BINKABI TERMS AND CONDITIONS LAST MODIFIED: October 2018 1. INTRODUCTION Welcome to the Binkabi Services. Binkabi is an online marketplace where registered sellers can market agricultural commodities and registered buyers can offer to buy agricultural commodities, respective parties can negotiate and trade with one another via Binkabi’s websites and/or mobile applications. This Agreement ("Agreement") is a contract between you ("you," "your" or "user") and Binkabi (Singapore) Pte Ltd. ("Binkabi," "we", "us, "our" or “The Company”) and applies to your use of: (a) the Binkabi website located at binkabi.io, app.binkabi.io or exchange.binkabi.network and any associated Binkabi-hosted websites or mobile applications (collectively the "Binkabi Platform" or “Binkabi Platform”), and (b) any of the services provided to you by Binkabi (together with the Binkabi Platform, the "Services"). Binkabi (Singapore) Pte. Ltd. is a company having its registered office at 10 ANSON ROAD #22-15 INTERNATIONAL PLAZA Singapore 07990. This Agreement incorporates, and you hereby accept and agree to the applicable policies, website notifications and guidelines that are provided or made available to you, appear on our website or are referenced in this Agreement and which we may modify from time to time. You may not transfer or assign any rights or obligations you have under this Agreement to any third party without our prior explicit written consent. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent. You hereby already consent to any such future transfer or assignment. This does not affect your rights to close your account.
BINKABI TERMS AND CONDITIONS
LAST MODIFIED: October 2018
Welcome to the Binkabi Services. Binkabi is an online marketplace where registered sellers can market agricultural commodities and registered buyers can offer to buy agricultural commodities, respective parties can negotiate and trade with one another via Binkabi’s websites and/or mobile applications.
This Agreement ("Agreement") is a contract between you ("you," "your" or "user") and Binkabi (Singapore) Pte Ltd. ("Binkabi," "we", "us, "our" or “The Company”) and applies to your use of: (a) the Binkabi website located at binkabi.io, app.binkabi.io or exchange.binkabi.network and any associated Binkabi-hosted websites or mobile applications (collectively the "Binkabi Platform" or “Binkabi Platform”), and (b) any of the services provided to you by Binkabi (together with the Binkabi Platform, the "Services").
Binkabi (Singapore) Pte. Ltd. is a company having its registered office at 10 ANSON ROAD #22-15 INTERNATIONAL PLAZA Singapore 07990. This Agreement incorporates, and you hereby accept and agree to the applicable policies, website notifications and guidelines that are provided or made available to you, appear on our website or are referenced in this Agreement and which we may modify from time to time.
You may not transfer or assign any rights or obligations you have under this Agreement to any third party without our prior explicit written consent.
We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent. You hereby already consent to any such future transfer or assignment. This does not affect your rights to close your account.
The following definitions relate to this Agreement:
“Binkabi Account” means the Binkabi Account you create by providing certain information and registering with Binkabi under this Agreement.
“Digital Asset” means the digital representation of agricultural commodities, digital currency that is native on blockchain networks and accepted on the Binkabi Platform among National Currency through the Service.
“National Currency” means the fiat currency declared by the government of the designated nation to be legal tender.
“Binkabi Platform” means the proprietary service which is marketed, managed, and operated by Binkabi located at binkabi.io, app.binkabi.io or exchange.binkabi.network and any associated Binkabi-hosted websites or mobile applications.
“Fees” means the fees and taxes deducted from your Binkabi Account when you complete a Transaction. Fees are posted on the Binkabi Platform and may be changed from time to time without notice; provided, however that you will be advised of the Fees applicable to each Transaction. Your approval of an Order indicates your acknowledgement of and consent to the Fees applicable to such Transaction.
“Service” means the service provided by Binkabi on the terms and conditions of this Agreement.
“Customer” or “Users” means you and every other person in whose name a Binkabi Account for the Service is registered.
“Bank” means the bank or other institution that transfers National Currency designated by you through the Service.
“Transaction” means buy and sell agricultural commodities, payment on Smart Contract for respective agricultural commodities, receive and send Digital Asset and National Currency.
“Malware” means any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
“Smart Contracts” means blockchain-based algorithm deployed and executed within blockchain network(s) under which Buyer and Seller agree on the trade listed by the Seller on the Platform and create a Smart Contract on the Binkabi Platform where (a) the respective amount of Digital Asset or National Currency is blocked to guarantee payment upon delivery of agricultural commodities, as confirmed by Trade Documents submitted by parties to the trade matching the conditions for payment indicated in the Smart Contract and (b) the respective amount of Digital Asset or National Currency is released by the Binkabi Platform to the Seller’s Binkabi Account upon such delivery.
For the avoidance of doubt the Smart Contract does not represent any written or oral agreement of Buyer and Seller with Binkabi.
For the avoidance of doubt the User hereby confirms his understanding that the Smart Contract may not be enforceable under applicable law, or that such enforceability may be uneasy depending on respective jurisdiction and applicable laws.
3. PHYSICAL COMMODITY TRANSACTION
USER POSTS A LISTING
Registered sellers and buyers of agricultural commodities can put offers on the Binkabi Platform, detailing agricultural commodities they are looking to sell or buy, respectively, detailing the terms of the sale including the maximum quantity of agricultural commodities available or sought and a starting price (“Listing”).
Necessary details of the listing being posted include, but are not limited to, type of agricultural commodities, grade, weight, organic requirements, moisture content (for sellers) or requirements (for buyers), country of origin, location of inventory, transportation terms, year of production, delivery or pickup, specific quarter, month, and/or week time frame of delivery or pickups, payment terms for the deal, the units of measurement, the quantity (in the above units), the price per unit, a picture and/or certification document that can help represent and/or verify the quality of the agricultural commodities (for sellers only), and/or when the listing should expire on the Binkabi Marketplace.
Listings do not represent an offer to sell or buy but rather an invitation directed to the public in general. All Listings posted by buyers are expected to be, without exception, a net cash offering, meaning the purchase-per-unit price is net of all, without limitation, tariffs, taxes, service charges, and any other transactional fees, unless indicated otherwise. Prices listed with any listing are conditional to the currency for which the listing is posted such as US Dollars or National Currency (regardless of transportation option).
