BnkToTheFuture ®

TERMS AND CONDITIONS OF USE OF THE BNKTOTHEFUTURE.COM ONLINE INVESTMENT PLATFORM

1. INTRODUCTION

Please read these terms and conditions of use of the BnkToTheFuture Online Investment Platform (Terms) carefully before signing up as a user of any of the products or services (Services) offered on the www.BnkToTheFuture.com website  (Website).  These Terms will apply to your use of the Website as well as to any Services you use, in addition to any supplemental terms and conditions you may be required to agree to, in order to access those particular Services.  The Terms constitute a binding agreement between you, as the user of the Website and any Services and each member of the BF Group (as defined below).  Your use of the Website and/or any Services will confirm your acceptance of these Terms.  Please note that changes may be made to the Terms from time to time to reflect changes to the Services offered, changes to applicable laws or regulations or other changes that any member of the BF Group considers desirable.  Any such changes will be published on the Website.

2. DEFINITIONS

In these Terms, capitalised terms have the following meanings:

3. INTERPRETATION

Unless the context otherwise requires in these Terms:

• the singular includes the plural and the masculine includes the feminine and neuter genders and vice versa;
• references to a person include natural persons, companies, partnerships, firms, joint ventures, associations or other bodies of persons (whether or not incorporated);
• writing and written includes any method of representing or reproducing words in a visible form, including in the form of an Electronic Record;
• a reference to shall shall be construed as imperative and a reference to may shall be construed as permissive;
• the term and/or is used to mean both and as well as or. The use of and/or in certain contexts in no respects qualifies or modifies the use of the terms and or or in others. Or shall not be interpreted to be exclusive, and and shall not be interpreted to require the conjunctive, in each case unless the context requires otherwise;
• any phrase introduced by the terms including, includes, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
• headings are inserted for reference only and shall not affect construction;
• references to any statute or statutory provision include that statute or provision as it may have been, or may from time to time be, amended, modified, re-enacted, or replaced and include references to all by-laws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom;
• sections 8 and 19(3) of the Electronic Transactions Law are hereby excluded; and
• any reference to these Terms or to any other terms and conditions, agreement or instrument is a reference to these terms or, as the case may be, the relevant terms and conditions, agreement or instrument as may be amended, restated, supplemented, replaced or otherwise modified from time to time.

4. BF PLATFORM INTELLECTUAL PROPERTY

1. The company name and stylised logo of BnkToTheFuture®, BnkToTheFuture.com®, BnkToTheFuture®, BnkToTheFuture.com® and BF® are registered trademarks owned by the Platform Operator.  All rights to use these registered trademarks are reserved to members of the BF Group.
2. The Platform Operator owns the copyright in all content displayed on or provided through the Website, other than third party images and descriptions licensed for use on the Website and any User Generated Content.  No Website content may be copied, reproduced or revised without the prior consent of the Platform Operator.  Copies of Website content may be saved and/or printed for personal use only.
3. Any User that uploads any User Generated Content to the Website represents that it has the legal right to do so without infringing the intellectual property rights of any other person, and grants BF Group a royalty-free, unlimited duration, irrevocable licence to display and distribute such User Generated Content on the Website and to make use of the content in any manner the BF Group considers appropriate, in its absolute discretion.
4. Members of the BF Group own and assert their intellectual property rights in the software, processes and Website content and Services that constitutes the BF Platform, except to the extent any such intellectual property rights are licensed from third party providers.

5. USE OF THE WEBSITE

1. There is no age restriction for browsing the Website, but a natural person must be aged 18 or over to become a Member. Each User is responsible for checking any additional age restrictions that apply to them in their own jurisdiction.
2. You shall not, and you shall ensure that no person using your Account shall submit any content to or otherwise use the Website or make use of any content or Services displayed on or provided through the Website in any manner that would infringe any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any other person or entity, or violate any law, regulation, court order or contract.
3. You shall not, and you shall ensure that no person using your Account shall submit any content to the Website that:

1. you know is false, misleading, non-factual, lacking of official proof and evidence or inaccurate;
2. is unlawful, threatening, abusive, harassing, racist, prejudice, defamatory, libellous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;
3. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
4. contains software viruses or any other computer codes, files, or programmes that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; or
5. impersonates any person or entity, including any employee or representative of the BF Group.

