Terms & Conditions

These Terms are divided into the following sections, which are deemed incorporated in their entirety by and in any reference to these Terms:

Section 1 – Key Definitions and Introduction

Section 2 – Account Terms applicable to your uBUCK Account

Section 3 – Generally Applicable Terms

Section 1: Key Definitions and Introduction

  • Key Definitions:

    • uBUCK: The mobile application that performs functions such as purchasing uBUCK PIN Vouchers, enabling payments to vendors and users on the uBUCK network. The uBUCK system has the ability to support multiple bank sponsored card programs through API for funding a uBUCK Debit Card provided by sponsor bank .
    • uBUCK Wallet: uBUCK system supports individual wallets to store value which can be transferred to other wallet holders.. A digital wallet refers to an electronic online service that allows an individual to perform electronic transactions. This can include purchasing items online using any web enabled device with the ability to download either the APP from the stores of ios or play store this will enable them to purchase any online offering offered by Ubuck or use companion virtual bank card .
    • uBUCK Voucher: The PIN Voucher are store value that is available on the uBUCK closed loop stores and within the enable PIN network. uBUCK Vouchers are not money or legal tender and are not a monetary instruments.
    • uBUCK Cash: Utility token used within the uBUCK Pay app to purchase goods or services and make payments and transfers to other uBUCK Tech users or merchants. uBUCK Cash are not money or legal tender and are not monetary instruments. Once you have uBuck Cash, you can transfer them, trade them, keep them, use them to pay persons that will accept uBuck Cash or redeem them for US dollars from the Company, subject to the limitations outlined and are fully backed by US dollars held by the Company. The US dollars that back uBuck Cash come from the US dollars used to purchase uBuck vouchers. uBuck Cash is a Waves token under the Waves public blockchain, because of this uBuck Cash may be compatible with existing third party software that support Waves tokens.
    • uBUCK DebitCard:DebitMastercard that is funded with fiat currency by a uBUCK the user to make purchases online and or withdraw cash at ATMs.
  • Parties

    These Terms of Service (these “Terms”) constitute a framework agreement between you (the “User”, “you” or “your”) and uBUCK Technologies SEZC, a company incorporated in the Cayman Islands, with a company number TB345SEZ and whose registered offices are at Strathvale House 90 north Church St. 5th Floor, Georgetown Cayman Islands, KY1-1003 (, “uBUCK Tech”)

    All transactions will be governed according to section 27.3 of these Terms .

  • Eligibility

    To be eligible to use uBUCK Pay, you must be at least 18 years old. The uBUCK available to you depends in part upon the country, U.S. state or Canadian province from which you access uBUCK. Access from certain states may be prohibited. Your uBUCK Pay account encompasses the following: uBUCK Pay account allows users to store supported values in uBUCK, it tracks, transfers, and manages any value converted to uBUCK which users can move stored value to purchase within the system . Any Non-government issued store value can pose substantial risk, therefore carefully consider whether holding stored value are suitable for you in light of your financial condition.

  • Disclosure of Material Risk

    Prior to establishing a relationship with uBUCK Tech and entering into a transaction, you should understand the terms and conditions. Accounts and value balances are not subject to Federal Deposit Insurance Corporation (“FDIC”), Canadian Deposit Insurance Corporation (“CDIC”), Cayman Islands Monetary Authority (“CIMA”), Securities Investor Protection Corporation (“SIPC”) or the Canadian Investor Protection Fund (“CDIF”) protections; Legislative and regulatory changes or actions at the state, provincial, federal, or international level may adversely affect the use, transfer, exchange, and value of your account Transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; Transactions shall be deemed to be made when recorded on a ledger, which is not necessarily the date or time that the customer initiates the transaction.

  • Registration of a uBUCK Account

    In order to create a uBUCK Account and conduct transactions using uBUCK Vouchers , you must first register by providing your legal name, email address, phone number and password and affirming your acceptance of this Agreement and our Privacy Policy. Where you initiated your uBUCK Account registration, you must continue to register your Account through the uBUCK app using the username and password you used when accessing the Service. uBUCK may, in our sole discretion, refuse to allow you to establish a uBUCK Account, or limit the number of uBUCK Accounts that a single user may establish and maintain at anytime.

  • Identity Verification for Individuals

    In order to use certain features of the uBUCK Pay App, you may be required to provide uBUCK Tech with certain personal information, including, but not limited to, your full legal name, current residential address, telephone number, e-mail address, date of birth, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number) according to our Privacy Policy. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update uBUCK Tech if any information changes. You hereby authorize uBUCK Tech to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth) to use your mobile number, name, address, email, network status, customer type, customer role, billing type. See our Privacy Policy to learn more about how we treat your data.

  • Identity Verification for Legal Entities

    If you are registering to use the uBUCK Pay App on behalf of a legal entity (“business”), you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.

    Individual owners of a legal entity with at least 25% or greater ownership are subject to the Identity Verification for Individuals above. In order to use uBUCK Pay on behalf of a legal entity, you must register your business using a Corporate uBUCK Pay Account and provide uBUCK Tech with certain information about the business including, but not limited to, legal entity name, address, website, formation type and information, tax identification number, business description and the reason for using uBUCK Pay. You will be required to upload corporate documentation to verify certain business information, including the tax identification number, bank account, and business formation. In certain circumstances, you may be asked for specific business licenses to verify that your business is legally entitled to operate in your jurisdiction. In submitting this or any other business information as may be required, you verify that the information is accurate and authentic, and you agree to update uBUCK Tech if any information changes. You hereby authorize uBUCK Tech to, directly or through third parties make any inquiries we consider necessary to verify the legal entity and/or protect against fraud, including to query business information contained in public reports (e.g., legal entity name, address, past addresses, or owners), to query account information associated with your linked business bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

    • The relevant Card Issuer Terms.
    • uBuck Tech’s Privacy Policy, Data Use and Retention Policy, available HERE; and
    • Our Fees Section, available HERE
    • Where there is any conflict between any provisions contained in the terms referenced at (a) to (c) above, the following order of priority shall be applied; for the avoidance of doubt the first mentioned taking precedence over those subsequently following terms.

