Terms & Conditions
3rd April 2019
PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY. BY MAKING A CONTRIBUTION TO UBE LIMITED FOR THE PURCHASE OF UBE TOKENS (“UBE”) DURING THE TOKEN SALE, YOU WILL BE BOUND BY THESE T&Cs AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.
BY ACCEPTING THESE T&Cs, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH UBE LIMITED. THESE T&Cs CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT CLAUSE 20 CONTAINS A BINDING ARBITRATION CLAUSE. IF YOU DO NOT AGREE TO THESE T&Cs, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF UBE AND NAVIGATE AWAY FROM THE UBE WEBSITE (AS DEFINED BELOW).
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).
PROHIBITION ON US AND CHINESE CONTRIBUTORS
PARTIES TO THESE T&Cs
References in these T&Cs to “Contributor“, “your” or “you” are to the person/entity who accepts these T&Cs and agrees to make a contribution to UBE Ltd as set out in and on the terms of these T&Cs. You and UBE Ltd shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.
If you have any questions relating to these T&Cs, please contact us at firstname.lastname@example.org .
YOU AND UBE LTD HEREBY AGREE AS FOLLOWS:
1. UBECOIN Platform (as defined below)
1.1 UBE Ltd is in the process of developing a decentralised platform using the Ethereum blockchain with the aim of being used as a medium of exchange between merchants and consumers (the “UBECOIN Platform”).
1.2 UBE Ltd is further proposing to develop a decentralized protocol with cryptographic tokens known as UBE which are intended to have certain functionalities on the UBECOIN Platform (as more particularly described in the Whitepaper and Schedule 1 of these T&Cs), and is seeking to raise funds through a crowdfunding campaign via various Initial Exchange Offerings (the “Token Sale”) which it will deploy on the development of the UBECOIN Platform and to meet various other operating expenses related to UBE Ltd’s business.
1.3 For a more detailed description of the proposed UBECOIN Platform, please refer to:
1.a) UBE Ltd’s website at https://www.ubecoin.com/; and
1.b) UBE Ltd’s Whitepaper (a copy of which can be found at https://ubecoin.com/get-whitepaper/),
(collectively referred to as the “Project Documentation“).
1.4 The information contained in the Project Documentation is of a descriptive nature only, is not binding and does not form part of these T&Cs.
2. Scope of T&Cs
2.1 Except as otherwise stated, these T&Cs (including any terms incorporated herein by reference) govern only your contribution to UBE Ltd for the purchase of UBE during the Contribution Period (as such term is defined in clause 3 below). Any contribution made during the Token Sale for the purchase of UBE shall be governed by terms and conditions applicable to the Token Sale which shall be made available on the UBE Ltd website on or before the commencement of the Token Sale (the “Token Sale T&Cs”).
2.2 Any potential future use of UBE in connection with the provision or receipt of services on the UBECOIN Platform shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of the UBECOIN Platform (“Platform Terms“), including the Token Sale T&Cs. Such Platform Terms will be made available to UBECOIN Platform users, if the UBECOIN Platform is successfully developed and deployed.
2.3 Contribution Period
Contributions may be made during a defined period of time (“Contribution Period”). The Contribution Period shall commence at 0800 GMT on April 9th 2019 and end  GMT on June 4th 2019 (or until sold out).
3.1 Minimum Contribution
The minimum contribution required to participate in the main sale is set at:
a) Individuals/ natural person US$50
b) Corporations/ Business US$2000
4. UBE Price
4.1 The UBE price shall be $0.10 USD = 1 UBE (the “UBE Price”).
4.2 Where any contribution is made in ETH or BTC, the number of UBE shall be calculated by reference to the value that the ETH and BTC has against USD1.00 according to CoinMarketCap at 0800 GMT on the date the Contribution Amount is received by the Company (the “Conversion”). The Company shall not be responsible or liable for any losses which may be suffered by the Contributor as a result of the Conversion, nor shall the Company be liable for any errors in the data published by any exchange.
4.3 There are a variety of token bonuses for investors as set out on the Ubecoin Platform.
5. Right to Request Information
a) request you to provide certain information and documentation for the purposes of complying with any “know your customer” or similar obligations to which we may be subject; and/or
b) determine that it is necessary to obtain certain other information about you in order to comply with applicable laws and regulations in connection with the creation and issue of UBE to you.
5.2 You agree that you shall, promptly upon UBE Ltd’s request, supply such information and documentation as may be reasonably requested by us pursuant to clause 5.1 in order for us to:
a) carry out, to our satisfaction, all necessary “know your customer” and other similar checks which we may be obliged to perform; and
b) ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the creation and issue of UBE to you as contemplated by these T&Cs.
