Terms and conditions

TERMS & CONDITIONS

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Introduction

Welcome to SPENN!
Your use of all our Services and the SPENN app is subject to these Terms & Conditions. By accessing our website www.blockbonds.io, and www.spenn.com and using the SPENN app, you (referred to herein as “you” or “the Client”) confirm and acknowledge that you have read and understood these Terms & Conditions and that you agree to be bound by its provisions and any ancillary documents and Company policies as amended from time to time, that are made available to you on the Website. “Services” is to be defined as any and all services through the SPENN app, including but not limited to money transfers between users and online purchase transactions.

Please read carefully these Terms & Conditions. You must comply with these Terms & Conditions in your use of our services and only use SPENN as permitted by applicable laws and regulations at all times. If you do not agree to these Terms & Conditions, you must not use SPENN or any of our services.

You are agreeing to be bound by these Terms & Conditions between you and Blockbonds AS, the limited liability company located at Andøyfaret 33D, 4623 Kristiansand, Norway (later referred to as “Blockbonds”, “Company”, “we”, “us” “our”).

Blockbonds is not a bank. Blockbonds does not offer a depository account nor the Account earns interest. The funds are not insured by any governmental deposit insurance institution in Your country, unless in Your country SPENN is powered by the local bank or other financial institution, a separate agreement is made between You and this bank or other financial institution, and the local laws and regulations provides for funds insurance

Blockbonds provides a mobile banking solution or digital wallet solution (depending on your country of residence) through the SPENN app and issues e-money to natural or legal persons at a nominal value, and repurchase it for nominal value upon the request of the e-money holder, as well as other related services, including, but not limited to, funds transfers and payment transactions. Blockbonds may act as an intermediary between the Client and the Third-parties, as instructed by the Client.

If You are under the age of 18, You may not use the Services. You must be lawfully eligible to enter into an agreement under applicable laws.

If You are using the Services on behalf of a legal entity (i. e. company, association) you warrant that you are entitled to do so and that these Terms & Conditions extend its powers and provisions also unto this legal entity.

These Terms & Conditions may be translated into multiple languages. The English version shall prevail in case of any difficulties with language or legal interpretation.

In the event that any country-specific terms are inconsistent with the provisions provided herein, the country-specific terms will apply.

We hope you will enjoy using SPENN!

Changes to these Terms & Conditions

We reserve the right to change or modify these Terms & Conditions and/or the Privacy Policy from time to time. Please revise it periodically for any changes. Any modifications and updates to the Terms & Conditions will be posted on the Website and in the SPENN app simultaneously, and the title of the document will change to the “last updated” date, accompanied by a 14-day grace period, unless otherwise announced. Failure to notify us about the will to terminate the Account shall be construed as the Clients acceptance of those changes. Changes due to legal reasons will become effective immediately upon posting them. Changes according to new functionalities of the Services, where previous functionalities remain unchanged, will become effective immediately after posting on the Website. Where we consider that changes to these Terms & Conditions are reasonably material, we will notify you through the Website, direct communication or other reasonable means, prior to the change coming into force. By continuing the utilization of Services after the changes are being done, with or without prior notification from us, you agree to be bound by the amended Terms & Conditions. If you do not agree to the revised Agreement and/or the Privacy Policy, please refrain from using the Service and/or exit the Website.

Definitions

For the purpose of these Terms & Conditions the following terms should be understood as follows:

SPENN

A mobile application created by Blockbonds AS, where the users can perform real-time financial transactions and plan their spendings/savings.

Account

A personalized profile, which every Client needs to create before using our Services, following the procedure described hereunder. Blockbonds does not provide joint accounts.

Cashier Partners

Accredited cash in/out partner, that accepts requests from Clients to deposit/withdraw funds to/from SPENN Account. The list of accredited Cashier Partners is available through SPENN app and constantly updated (Map functionality). The Cashier Partner may charge the Client with a fixed fee for the cash in/out operation as agreed upon between the Cashier Partner and the Client. The Cashier Partner may be a bank/financial institution (SPENN Partner), or another user (SPENN Plus/Power User).

Politically Exposed Person (PEP)

Politically exposed person’ means a natural person who is or who has been entrusted with prominent public functions and includes the following:

– heads of State, heads of government, ministers and deputy or assistant ministers;
– members of parliament or of similar legislative bodies;
– members of the governing bodies of political parties;
– members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances;
– members of courts of auditors or of the boards of central banks;
ambassadors, chargés d’affaires and high-ranking officers in the armed forces;
– members of the administrative, management or supervisory bodies of State-owned enterprises;
– directors, deputy directors and members of the board or equivalent function of an international organisation.
As well as their family members and close associates, as understood under the 4th Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.

