms
Due to the rapid development of Stock tokens, Bond tokens, Commodity tokens, Reit tokens and Digital Asset tokens, as well as the Byebnk token, these Terms between you and Byebnk Operators do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, THE PRIVACY POLICY, BYEBNK PLATFORM RULES, AND ALL OTHER AGREEMENTS ENTERED INTO SEPARATELY BETWEEN YOU AND BYEBNK ARE DEEMED SUPPLEMENTARY TERMS THAT ARE AN INTEGRAL PART OF THESE TERMS AND SHALL HAVE THE SAME LEGAL EFFECT. YOUR USE OF BYEBNK SERVICES IS DEEMED YOUR ACCEPTANCE OF THE ABOVE SUPPLEMENTARY TERMS.
c. Changes to These Terms
Byebnk reserves the right to change or modify these Terms in its discretion at any time. Byebnk will notify such changes by updating the terms on its website. ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF BYEBNK SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING BYEBNK SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF BYEBNK SERVICES.
d. Prohibition of Use
BY ACCESSING AND USING BYEBNK SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. BYEBNK RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF BYEBNK SERVICES IN CERTAIN COUNTRIES OR REGIONS.
2. About Byebnk
As an important part of the Byebnk Ecosystem, Byebnk mainly serves as a global online platform for investing in Digital Asset tokens, as well as Stock tokens, Bond tokens, Commodity tokens and Reit tokens.
Byebnk does not offer or make available any type of securities from any jurisdiction and does not make recommendations or provide consulting services in financial, legal or tax-related investments.
As further detailed in Article 3 below, Users must register and open an account with Byebnk, and remit funds to Byebnk into their account prior to trading. Users may, subject to the restrictions set forth in these Terms, apply for the withdrawal of the funds invested, aware that they may fluctuate significantly and that there is a substantial risk of economic loss in buying, selling, holding or investing in Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Assets.
Although Byebnk has been committed to maintaining the accuracy of the information provided through Byebnk Services, Byebnk cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall Byebnk be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about Byebnk Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. Byebnk does not provide investment or consulting advice of any kind, and is not responsible for the use or interpretation of information on Byebnk or any other communication medium. All Users of Byebnk Services must understand the risks involved in trading Stock Tokens, Bond tokens, Commodity tokens, Reit tokens and Digital Asset tokens, and are recommended to exercise prudence and trade responsibly within their own capabilities.
3. Byebnk Account Registration and Requirements
a. Registration
All Users must apply for a Byebnk Account at (https://accounts.byebnk.com/en/register) before using Byebnk Services. When you register a Byebnk Account, you must provide your real name, email address and password, and accept these Terms, the Privacy Policy, and other Byebnk Platform Rules. Byebnk may refuse, in its discretion, to open a Byebnk Account for you. You agree to provide complete and accurate information when opening a Byebnk Account, and agree to timely update any information you provide to Byebnk to maintain the integrity and accuracy of the information. Only one User can be registered at a time, but each individual User (including any User that is a business or legal entity) may maintain only one main account at any given time. Institutional Users (including Users that are businesses and other legal entities) can open one or more subaccounts under the main account with the consent of Byebnk.
For certain Byebnk Services, you may be required to set up a special account independent from your Byebnk Account, based on the provisions of these Terms or the Supplementary Terms. The registration, use, protection and management of such trading accounts are equally governed by the provisions of this article and article 6, unless otherwise stated in these Terms or the Supplementary Terms.
b. Eligibility
By registering to use a Byebnk Account, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you have not been previously suspended or removed from using Byebnk Services; (iv) you do not currently have a Byebnk Account; (v) you are neither a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user; nor are you acting on behalf of a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user. If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; (vi) your use of Byebnk Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
Please note that some products and services may not be available in certain jurisdictions or regions or to certain users. Byebnk reserves the right to change, modify or impose additional restrictions at its discretion at any time.
c. User Identity Verification
Your registration of an account with Byebnk will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through Byebnk, or for other lawful purposes stated by Byebnk. We will collect, use and share such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. When providing the required information, you confirm it is true and accurate. AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, BYEBNK RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF BYEBNK SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO BYEBNK DURING YOUR USE OF BYEBNK SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORIZE BYEBNK TO CONDUCT INVESTIGATIONS THAT BYEBNK CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR BYEBNK FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.
d. Account Usage Requirements
The Byebnk Account can only be used by the account registrant. Byebnk reserves the right to suspend, freeze or cancel the use of Byebnk Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify Byebnk immediately. Byebnk assumes no liability for any loss or damage arising from the use of Byebnk Account by you or any third party with or without your authorization.