4. You may only use the content or Services displayed on or provided through the Website for your own personal, non-commercial purposes, unless you are a Funding Member (in which case you may submit Pitches in accordance with these Terms and a Pitch Agreement) or a Broker Member (in which case you may act as a broker for Investor Members in accordance with these Terms).
5. You shall not take any action that imposes or may impose (as determined by the Platform Operator in its sole discretion) an unreasonable or disproportionately large load on the BF Platform's infrastructure; interfere or attempt to interfere with the proper working of the Website or any Services; bypass any measures used to prevent or restrict access to any part of the Website or any Services (or other accounts, computer systems, or networks connected to the Website); attempt to or actually override any security component included in or underlying the Website; run mail list, list serv, or any form of auto-responder or "spam" on the Service; use manual or automated software, devices, or other processes to access, "scrape", "crawl" or "spider" any page of the Website or any Services provided on or through the Website; or perform any activities through the Website that are not expressly permitted by the Platform Operator and/or these Terms.
6. You shall not directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website or any Services, except to the limited extent applicable laws specifically prohibit such restriction; modify, translate, or otherwise create derivative works of any part of the Website or any Services; or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
7. You shall not engage in "framing", "mirroring" or otherwise simulating the Website; and you shall not use any manual or automatic mechanism for monitoring any activity conducted on or through the Website for any purpose, unless expressly permitted by the Platform Operator and/or these Terms.
8. The Platform Operator does not guarantee the availability of the Website or any Services or that any User Generated Content will be made available on the Website.  The Platform Operator reserves the right, at any time, for any reason, and without notice to: (i) cancel, reject, interrupt, remove, or suspend any Pitch; (ii) remove, edit, or modify any content, including, but not limited to, any User Generated Content; and/or (iii) remove or block any User Generated Content.
9. The BF Group is not responsible for, does not endorse and makes no representation whatsoever as to the truth, accuracy, correctness or otherwise of any User Generated Content.
10. The inclusion of a link to another website on the Website does not imply any endorsement or control of such website. Unless expressly stated, no websites linked to the Website are under the control of the BF Group.  Accordingly, the BF Group assumes no responsibility for the content of any such websites and disclaims liability for any and all forms of loss or damage arising out of the use of them.
11. While the Platform Operator takes reasonable steps to ensure that the Services correspond with their descriptions on the Website, it takes no responsibility for any variation between such descriptions and the actual Services provided.

6. NO INVESTMENT ADVICE

1. The Platform Operator is registered with the Cayman Islands Monetary Authority as an arranger of deals in securities (as defined in SIBL).  The BF Platform operated by the Platform Operator is designed to bring together businesses seeking investment finance with investors looking to invest in such businesses.  Investor Members are required to make their own assessment of any investment opportunity presented to them on the BF Platform.  Neither the Platform Operator nor any other member of the BF Group should be regarded as advising on the suitability of any investment opportunity presented on the BF Platform and, in particular, the presentation of an investment opportunity on the BF Platform should not be regarded as an implied recommendation of such opportunity by any member of the BF Group to Investor Members or any other person.

7. INVESTMENT RISK WARNING

1. Investments through the BF Platform are speculative and not intended for unsophisticated or retail investors.  You should not make any Investment through the BF Platform if you are not able to bear the loss of your entire Investment.    

8. USE OF COMMUNICATION FACILITIES

1. When submitting any content or making any other communication through the BF Platform or any communications system provided on the BF Platform you must:

1. not use obscene, offensive, racist, sexist,  antisocial and vulgar language;
2. not behave in a manner that may cause offense to other Users, or behave in an antisocial way such as - online "trolling" or harassing;
3. refrain from abusive, offensive or threatening behaviour towards other Users;
4. not submit any content that is unlawful or otherwise objectionable. This includes but is not limited to content that is abusive, offensive, threatening, harassing, prejudice, defamatory, attack on religious beliefs, ageist, sexist, or racist;
5. not submit any content that is intended to promote or incite hate and/or violence;
6. not submit any content, express opinions, ideas or beliefs without hard official proof of evidence or without legal validation that may discredit, mislead, or cause loss and harm in any way including, but not limited to, financial or personal loss and harm to any person's reputation;
7. make all submissions or enquiries in the English language;
8. only identify yourself by means which do not violate these Terms or any applicable law or regulation;
9. not impersonate other people, particularly employees and representatives of the BF Group;
10. not use the BF Platform for unauthorised mass-communication such as “spam” or “junk mail”; and
11. not refer to, intervene in, interfere with or intercept information relating to any ongoing investigation, litigation or dispute carried out by or involving the BF Group. Any dispute and/or litigation shall be strictly between the BF Group and the individual User and shall be kept strictly private and confidential. Any User that breaches this obligation will be liable for any direct or indirect loss or damage to any member of the BF Group,  whether financial, reputational or otherwise, together with any costs of recovery from such User.