ID/Passport image

A scanned copy of your personal ID/passport or other relevant identification document, readable and showing no signs of manipulation.

Selfie with ID

A digitalized photography of your own, holding the uploaded identification document, showing both your face and the document. The quality of the photography must be sufficient to recognize the document type and content.

Proof of address

Any document that sufficiently confirms the address that you provided in the online registration process (e.g. utility bills, bank statements).

Friends and Family

For the purpose of the Loyalty Program, Friends and Family are a group of your relatives and/or people that you are acquainted with. The referrals done by you will be considered as directed to Your Friends and Family, should it not exceed a number of 200 (two hundred) referrals per day and/or 1000 (one thousand) referrals per week.

Registration

To take full advantage of our services, you must download the SPENN application and create your personal account.

Prior to this, you must ensure that:
– you are legally capable of entering into Agreement with Blockbonds and you will be bound by it
– you provide all the relevant information required by Blockbonds to perform the KYC process according to applicable laws and regulations
– you agree to have your data verified by an external entity, solely for the purpose of fulfilling the KYC process requirements
The registration process include providing basic personal data.

The Client may further verify his account. Verification process may vary across the jurisdictions. It will usually include, but may not be limited to:

– uploading into the SPENN app interface an image of your ID/Passport
– uploading into the SPENN app interface a selfie with your ID/Passport
providing all the required information into the online form of the SPENN app
– uploading into the SPENN app interface a proof of address document
– verification of provided data by an external entity, solely for the purpose of fulfilling the KYC process requirements
– verification of your phone number (optional – failure to verify the phone number will result in any transaction on the account being suspended)
If any of the provided data will change after the first registration, you are obliged to promptly inform the Company. This may require additional documentation to authenticate the change.

Failure to verify Your account may substantially limit the functionality of the SPENN app.

Blockbonds respect the right to privacy and confidentiality of your personal data. You authorize Blockbonds to keep and use all the information provided to it during the registration process, as well as upon later update of your data, to verify your information and correctly provide the associated Services and You agree to have Your data processed for the purpose of providing You the services. You acknowledge that the processing of Your data will be performed in conformity with Privacy Policy, and You hereby confirm that You have read, understood and accepted this Privacy Policy. You acknowledge that the Services, including without limitation the verification of your data for the KYC purposes and processing of transactions, may be handled by a third party (or parties) on our behalf and You hereby authorizes Blockbonds to disclose aforementioned information to this third party (or parties) and consent to the usage and processing of aforementioned information for the purpose of providing the Services.

Blockbonds reserves the right to ask for additional documents, if the data provided by the Client is inconsistent, contradictory or incomplete. Failure to provide the additional information may result in rejection of your application to create an account.

Only after successful completion of the registration and verification process, the Company will grant you the full access to its Services.

It is in Blockbonds absolute discretion to accept or reject your registration to the Services. The Company reserves the right to reject the registration and to refuse to grant the access to the Services for any reason. You will be informed about the status of verification through the SPENN app interface. If Blockbonds will find the provided data false, insufficient or out of date, it may suspend or terminate your access to the Services immediately without prior notice.

After successful registration, you will be provided with a personal account. Access to your account is secured by the unique six-digit password that you create during the registration process, as well as the word list generated through the registration process. You are responsible for maintaining the confidentiality of your password and word list, and you should keep access to your account secured at all times. To the extent permitted by applicable law, you agree to accept the responsibility for all activities that occur under your account. You must inform Blockbonds immediately, if you have any reason to believe that an event of unauthorized access to your account occurred or may occur. Blockbonds shall not be liable for any unauthorized usage of your account prior to the receipt of such notice, but will take all necessary action to reduce damages in such cases, where possible.

You have the possibility to change Your pin code and request for a new security code to be generated by the system. The authentication of such request shall require presenting sufficient proof of identity.

Blockbonds may terminate your account if you are in breach of these Terms & Conditions or applicable laws.

Creating business profile

Clients registered and verified as private users may create a business profile. The registration of a business includes providing the company’s name, choosing a business type and address.

Every SPENN user can become a SPENN Power User by choosing such business type while creating a business profile. By registering as a Power User you expressly agree to share your contact details with other users, so that they can find You on the map built into the SPENN app and reach you concerning the top-up or cash-out. To enjoy the Power User functionality, a user shall go through full KYC process, as instructed in the SPENN app interface.

Use of the Service

Blockbonds created a system, which allows the registered users to manage their savings, payments and investments in a transparent way. The Services are provided based on blockchain technology. A blockchain is a distributed ledger, meaning there is a record of all events shared between many nodes. This record can never be erased or modified.