SECTION 2 – ACCOUNT TERMS

  1. GENERAL

    1.1 These Terms commence on the day that you apply for a uBUCK Pay Account and shall continue until terminated in accordance with these Terms. They govern (a) your use of uBUCK Pay; (b) all uBUCK Pay Transaction(s); (c) opening of a uBUCK Pay account; (d) your ordering and use of a uBUCK Debit Card; and (e) all uBUCK Tech enters into or provides to you.

    1.2 As a condition of Verification and your use of uBUCK Pay and your entry into uBUCK Pay, uBUCK Tech reserves the right to require you to provide us with such documentation, information and photographs and/ or require from you real-time facial recognition through the Website or uBUCK Pay App, as applicable, as we may reasonably request from you to comply with our regulatory obligations. You acknowledge that where you fail to provide such information or to satisfy such facial or fingerprint recognition, uBUCK Tech may take such steps as it deems necessary to prevent your use of the uBUCK Pay App. These Terms incorporate by this reference any Supplemental Terms as may be applicable to your use of uBUCK Pay from or in your Territory.

    1.3 The uBUCK Debit Card Terms which govern your use of your uBUCK Debit Card and are as set out in the following Terms.

  2. uBUCK ACCOUNT-HOLDER VERIFICATION AND KYC

  3. 2.1 - It is uBUCK Tech’s policy to prohibit and actively prevent money laundering (“ML”) and any activity that facilitates money laundering or terrorism financing (“TF”) or criminal activities. uBUCK Tech is subject to regulation designed to combat Money Laundering (ML) and Terrorist Financing and Transfer of Funds Regulations 2017, (TF) as set out in all legislations as applicable.

    2.2 - uBUCK Tech considers a range of anti-money laundering legislation and guidance, including but not limited to: the Financial Action Task Force (“FATF”) regulations and guidelines; JMLSG Guidance Notes; the UK’s Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, the Money Laundering Regulations 2007; the Proceeds of Crime Act 2002 (as amended by the Crime and Courts Act 2013 and the Serious Crime Act 2015); the Terrorism Act 2000 (as amended by the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006 and the Terrorism Act 2000 and Proceeds of Crime Act 2002 (Amendment) Regulations 2007; Canada’s Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA); the US Bank Secrecy Act 1970 and the US Patriot Act 2001; the Asia-Pacific Group on Money Laundering Guidelines; Singapore’s Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act: the Organised Crime Act 2015: the Mutual Assistance in Criminal Matters Act; Japan’s Act on Punishment of Organised Crimes and Control of Crime Proceeds (Act No. 136 of 1999) (the Act on Punishment of Organised Crimes); and the Act on Prevention of Transfer of Criminal Proceeds (Act No. 22 of 2007); Australia’s Proceeds of Crime Act 2002, the Anti-money Laundering and Counter-terrorism Financing Act 2006; and the Financial Transaction Reports Act 1988; the Cayman Islands Monetary Authority’s THE PROCEEDS OF CRIME LAW (2017 Revision) ANTI-MONEY LAUNDERING REGULATIONS (2018 Revision).

    2.3 - uBUCK Tech also reviews other regulatory authorities’ guidance and internationally accepted regulations to prevent money laundering and to combat terrorism financing.

    2.4 - uBUCK Tech insists on a comprehensive and thorough KYC and AML compliance framework according to our AML / KYC Policy. This includes monitoring of suspicious transactions and obligatory reporting to local regulators and other compliance bodies.

    2.5 - uBUCK Tech reserves the right to refuse registration to persons from jurisdictions that do not meet international AML standards.

    2.6 - uBUCK Tech reserves the right to carry out uBUCK Pay Account-holder diligence verification of its users and their transactions. Enhanced uBUCK Pay Account-holder review may be carried out periodically at our discretion as part of our ongoing risk assessment. In addition to this, any attempt to abuse uBUCK Pay or uBUCK Tech’s platform will result in immediate account suspension and reporting violations to respective authorities.

    2.7 - The uBUCK Tech AML and KYC policies are as follows:

    • Transactions conducted via the uBUCK platform will be subject to AML transaction monitoring.

    • Identity and proof of address documents and transaction records will be maintained for at least six years and will be submitted to regulators as required without prior notification to registered users.

    • uBUCK Tech may at any time without liability and without disclosing any reason, suspend the operation of your uBUCK Pay account. uBUCK Tech shall notify you after exercising its rights under this Clause 2.

    2.8 - In compliance with its various obligations relating to preventing ML and TF uBUCK’s licensed network has:

    • Appointed a Compliance Officer, as required by the applicable laws.

    • Appointed a Compliance Officer who will take on responsibility for AML and Financial Crime.

    • Systems to verify the identification of clients using internal and external identity solution providers.

    • Processes where any knowledge or suspicions of money laundering will be reported.

    • Training for all relevant staff on AML.

    • Systems to monitor our controls.

    • A process to retain adequate records.

    2.9 - To be eligible to use uBUCK Pay, you must:

    • pass our regulatory due diligence checks;

    • not be in breach of these Terms; and

    • not have had any previous uBUCK Pay Account closed by us or blocked by us. We may at our discretion permit your use of uBUCK Pay notwithstanding that you have had a uBUCK Pay Account previously closed or blocked.