2. You acknowledge that the Platform Operator reserves the right to record, monitor and retain copies of any and all communications made through the BF Platform.
3. You agree that the Platform Operator may communicate with you through your Account or through other means including but not limited to email, mobile devices, smartphone devices and other digital electronic devices, telephone, or delivery services such as courier services and postal services; and that the Platform Operator may contact you to discuss your Account, the BF Platform or any Services. Please review the settings on your Account to control what kind of messages you receive from the BF Platform. You acknowledge and agree that the BF Group accepts no liability associated with or arising from your failure to maintain accurate contact details or other information on your Account, including, but not limited to, your failure to receive critical information about any Services.
4. The BF Platform offers various forums such as "Questions and Answers" and "Network Updates", where you can post your observations and comments on designated topics and Pitches. The BF Platform also enables sharing of information by allowing users to post updates, including links to news articles and other information such as other pitches, due diligence, product recommendations, and other content to their profile and other parts of the Website, such as "Company Pages".
5. Any questions, feedback, suggestions, comments, inquiry and or requests you post on the "Questions & Answers" section of the Website in relation to any Pitch, must not contain any false or unfounded accusation and must not intend to cause harm, damage or loss to the Funding Member that has submitted the Pitch. In the case of criticism, you may provide constructive criticism only without use of vulgar or abusive language, you will avoid criticism that may cause the Funding Member embarrassment, loss, damage or harm, or negatively affect the reputation of its Pitch, unless the criticism is justified and backed by hard or digital evidence to be legally truthful and accurate. Any information, comment and opinion you wish to express or disclose publicly in relation to a Pitch must be backed verifiable evidence or information. Any information disclosed must be factually accurate and truthful, and must not constitute defamation or a disclosure of private and confidential information.
6. Funding Members that submit a Pitch can create "Company Pages" for free, however, the Platform Operator may close or transfer any "Company Pages", or remove any content, including any Pitch, from the Website at any time without prior notification if the content violates any of these Terms, any third party's intellectual property rights or any other law, regulation, court order or contract.
7. Please note that ideas you post, due diligence and information you share may be seen and used by other Users, and the BF Group cannot guarantee that other Users will not use the ideas, due diligence and information that you disclose and share on the BF Platform. Therefore, if you have an idea or information that you would like to keep confidential and or don’t want others to use, or may be subject to infringement of third party rights due to you sharing it, do not post it anywhere on the Website. The BF Group is not responsible for any User’s misuse or misappropriation of any content or information you post on any part of the Website.
8. You are solely responsible for your interactions with other Users. Without any prior notification to you, the Platform Operator may in certain circumstances, prohibit, block or restrict your use of the Website or any Services and/or your communications with other Users through the BF Platform. The Platform Operator reserves the right, but has no obligation, to monitor disputes between you and other Users and to restrict, suspend, or close your Account at any time for any or no reason.
9. You agree that any translation of these Terms or any other documentation relating to the BF Platform, provided to you by the Platform Operator, is for your convenience only and that the English language versions of these Terms and any such other documentation shall prevail in the event of any inconsistency.
10. You acknowledge and agree that any communications and information you submit to the BF Platform or through any communication system provided on the BF Platform, such as posting comments and opinions on any Website forum, may be removed or modified in any way by the Platform Operator, without any prior notification, for any reason and without having to provide a reason to you, and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of your communications and information must be communicated to us in advance, yet we reserve the right to reject such terms and associated information.
11. You acknowledge and agree that any ideas, suggestions, documents, or proposals you submit to the BF Platform through its comment, suggestion or feedback webpages, do not constitute your confidential or proprietary information; and that the BF Group is under no obligation of confidentiality, express or implied, with respect to any such submission, shall be entitled to use or disclose any such submission for any purpose, in any way, in any media worldwide. You irrevocably assign to the BF Group all rights in and to any intellectual property contained in any such submission, and acknowledge that you are not entitled to any compensation or reimbursement of any kind from the BF Group in respect thereof.