We may, in our sole discretion, from time to time add new features or/ and functionalities, change or discontinue providing any part of the Service. New features/functionalities are to be considered an integral part of the Services and thus shall be covered by these Terms & Conditions.

Blockbonds does not charge you with any fee for downloading and using SPENN app. The Client acknowledges that he/she is fully responsible for the payment of any taxes or governmental fees that apply to this agreement or Services rendered through the SPENN app.

You undertake not to use the Services for any illegal purpose or in any illegal manner and not to perform any activities that may disrupt the functionality of the Services. We may, in our sole discretion, temporarily suspend or terminate the access to the account if we suspect any fraudulent action of a Client without prior notice and responsibility towards the Client or a third-party.

You agree to give us the access to and/or use of your relevant device that you use to access SPENN, such as the usage of your device’s processor or storage. Any personal Information that we use or access within your device will be treated in accordance with these Terms & Conditions and Privacy Policy.

You acknowledge that to use all the functionalities of the Services you need an adequate internet connection and you should provide us with a valid phone number. By providing your phone number you thereby agree to receive SMS/text messages concerning the Services, including commercial information about new offers, promotions, if You have opt-in to receive marketing information. We shall cease sending marketing-related communication upon receipt of a written request from you. We may also send You information via other registered channels (e-mail, push notifications), solely for the purpose of providing You with important information concerning the functionality of the Services. Blockbonds is not responsible for any fees charged by the internet providers/mobile carriers in connection with the usage of the Services.

You warrant that you are aware of the risks associated with the usage of technical devices for the purpose of financial operations, including but not limited to internet connection failure.

TOP-UP/CASH-OUT TRANSACTIONS

As a registered and verified Client you will be granted access to a mobile banking solution or digital wallet (depending on Your country of residence), which consists of a spending and optionally a business account. Additional services according to the account type may be added upon Blockbonds sole discretion.

You acknowledge and agree that funds credited by you are stored on one or more separate bank accounts that is maintained at a third-party financial institution.

Depending on Your country of residence, there are different ways available to top-up/cash out. In all markets, the top-up/cash-out can be done at one of Blockbonds’ accredited Cashier Partners. The Company will instantly update the list of the accredited Cashier Partners. Top-ups/cash-outs done through a Cashier Partner may be subject to an additional fee. Blockbonds is making every conceivable effort to ensure the availability and integrity of its Cashier Partners and that they share the same mission and values. Blockbonds is not liable for any losses that occur due to a top-up made to a cashier partner that is not listed as accredited Cashier Partner in the time of making a deposit or due to any fraud or damages caused by the owners or employees of accredited Cashier Partners. Neither shall Blockbonds be responsible in the event that the Cashier Partner for any reason refuses to perform the top-up/cash out transaction. Such event shall however be reported to Blockbonds for further investigation.

Should a bank transfer be available as a way to top-up in your country of residence, Blockbonds is not charging any fee for this service. However, please note that You are responsible to pay all the charges imposed by the financial institution of Your choice, through which You complete the bank transfer. You acknowledge and agree that Blockbonds is not liable for any delays or errors done by You or the financial institution of Your choice in completing the bank transfer. You will be solely responsible to pay all the charges necessary to return the transfer to the sender, should the bank transfer be completed with an error, including but not limited to error in narration or transfer exceeding the transaction limits prescribed in your country of residence. In other words, You are entirely responsible for a successful completion of the bank transfer until it reaches us. Top-ups done via bank transfer, once the funds would be credited to an indicated account, would be processed as quickly as possible and we aim to complete it within maximum 24 hours. Step by step instructions on how to complete the bank transfer are available in SPENN app interface.

Blockbonds may introduce or discontinue means of top-up/cash-out at its sole discretion. Should the new means of top-up/cash-out be subject to a fee, Blockbonds will announce it separately.

Cash-out from the spending account can be done anytime.

Cash-out from the saving accounts, if such is introduced at the country of your residence, are limited and are subject to the agreement between Blockbonds and the third-party financial institution.

PAYMENT TRANSACTIONS BETWEEN USERS (SENDING/RECEIVING FUNDS)

YYou authorize Blockbonds to settle transactions according to your instructions. Once the instruction is provided, it cannot be revoked, as the blockchain technology cannot be reversed. The instruction is provided when properly confirmed in the SPENN app screen, by sliding the “confirm” button. Used funds are non-refundable and non-cancelable. The amounts used to enter into a transaction shall be immediately withdrawn from your account. You agree that Blockbonds is not responsible for any errors or omissions you make while performing the transaction via SPENN app.