COUNTERPARTY MAKES OFFER
Registered sellers and buyers can submit an offer over the Binkabi Platform on a Listing to sell or buy the agricultural commodities that is posted in the Listing. The Listing user will be notified of the agreement to connect on these terms via email, text message, and/or App notification. If the Listing user is still satisfied with the terms of Listing, the Listing user can accept it using the prompts via Binkabi’s email, text message, and/or App notification system or on the Website or in App directly (an “Acceptance”). If a registered user does not like the terms of any Listing, they may submit a Counteroffer over the Binkabi Platform for the price, quantity, transportation terms, and/or payment terms of the Listing to be changed before a connection is agreed to as well as a time limit that the counterparty has to respond to the new changes of the Listing.
SELLERS MAKING A COUNTEROFFER
A Counteroffer by a seller on an offer to buy agricultural commodities may suggest to the buyer that before a connection is made and a deal made in theory, changes can be made to the quantity of agricultural commodities the seller wants to sell, the desired price per stated unit of quantity, the pickup/delivery time frame and/or terms, payment timeframe and/or terms, a picture or document that can help verify the quality of the agricultural commodities, as well as a time limit that the buyer has to respond by (“Counteroffer”).
The Listing user, the buyer in this case, will be notified of the Counteroffer via Binkabi’s email, text message, and/or App notification system that their Listing has been countered. The Counteroffer on a buyer’s Listing constitutes an offer to sell the agricultural commodities on those terms suggested in the Counteroffer. The counter-offering user may retract this counter-offer at any time before it is accepted, counter-offered, or rejected by following the prompts on the Binkabi Platform.
BUYERS MAKING A COUNTEROFFER
A Counteroffer by a buyer on an offer to sell agricultural commodities may suggest to the seller that before a connection is made and a deal made in theory, changes can be made to the quantity of agricultural commodities the buyer wants to buy, the desired price per stated unit of quantity, the pickup/delivery timeframe and/or terms, and payment timeframe and/or terms, as well as a time limit that the seller has to respond (“Counteroffer”).
The Listing user, the seller in this case, will be notified of the Counteroffer via Binkabi’s email, text message, and/or App notification system that their Listing has been countered. The Counteroffer on a seller’s Listing constitutes an offer to buy the agricultural commodities on those terms suggested in the Counteroffer. The counter-offering user may retract this counter-offer at any time before it is accepted, counter-offered, or rejected by following the prompts on the Binkabi Platform. All Counter-offers by a buyer are expected to be, without exception, a net cash offering, meaning the purchase-per-unit price is net of all, without limitation, tariffs, taxes, service charges, and any other transactional fees.
LISTING USER & COUNTER-OFFERING USER NEGOTIATE
If the Listing user is satisfied with the Counteroffer, the Listing user can make an Acceptance using the prompts via Binkabi’s email, text message, and/or App notification system or on the Binkabi Platform directly. If the Listing user is not satisfied with the Counteroffer, the Listing user can reject the Counteroffer or (if and when available) make a secondary Counteroffer to the primary/original Counter-offering user via the Binkabi Platform.
Much like the original Counteroffer, the Listing user is now making a secondary Counteroffer to connect with the Counter-offering user on the terms specified in the Listing except that the Listing user may, again, change the quantity, price, pickup/delivery time frame and/or terms, and/or payment time frame and/or terms for the agricultural commodities, in addition to adding a specific time frame that the counterparty has to respond to this Counteroffer. This secondary Counter-offer constitutes an offer to make a deal for the agricultural commodities on those terms. The Listing user may retract this secondary Counteroffer at any time before it is accepted by following the prompts on the Website (or, if and when available, via Binkabi’s email notification system). The Counter-offering user may accept the secondary Counter-offer, reject the offer, or make a tertiary Counteroffer on the Binkabi Platform using the prompts.
There is a limit to the number of counter-offers that can be made between the Listing user and the Counter-offering user. Further there is a limit as to how many Counter-offering users a Listing user may negotiate with. These limits are detailed on the Binkabi Platform.
Any Counteroffer may be retracted by the user who placed it at any time by following the prompts via Binkabi’s email, text message, and/or App notification system and/or on the Binkabi Platform. However, if an offer has been made and it is not retracted at the time that is accepted by the other party, then a binding Acceptance has been made. Counteroffers are automatically withdrawn if they are not accepted within the time limit imposed by the Counter-offering party, a range of options from 1 hours to 48 hours.
Once an acceptance is made, a deal “in theory” is formed for the seller to sell and the buyer to buy the agricultural commodities on the terms specified in the Listing, except that price, quantity, transportation time frame and terms, and/or payment time frame and terms which are to be those most recently agreed to in the Counteroffer (in so facto negotiation) process. Binkabi does not guarantee that a completed connection will result in a completed deal and goods and/or money exchange hands between the buyer and seller who have made an agreement of Acceptance on the Listing;
CONTRACTS BETWEEN BUYERS AND SELLERS
The Binkabi Platform is a platform for introducing or connecting sellers and buyers of agricultural commodities and for facilitating post contract execution. The Company nor the Binkabi Platform is not, nor should ever be considered or categorized as, a agricultural commodities broker, agent, or trader for either party.
Terms of sale (commodity, grade, quantity, price per quantity, delivery time frame, delivery terms, payment terms, and/or any pertinent information) must be identified by the users as part of their Listing. Subject to any terms which change by the Binkabi email, text message, and/or App notification system or Binkabi Platform negotiation, these terms are the Listing itself and form the theoretical connection between sellers and buyers who agree to a deal via the Binkabi Platform.
We recommend that users seek legal advice about which contract best suits their purposes of trading agricultural commodities. We do not warrant that any outsider contracts are complete, reliable, accurate, or appropriate for your individual circumstances. You agree that you enter into any connection negotiated via the Binkabi Platform relying entirely upon your own independent assessment of all relevant matters and do not rely upon any warranty, statement, or representation made or given by us or on our behalf. We encourage you to seek independent legal advice particular to your circumstances before agreeing to be bound by any contract.
4. DIGITAL ASSET TRANSACTION
Binkabi reserves the right to establish and change transaction limits, in our sole discretion.
All transactions from your Binkabi Account will be effected by Transaction Execution Instruction authorized with the login and password given to you when you register, or by such other method as we may prescribe from time to time.