9. MEMBERSHIP

1. All Users must first open an Account on the BF Platform to become a Member.  Membership gives a User access to certain Services and rewards as set out in Clause 11, but a Member cannot make Investments on the BF Platform until it becomes an Investor Member.
2. To become an Investor Member, a Member must also complete the BF Platform's customer due diligence (CDD) process, which is required for the BF Group to comply with its obligations under applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery and sanctions (collectively AML) laws, rules and regulations.  The CDD process for Investor Members involves the Member providing such verification of its identity and source of funds/wealth as the Platform Operator may require, and an Investor Member will be required to update and/or supplement any such CDD periodically, at such intervals as the Platform Operator considers necessary or reasonable to comply with the BF Group's AML obligations.  An Investor Member must also verify that it is a HNW Person or a Sophisticated Person, and, if applicable, that it falls within a specific category of professional investor within its jurisdiction.  The specific verification requirements from time to time will be displayed in the verification section of your Account.  In the Platform Operator's discretion, a Member may be granted Investor Member access to the BF Platform prior to completing the CDD process, but that process must be completed prior to the Investor Member making its first Investment.  It is each Investor Member's responsibility to update its CDD information provided to the Platform Operator if any of the details contained therein become out of date.
3. To become a Premium Member, an Investor Member must hold the minimum amount of BF Tokens as set out in Clause 11 and/or specified on the Website from time to time to unlock Premium Services.
4. Broker Members are admitted to the BF Platform by separate agreement with the Platform Operator.  They are authorised to act as brokers on behalf of Investor Members in certain jurisdictions where local securities regulations prevent those Investor Members making Investments on their own behalf.  Where a Member is resident in an applicable jurisdiction it will be directed to open an account with the relevant Broker Member at the time it applies to become an Investor Member.  An Investor Member that invests through a Broker Member will access Services through the Website as if it were investing directly, but technically any Investment will be made by the Broker Member on its behalf (and the terms and conditions applicable to its account with the Broker Member will apply to any such Investment in addition to these Terms and any other applicable BF Platform terms and conditions).
5. To become a Funding Member and submit a Pitch on the BF Platform, a User must open an Account, submit certain information relating to the Pitch, and complete the BF Platform's CDD process.  The CDD process for Funding Members and their proposed Pitches, includes verifying the identity of the individual Funding Member and due diligence on the entity offering Portfolio Company Securities.  Successful applicants must also enter into a separate Pitch Agreement with the Platform Operator.
6. In certain circumstances, the Platform Operator (or third party service providers acting on its behalf) will accept self-certifications from Members in relation to their investor status for regulatory purposes, in lieu of full third party certification of such status that may be required by the laws and regulations applicable to other Members.  Where self-certification is accepted, the Member submitting the self-certification will be deemed to represent and warrant to each member of the BF Group that all information contained in the self-certification is true, accurate and correct and that no information is omitted that would result in such information being misleading in any way.
7. You acknowledge and consent to your use of third party service providers for purposes of screening Members for purposes of legal and regulatory compliance, including, but not limited to, compliance with applicable international and/or national sanctions, and AML compliance.
8. No person who is a direct or indirect competitor of the BF Platform (or any Affiliate of such person) may be a Member and any use of the Website to obtain information or content for any competitive purpose will be a breach of these Terms.