In the event of using the SPENN app for payments for any goods or services, Blockbonds shall not be held liable for any defects, damages, failure to perform services, errors in entering the due amount payable to the service provider/seller or any acts or omissions that can raise the dispute by the Client and service provider/seller whatsoever.

We may, from time to time and in our sole discretion, require you to provide additional proof of your identity, e.g. a notarized copy of your passport or written confirmation of your instructions, to perform activities through the Service, as deemed necessary under the circumstances. In such event the aforementioned activity may be freezed until we can perform the necessary authentication.

Blockbonds may assign the transaction limit pursuant to laws applicable in the country of operation and change this limit according to any amendments in the law provisions without prior notice.

The history of transactions is stored in Your SPENN Account to be accessible anytime. The blockchain technology ensures its consistency and constancy.

REFERALLS (LOYALTY PROGRAM)

Blockbonds may, from time to time, launch a temporary loyalty program, where registered users can recommend SPENN to their friends and family (please refer to the “Definitions” section for the meaning of “friends and family” for the purpose of these Terms & Conditions) and earn a monetary reward, provided that registration is verified on both sides and all specific requirements for the temporary campaign are fulfilled. For this purpose, the registered user shall utilize his/her unique reward code provided through the SPENN app. The reward value would differ between countries of operation and campaigns. During the on-going loyalty program, the reward shall be granted for each new user that is registered and verified using a reward code, provided that all requirements for the temporary campaign are fulfilled.

The user confirms that only by registration using a reward code and upon successful verification of the Account, will the reward be honored. Blockbonds, in its sole discretion, may introduce further requirements for the reward to be honored. Specific conditions for each campaign will be announced beforehand. If the referrer or referred is not verified, the amount of reward will be pending for seven consecutive days. Passing of the aforementioned seven days period without the verification of the phone number and fulfilling other requirements as announced for specific campaign, will cause the reward to be lost.

The verification of the referrer does not have influence on the reward being granted to the new user, if the new user performs verification of his account.

The verification of the referred person, is a further condition for the referrer to get the reward, notwithstanding the verification of his own phone number.

The Company may from time to time, at its sole discretion, introduce other special offers, that are limited in time and that fall under these Terms & Conditions. These offers are valid only during the time period specified by the Company.

The Company reserves the right to introduce further or new limitations to the rules of any loyalty program or any special offer, shorten the time of the offer, change the amount of the reward or in any other way amend the loyalty program at its sole discretion. The Company reserves the right to terminate the loyalty program at its discretion.

Termination and suspension

We may, in our sole discretion, without prior notice or liability to you or any third-party terminate or suspend the Account or the usage of any part of the Services, particularly if we suspect the occurrence of:

– unauthorized usage of Clients account
– breach of any provision of these Terms & Conditions and/or the applicable laws
– failure to provide accurate/complete personal data or failure to update the personal data
– failure to comply with Company’s KYC standards
– performance of a suspicious transaction by the Client
– misuse of the Services or any part of the Services
Without prejudice to the right of termination described hereabove, both parties have the right to terminate this agreement with a 7 days prior notice in writing.

Upon termination of the agreement, all the amounts payable by the Client to the Company become immediately due, including the costs that Company incurred as a result of an immediate termination.

Any remaining balance in the client’s account will be paid to the Client, unless the Client is in breach of these Terms & Conditions, other applicable laws or the Company has been otherwise instructed by relevant authorities. Although the termination the Client data will be stored for further reference, due to security and regulatory reasons, only for as long, as it is required by applicable law.

If the Account was suspended due to the act of a lesser significance (e.g. nonconformity with the instructions of the Company according to the compliance with KYC standards, misuse of the Services or any part of the Services) the Account can be restored once the Client is no longer in breach and request in writing for restoration. Accounts suspended for more than one year will be terminated. Blockbonds reserves the right to immediately terminate Client’s account, if upon restoration of a suspended account wrong practice of any kind shall occur.

The Client agrees to indemnify and hold Blockbonds harmless from all claims, damages, loss and liabilities whatsoever, arising from the termination and suspension of the Client’s Account.