If you cancel the use of your Byebnk account, you hereby give Byebnk your consent to close and settle all your investments made through your Byebnk account, regardless of the financial consequences of such closing and settling.
To make investments through your Account, you must make deposits of the funds that will be invested in the account(s) indicated by Byebnk, giving your consent to the Operators of Byebnk for them to perform, on your behalf and as your agents, the foreign-exchange contract and, consequently, the remittance of funds to Byebnk overseas. Only after receiving the remittance of funds will Byebnk allow you to manage and make investments through your Byebnk Account and Services.
e. Account Security
Byebnk has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for Byebnk Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Byebnk Account and personal information.
You should be solely responsible for keeping safe of your Byebnk Account and password, and be responsible for all the transactions under your Byebnk Account. Byebnk assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating a Byebnk Account, you hereby agree that:
. you will notify Byebnk immediately if you are aware of any unauthorized use of your Byebnk Account and password or any other violation of security rules;
. you will strictly abide by all mechanisms or procedures of Byebnk regarding security, authentication, trading, charging, and withdrawal; and
. you will take appropriate steps to logout from Byebnk at the end of each visit.
f. Personal Data
Your personal data will be properly protected and kept confidential, but Byebnk has the right to collect, process, use or disclose your personal data in accordance with the Terms (including the Privacy Policy) or applicable laws. Depending on the products or services concerned, your personal data may be disclosed to the following third parties:
. Byebnk Operators, and the shareholders, partners, investors, directors, supervisors, senior managers and employees of such entities;
. our joint ventures, alliance partners and business partners;
. our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;
. third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;
. insurance companies or insurance investigators and credit providers;
. credit bureaus, or any debt collection agencies or dispute resolution centers in the event of violation or dispute;
. business partners, investors, trustees or assignees (actual or expected) that promote business asset transactions (which can be broadened to include any merger, acquisition or asset sale) of Byebnk Operators;
. professional consultants such as auditors and lawyers;
. relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations formulated by government authorities;
. assignees of our rights and obligations;
. banks, credit card companies and their respective service providers;
. persons with your consent as determined by you or the applicable contract.
III. Byebnk Services
Upon completion of the registration and identity verification for your Byebnk Account, you may use various Byebnk Services, including but not limited to, the purchase of Digital Asset tokens, Stock tokens, Bond tokens, Commodity tokens and Reit tokens, the prices of which are indexed to the assets listed in part “I – Definitions” of these Terms, as well as market-related data, research and other information released by Byebnk, participating in User activities held by Byebnk, etc., in accordance with the provisions of these Terms (including Byebnk Platform Rules and other individual agreements).
Byebnk has the right to:
. Provide, modify or terminate, in its discretion, any Byebnk Services based on its development plan; and
. Allow or prohibit some Users’ use of any Byebnk Services in accordance with relevant Byebnk Platform Rules.
Byebnk assumes no liability for any loss that you may incur by virtue of any information released by Byebnk, being certain that the management and performance of investments through Byebnk Services is your sole and direct responsibility.
1. Service Usage Guidelines
a. License
Provided that you constantly comply with the express terms and conditions stated in these Terms, Byebnk grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Byebnk Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use Byebnk Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding Byebnk Services should be stipulated in the discretion of Byebnk. Byebnk reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Byebnk Services in any way not expressly authorized by these Terms.
These Terms only grant a limited license to access and use Byebnk Services. Therefore, you hereby agree that when you use Byebnk Services, Byebnk does not transfer Byebnk Services or the ownership or intellectual property rights of any Byebnk intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Byebnk Services, are exclusively owned, controlled and/or licensed by Byebnk Operators or its members, parent companies, licensors or affiliates.