You may not effectuate any Transactions from your Binkabi Account in the event that you do not have sufficient funds in your Binkabi Account to meet the value of the Transaction and Fees applicable thereto.
We will verify and confirm all Transactions effected from your Binkabi Account to you by email or other designated mode of communication. Our records will be taken as correct unless the contrary is proved.
We may, at any time, refuse a transaction or attempted transaction submitted by you. The reasons for the refusal and any potential actions you can take to re-initiate the refused transaction will be communicated to you. We may refuse to execute a transaction, for example, in any of the following cases:
The instructions contain factual errors or incomplete details; or you do not have the corresponding sufficient amounts in the specified National Currency or in a Digital Asset, available for you to transact with on your Binkabi Account;
You have breached any of your obligations towards us under these Terms or any other agreement entered into between you and Binkabi;
The risk limitations or spending limits established for your account may have been reached;
We are legally or contractually obliged to freeze your Account or block transactions;
We have security concerns with respect to your account or an attempted transaction or a counterparty involved, e.g. because of a suspected security breach, potential technical failure, suspected fraudulent or criminal behavior.
If your attempted transaction is inconsistent with your account previous behavior or stated purpose or above previously established limits, we may request additional information or clarifications from you and must receive such information before processing new transactions initiated by you.
In case of a blockchain events such as hard forks, splits, airdrops or any other blockchain changes or modifications outside of our control, Binkabi will make reasonable efforts to keep you informed about such events, but does not assume any liability towards you in the event that you or a third party incur losses or damages as a result.
Our ability to manage online fraud, protect users from possible cases of unauthorized transactions, research and potentially rectify claims related to potentially unauthorized transactions, significantly depend on our ability to rely on technical and structural elements of the financial system we operate in and on strong authentication solutions available in various regions.
Any claim with respect to the unauthorized transaction must be communicated by you to us immediately, as soon as you notice any irregularity with your account history, and not later than 30 days from the transactional day. You will not be liable for any financial consequences resulting from fraudulent or unauthorized use of your Binkabi account occuring after you have duly notified us about suspected fraud or misuse, except where you have acted fraudulently.
Please note that you will bear all losses arising from or related to any unauthorized transactions if you acted fraudulently, made false representations to us with respect to your identity or the nature of your activities or violated any other parts of these Terms.
As required by applicable regulations, Binkabi will notify you in the event of suspected or actual fraud or security threats via your registered e-mail, phone number or other communication method, as applicable.
If we terminate the Transaction, our only obligation, and your sole recourse, will be for Binkabi to credit your Binkabi Account for the amount of that Transaction, unless we are required to freeze the funds due to, for example, suspected risks of money laundering, illegal activities, online fraud and in some other cases, as required by applicable regulations.
We reserve the right to refuse to process or to cancel any pending Transaction as required by law or in response to a subpoena, court order, or other binding government order.
All blockchain-based transactions are non-reversible. Binkabi cannot reverse any Transaction that has been communicated to and confirmed by Blockchain network(s).
Please be advised that the transfer of Digital Asset or National Currency may not be instantaneous. Once you submit your request to the Blockchain network to transfer Digital Asset to Binkabi, or we submit our request to transfer Digital Asset to you, the transfer will be unconfirmed for a period of time (usually less than one hour, but could last up to one day or more) pending sufficient confirmation of the transaction by the Blockchain network. The transfer is not complete while it is in a pending state. Digital Asset associated with transfers that are in a pending state will not be included in your Binkabi Account balance or be available to conduct Transactions.
The risk of loss from holding Digital Asset in a Binkabi Account or in a pending state can be substantial: the price or value of Digital Asset can change rapidly, decrease, and potentially even fall to zero. Upon your confirmation of a Transaction. We are not responsible for, and you agree to hold us harmless against, fluctuations in the Exchange Rate while Digital Asset is in your own possession, for example, with a third-party custodian, or while a transfer of Digital Asset to or from your Binkabi Account is pending.
Please be advised that transferring National Currency from a bank account or mobile money account may not be instantaneous, subject to local regulations and existing operating procedures that could vary across different countries and financial institutions, once your bank or mobile provider’s network receives your request to transfer National Currency to Binkabi, the transfer will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the bank or mobile provider’s network. The transfer is not complete while it is in a pending state. National Currency associated with transfers that are in a pending state will not be included in your Binkabi Account balance or be available to conduct Transactions.
The regulatory framework in relation to transactions involving Digital Asset is still emerging. It is possible that your transactions are or may be in the future subject to various reporting, tax or other liabilities and obligations. Legislative and regulatory changes or actions at the country, regional or international level may adversely affect the use, transfer, exchange, and value of Digital Asset.
There is a risk that your transactions may be affected by system failures resulting from adverse events, natural disasters and other emergencies and unforeseen significant changes in the external environment. With regards to opportunity loss due to things such as emergency situations, technical failures and force majeure circumstances, we will not take corrective actions since we are not able to determine the details of the hypothetical Transaction which would have not been completed.
You may not be able to access your Digital Asset wallet if you lose your private key or password to your external Digital Asset wallet or an account, with the result that your Digital Asset may be permanently lost for you. Binkabi will not be able to help you in this case you will hold us harmless against the loss of your password or key to such external Digital Asset wallets.
You accept the risk that a Transaction may be delayed for any reason and you agree to hold Binkabi harmless from and against any damages or injury arising out of or related to such delay.
5. USER’S BINKABI ACCOUNT
All information you provide must be complete and accurate in all respects. It is your obligation immediately to update any incomplete or incorrect information in your Binkabi Account.
All information you provide to us is subject to storage by Binkabi for a period of seven (7) years (or such other period as Binkabi may determine in order to comply with applicable laws and business practices) for risk management and security reasons, and archival and record-keeping purposes.
If you have previously applied for another Binkabi Account with any of the same information, we reserve the right not to approve the registration of a new Binkabi Account and you may be required to access and use your existing Binkabi Account.