Dormant accounts and accounts of deceased persons

DORMANT ACCOUNTS

Client account that has registered no transaction for a consecutive period of 12 months shall be considered dormant.
Client will be notified about the inactivity:
First notice will be sent not less than four months before the 12 months inactivity period is reached.
The notice will be repeated each following month.
o When the 12 months inactivity period is reached, the account will be suspended unless there is some form of activity. Client will be notified about suspending his account as well as about how to reactivate the account and how to close the account, if he/she does not want to reactivate it.
An account that has been suspended for 12 months without reactivation by or communication from the relevant Client shall be terminated. Client will be noticed about the termination date not less than four months before this date and the reminder notices will be sent each following month until the date of termination.
All outstanding balances in the account upon termination will be transferred, along with identifying information on the Client, into a separate account held by the Company with a bank designated for this purpose for a period of not less than five years.
Provided that a period of five years has passed without claim from the Client, the funds will be transferred to an official authority, depending on the country of residence of the Client.
The Client will be informed at least one year before the expiration of the aforesaid period of five years, by certified letter with acknowledgement of receipt and delivered to his/ her last known address, of the intention to hand over said funds to the relevant official authority. The notice will be repeated two months prior to the date of handing over the funds.
If any of the provisions of this paragraph are in contrary to Your local laws and regulations concerning dormant accounts, those local laws and regulations shall prevail.

SUCCESSION

In order to determine the person who can acquire the funds that are held on the deceased persons’ account, the Law that governs the succession in the relevant jurisdiction will be followed.

Complaints

Complaints can be directed through contact form on websites www.blockbonds.io, www.spenn.com, or to any email listed in the “Contact” section of those websites, either to Client’s local SPENN office or directly to Blockbonds.

Complaints may be also sent via post to:
Blockbonds AS, Andøyfaret 33D, 4623 Kristiansand, Norway

Full description of complaints handling procedure is available on the website www.blockbonds.io and www.spenn.com.

Intellectual property

All Services, including without limitation, the Software, the trademarks, logos are protected by intellectual property rights, such as copyrights, trademarks, service marks, patents or other proprietary rights, pursuant to applicable laws. Copying, recording, editing, altering, distributing the content of the website or Services is prohibited.

Client warranties

The Client is legally capable of entering into Agreement with Blockbonds and to be bound by it.

The Client is not a Politically Exposed Person and will promptly inform the Company if he will become such.

The information provided to the Company during the Client registration process and anytime later updated are true and accurate. The Client expressly consent to have those data stored and processed by the Company or the third-parties for the purpose of providing the Services.

The funds transferred to the Company belongs exclusively to the Client and are considered not a proceeds of any criminal activity.

The Services will not be used by the Client in any abusive way.

The Client declares his awareness that any content available through the Services may be subject to intellectual property rights and declare hereby to respect it.

The Client declares his awareness that by posting, uploading, displaying or otherwise making available any content through the SPENN app, it may become publicly available. The Client takes sole responsibility for any consequences arising therefrom.

The Client agree not to perform any activities that may be deemed as an attempt to gain unauthorised access to the Services or take over control or otherwise attempt to breach the security measures implemented by the Company.

The Client declares his awareness that not all the features and/or functionalities offered by the Company will be available in all geographic locations where the SPENN app is available or that those features/functionalities may vary in the form they are offered. The Client will hold Blockbonds free from any liabilities arising therefrom.

Record keeping

You acknowledge that we, or an authorized party on our behalf, may keep records of your personal data, correspondence between you and the Company and the history of your transactions. This is to ensure the transparency of Services.

To know how we store, use or share Your personal data, please refer to our Privacy Policy.

Disclaimer

The Services, the website and its content are provided “AS IS” and “AS AVAILABLE”. To the extent permitted by applicable laws and regulations, we expressly disclaim all warranties of any kind, whether express or implied. Without limiting the above, we make no warranty that the Services or website will be uninterrupted, timely, continuous, error-free, completely accurate or suitable for any particular purpose. We disclaim any warranties for virus-free, non-harmful website and compatibility of SPENN software with your mobile device.

YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THESE TERMS.

This section shall be modified according to the laws of each country legislation.

Notwithstanding the above terms, the Company shall not be held liable for any damage caused to the Client as a result of any omission, negligence, deliberate omission or fraud by the financial institution, where the bank accounts with Client funds are maintained. The Company makes every effort to ensure that the banks and institutions to which the Client’s funds are deposited are of good standing and reputation. However, the Company shall not be held liable in the event of a loss resulting from deterioration of the financial standing of a bank or institution, or for an event such as a liquidation, receivership or any other event that causes the bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR THE INABILITY TO USE ANY PART OF THIS SITE OR SERVICES OR ANY SITES LINKED TO THIS SITE, OR RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION WITH RESPECT TO THE CONTENT. IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, whether based on contract, tort, negligence, and strict liability or otherwise. Notwithstanding any of the foregoing, our total aggregate liability under this Agreement, if any, in connection with the Site, the Service or the Content or the Agreement will be limited to the amount of the Transaction giving rise to such claim. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between us and you.