Byebnk owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Byebnk or Byebnk Services that you provide through email, Byebnk Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Byebnk. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
b. Restriction
When you use Byebnk Services, you agree and undertake to comply with the following provisions:
. During the use of Byebnk Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of Byebnk;
. Your use of Byebnk Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using Byebnk Services;
. You agree not to use the services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
. Without written consent from Byebnk, the following commercial uses of Byebnk data are prohibited:
1) Trading services that make use of Byebnk quotes or market bulletin board information.
2) Data feeding or streaming services that make use of any market data of Byebnk.
3) Any other websites/apps/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from Byebnk.
Without prior written consent from Byebnk, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
You may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of Byebnk Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Byebnk Services; (ii) attempt to access any part or function of the properties without authorization, or connect to Byebnk Services or any Byebnk servers or any other systems or networks of any Byebnk Services provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of Byebnk Services or any network connected to the properties, or violate any security or authentication measures on Byebnk Services or any network connected to Byebnk Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of Byebnk Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Byebnk Services or Byebnk, or the infrastructure of any systems or networks connected to Byebnk services; (vi) use any devices, software or routine programs to interfere with the normal operation of Byebnk Services or any transactions on Byebnk Services, or any other person’s use of Byebnk Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Byebnk, or (viii) use Byebnk Services in an illegal way.
By accessing Byebnk Services, you agree that Byebnk has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
. Blocking and closing order requests;
. Freezing your account;
. Reporting the incident to the authorities;
. Publishing the alleged violations and actions that have been taken;
. Deleting any information you published that are found to be violations.
c. Orders
Upon sending an instruction of using Byebnk Services for and investment and/or divestiture transaction in Stock tokens, Bond token, Commodity token, Reit token and/or Digital Asset toke (an “Order”), your account will be immediately updated until 5 pm (Brasilia Standard Time), on business days, or on the next day. The Order may be for the Byebnk token, if that option is activated by the User, or, if it is not, the Order will be for the investment determined by the User. Once the Order is executed by Byebnk, a transaction will be performed (a “Transaction”). Once the Transaction is executed, your account will be updated to reflect that the Order has been fully executed. To conclude a Transaction originating from an Order with the Byebnk Token deactivated, you must save the Order after it is submitted. The User, in any situation, authorizes Byebnk to temporarily control the Stock tokens, the Bond tokens, the Commodity tokens, the Reit tokens and/or Digital Asset tokens involved in the transaction.
d. Cancelation
Orders already executed cannot be changed and/or canceled. Byebnk reserves the right to reject any cancellation request related to the Order you have submitted. If your account does not have sufficient amount of funds to execute an Order, Byebnk may cancel the entire Order, or execute part of the Order with the amount of funds that you have in your account.
e. Fees
A User’s Fee will be due for the use of the Byebnk platform, corresponding to the percentage of one per cent (1.0%), thus calculated: (i) during the Investment Period, the User’s Fee will be calculated on the amount of capital invested in tokens (Stock, Commodities, Reits and/or Digital Assets). For the Bond token, the fee will be of zero point two per cent (0.2%).
The User’s Fee will be daily reckoned and provisioned, being paid monthly until the fifth (5th) business day of the month subsequent to Byebnk Services.
The Byebnk Token, which is the calibration used by our team of all types of investments possible under the Byebnk platform, does not have a user’s fee, only a fee of use performance having the S&P500 as its reference index.
In addition to part of the User’s Fee, Byebnk will be entitled to the Fee of Use Performance, in the amount of ten per cent (10%) per semester, for Stock tokens and/or Commodity tokens and/or Reit tokens. For the Byebnk Token, the Fee of Use Performance is in the amount of ten per cent (10%). In both cases, the Fee of Use Performance will be calculated on the amount exceeding the capital invested, adjusted by the following indexes:
. Investment in Stock tokens: MSCI ACWI reference index;
. Investment in Bond tokens: Fee of Use Performance not charged;
. Investment in Commodity tokens: reference index: iShares S&P GSCI Commodity-Indexed Trust;
. Investment in Reit tokens: reference index: Dow Jones U.S. Real Estate Index
. Investment in Digital Asset tokens: price of the Bitcoin in American dollars.
At last, an order fee of 1.5% (one and a half percent) will be due over the FX operations.