    2.10 - uBUCK Pay Account-holder Information

    You confirm that you are at least 18 years of age, that you have provided correct Information during the process of creating a uBUCK Pay Account and that you are an individual acting solely on your own behalf and are not acting for a purpose related to a trade, business or profession. You undertake that, if your details change, you will notify us immediately. You agree and acknowledge that uBUCK Tech shall not be liable for any losses that occur due to the submission of invalid, incorrect or inaccurate Information. You agree to cooperate with all requests made by us or any of our third party service providers on our behalf in connection with your uBUCK Pay Account, to identify or authenticate your identity or validate your funding sources for uBUCK Pay, uBUCK Voucher Transactions. This may include, but is not limited to, asking you for further information that will allow uBUCK Tech to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your Information against third party databases or other sources as we choose.

    2.11 - We reserve the right to close, suspend, or limit access to your uBUCK Pay Account in the event we are unable to obtain or verify such Information or you do not comply with our requests under this Clause.

    2.12 - We may confidentially verify the information you provide to us or which we obtain ourselves or through third parties from secure databases. By entering into these Terms, you confirm that you consent to us or a third party on our behalf carrying out such verifications.

    2.13 - You must ensure the information on your uBUCK Pay Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Your uBUCK Pay Transaction Limit and Level will be adjusted accordingly while we verify your identity. We shall not be liable for any losses arising out of your failure to maintain up to date information.

    Verification of uBUCK Pay Account-holder Information

    2.14 - uBUCK Tech will verify your identity through the documentary means and/ or non-documentary means you provide to uBUCK Tech upon registering for a uBUCK Pay Account. uBUCK Tech reserves the right to use non-documentary means where necessary to verify the true identity of the uBUCK Pay Account-holder. To verify the identity of the uBUCK Pay Account-holder, uBUCK Tech may ask you for a copy of your Government-issued proof of identity (passport copy or driving licence or Government-issued National Identity Card), as well as proof of the uBUCK Pay Account-holder’s residential address (electricity, gas, cable, water or fixed landline phone bill less than three months old or bank statement) or may request any other document evidencing these.

    2.15 - We will verify the information provided to us within a reasonable time. Where we find suspicious information that indicates possible money laundering, terrorist financing activity, or other suspicious activity, we will, in conjunction with our MLRO/CAMLO report that activity in accordance with applicable laws and regulations.

    2.16 - Where we or our network partners are not able to confirm with a reasonable degree of certainty the true identity of the uBUCK Pay Account-holder and/or are not satisfied that the uBUCK Pay Account-holder presents an acceptable level of risk to uBUCK Tech, we may: (1) deactivate or suspend the account; (2) close an account after attempts to verify the uBUCK Pay Account-holder’s identity fail; and (3) determine whether it is necessary to inform applicable regulators and regulatory bodies in accordance with applicable laws and regulations.

    2.17 - uBUCK Tech may within a reasonable period of time after an account is opened (or earlier, if required by another law or regulation or directive issued in connection with an applicable list), determine whether a uBUCK Pay Account-holder appears on any government-issued list of known or suspected terrorists or terrorist organisations following which uBUCK Tech may, as required and/ or permitted by applicable laws, submit such information to applicable regulatory bodies.

    Record keeping

    2.18 - We maintain records of our verification for anti-money laundering purposes, including information provided by the uBUCK Pay Account-holder regarding their identity, as well as specific details contained within those documents. Subject to our Privacy, Data Use and Retention Policy and applicable Data Protection Laws, we will retain records of all identification information for six years from the date such information is provided to uBUCK Tech or an account is closed, whichever is later. The information we hold will be treated as confidential unless disclosure is required to a third party, in which case such disclosure shall be made in accordance with applicable laws and only to the extent required. We are legally obligated to collect and maintain this information, and may be legally obligated to continue maintaining it notwithstanding any request made by you to us to erase such information, where required and permitted under applicable Data Protection Laws and those relating to anti-ML.

    Reporting

    2.19 - Whilst uBUCK Tech does not have a recurring legal obligation to periodically report user activity to any particular foreign authority(ies), for example foreign police or tax authorities, where uBUCK Tech receives a request from any foreign authority, we will request that a formal enquiry is made by that foreign entity to the equivalent counterpart in the relevant territory in which your uBUCK Pay Account is administered. Where uBUCK Tech receives the request through the appropriate local authority, we are legally obligated, depending on the information requested, to cooperate with that enquiry. uBUCK Tech is not able to provide taxation advice or comment on individual cases.

    Suspicious Activity

    2.20 - uBUCK Tech reserves the right to monitor accounts for activity involving unusual transaction sizes, volumes, patterns or types and uBUCK Tech may in its sole discretion conduct further investigations in this respect.

    2.21 - uBUCK Tech may file one or more reports with any relevant regulatory authority(ies) where we know, suspect or have reason to suspect that a transaction facilitates criminal activity.

    2.22 - It is our policy that all suspicious activities will be reported regularly to the Board of Directors and appropriate senior management.

    Sanctions

    2.23 - uBUCK Tech is prohibited from transacting business with individuals, companies and countries that are on prescribed Sanctions lists. uBUCK will therefore screen against United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC) sanctions lists in all jurisdictions in which we operate.

    3.0 - YOUR uBUCK PAY ACCOUNT

    3.1 - You are able to store value in your uBUCK Pay Account.. uBUCK Tech does not guarantee the availability of all currencies oruBUCK Points in all Territories. Parts of uBUCK Pay may not be made available in your Territory for legal and/ or regulatory reasons.

    3.2 - To comply with applicable laws, uBUCK Tech may require you, by written notice, to exchange your balance within a period to be defined within that notice. Where you fail to comply with such requirement, uBUCK Tech may, at its sole discretion, exchange your balance to a supported currency (such as Euros, Dollars or Yens) at the prevailing Exchange Rate and deduct any applicable Fees.