We may be prohibited from providing services or entering into relationships with certain individuals and entities. In the event that we are required to block assets associated with your Binkabi Account in accordance with government sanctions programs or other legal requirements, we may (i) deactivate or cancel your Binkabi Account or block user activity, (ii) transfer Digital Asset from your Binkabi Account to an originating source or to another account specified by governmental authorities, or (iii) require you to transfer your Digital Asset out of your Binkabi Account within a certain period of time. Binkabi is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or governmental agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order. If you were previously denied the registration of a Binkabi Account or had a Binkabi Account closed by us, you may not be able to re-apply for a Binkabi Account.
Because of the numerous factors involved in our evaluation of an application for registration of a Binkabi Account, we reserve the right to decline any application for a Binkabi Account registration or any request for a proposed Transaction, for any reason, permitted by applicable regulations and our internal policies.
Upon successful completion of the registration process, we will establish your Binkabi Account.
SUSPENSION AND DISCONNECTION OF SERVICES/CLOSURE OF BINKABI ACCOUNT
We may suspend (bar), restrict, or terminate the provision of the Services (in whole or in part) and/or close your Binkabi Account or block any Binkabi Account or Transaction without informing you and without any liability whatsoever (although we will, where possible, try to inform you that such action is or may be taken), in addition to all remedies available at law and in equity, under the following circumstances:
As required by a valid subpoena or court order;
If we are aware or have reason to believe that your Binkabi Account, the Services, or any Binkabi Account is/are being used in an unauthorized, unlawful, improper, or fraudulent manner or for criminal activities (or has been so used previously);
If you take any action that Binkabi deems as circumventing Binkabi's controls;
If you fail to comply with any of the conditions relating to the Services, including this Agreement;
If you do anything (or allow anything to be done) which we think may damage or affect the operation or security of the Services; or
For reasons outside of our control.
In the event that a technical problem causes system outage or Binkabi Account errors, Binkabi may temporarily suspend access to your Binkabi Account until the problem is resolved.
We will also close your Binkabi Account upon receipt of your request to close your Binkabi Account. You can close your Account at any time by logging into your Account, clicking on the account settings, and then following the instructions.
Upon closure of your Binkabi Account, we will use reasonable efforts to transfer any balance in your Binkabi Account to you at your designated wallet or account.
You may not use the Binkabi Services to conduct, pay for or facilitate activities that:
Violate any law, statute, rule, regulation or a decision of an applicable authority.
Relate to transactions involving illegal trade or business or trade or business that require a special permission or a license without having such permission or license.
If we determine that you are incurring an excessive amount of chargebacks, disputes, complaints or other irregularities, we may establish controls or conditions governing your Account, including without limitation, by:
establishing new transactional or processing fees;
creating a Reserve in an amount reasonably determined by us to cover anticipated reversals, losses and related fees;
limiting sending or receiving privileges; or
terminating or suspending the Service.
Without limiting the foregoing, we may suspend the Service and block access to your Account (including without limitation the Funds in your Account) if:
you have violated the terms of this Agreement,
we determine that you pose an unacceptable credit or fraud risk or other liability risk to us,
you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct,
we have security concerns regarding your Account, including your credentials, or
we suspect unauthorized or fraudulent use of your Account or any payment information in your Account.
In such cases we will inform you of the suspension of your Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by applicable law. We will reactivate your Account or credentials, or replace it or them, as applicable, once we have resolved the reasons for suspension. You must notify us through Profile page if you wish to request us to reactivate your Account.
We may close your Account at our convenience by providing you with two months’ prior notice.
When your Account is closed:
We may cancel any pending Transactions;
We may suspend, limit or terminate your access to or use of our Services, websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or some or all of the Services;
You will remain liable for all outstanding obligations under this Agreement related to your Account prior to closure;
We may keep your Account information in our database for the purpose of fulfilling our legal obligations and other permitted reasons; and
We may retain your balance of Funds after closure to the extent and for the time we reasonably require to protect Binkabi and/or any third party against the risk of claims, fees, fines, penalties and other liabilities of whatever nature. After this time you will be able to withdraw any undisputed Funds that we are holding.
6. SECURITY AND UNAUTHORIZED USE
Only one login and password can be linked to your Binkabi Account at any time.
You are required not to re-use a combination of login and password for your Binkabi Account for any other online service or website, to protect the security of your Binkabi Account, not to share your Account credentials with any other third party.
You are responsible for all Transactions that take place on your Binkabi Account using your login and password.
You are responsible for maintaining adequate security and control of any and all logins, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Services.
You are required to report any unauthorized access to your Binkabi Account, any unauthorized activity on your Binkabi account or any unauthorized use of Binkabi services from your Account should you discover or suspect such activities, to Binkabi at firstname.lastname@example.org
You are responsible for keeping your email address and other contact information up to date in your Binkabi Account in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your email credentials, loss of a personal device or failure to follow or act on any notices or alerts that we may send to you.
Binkabi representatives will never ask you for your password, so any email, phone call or other communication requesting your password should be treated as unauthorized and suspicious and forwarded to us for further investigation.
If you do share your Binkabi login credentials with a third party for any reason, including because the third party has promised to provide you additional services such as account aggregation or information services, the third party will have access to your Account and your personal information, and you may be responsible for actions taken using your password and login credentials.
The User is responsible for maintaining the confidentiality of information, including, but not limited to their password, email, Wallet address and of all activities including Transactions made by Users. If there is any suspicious activity Binkabi may request additional information from the User, including authenticating documents and freeze the activities/Transactions for the review time. The User is obligated to comply with these security requests or accept termination of Transactions.
Use of Services or performing Transactions without obtaining a prior express permission from Binkabi will result in the immediate suspension of all respective Transactions, as well as all pending buy/sell orders. Any attempt to do so or to assist others (Users or other third parties), or distribution of instructions, software or tools for that purpose will result in termination of such Users’ activities on the Binkabi Platform/Transactions. Termination is not an exclusive remedy for such a violation and Binkabi may decide to take further action against the User.
7. TRANSACTION FEES
Each time you access or use the Service to undertake a Transaction you must acknowledge and consent to the Fees as identified on the Binkabi Platform. By proceeding with a Transaction, you manifest your understanding of and consent to the Fees. If you do not understand or consent to the Fees, you may not proceed with a Transaction.
Both the seller and the buyer must pay the appropriate Fees for the Services used on the Binkabi Platform;
Buyers and sellers on the Binkabi Platform are only required to pay a fee once they’ve negotiated and are happy with the terms of the trade or Post trade Transaction Execution is completed.