IV. Liabilities
1. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, BYEBNK SERVICES, BYEBNK MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BYEBNK ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND BYEBNK EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, BYEBNK DOES NOT REPRESENT OR WARRANT THAT THE SITE, BYEBNK SERVICES OR BYEBNK MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BYEBNK DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF BYEBNK SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT BYEBNK WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY BYEBNK AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY BYEBNK; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY BYEBNK.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
2. Disclaimer of Damages and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BYEBNK, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF BYEBNK SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF BYEBNK SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BYEBNK AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF BYEBNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF BYEBNK’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF BYEBNK, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF BYEBNK AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF BYEBNK SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO BYEBNK UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
3. Indemnification
You agree to indemnify and hold harmless Byebnk Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, Byebnk Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of Byebnk Services. If you are obligated to indemnify Byebnk Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, Byebnk will have the right, in its sole discretion, to control any action or proceeding and to determine whether Byebnk wishes to settle, and if so, on what terms.
V. Announcements
Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on www.byebnk.com/pt-BR/support/announcement . USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. BYEBNK WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.
VI. Termination of Agreement
1. Suspension of Byebnk Accounts
You agree that Byebnk shall have the right to immediately suspend your Byebnk Account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, the Byebnk token or funds in all such accounts, and suspend your access to Byebnk for any reason, including if Byebnk suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that Byebnk shall not be liable to you for any permanent or temporary modification of your Byebnk Account, or suspension or termination of your access to all or any portion of Byebnk Services. Byebnk shall reserve the right to keep and use the transaction data or other information related to such Byebnk Accounts. The above account controls may also be applied in the following cases:
. The Byebnk Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
. We detect unusual activities in the Byebnk Account;
. We detect unauthorized access to the Byebnk Account;
. We are required to do so by a court order or command by a regulatory/government authority.
2. Cancellation of Byebnk Accounts
In case of any of the following events, Byebnk shall have the right to directly terminate these Terms by cancelling your Byebnk Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your Byebnk Account on Byebnk and withdraw the corresponding Byebnk Account thereof:
. after Byebnk terminates services to you;
. you allegedly register or register in any other person’s name as a Byebnk User again, directly or indirectly;
. the information that you have provided is untruthful, inaccurate, outdated or incomplete;
. when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your Byebnk Account or by other means;
. you request that Byebnk Services be terminated; and
. any other circumstances where Byebnk deems it should terminate Byebnk Services.
Should your Byebnk Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the account termination process, Byebnk shall have the right to notify your counterparty of the situation at that time.
You acknowledge that a user-initiated account exit will also be subjected to the termination protocol stated above.
If Byebnk is informed that any investiments made in Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, in the Byebnk token or funds kept in your Byebnk account are stolen or otherwise are not lawfully possessed by you, Byebnk may, but has no obligation to, place an administrative hold on the affected funds and your Byebnk Account. If Byebnk does lay down an administrative hold on some or all of your funds or Byebnk Account, Byebnk may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Byebnk has been provided to Byebnk in a form acceptable to Byebnk. Byebnk will not involve itself in any such dispute or the resolution of the dispute. You agree that Byebnk will have no liability or responsibility for any such hold, or for your inability to withdraw amounts invested in Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, in the Byebnk token or funds or execute trades during the period of any such hold.
3. Remaining Funds invested in Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, and in the Byebnk token After Byebnk Account Termination
Except as set forth in paragraph 4 below, once a Byebnk Account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to Byebnk) will be payable immediately to Byebnk. Upon payment of all outstanding charges to Byebnk (if any), Users will have 5 business days to withdraw all amounts invested in Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, as well as in the Byebnk token, or funds from the account.
4. Remaining Funds invested in Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, and in the Byebnk token After Byebnk Account Termination Due to Fraud, Violation of Law, or Violation of These Terms
Byebnk maintains full custody of the Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, as well as the Byebnk token, funds and User data/information which may be turned over to governmental authorities in the event of Byebnk Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.
VII. No Financial Advice
Byebnk is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using Byebnk Services. No communication or information provided to you by Byebnk is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. Byebnk does not recommend investments in any Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, as well as the Byebnk token, which means that the decision of investing or divesting is totally yours. Before making the decision to buy, sell or hold any Stock tokens, Bond tokens, Commodity tokens, Reit tokens and/or Digital Asset tokens, as well as the Byebnk token, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. Byebnk will not be held responsible for the decisions you make based on the information provided by Byebnk.