    3.3 - Individual uBUCK Pay accounts associated with Supported Currencies for the stored value l Currencies are administered on uBUCK Tech’s behalf by the applicable Card Issuer, depending on your location. This is not the same as a banking institution holding money for you. Neither we nor our Card Issuer use the funds to invest or lend to other persons or entities. Your Digital Currency will not accrue interest. The funds corresponding to Digital Currency will be held in one or more segregated bank accounts or multi-signature wallets, as applicable, separately from uBUCK Tech’s own funds. uBUCK Pay Accounts for Supported Fiat Currencies are administered by the relevant Card Issuer.

    3.4 - PLEASE NOTE, THE DIGITAL VOUCHERS TO BE USED FOR STORE VALUE HELD IN YOUR UBUCK ACCOUNT IS NOT COVERED BY ANY STATUTORY PROTECTIONS AFFORDED TO BANKS, SUCH AS THAT UNDER THE UK FINANCIAL COMPENSATION SCHEME, ADMINISTERED BY THE UK FCA, THE FDIC DEPOSIT INSURANCE SCHEME ADMINISTERED BY THE FDIC IN THE USA, CIMA IN THE CAYMAN ISLANDS OR THE CDIC IN CANADA. IF YOU ARE IN DOUBT AS TO WHETHER YOUR FUNDS ARE APPROPRIATELY PROTECTED TO MEET YOUR INDIVIDUAL REQUIREMENTS, PLEASE SEEK INDEPENDENT LEGAL ADVICE.

    3.5 - Your uBUCK Pay Account, which stores Virtual Values issued to you by uBUCK Tech in exchange for receiving money from you or on your behalf.

    3.6 - You may be required to provide supplemental information to us to be able to use the full functionality of the uBUCK Pay App.

    4.0 RESTRICTIONS ON YOUR USE OF THE UBUCK

    4.1 Term Breach Definitions:

    • Use of the uBUCK Pay for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials, counterfeit products, unlawful gambling activities, funding of terrorist organizations, the unlawful purchase or sale of tobacco, cannabis, firearms, prescription drugs, other controlled substances or other products prohibited by law. uBUCK Tech will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator.
    • Any use of uBUCK Pay to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the uBUCK, or to obtain goods without paying the amount due or partially full; Use uBUCK Pay to engage in debt-collection activities; use uBUCK Pay for commercial speculative trading purposes or any analogous activity. or use uBUCK Pay to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf; user of a uBUCK Pay Account that is linked to another uBUCK Pay Account that has engaged in any of these Restricted Activities;
    • Use your uBUCK Pay Account, uBUCK Vouchers or uBUCK Cash in a manner that the Card Issuer, Visa, MasterCard, American Express, Discover, Interac or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules; create more than one uBUCK Pay Account without our prior written consent; use uBUCK Pay for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of illegal goods or services; Use uBUCK Tech or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; act in a manner that is defamatory, libelous, threatening or harassing when using the uBUCK; provide us with false, inaccurate or misleading information;
    • Allow any of the currencies or store value in your uBUCK Pay Account to have a negative balance; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the uBUCK;
    • Any action that may cause us to lose any of the uBUCK Vouchers or uBUCK Cash from our servers, payment processors, or other suppliers; use the uBUCK App to test credit card behaviours; circumvent any uBUCK Tech policy or determinations about your uBUCK Pay Account including, but not limited to, attempting to create a new or additional uBUCK Pay Account when a uBUCK Pay Account has a negative balance or has been restricted, suspended or otherwise limited;
    • Creating new or additional uBUCK Pay Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s uBUCK Pay Account; harass our employees, agents, or other Users; uBUCK Tech’s choosing which indicates a higher level of risk associated with your use of uBUCK Pay.
    • use the uBUCK Pay App in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law; refuse or fail to provide further information about you or your business activities that we may reasonably request; conduct your business or use the uBUCK Pay App in a manner that leads us to receive a disproportionate number of claims or chargebacks;
    • reveal your uBUCK Debit Card number or uBUCK PIN voucher to anyone or use anyone else’s uBUCK Pay Account or uBUCK Debit Card; You must ensure that you only enter into uBUCK Pay Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. Where a person or entity accepts payments via a uBUCK Pay Transaction you should not infer that their supply or provision of the goods and services are legal.

    User Agreement: uBUCK Users will cooperate in any investigation or provide confirmation of your identity and/or any Information previously provided in the event of a formally records request from law enforcement; We reserve the right to refuse to perform a uBUCK Pay Transaction directly or indirectly associated with any country for which use of uBuck services is prohibited or restricted by law in such country. If uBUCK Tech, in its sole discretion, believes that you may have breached any provision of this Clause, we may take action to protect ourselves, other Users and third parties.

    The action we may take includes but is not limited to closing, suspending, or limiting your access to your uBUCK Pay Account or any or all of the uBUCK Tech Products; contacting other Users who have transacted with you; contacting your bank or credit card issuer; and/or warning other Users, law enforcement, or impacted third parties of your actions; updating inaccurate Information you have provided to us; taking legal action against you; terminating these Terms or access to the Website; fully or partially reversing a uBUCK Pay Transaction; and/or blocking your access to your uBUCK Pay Account temporarily or permanently. Where possible, uBUCKwill provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

    As a uBUCK Pay Account-holder, you can access the uBUCK Pay App, where you can, among other things;

    • top-Up your uBUCK Wallet;
    • verify your identity with us; see your uBUCK Pay Transaction History;
    • see the balance and currency of the Digital Currency and uBUCK Debit Card Balance held in your uBUCK Pay Account;
    • enable or disable your uBUCK Debit Card; change the PIN on your uBUCK Debit Card; access other security features relating to your uBUCK Pay Account;
    • confirm your blockchain wallet address of your uBUCK Cash wallet.