5.3 You acknowledge and accept that we may refuse or reject any contributions for the purchase of UBE until you provide all information and documentation that we may request under this clause 5 and we have determined that it is permissible to create and issue UBE to you under applicable law.
6. Methods and Terms of Contribution
6.1 You may only contribute to UBE Ltd during the Token Sale in the manner described in this clause 6.
6.2 Contributions to be made in ETH must be sent from an Ethereum wallet in respect of which you can identify your private key (“Ethereum Wallet”) and not from a cryptocurrency exchange wallet and/or address. Your private key shall be required to verify your ETH contribution to UBE Ltd and to enable UBE Ltd to issue UBE to you through the Smart Contract System (as further described in clause 7).
6.3 Contributions to be made in BTC must be sent from a Bitcoin wallet in respect of which you can identify your private key (“Bitcoin Wallet”) and not from a cryptocurrency exchange wallet and/or address. Your private key shall be required to verify your BTC contribution to UBE Ltd and to enable UBE Ltd to issue UBE to you through the Smart Contract System (as further described in clause 7).
6.4 Contributions during the Token Sale shall be sent exclusively to UBE Ltd’s wallet addresses or the wallet addresses of the crypto currency exchanges undertaking the Token Sale specified on its website. To the extent that any third-party website, service or smart-contract offers to receive contributions and issue UBE or facilitates the allocation or transfer of UBE in any way during the Contribution Period, such third-party websites or services are, unless expressly set out in these T&Cs or mentioned on the UBE Ltd website, not authorised by UBE Ltd nor do they have any legal or commercial relationship in any way with the UBE Ltd, UBECOIN Platform or UBE.
6.5 Contributors that send contributions:
a) in (i) any crypto-currency other than ETH or BTC; or (ii) a manner that does not conform with the methods of contribution described in these T&Cs; or
b) to any third-party website, wallet address, service or smart contract that offers UBE in the manner described in clause 6.4;
risk losing their entire contribution and UBE Ltd shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall UBE Ltd be responsible or liable for any losses incurred by the Contributor in this respect.
7. Creation and issue of UBE through the Smart Contract System
7.2 UBE Ltd shall keep a record of all contributions received by the Contributors’ wallets, including details of the time the contribution was received, the amount of the contribution, and the wallet address from which the contribution was sent (“Contribution Records“).
7.3 In order to receive UBE, the Contributor must have, and send a notice to UBE Ltd containing the address of, an Ethereum wallet that supports the ECR20 token standard. In other words, the Contributor’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of UBE, being tokens that are created based on the ECR20 token standard. UBE Ltd reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
7.4 Following the conclusion of the Contribution Period, we shall undertake a contribution verification procedure based on the Contribution Records and other information that we may request pursuant to clause 5 above. Provided UBE Ltd is successfully able to verify your contribution, we shall send instructions to the Smart Contract System to initiate the creation and issue of UBE to the Ethereum wallet address, which you send us notice of pursuant to clause 7.3.
7.5 Subject to compliance with the foregoing provisions of clauses 5, 6 and 7 above, delivery of UBE to the Contributors’ wallets shall be made within 30 days of the end of the Token Sale (subject to ordinary Ethereum blockchain waiting periods, which should not exceed 72 hours and subject to the risks outlined in these T&Cs), by sending UBE to the Ethereum wallet address which you send us notice of pursuant to clause 7.3.
7.6 On receipt of your contribution, such contribution shall immediately become the sole and exclusive property of UBE Ltd who shall be entitled to apply the contribution towards the development of the UBECOIN Platform and other operating expenses relating to our business. The application of your contribution shall be determined by us acting in our sole and absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contribution is used.
8. Refunds, Refusals, Suspension and Termination of Contributions
8.2 Subject to clauses 8.1 and except to the extent required by applicable law, all contributions received by UBE Ltd under these T&Cs are final and Contributors shall not be entitled to claim any refund or reimbursement of contributions from UBE Ltd.
8.4 At any time prior to the end of the Contribution Period, UBE Ltd may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale shall be deemed to commence from the moment that UBE Ltd publishes a notice to that effect on the UBE Ltd website.
8.5 During any period of suspension or in the event that the Contribution Period is aborted, we shall not be able to receive and accept contributions, create UBE and/or issue UBE to Contributors. Contributors who send us contributions risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by the Contributor in this respect.