VIII. Compliance with Local Laws
It is Users’ responsibility to abide by local laws in relation to the legal usage of Byebnk Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. ALL USERS OF BYEBNK SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT BYEBNK WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS. Byebnk maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.
IX. Privacy Policy
Access to Byebnk Services will require the submission of certain personally identifiable information. Please review Byebnk’s Privacy Policy at www.byebnk.com/pt-BR/privacy for a summary of Byebnk’s guidelines regarding the collection and use of personally identifiable information.
X. Resolving Disputes: Forum, Arbitration, Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
1. Notice of Claim and Dispute Resolution Period. Please contact Byebnk first! Byebnk wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with Byebnk, then you should contact Byebnk and a ticket number will be assigned. Byebnk will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Byebnk, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Byebnk. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your Byebnk account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with Byebnk. After you have provided the Notice of Claim to Byebnk, the dispute referenced in the Notice of Claim may be submitted by either Byebnk or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to Byebnk for resolution internally and the delivery of a Notice of Claim to Byebnk are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or Byebnk shall not be disclosed to the arbitrator.
2. Agreement to Arbitrate and Governing Law. You and Byebnk Operators agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and Byebnk (and/or Byebnk Operators) arising in connection with or relating in any way to these Terms or to your relationship with Byebnk (and/or Byebnk Operators) as a user of Byebnk Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and Byebnk Operators further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favor of anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive termination of these Terms. Arbitration Rules. The arbitration shall be subject to the HKIAC Administered Arbitration Rules (HKIAC. Rules) in force when the Notice of Arbitration is submitted, as modified by this Section X. The arbitration will be administered by the Hong Kong International Arbitration Centre (HKIAC). Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the HKIAC Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED. Time for Filing: ANY ARBITRATION AGAINST BYEBNK OPERATORS MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN PARAGRAPH 1 OF THIS SECTION, ABOVE. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Process; Notice: The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1, above, must submit a request to the HKIAC in accordance with the HKIAC Rules. If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Byebnk is up-to-date and accurate. Seat of Arbitration: The seat of the arbitration shall be Hong Kong. Place of Hearing: The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties. Governing Law: These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong. Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.
3. Class Action Waiver. You and Byebnk agree that any claims relating to these Terms or to your relationship with Byebnk as a user of Byebnk Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Byebnk further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Byebnk.
4. Modifications.Byebnk reserves the right to update, modify, revise, suspend, or make any future changes to Section X regarding the parties’ Agreement to Arbitrate, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Section is up to date. Subject to the applicable law, your continued use of your Byebnk account shall be deemed to be your acceptance of any modifications to Section X regarding the parties’ Agreement to Arbitrate. You agree that if you object to the modifications to Section X, Byebnk may block access to your account pending closure of your account. In such circumstances, the Terms of Use prior to modification shall remain in full force and effect pending closure of your account.
XI. Miscellaneous
1. Independent Parties. Byebnk is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
2. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of Byebnk Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
3. Interpretation and Revision. Byebnk reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on Byebnk websites. It is your responsibility to regularly check relevant pages on our websites/applications to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of Byebnk Services and cancel your account. You agree that, unless otherwise expressly provided in these Terms, Byebnk will not be responsible for any modification or termination of Byebnk Services by you or any third party, or suspension or termination of your access to Byebnk Services.
4. Force Majeure. Byebnk will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Byebnk’s reasonable control.
5. Severability. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
6. Assignment. You may not assign or transfer any right to use Byebnk Services or any of your rights or obligations under these Terms without prior written consent from Byebnk, including any right or obligation related to the enforcement of laws or the change of control. Byebnk may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
7. Waiver. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
8. Third-Party Website Disclaimer. Any links to third-party websites from Byebnk Services does not imply endorsement by Byebnk of any product, service, information or disclaimer presented therein, nor does Byebnk guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, Byebnk will not be liable for such loss. In addition, since Byebnk has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.
9. Contact Information. For more information on Byebnk, you may refer to the company and license information found on Byebnk websites. If you have questions regarding these Terms, please feel free to contact Byebnk for clarification via our Customer Support team at help.byebnk.
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