    Upon registering your details and successfully completing the verification of your uBUCK Pay Account through the necessary KYC checks using the information you provide to us, once you have been accepted as a uBUCK Pay Account-holder, we shall issue you your uBUCK Debit Card in accordance with any completed order you place with us through the uBUCK Pay App, subject to any issuance charges, as set out in the Fees Section.

    Your use of every physical uBUCK Debit Card is subject to the Card Issuer Terms. You may activate and deactivate a uBUCK Debit Card by calling the Card Issuer or by submitting a Customer Support Ticket on the uBUCK Pay website. Failure to disable the uBUCK Debit Card upon becoming aware of it being lost or stolen may mean that you lose your right to any compensation for an Unauthorised uBUCK Pay Transaction.

    5.0 - SECURITY

    5.1 - You must ensure that you take all reasonable steps to maintain the security of your uBUCK Debit Card by: keeping your Mobile and your Mobile PIN safe and secure; preventing unauthorised access to your uBUCK Pay App, including but not limited to ensuring that you have 2-factor authentication enabled at all times; and ensuring your uBUCK Debit Card PIN and other unique numbers (including CVV, expiry and card number) are kept safe and secure.

    The requirements of this Clause 7 are subject to you undertaking to do the following, which you acknowledge and agree to do, as well as other reasonable actions that can be reasonably inferred as being required on your part:

    • Logging out of the uBUCK Pay App or if inactive for 30 mins.
    • Keeping the Mobile device you use to gain access to the uBUCK Pay App safe and secure and locked with a secure password or other security mechanism;
    • Not writing down or telling anyone your PIN or password; Changing your PIN and password regularly; Not writing down or telling anyone your Card PIN or details of your uBUCK Debit Card;
    • Changing your uBUCK Debit Card PIN regularly.
    • Ensuring that the Mobile device(s) and email account(s) you use to communicate with us are secure and only accessed by you, as the Mobile device and e-mail address may be used to reset your Mobile PIN or to send information relating to the security of the uBUCK Pay App;

    If at any time you think that your Mobile PIN has been lost, stolen or any other person knows your Mobile PIN or anyone has access to your email account or Mobile device you use to communicate with us, you must inform our Customer service team immediately via the uBUCK website; keep your uBUCK Debit Card safe and secure; disabling your uBUCK Debit Card by informing our Customer service team via the uBUCK website or calling the Card Issuer or otherwise reporting to us, at any time; if you think the security of your uBUCK Debit Card is at risk, for example, if it is lost or stolen.

    All uBUCK Pay Transactions are processed by automated methods. Anyone who obtains access credentials to the uBUCK Pay App or access to a uBUCK Debit Card could use it to process uBUCK Pay transactions without your permission. If you notice misuse, theft or unauthorised use of your Mobile device, uBUCK Debit Card, Mobile PIN or Card PIN or any other activity that makes you suspicious, you must contact the Customer service team via the uBUCK Pay website, call the Card Issuer and if possible enable all of the appropriate security features on the uBUCK Pay App.

    If you suspect identity theft or theft of Digital Currency, we suggest that you contact the appropriate law enforcement agencies.

    6.0 - TOP-UPS TO YOUR uBUCK ACCOUNT

    6.1 - In order to Top-Up the value in your uBUCK Account, you will need to perform a Top-Up via a Credit Card, Debit Card, Bitcoin or Ethereum. We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of funds and stored value you can receive through the uBUCK Pay app. In order to lift your receiving limit, you must provide uBUCK Tech with any supplemental information we request according to the terms above. If you have a Top-Up limit on your uBUCK Pay account, you may be able to view the Top-Up Limit and access level by logging onto your uBUCK Pay App and accessing the Profile section. If you would like an increase on your Top-Up Limit, please contact Customer Service by submitting a ticket on the uBUCK Pay website.

    Top-Ups via Default Payment Card

    6.2 - In order to Top-Up via a Default Payment Card, you will need to add the details of the Default Payment Card within your uBUCK Pay App. You may only add details of your Default Payment Cards to your uBUCK Pay Payments Profile if you are the named holder of Credit Card.

    7.0 TOP-UPS via DIGITAL CURRENCY

    7.1 - You may also Top-Up your uBUCK Pay Account by purchasing uBUCK Vouchers via Bitcoin and Ethereum.

    8.0 uBUCK PAY TRANSACTIONS

    8.1 - uBUCK Tech may refuse to enter into a uBUCK Pay Transaction with you at any time and for any reason.

    8.2 - uBUCK Tech provides values and receipts for successful uBUCK Pay Transactions, which are accessible within the uBUCK Pay App. In addition to values and receipts, merchants should provide you with receipts when you enter into a uBUCK Debit Card Purchase. uBUCK Pay will not and is under no obligation to provide you with a physical receipt or other written confirmation in connection with any uBUCK Pay transaction.

    8.3 - In order to submit the request to enter into the Digital Currency Transfer, you will need to confirm the details which you have entered on the relevant part of the uBUCK Pay App. Once you have provided confirmation (provided the Counterparty is a uBUCK Pay User) by pressing ‘send’ then at that time we will have been deemed to have received your request to enter into the Digital Currency Transfer.