8.6 To the extent that clause 8.1 applies, UBE Ltd shall, within a reasonable period of time, exercise reasonable endeavors to procure that:
a) contributions are returned to the wallet address from which the contribution was made; and
b) the same amount of cryptocurrency or fiat that was contributed is returned to the Contributor (less any applicable mining fees and other administrative expenses incurred by us in returning the contribution to the Contributor).
9.2 You acknowledge and accept that UBE do not represent or constitute:
a) any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
b) any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to UBE Ltd and/or the UBECOIN Platform;
c) any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
d) the provision of any goods and/or services as at the date that these T&Cs form a binding agreement between the Parties.
9.3 Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments referred to in clause 9.2 shall not apply to any contribution made under these T&Cs for the acquisition of UBE or to your storage, sale and/or transfer of UBE.
9.4 UBE Ltd makes no warranties or representations and offers no assurances (in each case whether express or implied) that UBE shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the UBECOIN Platform.
10. Contributor's Representations and Warranties
a) you have read and understood these T&Cs (including all the Schedules hereto);
b) you have the necessary authority and consent to accept these T&Cs, to enter into a binding agreement with UBE Ltd and to perform the obligations set out herein;
c) the acceptance of these T&Cs and the entry into a binding agreement with UBE Ltd shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organizational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;
d) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like BTC and ETH), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
e) you have obtained sufficient information about the potential future use and functionality of UBE to make an informed decision to participate in the Token Sale pursuant to these T&Cs;
f) you understand that UBE confer only a limited potential future right or expectation to use and interact with the UBECOIN Platform (as more particularly described in Schedule 1) and that UBE confer no other rights of any kind with respect to UBE Ltd and/or the UBECOIN Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
g) if you are an individual, you are at least 18 years of age, you have sufficient legal capacity to accept these T&Cs and to enter into a binding agreement with UBE Ltd on the terms set out herein;
h) if you are making a contribution for the acquisition of UBE for or on behalf of an entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;
i)if you are making a contribution for the purchase of UBE for or on behalf of an entity or person, you are authorized to accept these T&Cs and enter into a binding agreement with UBE Ltd on such entity’s or person’s behalf (and in such circumstances, references in these T&Cs to “Contributor”, “your” or “you” shall be a reference to the entity or person on whose behalf you are authorized to make a contribution);
j) you are making a contribution for the purchase of UBE to support the development, testing, deployment and operation of the UBECOIN Platform and to potentially use and interact with the UBECOIN Platform at a future point in time. You are not making a contribution under these T&Cs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
k) any contribution to be made by you for the purchase of UBE is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
l) you shall not use UBE to finance, engage in, or otherwise support any unlawful activities;
m) the contribution shall be transferred to UBE Ltd from a Wallet, that: (i) is registered in your name or in the name of a person who is duly authorised by you to send a contribution to UBE Ltd; and (ii) is not located in or that is not registered in the name of a person located in or resident of the United States of America, China or any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory”;
n) making a contribution and receiving UBE under these T&Cs is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
0) you are not a citizen of or resident or domiciled in the United States of America or China or making a contribution for the purchase of UBE from a location in the United States of America or China, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of the United States of America or China, nor are you making a contribution for the purchase of UBE for or on behalf of any such person or entity;
p) you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority;
q) you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of UBE;
r) you shall provide us with an Ethereum wallet that supports the ECR20 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as UBE) for the purposes of receiving UBE;
s) you understand and accept the risks of contributing to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these T&Cs;
t) you understand that UBE are solely rights to access and use services and products on the UBECOIN Platform, and do not have any attribute that provides the holder with equity, creditor or similar rights. UBE should not be considered investments of any type, including but not limited to, any form of currency or security, and the Contributor should not expect profits of any type from acquiring UBE nor acquire UBE for any type of investment purposes;
u) you acknowledge you fully understand the contents of the Project Documentation provided by UBE Ltd and are participating in the Token Sale with the intention of fully accepting the risk of the failure of the UBECOIN Platform;
v) you shall waive the right to participate in a class action lawsuit or a class-wide arbitration against UBE Ltd, its founders and team members or any entity or individual involved in the development of the UBECOIN Platform;
w) you understand that you do not have any right against UBE Ltd, the founders and team members or any other party to request any refund of your contribution provided during the Token Sale;
x) you understand that you bear the sole responsibility to determine if your contribution and obtainment of UBE, use of UBE and the potential appreciation or depreciation in the value of UBE over time, the sale and purchase of UBE and/or any other action or transaction related to UBE, UBE Ltd or the UBECOIN Platform have tax implications for you; and
y) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of these T&Cs.