10. PITCHES AND INVESTMENTS

1. All Members can access general but limited investment information on the BF Platform, but only Investor Members are able to access the full investment section, including the "Pitch Summary" page of the Website and make Investments.  Clicking on any Pitch Summary will reveal additional information about the Pitch on its "Pitch Detail" page of the Website.  The Pitch will include responses to questions posed by the BF Platform as well as  files such as business plans, financial forecasts, slide decks, articles of association, video pitch and any shareholder agreements submitted by the relevant Funding Member. The Pitch will also include information on how much finance the business is seeking, what percentage of its equity it is offering (where applicable) and how long the Pitch will stay active (meaning for how long Investments will be accepted). The detailed Pitch is the information upon which Investor Members make an investment decision with respect to a proposed Investment.
2. The Platform Operator has reviewed every Pitch published on the Website and taken reasonable steps to check that the information in the Pitch is fair, clear and not misleading. While the Platform Operator takes reasonable care in its review of any evidence provided for factual statements made in any Pitch, it does not audit or endorse it and will not be liable for any failure to identify forged or altered evidence or information or deliberately misleading or inaccurate statements made in any Pitch (except where such failure is the result of its gross negligence).  As a result, each Investor Member will be solely responsible for performing its own due diligence on any Pitch, which can be facilitated by joining the "Pitch Investor Zone" on the Website.  You should further note that the Platform Operator's approval of a Pitch for publication on the Website, does not constitute its endorsement of any aspirational statements, or statements of opinions or belief made in the Pitch by the entrepreneurs who have submitted it.
3. The Platform Operator does not provide investment advice.  Its approval of a Pitch for publication on the Website does not imply any recommendation by the Platform Operator of the proposed Investment contained in the Pitch. The BF Group will not be liable for any investment losses incurred by an Investor Member that makes an Investment based on the information contained in a Pitch.  Investor Members should recognise that all Investments made on the BF Platform are speculative and no Investor Member should make an Investment unless it is prepared to bear the loss of the entire amount invested.
4. Pitches are made available on the BF Platform for the sole purpose of Investor Members evaluating the Investments proposed therein.  Any confidential information contained in a Pitch must be kept confidential and not used for any other purpose, in accordance with the terms of the Non-Disclosure Agreement Investor Members must agree to prior to viewing any Pitch.
5. An Investor Member must enter into an Investment Agreement and provide its Payment Information at the time it pledges Funds to an Investment pursuant to a Pitch or deposits Funds into its Account for Secondary Market purchases.  Payments may be made via any Payment Gateway and will be held in an Escrow Account.  Where Funds are submitted for Investment pursuant to a Pitch, they will be held in an Escrow Account for the duration of the applicable funding period and then returned (if the funding goal is not reached) or released to the Platform Company to make the Investment in accordance with the terms of the Investment Agreement.  Where Funds are deposited for the purpose of Secondary Market purchases, they will be held in an Escrow Account until applied to a purchase or a withdrawal is requested.
6. Funding Members cannot cancel their Pitch while it is live on the BF Platform, but the Pitch can be cancelled at the end of its funding period.  If a Pitch is cancelled, all Investor Members that have pledge Funds will have those Funds returned.
7. Upon an Investment being funded through the BF Platform, the Funding Member responsible for the applicable Pitch shall be responsible for ensuring that the investment interests offered pursuant to the Pitch are issued to the Platform Company, as nominee for the investing Investor Members.  No member of the BF Group shall be responsible for any losses resulting from a Funding Member's failure to do so, in the absence of any fraud, wilful misconduct or gross negligence on the part of such BF Group member.
8. The BF Group accepts no responsibility for any failure by an Investor Member to successfully make a specific Investment as a result of any incorrect or incomplete Payment Information submitted by the Investor Member or any non-receipt of pledged Funds into an Escrow Account during the applicable funding period (for example, where Funds are sent by bank wire transfer and do not arrive in time).  Any Funds pledge pursuant to a Pitch that arrive in an Escrow Account after the end of the applicable funding period will be returned.  No interest will be payable on any amounts held in an Escrow Account and any interest that accrues will be retained for the benefit of the Platform Operator.
9. Any transaction fees payable to a third party provider of a Payment Gateway when Funds are paid into an Escrow Account, returned or withdrawn from an Escrow Account will be payable in addition to the amount of any pledged Investment or deducted from any amount returned or withdrawn, as applicable.  
10. The Platform Operator may charge withdrawal fees on any withdrawal by an Investor Member from its Account at the rate published on the Website from time to time.
11. A Funding Member that submits a Pitch shall be entitled to reject a proposed Investment by any Investor Member, for any reason or no reason.  If a Funding Member rejects an Investor Member's proposed Investment, any pledged Funds submitted by the Investor Member to an Escrow Account in respect of the proposed Investment shall be returned.
12. Any Funds that are to be returned to an Investor Member from an Escrow Account may, at the Investor Member's request be retained in an Escrow Account.  Any Funds so retained will be subject to any applicable withdrawal charge, if later withdrawn.
13. Any Funds paid into an Escrow Account by an Investor Member by bank wire transfer and subsequently returned or withdrawn, will be repaid to the same bank account from which they were originally sent.
14. Funding Members should not take any action in anticipation of an Investment being funded through the BF Platform prior to receiving subscription Funds from the Platform Company for the investment interests offered pursuant to the applicable Pitch.  No member of the BF Group will be liable to a Funding Member for any losses incurred by a Funding Member in anticipation of funding from a Pitch that does not result in an Investment though the BF Platform.

11. BF TOKEN REWARDS AND LOYALTY PROGRAM

1. Members will be entitled to receive BF Tokens as rewards (BF Token Rewards) for providing specific services to the Platform (in accordance with offers published from time to time on the Website, to which these Terms will apply) or, in the case of Premium, Premium+ and Premium+ Partners Members, for making qualifying Investments.
2. Membership gives a User access to reward tiers based on the completion of CDD process, as set out in the table below: