These terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms”) govern the services provided by your access and use of Coins by Bamboo (“the Product”) and its subdomains (collectively, “Website”) or using or downloading our mobile application the “Coins by Bamboo”, including any content, component, functionality and/or service offered on or through Website or the Product (collectively and together with Website and the Product App, the “Platform”) owned or controlled by Bamboo Global, Inc. a Delaware company (“Bamboo Global”), and proffered by Internode Pay Limited (“Company” or “Internode Pay” or “we” or “our” or “us”) whether as a guest or registered user of the Platform (a “user” or “User”). All references to “you” or “your,” as applicable, mean a user and/or the Person who accesses, uses and/or participates in Platform in any manner, and such Person’s heirs, assigns, and successors. If you use Platform on behalf of an entity, “you” or “your,” as applicable, means that entity and its affiliates and their respective directors, officers, employees, and agents.

ACCEPTANCE OF THESE TERMS.

By using or downloading the Product app or accessing or using the Platform, you indicate your acceptance of the following terms on your own behalf and on behalf of any organisation you represent. If you do not agree to these terms (or any updates to or modified versions thereof), you should discontinue use of the Platform immediately.

DEFINITIONS

For purposes of the Terms,

“Account” means a data account created by you on our Platform(s), where we record your Available Balance, transaction data and other information from time to time;

“Available Balance” means the total sum in your account, minus any pending transactions, holds, applicable fees or minimum balance requirements, that you can use to initiate a remittance transaction through our Service.

“Bamboo Platform” means Bamboo’s Website and its subdomains or Bamboo’s mobile application, including any content, component, functionality and/or service offered on or through Bamboo’s Website or mobile application.

“Business Day” means any day on which the Canadian banks are open for business;

“Effective Date” means the date on which the Terms come into force and become legally binding between the user and Internode Pay for the use of the Platform;

“Minimum Age” means the greater of (i) 13 years old or (ii) the age required by applicable law, if such law requires that you must be older in order for us to lawfully provide the Services to you without parental consent (including using of your personal data).

“Resources” means application, products and tools we provide to you either directly or indirectly;

“Services” means all the services provided by us to you under these Terms, including the Remittance Services (i.e., remitting of funds) offered through the Platform;

“The Product” means Coins by Bamboo;

“The Platform” means the Coins by Bamboo App and Website, including any content, component, functionality and/or services offered on or through the same;

“Third Party” means the product sponsoring providers other than Bamboo Global and its affiliates, including Internode Pay Limited.

ELIGIBILITY

YOUR DUTY TO REGULARLY REVIEW THESE TERMS.

We reserve the right to change these Terms from time to time without notice, by posting an updated copy of these Terms to the Platform. You acknowledge and agree that it is your responsibility to review these Terms periodically to familiarize yourself with any modifications. Your continued use of this Platform after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

By visiting or accessing our Platform, either directly or indirectly you agree to use the Platform only for the purposes intended as permitted by these Terms and (b) applicable laws, regulations, and generally accepted online practices or guidelines.

In order to access or use some of the features on Platform, you will be required to log in to and create an account (your “Account”) on the Platform. Platform practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy which can be found here.

You will create your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that:

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms or any applicable law, then we may immediately suspend or terminate your Account. We also reserve the more general and broad right to terminate your Account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason whatsoever, with or without advance notice and without liability. These Terms and any other documents, policies, or agreements referenced or incorporated herein will continue to apply until terminated by either you or us. If you choose to terminate your use of Platform, you may do so by contacting us by email or through the Platform. Once your use of the Platform is terminated, your ability to log in will be immediately deactivated. If you terminate your use of Platform, you will remain obligated to pay any outstanding fees, such as any commissions, if any, relating to your use of Platform or as a result of any other agreements that you may have with us or any of our Affiliates. If you have any questions or trouble terminating the use of Platform, you can contact us by email or through the Product app. We may continue to maintain information about a customer after their use of Platform is terminated only to the extent necessary to comply with applicable laws and to further legitimate business needs. The Platform is intended to be a supplement, not a replacement to your Account. All agreements and disclosures that you have entered into in connection with or that apply to your Account with us and each and every current and future affiliate of Company also apply to the Platform and your use thereof.