Binkabi reserves the right to change, modify, or alter the Fees and the manner of payment we accept at any time.
REFUNDS: Subject to law, once you have paid the Binkabi Marketplace Fee for an introduction to your counterparty, no money will be refunded except in Our absolute discretion.
8. BINKABI USER RATINGS
Each user who registers an account on the Binkabi Platform is subject to being given a Binkabi User Rating based out of five (5) with 5 being the maximum achievable user rating. The Binkabi User Rating is meant to hold accountable those users who are considered poor and dishonest trading partners and promote those users who are considered transparent and honest trading partners. A seller’s User Rating is based initially on the information they provide on their registration form via the Binkabi Platform with a base of 4 for each user and then increasing with each piece of information provided to the Company (i.e. being transparent with us). A buyer’s user initial User Rating is based a mathematical calculation that includes, but is not limited to, the credit analysis and/or credit check that Binkabi performs on the company the user has listed in their account. If a user is both a seller and a buyer, their User Rating will default to the buyer User Rating calculation process. Any user who’s Binkabi User Rating falls below three (3) out of the maximum ten (5) points will be subject to Binkabi’s ultimate and conclusive decision to restrict access to the Binkabi Platform or remove the user from the Binkabi platform completely.
A user’s Binkabi User Rating can increase and/or decrease based on things including, but not limited to, uploading photos and/or agricultural commodities quality certification documents, inputting explicit contact information (i.e. business name, phone number, email address, etc.) in any Listing or Counteroffer, completing or reneging on connections made on the Binkabi Binkabi Platform, and cancelling Acceptance and/or Counteroffers via the Rejection function. All changes to a user’s Binkabi User Rating are done on a mathematical basis. All User Ratings are visible to the public in any initial Listing a user posts and to individual counterparties when a Counteroffer is made.
9. THE USER’S RIGHT AND RESPONSIBILITIES
You agree to comply with and not use the Services in violation of any applicable laws or regulations.
You agree not to:
Copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Binkabi Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes, except as expressly set forth herein.
Frame, link, or display the Binkabi Platform or Content (or any portion thereof) to or as part of any other web site or any other work of authorship without our prior written permission.
Use the Services or any device, software or routine in any manner that could disable, overburden, damage, or impair or interfere with the Services or any other party's use of the Services, including their ability to engage in real-time activities through the Services;
Use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Binkabi Platform;
Introduce any Malware into the Binkabi Platform;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Binkabi Platform, the server on which the Binkabi Platform is stored, or any server, computer, or database connected to the Binkabi Platform;
Violate or assist any party in violating any law, statute, ordinance, regulation, or rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, unlawful gambling, or consumer protections);
Infringe upon Binkabi's or any third party's copyright, patent, trademark, or intellectual property rights;
Act as a payment intermediary or aggregator or otherwise resell any of the Services;
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request. By accessing or using the Services, printing or downloading materials from the Binkabi Platform, or otherwise using the Binkabi Platform, you agree (on behalf of yourself or the company you represent) to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the Services.
To be able to use our services you must meet the following criteria:
You have full legal capacity to enter into a contract; and
If you are an individual, you must be at least 18 years old or older (if the applicable age of majority and contractual capacity in a jurisdiction where you reside is above 18 years of age). By accessing or using the Services you represent and warrant that you are 18 or older and otherwise are legally competent to enter into this Agreement.
You must not be acting on behalf of or for the benefit of, anyone else, unless you are opening the Account for company that you own or the company that employs you or has otherwise formally authorized you to open an account with us on their behalf. If you are using our Services on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to these Terms. When these Terms refer to “you”, it means they will refer to you and that entity, and that entity agrees to be responsible for you and any other user that accesses the Services on its behalf, including for your and their compliance with these Terms.
We may restrict or prohibit access to or use of all or some of our Services from certain locations in countries, depending on various regulatory requirements.
We may amend or modify this Agreement by posting a revised Agreement on the Binkabi Platform and, where applicable, by notifying you 30 calendar days in advance about the upcoming changes and modifications by email. By continuing to access or use the Binkabi Platform or Services after we have posted a revised Agreement, you agree to be bound by the modified Agreement. In the event that you do not agree to be bound by the modified Agreement, you must cancel your Binkabi Account and otherwise cease accessing or using the Binkabi Platform and Services. You further agree that we may (a) modify or discontinue any portion of the Services, and (b) suspend or terminate your access to the Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.
10. THE USER’S REPRESENTATION AND WARRANTIES
REGISTERING AS A SELLER OR BUYER
To market agricultural commodities as a Listing by a seller and/or to make offers to buy agricultural commodities as a buyer on the Binkabi Platform, you must supply your name and email address to obtain a username and password. Only registered users will be permitted to post a Listing and/or Counteroffers, and make connections on the Binkabi Platform. Registering and using the Binkabi Platform includes agreeing to enter into agreements and/or to make purchases of services electronically. Further, you agree that by registering and using of the Binkabi Platform requires compatible hardware, Internet access (from a computer and/or mobile cellular device), and certain software, some of which may require obtaining upgrades or updates from time to time. All fees and costs related to a user’s personal hardware, Internet access and software, including all upgrades and updates, shall be your sole financial responsibility. Moreover, we currently provide our mobile services for free, but please be aware that your carrier’s normal rates and fees, such as text message and data fees, will still apply.
Each user who registers or uploads material warrants that they are over 18 years of age and have provided us with complete, accurate, and current personal information. You must update your personal information if it changes. You consent to us contacting you from time to time to ensure your personal information is current.
You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account and/or password. You warrant that Binkabi is not responsible for any losses arising out of the unauthorized use of your account which is not due to the negligence of Binkabi.
You may upload information to the Website, or instruct us to upload, adjust, or edit information (including any Listing, Acceptance, Counteroffer, and/or Rejection) on your behalf. We will not be liable for any consequences of any errors, omissions, or failures to comply with your instructions or for any delays in following your instructions.
You warrant that you own or have the authority to supply all text, trademarks, pictures, documents, artworks, and other material given or uploaded to the Binkabi Platform. You grant us a non-exclusive perpetual, worldwide, royalty-free license to copy, display, and/or modify that material by any means (including in both electronic and printed form).
If you upload data onto the Binkabi Platform, you indemnify us and will keep us indemnified against all claims, costs, expenses, damages, liability or loss arising from any claims made against us arising out of the inaccuracy or misleading content.
We reserve the unequivocal right to decide whether, where, and how Listings, your information, and/or any photos or documents you upload on the Binkabi Platform are displayed on the Binkabi Platform. Any and all press releases or other public announcements related to your advertisement and/or Listing on the Binkabi Platform, including their method and timing, must first be approved in advance by us in writing (electronically or paper). You may not claim any association with Binkabi.com without our explicit written permission.
WARRANTIES ABOUT CONTENT AND SALE OF AGRICULTURAL COMMODITIES
If you upload any content to the Binkabi Platform or otherwise submit material to be published by us, you warrant that:
if you are a seller, you have the full right to sell/export the agricultural commodities specified in your Listing on the terms of sale specified in that Listing and those negotiated over the Binkabi Platform and/or using Binkabi’s email, text message, and/or App notification system;
all Listings (and goods and services listed) conform to current laws and regulations in the country your business entity is located and operates;
all Listings are free and clear of all impediments;
unless otherwise stated, all quantities in a Listing and/or Counteroffer shall be expressed as the units indicated to the nearest whole number of the unit;
unless otherwise stated, all prices in a Listing and/or Counteroffer shall be expressed in US dollars to nearest cent;
you have the lawful right to distribute and reproduce that content and that it does not infringe on any trade secret, patent, trademark, copyright, and/or other proprietary or intellectual right of any party whatsoever;
it is true and correct;
it is not misleading or deceptive;
it is not libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, unlawful, abusive, inflammatory, or otherwise offensive; and/or
can be lawfully published on the Binkabi Platform by us.
You indemnify us and will keep us indemnified against all claims, costs, expenses, damages, liability, and/or loss arising from a breach of any warranty made by you in these terms.
Without partiality to other terms, to protect the integrity of the Binkabi Platform, we reserve the right (but are not required) to verify the accuracy of any information uploaded by you, including the availability of any goods or services offered for sale or accuracy or uploaded material. You agree that we can contact you and you will provide us with accurate information or clarification of matters related to material uploaded by you.
If any content uploaded is inaccurate and/or untrue, the user responsible for the inaccurate or untrue content must immediately attempt to delete or edit the content and/or contact Binkabi in any way or form to assist in the remedy of the error. The user acknowledges and agrees that Binkabi shall not be liable to the user for any loss that the user may suffer as a result of the incorrect content. Further, in the case of the Binkabi Marketplace, the user acknowledges and accepts that should a counterparty accept the Listing or Counteroffer ‘as is’ and the user accepts as well before realizing the error, the user shall be bound to complete the transaction on the terms so accepted.
LICENSES AND APPROVALS
Before any seller puts a Listing on the Binkabi Platform, they must ensure that they have any and/or all necessary licenses, consents, and approvals to sell and/or export the items listed.
You must not abuse the use of the Binkabi Platform or their respective facilities, systems, resources, accounts, services, networks, or affiliated or linked websites for a purpose other than which the Binkabi Platform’s service is provided or use the Binkabi Platform to engage in any activity that We (in our absolute discretion) think is inappropriate, offensive, or defamatory.
Without limiting this, you agree not to (and not attempt to):
include your name, company name, telephone number, and/or any other contact details in a Listing or Counteroffer;
facilitate or participate in any illegal activity via the Binkabi Platform;
upload or otherwise transmit any computer worms, viruses, or other disruptive or destructive files or malicious or harmful code through or on the Binkabi Platform or Binkabi email, text message, and/or App notification system;
damage, modify, interfere with, disrupt and/or destroy any files data, passwords, devices, software, and/or resources that belong to you;
do anything that compromises the security or stability of the Binkabi Platform;
disrupt or interfere with any other user’s enjoyment and fulfillment of the Binkabi Platform and/or affiliated or linked websites;
use or attempt to use another user’s account, service, or system without authorization from that user or Binkabi;
mirror, in any way or in any form, the Binkabi Platform data, or content from the Binkabi Platform, or results pages on any other website or medium;
data mine or send automated queries of any kind to the Binkabi Platform without Our prior written permission;
harvest and/or otherwise collect information about other users (including, but limited to, email addresses and phone numbers) without their consent except in the ordinary course of using the Binkabi Platform’s services;
transmit through or on the Binkabi Platform spam, chain letters, junk mail, and/or any other type of flooding techniques or mass distribution of unsolicited email to people or entities who have not agreed to be part of such mailings.
create or use a false identity account or one that is not yours on the Binkabi Platform; and/or
obtain unauthorized access to the Binkabi Platform or parts of the Binkabi Platform that are restricted from general access;
Violations, damage, abuse, and our disruption of any and all Binkabi system, network, or service security may result in civil or criminal liability.
You agree to comply with any editorial policies we create from time to time.
We require that:
uploaded content be in English;
trademarks are used correctly and strictly in accordance with English IP and copyright guidelines and regulations;
text and links are kept up-to-date and accurate; and
descriptions, including photo and document uploads, accurately reflect the listed agricultural commodities including quantity available and grade/quality.
You must not upload or submit content to the Binkabi Platform that:
is illegal in nature (including encouraging conduct that might be represented or be justified as a criminal offense);
violates any intellectual property rights (including, without limitation, patents, trade markets, trade names, copyright, and design rights and whether registrable, registered or unregistered or other rights of any person in any jurisdiction in the world;
is threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent, defamatory, or otherwise objectionable
is misleading or deceptive or likely to mislead or deceive other users;
contains universal call-to-action phrases such as “click here”, “link here”, “visit this business”, or other similar phrases that could apply to any ad, listing or business, regardless of content, the type of business or its location;
refers to unapproved, banned, illicit, or otherwise illegal pharmaceuticals or drugs;
contains information that features or advertises or otherwise lists off-shore or online casinos or gambling services;
is unclear or contains unacceptable levels of spelling, punctuation, or grammatical errors or overuse of exclamation marks or capital letters;
opens a pop-up when entering or leaving a linked website’s landing page; and/or
contains links to websites featuring any of the above.
We may revise, remove, or refuse to publish any material uploaded to the Binkabi Platform or otherwise supplied by you to Us at Our absolute discretion and without consulting or notifying you.