    9.0. DIGITAL CURRENCY TRANSFERS TO NON- uBUCK PAY USERS

    9.1 - If the Counterparty is not a uBUCK Pay User, then the request to enter into a Digital CurrencyTransfer shall be pending and not be deemed as received until the Counterparty is approved as a uBUCK Pay User within the 72 hours (excluding weekends and bank holidays in the relevant country as applicable) that the Digital Currency Transfer is pending. The Counterparty will receive an SMS and e-mail with instructions on how to open a uBUCK Pay account. Your authorization is required to give uBUCK Tech the permission to send an SMS or e-mail to the Counterparty on your behalf. If the Counterparty does not sign up to uBUCK Pay within 72 hours of the SMS or e-mail being sent to them, then the pending Digital Currency Transfer will be terminated. If the Counterparty is not a uBUCK Pay User then the request to enter into the Digital Currency Transfer will be pending and will not be deemed to have been received by us until the non-uBUCK Pay User has been accepted as a uBUCK Pay User; the Digital Currency Transfer should be completed at the latest by the end of the Business Day following the day upon which the Counterparty becomes a uBUCK Pay User, provided the Counterparty becomes a uBUCK Pay User before the pending Digital Currency Transfer lapses.

    Once your Digital Currency has been sent, you will be able to view the completed Digital Currency Transfer on the uBUCK Pay Transaction History section of the uBUCK Pay App. If you receive Digital Currency into your uBUCK Pay Wallets, we will send a notification to the uBUCK Pay App and display the payment in your uBUCK Pay Transaction History.

    10.0 ATM WITHDRAWALS

    10.1 - You can use your uBUCK Debit Card to withdraw cash from any Mastercard-supported ATM, whereby we will redeem and debit the equivalent sum of supported fiat currency held in your uBUCK Pay Wallet and you will be provided with the equivalent amount of cash. You will need to follow the instructions on the ATM machine to perform the ATM Withdrawal. This may involve entering your uBUCK Debit Card PIN. We charge for ATM Withdrawals in accordance with the charges set out in the Fees Section. If you choose to withdraw cash in a currency other than the currency for which you hold enough Fiat Currency in your uBUCK Debit Card Wallet, your withdrawal may be declined.

    10.2 - If you choose to withdraw cash using a currency conversion offered by the ATM owner, uBUCK Tech has no liability to you for that currency conversion. Please note that the ATM provider may, in addition charge its own fee for ATM Withdrawals which we have no control over or liability for.

    11.0. uBUCK CARD PURCHASE

    11.1 - You can use your uBUCK Debit Card to purchase goods either online or at a point of sale terminal anywhere that accepts MasterCard. Prior to making a uBUCK Debit Card purchase, you must add funds to your uBUCK Debit Card with U.S. Dollars. You will be charged a load fee according to our fee table. We will provide you with notice of any changes to the Fees in accordance with these Terms. You may be required to enter the details of your uBUCK Debit Card (the card number, expiry date and CVC/CVV number) or your Card PIN when you make a purchase.

    11.2 - If you choose to be charged for your purchase in a currency other than the currency for which you hold enough Digital Currency in your uBUCK Cash Wallet, then our Exchange Rate will be used.

    11.3 - Where a currency conversion is offered to you by the merchant and you choose to authorise the payment transaction on the basis of the merchant’s exchange rate and charges, uBUCK Tech has no liability to you for that currency conversion.

    11.4 - Please see our Card Issuer Terms for more information on payments using you uBUCK Debit Card.

    12.0 FEES

    12.1 The fees for uBUCK Pay are set out in the Fees Section. We will provide you with notice of any changes to the Fees in accordance with these Terms.

    12.2 The fees we charge for any uBUCK Pay Service is clearly shown on the uBUCK Pay App prior to you completing an action and accepted by you or a User.

    13.0. CARDS

    13.1 Fees for the delivery of replacement uBUCK Debit Cards shall be charged at the time the request for a uBUCK Debit Card is made. If your uBUCK Pay balance is insufficient to cover the fees for the delivery of the replacement uBUCK Debit Card, then we may refuse to issue the replacement uBUCK Debit Card. If your uBUCK Debit Card has been lost, stolen or misappropriated we will only charge you for the costs associated with replacing your uBUCK Debit Card and sending it to your applicable jurisdiction.

    14.0. TRANSACTIONS

    14.1 We deduct applicable fees in respect of any uBUCK Pay App Transaction from the currency balance in your uBUCK Pay App. Where your uBUCK Cash Wallet does not hold a sufficient balance to pay such fees, we shall deduct the equivalent fees from a different digital currency balance(s) calculated using our Exchange Rates. Where your uBUCK Cash Wallet does not hold sufficient value to pay your fees in any currency, you agree that uBUCK Tech may deduct applicable fees using the details of the Default Payment Credit Card you supplied when signing up for the uBUCK Pay App or which you subsequently provide to us. We reserve the right to suspend your access to your uBUCK Pay App if we are not paid on time any monies owing to us by you.

    15.0. ATM WITHDRAWALS

    15.1 ATM Withdrawal fees will be charged at the time the ATM Withdrawal is performed. If your uBUCK Cash Wallet balance is insufficient to cover the ATM Withdrawal fees, we may refuse to execute the ATM Withdrawal. Please be aware that some ATM providers charge additional fees for the use of their ATMs and some merchants add a surcharge for accepting certain types of cards. You may also be subject to merchant’s terms and conditions of business when you use the uBUCK Debit Card and it is your responsibility to review and agree these before proceeding with a uBUCK Debit Card Transaction.

    15.2 uBUCK Tech is not responsible for the withdrawal payment once the funds are received by your payment service provider.

    15.3 uBUCK Tech is the payer and not the payment service provider for withdrawals.

    16.0. YOUR BALANCE

    16.1 You acknowledge that balances and available funds reported in the uBUCK Pay App are only approximate real time balances rather than the settled balances in your uBUCK Pay Wallets. A real time balance may not take into account pending debits and credits. uBUCK Pay App will provide you with information on pending debits and credits as soon as it has that information.