This section shall be modified according to the laws of each country legislation. If the law of a country does not allow such limitation of liability, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Blockbonds shall not be liable for any loss, damage, compensation to the Client or third party arising from any delay, termination or interruption of any kind of the Services in the event of force majeure, such as, but not limited to fire, atmospheric conditions, electric or electronic fault or technical error, damages caused by third parties

Indemnification

YYOU RELEASE, AND AGREE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OR ANYONE ACTING ON OUR BEHALF FROM ALL CLAIMS, LIABILITIES, LOSS AND DAMAGES OF EVERY KIND RELATED TO IN ANY WAY TO YOUR USE OF, ACCESS TO OR RELIANCE ON THIS SITE, THE SERVICE OR THE CONTENT, OR YOUR VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS.

Governing Law

This Agreement will be governed in accordance with the laws of the Kingdom of Norway without regard to conflicts or choice of law principles. Any legal action or proceeding arising in connection with this Agreement will be brought exclusively in courts of the Kingdom of Norway, and the parties irrevocably consent to such personal jurisdiction and venue.

Waiver

Any failure to exercise or any delay in exercising a right or remedy provided in these Terms & Conditions will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies.

Entire Agreement

This Agreement comprises the entire agreement and understanding between you and us in respect of the matters dealt with herein and supersedes all prior agreements pertaining to the subject matter hereof.

Severability

If any provision(s) of this Agreement is held to be unenforceable or illegal or contravene any rule, regulation or by law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and this Agreement will be interpreted and enforced as though the provision has never been included and the legality or enforceability of the remaining provisions of this Agreement shall not be affected.

Interpretation

The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance.

Contact us:

Blockbonds AS, Andøyfaret 33D, 4623 Kristiansand, Norway

[email protected]

SPENN Business Terms & Conditions

Introduction

IMPORTANT – READ CAREFULLY: THIS SOFTWARE AS A SERVICE USER TERMS & CONDITIONS (THE “TERMS & CONDITIONS”) IS A LEGAL TERMS & CONDITIONS BETWEEN YOU AND ANY COMPANY YOU REPRESENT (“YOU” AND “YOUR”) AND BLOCKBONDS AS, INCORPORATED IN NORWAY WITH REGISTRATION NUMBER 915 912 028, HAVING ITS REGISTERED ADDRESS AT ANDOYFARET 33D, 4623 KRISTIANSAND, NORWAY (“COMPANY”).

THIS TERMS & CONDITIONS APPLIES TO (1) SPENN BUSINESS SOFTWARE AS A SERVICE (SAAS) SOLUTION AND (2) ANY OTHER RELATED SERVICES THAT COMPANY MAY PROVIDE TO YOU IN CONNECTION WITH SUCH SAAS SOLUTION.

THIS TERMS & CONDITIONS IS IN ADDITION TO THE SPENN TERMS & CONDITIONS OF USE THAT STILL APPLY TO YOU, UNLESS PROVISIONS OF THIS TERMS & CONDITIONS SETS OUT OTHERWISE.

PLEASE READ THE TERMS & CONDITIONS CAREFULLY BEFORE CONTINUING YOUR REGISTRATION. BY CLICKING THE “I ACCEPT” BUTTON, OR OTHERWISE ACCEPTING THIS TERMS & CONDITIONS YOU AND ANY COMPANY YOU REPRESENT AGREE TO FOLLOW AND BE BOUND BY THIS TERMS & CONDITIONS. IF YOU ARE AGREEING TO THIS TERMS & CONDITIONS ON BEHALF OF YOUR COMPANY, YOU ARE REPRESENTING TO US THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS TERMS & CONDITIONS, AND THE TERM “YOU” SHALL REFER TO YOUR COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL TERMS & CONDITIONS OF THIS TERMS & CONDITIONS, YOU MUST NOTIFY SPENN OF THE SAME AND YOU SHALL NOT BE PERMITTED TO USE THE COMPANY SERVICE.

Changes to these Terms & Conditions

We reserve the right to change or modify this Terms & Conditions. Please revise it periodically for any changes. Any modifications and updates to this Terms & Conditions will be posted on the Website and in the SPENN application simultaneously, and the title of the document will change to the “last updated” date, accompanied by a 14-day grace period, unless otherwise announced. Failure to notify us about the will to terminate this Terms & Conditions shall be construed as Your acceptance of those changes. Changes due to legal reasons will become effective immediately upon posting them. Changes according to new functionalities of the Services, where previous functionalities remain unchanged, will become effective immediately after posting. Where we consider that changes to this Terms & Conditions are reasonably material, we will notify you through the Website, direct communication or other reasonable means, prior to the change coming into force. By continuing the utilization of Services after the changes are being done, with or without prior notification from us, you agree to be bound by the amended Terms & Conditions.

Definitions

For purposes of this Terms & Conditions, the definitions set forth below apply:

“Authorized User”

means any of Your employees, consultants, contractors or agents authorized by You to access and use the Company Service on behalf of Your business, in each case subject to such person’s Terms & Conditions to be bound by the terms of this Terms & Conditions and subject to satisfactory verification of his/her identification data.

“Front End Code”

means our user interface display and usability platform. This includes, but is not limited to, the layout, colour scheme, source code, etc.

“Company Materials”

means any documentation, user guides and/or other similar materials, and images, animations, videos provided by Company to You in connection with Your use of the Company Service.

“Company Service”

means SPENN Business SaaS Solution that is developed, operated, and maintained by Company (and its third party service providers).

Use Rights and Restrictions

Subject to the terms of this Terms & Conditions, Company grants to You during the Service Term the non-transferable, non-exclusive right to permit Your Authorized User to access and use the Company Service (and any Company Materials provided to You) to allow You to perform business transactions, payroll transactions and other business functions that the Company Service is designed to perform, subject to the following restrictions:

Your use of the Company Service may not include use by third parties

except as expressly permitted herein You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Company Service or the Company Materials available to any third party;
You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Company Service or Company Materials or access or use the Company Service or Company Materials in order to build a similar or competitive product or service;
Your use of the Company Service (in terms of number of Authorized Users, maximum transaction limits and any other legal limitations, etc.) shall conform with the restrictions set forth in this Terms & Conditions and applicable laws. Company may monitor Your compliance with these limits and if it detects overuse or misuse, restrict Your access to the Services;
All products and services provided by Company may be used for lawful purposes only.

Technical Support

During the Service Term, You will be entitled to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for the Company Service offered by Company from time to time.

Intellectual Property Rights

service marks, trademarks and other intellectual property rights) in and to the Company Service and Company Materials (including application development, business and technical methodologies, and implementation and business processes, used by Company to develop or provide the Company Service or Company Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to this Terms & Conditions, You do not acquire any interest in the Company Service or Company Materials. You agree that any suggestions, enhancement requests, feedback, recommendations or other information provided by You or Your Authorized User relating to the Company Service or the Company Materials may be used by Company without restriction or obligation to You.

Ownership of Your Data

To enable Company to provide You with the Company Service, and subject to the terms & conditions of this Terms & Conditions, You hereby grant to Company a non- exclusive right to use, copy, distribute and display Your Data solely in connection with Company’s operation of the Company Service on Your behalf. You, not Company, shall have sole responsibility for the accuracy, integrity, and reliability of Your Data, and Company will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. Company will protect any of Your Data provided to Company as confidential in accordance with Article IV below.

Fees

The fees for the Company Service and any additional Services (“Fees”) are set out in the main agreement.
Fees are payable in advance, irrevocable and non-refundable except as set forth in this Terms & Conditions. You agree to provide Company with complete and accurate billing and contact information. Company will invoice You monthly in advance of the relevant billing period, and all such amounts invoiced will be due within seven (7) days of Your receipt of Company’s invoice.
Late payments shall be subject to a service charge of ten percent (10%) per month, or the maximum charge permitted by law, whichever is less.
You shall pay all taxes, if any, at Your sole and exclusive responsibility.

Non-Payment; Other Suspension Rights

Company may terminate the Company Service if the billing or contact information provided by You is false or fraudulent. Company also reserves the right, in its discretion, to suspend Your access and/or use of the Company Service:
where any fees payment is due but unpaid and You have been requested but failed to promptly cure such payment failure;
if You exceed any limits related to Your use of the Service
if You fail or refuse to update Your company’s data as required by applicable laws;
(iv) if there is a suspicion of a fraudulent activity or misuse of the Company Service related to Your account.
You agree that Company shall not be liable to You nor to any third party for any suspension of the Company Service resulting from Your non-payment of Fees or from any other reason listed above.

Term

The Term of Your Company Service will begin upon acceptance of this Terms & Conditions and shall continue on a month-to-month basis until the service is terminated as provided for in this Clause 13 and/or 14.

Either party may terminate this Terms & Conditions by providing thirty (30) days’ prior written notice to the other party. Company’s termination rights are in addition to any suspension rights it may have under this Terms & Conditions.

Company may terminate Your account if You engage in any practice that is, in Company’s sole discretion, objectionable, unlawful, threatening, abusive, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law. Company reserves the right to change the above definition of Inappropriate Use, as needed. Use of Company’s software and/or services by You after said changes constitutes Your acceptance of the new definition of Inappropriate Use.