We may also remove or refuse content in Our absolute discretion.
11. INTELLECTUAL PROPERTY
All software used in the Website and/or APP, material on, and/or compromising the Binkabi Platform (including photos, graphics, text, data, content of classifieds, advertisements, pictures, videos, and other visual or audio-visual works) and the design, layout, look, and/or appearance of the Binkabi Platform (“Intellectual Property”) is owned by or licensed to Us and protected by copyright and all other intellectual property laws of Singapore and other countries internationally.
Except to the extent necessary for your ordinary use of the Website and/or on your Internet browser, mobile cellular device, or as permitted under other applicable laws, this Intellectual Property may not be used, adapted, reproduced, uploaded to a third party Binkabi Platform, framed, linked to, published, transmitted, and/or distributed in any way or in any form or medium without prior exclusive written consent from the Company. This means you cannot download, copy, or reproduce any material from the Binkabi Platform without Our or the owner’s written permission unless you are acting in the ordinary and proper course of using the Website’s and/or App’s services.
The Binkabi Platform may contain multimedia works and still images licensed to Us from third parties. These works are provided purely for your private, non-commercial use, and you may not (directly or indirectly) distribute, modify, translate, publish, rebroadcast, transmit, or communicate these works or create derivative works from them.
If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and Binkabi accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Services.
By using the Services, you agree that Binkabi may provide you with any notices or other communications about your Binkabi Account and the Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Binkabi Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Binkabi Account and your Binkabi Account will be cancelled.
You accept that we may disclose or receive personal information or documents about you to and/or from the following:
Local and international law enforcement or any competent regulatory or governmental agencies to assist in the prevention, detection, or prosecution of criminal activities or fraud;
Our service providers, dealers, Agents, or any other company that may be our subsidiary, parent company, or partner, for reasonable commercial purposes connected to your use of the Services, such as marketing and research-related purposes;
Lawyers or auditors or to the applicable court in connection with any legal or audit proceedings (notwithstanding that any such proceedings may be of a public nature); and
Others to facilitate our ability to carry out any activity in connection with a legal, governmental, or regulatory requirement.
You must comply with any instructions that we may give you from time to time about the Services.
Your calls, emails, or SMS’s may be monitored or recorded for use in business practices such as quality control, training, ensuring effective systems operation, prevention of unauthorized use of our telecommunications system, and detection and prevention of crime.
If, to the extent permitted by Binkabi from time to time, you grant express permission to a third party to access or connect to your Binkabi Account, either through the third party's product or service or through the Binkabi Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your Binkabi Account credentials. Further, you acknowledge and agree that you will not hold Binkabi responsible for, and will indemnify Binkabi from, any liability arising out of or related to any act or omission of any third party using your Binkabi Account credentials.
Fees exclude Value Added Tax but are subject to other applicable levies and taxes at the then-prevailing rates.
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of Digital Asset or National Currency, and/or to the Transactions you conduct through the Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Binkabi Account. We are not obliged to determine whether taxes or duties apply and are not responsible for calculating, collecting, reporting, or remitting any taxes or duties to any authority arising from any transaction.
14. USE OF THE BINKABI PLATFORM
We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Binkabi Platform, and the content, materials, information, and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by Binkabi from time to time. Any other use of the Binkabi Platform or Content is expressly prohibited. All other rights in the Binkabi Platform or Content are reserved by us and our licensors. We reserve all rights in the Binkabi Platform and Content and you agree that this Agreement does not grant you any rights in or licenses to the Binkabi Platform or the Content, except for this express, limited license.
In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Binkabi Platform are your sole responsibility and we shall have no liability for such decisions.
From time to time, the Binkabi Platform may contain references or links to third-party materials (including without limitation websites) not controlled by us. We provide such information and links as a convenience to you. Such links should not be considered endorsements of these sites or any content, products or information offered on such sites and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Binkabi Platform, including without limitation content, property, goods, or services available on the linked sites.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by Malware. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Binkabi. Always log into your Binkabi Account through the Binkabi Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
Nonetheless, we do not represent or warrant that the content on the Binkabi Platform complies with the laws of any country.
While care has been taken when compiling the Binkabi Platform, it uses information from a range of sources, including third parties who place advertisements (e.g. banners) or allow us to publish information (e.g. live news feeds). We cannot and do not screen all material on the Binkabi Platform before it is posted.
We cannot and do not warrant or represent that:
the Website (including where advertisements are displayed), App, or any servers that store and transmit data to the user is secure and free from errors or omissions, technical inaccuracies, errors, programming bugs, viruses, harmful content and/or components, interference (including malfunction of software or equipment, Internet access difficulties, and/or delay or failure of transmission) or duplicate data; or
your or other’s access to the Binkabi Platform will be uninterrupted, provided without delay or in a timely fashion.
The availability of content on the Binkabi Platform is subject to the limitations of the Internet including re-buffering, loss of connection, and/or dropouts. High speed Internet and/or third (3rd), fourth (4th), or better generation of cellular wireless (i.e. 3G, 4G or better mobile technology) access is strongly recommended. You acknowledge and agree that such hardware, software, and Internet and mobile cellular wireless compatibility requirements, which may change from time to time, are your sole responsibility.
REFUSAL OF USE
Using of the Binkabi Platform is a privilege. We may decline to register you as a user, terminate your registration, and/or restrict your access to the Binkabi Platform (including via any other aliases you use) at any time at our complete discretion without consulting with or informing you that we are doing so. Without limiting this, We consider the following as grounds for refusal of use:
if a serious or multiple complaints are received about you; or
15. LIABILITY AND EXCLUSIONS
You agree not to hold Us responsible for things that you, We, or other users of the Binkabi Platform do. Except as expressly stated in these terms, We and Our employees, agents, and/or contractors exclude all:
warranties whether expressed, implied, statutory, and/or otherwise, relating in any way to the Binkabi Platform including information accessed at the Binkabi Platform, other than those warranties implied by law; and
liability of you or anyone else in respect of any loss or damage (including special, indirect and/or consequential loss, and/or damage such as loss of revenue, unavailability of systems or loss of corruption of data) arising from, or in connection with, any use of the Binkabi Platform (including the information on, or accessed through the Binkabi Platform), or any place where your or other users’ data is displayed, for any reason whatsoever and regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise.