BY MAKING A CONTRIBUTION TO UBE LTD AND ACCEPTING THESE T&Cs YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET OUT IN SCHEDULE 2.
12. Audit of the Smart Contract System
12.2 Notwithstanding clause 12.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while any audit conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and/or UBE are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of your contribution and/or UBE.
14. Intellectual Property
14.2 Except as expressly set out in these T&Cs, you are not entitled, for any purpose, to any UBE Ltd IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the UBE Ltd IP Rights and you understand and accept that by making a contribution for the purchase of UBE pursuant to these T&Cs you shall not:
a) acquire or otherwise be entitled to any UBE Ltd IP Rights;
b) make a claim in respect of any UBE Ltd IP Rights or any other equivalent rights; or
c) use, attempt to use, copy, imitate or modify (whether in whole or in part) any UBE Ltd IP Rights, except with our prior written consent.
a) your acquisition or use of UBE under these T&Cs;
b) the performance or non-performance of your responsibilities or obligations under these T&Cs;
c) your breach of any of the terms and conditions set out in these T&Cs; or
d) your breach of any rights of any other person or entity.
15.2 UBE Ltd reserves the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in clause 15.1.
15.3 The indemnity set out in this clause 15 is in addition to, and not in lieu of, any other remedies that may be available to UBE Ltd under applicable law.
a) UBE are sold on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to the UBE (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
b) we do not represent or warrant that UBE are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and
c) we cannot and do not represent or warrant that UBE or the delivery mechanism for UBE are free of viruses or other harmful components.
16.2 Neither these T&Cs nor the Project Documentation constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. UBE should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate re-sale.
16.3 No regulatory authority has examined or approved any of the information set out in these T&Cs and/or the Project Documentation. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and/or the Project Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.
17. Limitation of Liability
a) UBE Ltd or any of the UBE Ltd Parties be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of UBE or otherwise related to these T&Cs, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if UBE Ltd or any of the UBE LtdParties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and
b) the aggregate liability of UBE Ltd and the UBE Ltd Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these T&Cs or the use of or inability to use UBE, exceed the amount of your contribution.
17.2 The limitations and exclusions of liability set out in clause 17.1 shall not limit or exclude liability for the gross negligence, fraud or intentional, wilful or reckless misconduct of UBE Ltd, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.
18.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. UBE Ltd shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of UBE under or in connection with these T&Cs.
18.3 You agree not to hold UBE Ltd or any of the UBE Ltd Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of UBE or any other action or transaction related to the UBECOIN Platform or the Token Sale.
19. Data Protection
a) your identity;
b) your residential address and/or business address;
c) the source of your wealth;
d) the source of funds used for the purposes of purchasing UBE;
e) your Wallet from which your contribution shall be sent; and/or
f) any other documents or data from which you can be identified,
(together your “Personal Data“).
19.2 We will not disclose your Personal Data except as expressly permitted under these T&Cs and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these T&Cs, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
19.3 We shall process your Personal Data in accordance with the Data Protection Act 2004, as may be amended (“Data Protection Act“), and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes:
a) the purchase of UBE and the processing of transactions related to the Token Sale pursuant to these T&Cs;
b) carrying out anti-money laundering, “know your customer” and other similar check;
c) providing you with information about us and our range of services;
d) compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority;
e) management of enquiries and complaints;
f) opening, maintaining or operating a bank account in UBE Ltd’s name;
g) subject to clause 20, resolving any Disputes with you;
h) producing summary information for statistical, regulatory and audit purposes; and/or
i) any other reasonable purposes in accordance with applicable law.
19.4 Under the Data Protection Act you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights.
19.5 You agree that we may, for the purposes set out in clause 19.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these T&Cs you authorise and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
19.6 You acknowledge, accept and understand that these T&Cs, insofar as they relate to the controlling and processing of your Personal Data by UBE Ltd, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes set out in clause 19.3. In order to access the UBECOIN Platform and provide or receive services therein or otherwise use and interact with the UBECOIN Platform, you will be required to accept the Platform Terms which shall also set out the terms and conditions under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the UBECOIN Platform.