Upon termination of the Service Term, all Fees then due and payable to Company must be paid in full. The provisions of this Terms & Conditions which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses.

Limited Warranties

Company warrants for a period of thirty (30) days following their delivery that all professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards in the industry. For any breach of this warranty timely reported by You, Your exclusive remedy shall be the re-performance of the deficient professional Services, and if Company is unable to re-perform the deficient professional Services as warranted, You shall be entitled to recover the portion of the Fees paid to Company for such deficient professional Services, and such refund shall be Company’s entire liability. You warrant that Your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable laws and regulations, as well as this Terms & Conditions, in connection with Your use of the Company Service, and You agree to indemnify and hold Company and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, alliance members, other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, including any third party or government claims, and any related costs and expenses (including reasonable attorneys’ fees), arising out of or related to your content, your use of the Company Service or Software, or your violation of these terms.

COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

Company Not Responsible for Third Party Content

Company does not warrant in any manner and will not be responsible for any Third Party Content and You agree to look solely to the relevant third party provider (and not Company) if and to the extent that you have any complaints or issues relating to the Third Party Content or its interaction with a Company Service.

Warranty Disclaimers

The Company Services and Software are provided “AS-IS.” To the maximum extent permitted by law, Company disclaims all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Company makes no commitments about the content within the Services and Company Services. Company further disclaims any warranty that (a) the Services, Company Services or Software will meet Your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services, Company Services or Software will be effective, accurate, or reliable; (c) the quality of the Services, Company Services or Software will meet Your expectations; or that (d) any errors or defects in the Services, Company Services or Software will be corrected. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, UNINTERRUPTED SERVICE OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO THE COMPANY SERVICE.

Limitation of Liability

Company specifically disclaims any liability for any actions resulting from Your use of any Services, Company Services or Software. You may use and access the Services, Company Services or Software at Your own discretion and risk, and You are solely responsible for any damage to Your computer system or loss of data that results from the use and access of any Services, Company Services or Software.
Company is not liable to You or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if Company has been advised of the possibility of these damages), including those (i) resulting from loss of use, data, or profits, whether or not foreseeable, (ii) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (iii) arising from any other claim arising out of or in connection with Your use of or access to the Services, Company Services or Software.
IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS TERMS & CONDITIONS EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN ADDITION, IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY UNDER THIS TERMS & CONDITIONS EXCEED THE AMOUNT PAID BY YOU TO COMPANY DURING THE TWO MONTH PERIOD PRECEDING THE ALLEGED LIABILITY EVENT.

Notices

Notices regarding this Terms & Conditions to Company shall be in writing and sent by first class mail or courier addressed to Company, Attn. Legal Department, Andoyfaret 33D, 4623 Kristiansand, Norway (or the then official corporate address for Company). Company may give notice applicable to Company’s general customer base by means of a general notice on the Company Service portal, and notices specific to You by electronic mail to Your designated contact’s email address on record with Company, or by written communication sent by first class mail or courier to Your address on record in Company’s account information. All notices shall be deemed to have been given upon delivery in the case of first class mail or courier, or twelve (12) hours after sending by email or posting to the Company Service portal.

Assignment

You may not assign this Terms & Conditions. Any purported assignment in violation of this Section shall be void. Company may assign this Terms & Conditions to any affiliate or in connection with a merger, reorganization, acquisition, joint venture, or other transfer of all or substantially all of Company’s assets or voting securities.

Governing Law

This Terms & Conditions will be governed in accordance with the laws of the Kingdom of Norway without regard to conflicts or choice of law principles. Any legal action or proceeding arising in connection with this Terms & Conditions will be brought exclusively in courts of the Kingdom of Norway, and the parties irrevocably consent to such personal jurisdiction and venue.

Waiver

Any failure to exercise or any delay in exercising a right or remedy provided in these Terms & Conditions will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies.

Severability

If any provision(s) of this Terms & Conditions is held to be unenforceable or illegal or contravene any rule, regulation or by law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and this Terms & Conditions will be interpreted and enforced as though the provision has never been included and the legality or enforceability of the remaining provisions of this Terms & Conditions shall not be affected.

Relationship of Parties

No joint venture, partnership, employment, or agency relationship exists between Company and You as a result of this Terms & Conditions or use of the Company Service.

Headings

The headings contained in this Terms & Conditions are for convenience only and shall not affect the interpretation or meaning of this Terms & Conditions.

Contact us:

Blockbonds AS, Andøyfaret 33D, 4623 Kristiansand, Norway

[email protected]