    17.0. NEGATIVE BALANCES

    17.1 If for any reason (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers) you have a negative balance in your uBUCK Cash Wallet, you agree to immediately Top-Up the required amount to correct the negative balance, such amounts being due without the need for previous notification. If you fail to do so:

    • we may exercise our right of set-off in accordance with these Terms (uBUCK Tech’s Right to Set-Off) of these Terms;
    • initiate a chargeback procedure for any specific transaction which led to your uBUCK Cash Wallet having a negative balance;
    • take debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts;
    • if uBUCK requests that you complete a Top-Up in order to correct a negative balance and you fail to do so within 72 hours you authorise us to initiate a payment transaction for the amount of the negative balance (or the equivalent in another currency) from one of your Default Payment Cards or Your Bank Account.

    18.0. uBUCK TRANSACTION LIMITS

    18.1 We reserve the right to impose at our sole discretion uBUCK Transaction Limits, based on criteria determined by us and that does not have to be disclosed. 18.2 You may be able to view some of these uBUCK Transaction Limits by logging onto the uBUCK Pay App. and from time to time, provide you with procedures or methods to remove or increase such limits. We reserve the right to remove uBUCK Transaction Limits from the uBUCK Pay App.

    19.0. LIMITATIONS ON USE OF YOUR ACCOUNT

    19.1 When using your uBUCK Debit Card with certain merchants (such as hotels and car rentals), the merchant may obtain an authorisation or approval to debit your Account for an amount up to 20% more than the anticipated total bill to cover additional items such as incidentals or to ensure adequate funds are available. The entire amount of the authorisation or approval will not be deducted from your Usable Balance until the authorisation or approval is confirmed. Only the amount actually spent or authorised will be finally deducted from your Usable Balance after the authorisation or approval is confirmed.

    19.2 You may not use your uBUCK Debit Card or uBUCK Pay Account for the following purposes:

    • making purchases from merchants who do not accept the uBUCK Debit Card;
    • engaging in any transactions:
    • which violate any Applicable Laws;
    • involve Prohibited Articles;
    • in, or with any persons in any Prohibited Country;
    • involve the sales of products of uBUCK Tech identified by government agencies to have a high likelihood of being fraudulent; or
    • are part of or connected to a money transfer mechanism to transfer funds to a third party which does not relate to an underlying transaction of goods and uBUCK Tech.

    20.0. TRANSACTION, TOP-UP / LOAD LIMITS AND FEES

    To see the latest applicable top-up / load limits and schedule of applicable fees please see our Fees Section.

    21.0. REPLACEMENT

    21.1 You may request a new uBUCK Debit Card or replace an old or faulty uBUCK Debit Card at any time by:

    • A. contacting Customer Support via the uBUCK Pay website; or
    • B. making a uBUCK Debit Card request via the uBUCK Pay App.

    21.2 uBUCK Debit Card replacements are subject to the Card Replacement Fee outlined on the Fee schedule.

    21.3 Upon activation and until the expiry date shown on your uBUCK Debit Card, your uBUCK Debit Card may be used to access your uBUCK Pay Account for the purpose of making purchases and withdrawals at ATMs. You may close your uBUCK Pay Account at any time prior to your Card expiration by contacting Customer Support.

    21.4 Your uBUCK Debit Card cannot be used at merchants or ATMs after the expiry date. Should we be unable to contact you based on our records of your contact information six (6) months or more after the expiry date of your uBUCK Debit Card, you acknowledge and agree that we may hold your Usable Balance in accordance with Applicable Laws. Your Usable Balance will be held in your Default Wallet, with amounts in any other Currency Wallets converted at the then applicable Exchange Rate.

    21.5 At your option, you may choose to close your uBUCK Pay Account and obtain a refund of your Usable uBUCK Voucher, uBUCK Cash or uBUCK Debit Card Balance. Upon closure of your uBUCK Pay Account, you may be asked to destroy or return the uBUCK Debit Card to us. The uBUCK Debit Card linked to your uBUCK Pay Account will nevertheless be automatically cancelled by us.

    22.0. TERMINATION OF THESE CARD TERMS

    22.1 You acknowledge that we may restrict, withhold or suspend the use of your uBUCK Pay Account and/or uBUCK Debit Card or terminate these Card Terms immediately, without prior notice under any of the following circumstances:

    • your use of the uBUCK Debit Card and/or uBUCK Pay Account has, or we reasonably believe it has, breached any Applicable Laws or these Card Terms;
    • we suspect any illegal or unauthorised use of your uBUCK Pay Account or uBUCK Debit Card;
    • you gave us, or we reasonably suspect that you have given to us false or inaccurate information (including KYC Information);
    • in the case of a suspension, where necessary for relocating, replacing, maintaining, updating or repairing the software or hardware facilities of uBUCK Tech or the uBUCK Debit Card Issuer;
    • here the uBUCK Debit Card and uBUCK Pay Account functions cannot be operated normally by uBUCK Tech or the Card Issuer due to a Force Majeure Event, or due to acts or omissions of third parties (including service providers of uBUCK Tech and/or Card Issuer) which are not otherwise caused (whether directly or indirectly) by uBUCKTech and/or Card Issuer; if we believe that your uBUCK Pay Account has been or is likely to be misused or compromised;
    • where the continued use of your uBUCK Pay Account or the uBUCK Debit Card may cause uBUCK Tech or the Card Issuer to be in breach of any Applicable Laws (including, without limitation, laws relating to anti-money laundering and combating the financing of terrorism);
    • you no longer satisfy the eligibility requirements set out in Clause 2.10 of Section 2 of these Terms; or
    • we reasonably believe that your uBUCK Debit Card, uBUCK Pay Account, PIN, or uBUCK Pay App is being used in a way that may cause, whether directly or indirectly, losses to you or us.