20. Dispute Resolution by Arbitration
20.1 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes“) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and UBE Ltd (i) waive your and UBE Ltd’s respective rights to have any and all Disputes arising from or related to these T&Cs resolved in a court, and (ii) waive your and UBE Ltd’s respective rights to a jury trial. Instead, you and UBE Ltd will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
20.2 No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these T&Cs is personal to you and UBE Ltd and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
20.3 Arbitration Rules. Any dispute arising out of or in connection with this these T&Cs, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA Rules”), which are available at http://www.lcia.org/Dispute_Resolution_Services/lcia-arbitration-rules-2014.aspx and are deemed to be incorporated by reference in this clause 20. By agreeing to be bound by these T&Cs, you either (i) acknowledge and agree that you have read and understood the LCIA Rules, or (ii) waive your opportunity to read the LCIA Rules and any claim that the LCIA Rules are unfair or should not apply for any reason.
20.4 Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to UBE Ltd shall be sent by e-mail to email@example.com Notice to you shall be sent to any address you provide to us in writing in a notice. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and UBE Ltd cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable Party, then either you or UBE Ltd may, as appropriate and in accordance with this clause 20, commence an arbitration proceeding or, to the extent specifically provided for in clause 20.1, file a claim in court.
20.5 Process. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed in accordance with the LCIA. The courts located in Gibraltar will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.
20.6 Authority of Arbitrator. These T&Cs, the applicable LCIA Rules and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these T&Cs. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
20.7 Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this clause 20 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this clause 20 will remain valid and enforceable. Further, the waivers set forth in clause 20.2 above are severable from the other provisions of these T&Cs and will remain valid and enforceable, except as prohibited by applicable law.
21. Force Majeure
22.2 The Contributor understands and accepts that the network of miners will ultimately be in control of the Smart Contract System and that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead to UBE losing intrinsic value.
22.3 No Party may transfer and/or assign any of its rights, interests, benefits and/or obligations under this Agreement without the express written consent of the other Party except that UBE Ltd shall be entitled to transfer and/or assign all or any of its rights, interests, benefits and/or obligations under this Agreement, the UBECOIN Platform and/or the Project Documentation to (i) any of the UBE Ltd Companies; (ii) a third party that acquires all or substantially all of the assets or equity of UBE Ltd; or (iii) any entity into which the UBE Ltd shall merge or any affiliate thereof, and the Contributor irrevocably and unconditionally consents to such transfer and/or assignment.
22.4 If any term, clause or provision of these T&Cs is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these T&Cs without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these T&Cs, which shall remain in full force and effect.
22.5 These T&Cs constitute the entire agreement between the Parties in relation to its subject matter. These T&Cs replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
22.6 You acknowledge that by accepting these T&Cs, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of UBE Ltd in relation to the subject matter of these T&Cs at any time before your acceptance of them (“Pre-Contractual Statements“), other than those set out in these T&Cs. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
22.7 Nothing in these T&Cs shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and UBE Ltd and/or other individuals or entities involved with the development and deployment of the Smart Contract System and/or the UBECOIN Platform.
22.8 Subject to clause 20, these T&Cs and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Gibraltar law.
22.9 The Parties irrevocably agree that the Gibraltar courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes and claims).
INTENDED FUNCTIONALITY OF UBE ON THE UBECOIN PLATFORM
UBE do not have any functionality or utility outside the UBECOIN Platform. The functionality and utility of UBE will therefore be limited to interacting with users/content within the confines of a single platform. The sole purpose of UBE is to allow users to participate on the UBECOIN Platform as detailed in UBE Ltd’s Whitepaper.
UBE will not have any functionality or utility outside the UBECOIN Platform. It is therefore intended that UBE will continuously circulate within the UBECOIN Platform’s ecosystem. The UBECOIN Platform will therefore be structured as a “closed system” insofar as the use of UBE is concerned. Whilst it is possible that a secondary market could develop for trading UBE, UBE Ltd will not create such secondary markets nor will it act as an exchange for UBE. To the extent a secondary market or exchange for trading UBE does develop, it would be run and operated wholly independently of UBE Ltd, the Token Sale and the UBECOIN Platform.
POSSIBILITY OF CHANGE TO THE INTENDED FUNCTIONALITY OF UBE
UBE TOKEN CREATION AND INTENDED DISTRIBUTION
It is envisaged that UBE Ltd will create 3 billion UBE out of which:
a) 300 million will be reserved for the Token Sale (including any pre-sale and public token sale);
b) 800 million will be allocated for Gaming & Entertainment
c) 100 million will be allocated for Fintech
d) 750 million will be allocated for merchant liquidity
e) 300 million will be allocated to founders
f) 750 million will be held in reserve for future growth
The above breakdown is indicative only and has been based on existing JV partnerships in specific market sectors to date. Changes in regulations in the future may affect the allocation to these sectors as will new opportunities as they arise.