Certain rights and remedies may be implied by law and may not be permitted to be excluded, restricted, and/or altered. To the fullest extent permitted by law, We and Our partners’, employees’, agents’, and/or contractors’ liability for any breach of an implied warranty or condition that cannot be excluded is limited to the re-supply of listing space, information, links, and/or associate Binkabi Platform services, or a refund of fees paid by you.
You indemnify Us and agree to keep Us and Our directors, advisors, officers, employees, agents, contractors, and subsidiaries indemnified against any loss or damage, direct, indirect, or consequential (including legal fees and other costs incurred) by any third party arising out of or in any way connected to:
your use of the Binkabi Platform;
the content of your uploaded material and/or the negotiation, enforcement of deals or transfer of agricultural commodities or money between you and another user.
If a dispute arises between Us in relation to these terms or any other matter related to the Binkabi Platform before beginning legal proceedings (other than in pressing circumstances where an injunction is sought), the distressed party must notify the other in writing (which may include by email or facsimile) and we must both attempt to resolve the dispute promptly and in good faith.
If a dispute arises between you and another user of the Binkabi Platform, that is a matter for you and the involved party to resolve privately. As such, you hereby agree to release Binkabi and Our directors, officers, advisors, employees, agents, contractors, affiliates, and/or subsidiaries from all claims, demands, and damages (including, without limitation, actual and consequential) of every kind of nature, indirect or direct, unknown or known, unsuspected or suspected, undisclosed or disclosed, arising out of or in any way connected with all such disputes. We may, in our discretion, provide discretionary third parties to the dispute with any help that we believe is rational in the circumstances to help resolve the dispute, however, we cannot take sides, mediate, or bring an action on your behalf.
EXCLUSION OF WARRANTIES
All information accessed at or via the Binkabi Platform is provided ‘as is’ without any expressed or implied warranty by the Company. The content of Listings relies on data received from registered agricultural commodities sellers and registered agricultural commodities buyers by us in good faith on the basis of warranties made by them however we are unable to verify the accuracy of this information.
We cannot and do not warrant or represent that:
users are over 18 and otherwise have the capacity to enter into contractual relations’;
users have the capacity to perform their obligations under a contract between buyer and seller negotiated via the Binkabi Platform; and/or
any statement made by or attributed to a user of this Binkabi Platform is accurate or not misleading including (without limitation) the quantity, quality, or type of agricultural commodities listed. You may refer any accuracies or concerns to email@example.com, which we will deal with at our discretion with respect to both parties involved.
You agree that negotiations, deals, and all other contact between you and other users of the Binkabi Platform are conducted entirely at your own risk.
It is your responsibility to verify any information on the Binkabi Platform before relying on it. You agree that any purchases, sales, exchange of monies and/or of agricultural commodities, or any other deals will be made solely in reliance on your own inquiries and inspections and that we have not made any warranties about the truth and/or accuracy of Listings or other advertisements, the suitability, quality, and/or existence of listed items, and/or the ability of users to actually enforce or complete a transaction. We do not warrant that sellers are the legal owners of agricultural commodities listed.
You acknowledge that we are not liable for any direct, indirect, and/or consequential loss of damage (including legal fees and other expenses incurred) arising from or in any way connected with your use of the Binkabi Platform, the purchase, sale, acceptance, or other agreement between users of the Binkabi Platform, and/or any inaccuracy or incompleteness of information contained on the Binkabi Platform or any related printed material.
You agree to defend, indemnify, and hold harmless Binkabi, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to any Transaction, your violation of this Agreement, or your use of the Binkabi Platform, Content, or Services.
YOUR USE OF THE BINKABI PLATFORM AND SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE BINKABI PLATFORM OR SERVICES IS AT YOUR OWN RISK. THE BINKABI PLATFORM AND SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE BINKABI PLATFORM OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BINKABI NOR ANY PERSON ASSOCIATED WITH BINKABI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE BINKABI PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER BINKABI NOR ANYONE ASSOCIATED WITH BINKABI REPRESENTS OR WARRANTS THAT THE BINKABI PLATFORM OR SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BINKABI PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE BINKABI PLATFORM OR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE BINKABI PLATFORM OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BINKABI PLATFORM OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE BINKABI PLATFORM OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BINKABI PLATFORM OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
IN NO EVENT WILL BINKABI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE BINKABI PLATFORM, ANY WEBSITES LINKED TO IT, SERVICES, ANY CONTENT ON THE BINKABI PLATFORM, OR OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BINKABI PLATFORM, SERVICES, OR OTHER WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE PRESENT AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
This Agreement (as from time to time may be amended) forms a legally binding agreement which is binding on you and your personal successors and assigns.
You may not assign or transfer this Agreement to any other person by merger, operation of law, or otherwise. We may assign this Agreement and our obligations hereunder. Subject to the foregoing, this Agreement will bind and inure to the benefit of you and us and our respective agents, heirs, representatives, successors, and assigns.
No failure or delay by either you or us in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
If any provision of this Agreement shall be found by any duly appointed arbitrator, court, or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions herein and all provisions not so affected by such invalidity or unenforceability shall remain in full force and effect.
You hereby represent, warrant, and certify to us that any Digital Asset or National Currency used by you in connection with the Services is either owned by you or that you are validly authorized to carry out transactions using such Digital Asset or National Currency.
You must pay all our expenses in recovering any amounts you owe us, including legal fees, collection fees, and tracing fees.
The Binkabi Platform, Services, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all copyright, trademarks and other intellectual property rights therein thereto, are owned by Binkabi, its licensors, or other providers of such material. You agree that you acquire no rights therein or thereto. Although certain contents of the Binkabi Platform are freely downloadable for personal, non-commercial transitory viewing, they may not be reproduced in whole or in part or otherwise made available without the prior written consent of Binkabi.
Binkabi, the Binkabi logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Binkabi or its affiliates or licensors. You must not use such marks without the prior written permission of Binkabi. All other names, logos, product and service names, designs, and slogans on the Binkabi Platform are the trademarks of their respective owners.
This Agreement is governed by the laws of Singapore.
Nothing herein contained shall preclude any of the parties to this Agreement from approaching any court of competent jurisdiction for an interdict or for relief on an urgent basis.