    22.2 Without limiting the foregoing, in the event of a suspension of your use of your uBUCK Debit Card and the corresponding uBUCK Pay Account, you agree that we may hold your Usable Balance pending the outcome of any investigations in connection with the provision of our uBUCK Pay App, and that we may also disclose information relating to your breach or suspected breach to such law enforcement or other authorities as we may deem necessary. You acknowledge that our decision to take certain actions, including termination and limiting access to your uBUCK Debit Card and/or uBUCK Pay Account, may be based on confidential criteria that is essential to our management of risk, the security of all our customers and the integrity of our system. You agree that we are under no obligation to disclose the details of our risk management or security procedures to you.

    22.3 Without prejudice to Clause 21.2 above, you agree that we may close your uBUCK Pay Account and terminate these uBUCK Debit Card Terms without reason by giving you at least thirty (30) days’ prior notice.

    22.4 You may also terminate your uBUCK Debit Card (and the uBUCK Pay Account) by giving us notice thereof in writing sent via email to our Customer Support team or by requesting for such termination via the uBUCK Pay App. Upon termination of your uBUCK Debit Card, you must (where possible) cut the relevant uBUCK Debit Card in half through the chip and magnetic stripe and cease all usage of the uBUCK Debit Card. You will pay such fees as we may from time to time specify with respect to such termination.

    22.5 Where we exercise our right of termination you will be entitled to a refund of any Usable Balance on your uBUCK Pay Account in accordance with these uBUCK Debit Card Terms.

    23.0. RETURN OF USABLE BALANCE

    If you would like to obtain a complete refund of the total amount of Usable Balance left in your uBUCK Pay Account at any time, please contact Customer Support.

SECTION 3: GENERAL APPLICABLE TERMS

24.0. UNAUTHORISED TRANSACTIONS

24.1 To block and/ or suspend your uBUCK Pay Account you must promptly notify us via Customer Support or log on to your uBUCK Pay App if you believe any of the following has occurred:

  • your uBUCK Pay Account is hacked, misused or compromised;
  • any of your uBUCK Debit Card(s) is lost or stolen;
  • any of your uBUCK Debit Cards is damaged or not working properly;
  • any of your uBUCK Debit Cards is retained by an ATM; or
  • the security of your PIN or password are compromised in any way.

24.2 Upon our receipt of your notification of any of the events above, we will suspend your uBUCK Debit Card and/or uBUCK Pay Account and prevent any further transactions from being made using your lost, stolen or compromised uBUCK Debit Card and/or uBUCK Pay Account, until appropriate measures are taken to replace your uBUCK Debit Card and/or restore security to your uBUCK Pay Account.

24.3 You will not be liable for any unauthorised transactions made using your uBUCK Debit Card or uBUCK Pay Account after we have been notified of the loss/theft or compromise of your uBUCK Debit Card or uBUCK Pay Account in accordance with this Clause after you have blocked the use of the uBUCK Debit Card or uBUCK Pay Account (as applicable). However, you shall be liable for all transactions carried out before we are notified of such loss/theft or before you block the use of your uBUCK Debit Card or uBUCK Pay Account, even if such transactions were carried out without your authorisation.

25.0. INDEMNITIES

You shall fully indemnify and hold uBUCK Tech, Card Issuer, and each of their respective officers, directors, employees, partners and agents (“Indemnitees”) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, accounting fees, and court and legal costs assessed on a solicitor-client basis), suffered or incurred by any of the Indemnitees arising whether directly or indirectly from your:

  • act, omission, negligence, wilful default, mistake, misconduct, dishonesty or fraud (including any theft or loss of your uBUCK Debit Card and/or uBUCK Pay Account, or any fraud or misuse)
  • breach of these uBUCK Debit Card Terms
  • breach of any Applicable Laws, or any contractual or fiduciary obligations;
  • access and use of the uBUCK Pay App, your uBUCK Debit Card and/or uBUCK Pay Account (or any access and use referable to your PIN and passwords)
  • payment and/or ATM cash withdrawal instructions, and/or our acting in good faith and taking or refusing to take action based thereon
  • violation of any rights of any person or entity.

26.0. WARRANTY

Your uBUCK Debit Card(s), the corresponding uBUCK Pay Accounts, and the uBUCK Pay App are provided to you “as is”, “as available”, without warranty of any kind, whether express or implied (including any implied warranty of merchantability or satisfactory quality, fitness for a particular purpose, compliance with any description, non-infringement, or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise, all of which are expressly disclaimed). We do not warrant:

  • that the uBUCK Pay Account provided to you under these uBUCK Debit Card Terms will be error-free, virus-free or free from other invasive or damaging code, or that defects therein will be corrected
  • that the operation of uBUCK Pay App (any information transmitted by you thereby) will be uninterrupted, continuous, or secure;
  • that any information we provide to you on the uBUCK Pay App will be correct, accurate, complete, reliable or fit for purpose; and/or
  • that the use of your Card(s), the corresponding uBUCK pay Accounts and/or that the uBUCK Pay App will not give rise to any liability at law or under contract.

[NOTE” Consider adding these general terms. Already present in my previous draft]

27.0. MISCELLANEOUS

27.1 Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR ANY OTHER COMMERCIAL DAMAGES, OR LOSSES, EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER OR NOT IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE) EXCEED THE LESSER OF $100 OR THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS OR ANY OTHER COMPANY SITE OR FOR THE APPLICABLE PRODUCT OUT OF WHICH LIABILITY AROSE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

27.3 Governing Law. These Terms and all issues collateral thereto shall be governed and construed in accordance with the laws of Cayman Island and without regard to its conflict of laws principles. Any legal suit, action or proceeding arising out of or related to these Terms shall be instituted exclusively in the courts of Cayman Islands, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

27. 4 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

27.5 Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.