Bamboo Global has granted to the Company, and the Company hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive right to use the Platform provided to you as part of the Services provided by the Company. The license is granted to you for the sole purpose of enjoying the benefit of the services provided on the Platform, in the manner permitted by these Terms. The services provided via the Platform are protected by international intellectual property law, copyright, trademark and other laws of both the United States and other relevant laws.

Nothing in these Terms shall give you the right to use Bamboo Global, Bamboo Global Affiliates’, Third-Party Providers or the Company’s name or any of their trademark, logos, domain names, and other distinctive brand features for profit or non-profit cause. All right title, and interest in and to the Platform are and will remain the exclusive property of Bamboo Global. Feedback, comments, or suggestions provided by you are voluntary and 4 implementation is effected at the sole discretion of the Bamboo Global without any obligation to you.

In connection with your use of Platform you agree and represent you will not engage in any Prohibited Use (as defined below). We always reserve the right to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with or engaging in a Prohibited Use.

Without limitation, you agree not to do any of the following:

You undertake to use the information, Services and Resources provided on the Platform only for the purposes intended as permitted by these Terms and the applicable laws, regulations and generally accepted online practices and guidelines.

You undertake to provide us upon request information about yourself such as your identification documents, proof of address, phone number and confirm your current country of residence, or any other information as we may reasonably request.

You undertake to check and confirm payment details and fees before making any payment or undertaking any transaction. The Company will not be liable for recovery of funds regarding payments made to an incorrect account(s);

You undertake to maintain the confidentiality of any login information associated with any account you use to access our resources. Furthermore, you undertake to take responsibility for every activity under your Account;

You undertake to take responsibility for any consequences, losses or damages that you may directly or indirectly incur due to any unauthorised activities you engage in and may incur civil or criminal liabilities for such actions;

You undertake to use a strong password and keep it confidential and not transfer any part of your Account.

All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in and in relation to the Platform, its content, and any materials provided through it, are owned by us. You acknowledge and agree that you do not acquire any ownership rights by accessing or using the Platform.

Except as expressly licensed herein, you will not use, access, integrate with, modify, translate, create derivative works of, reverse engineer, or otherwise exploit the Product or any aspect thereof. We reserve all rights, title, and interest (including the right to enforce any such rights) not expressly granted in these Terms.

Nothing in these Terms shall give you the right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features for profit or non-profit cause. All right, titles, and interest in and to the Platform are and will remain our exclusive property. Feedback, comments, or suggestions provided by you are voluntary and implementation is effected at our sole discretion without any obligation to you.

You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide licence to use your name, trademarks, and logos for distribution, marketing, and promotional purposes, in connection with your use of our Products, in all formats and media. This licence remains in effect for existing materials and instances even if you stop using Platform.

Trademarks and logos of Third Parties are the property of their respective owners and do not represent endorsements of any kind. Unless otherwise noted, the Company and its affiliates are not partners, affiliates or licencees of these companies. Except as otherwise 7 specifically provided in these Terms, you may not download or save a copy of the Service or any portion thereof, for any purpose. You may, however, print a copy of individual screens appearing as part of the Service solely for your personal, non-commercial use or records, provided that any marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens.

When utilising the communication tools on our Platform, such as but not limited to blog comments, public chat, forums, and social media services, be aware that we do not routinely pre-screen or monitor user-generated content. Your use of these tools implies a personal responsibility to employ them ethically. By posting or utilising these tools, you agree not to share any content that is illegal, threatening, defamatory, abusive, fraudulent, deceptive, invasive, racist, or contains explicit language. Additionally, you agree to refrain from infringing on any intellectual property rights, engaging in unauthorised advertising, or impersonating individuals, including our Company’s employees or representatives.

We reserve the exclusive right to remove any content, at our sole discretion, that we believe violates these Terms or is deemed offensive, harmful, objectionable, inaccurate, or in violation of third-party copyrights or trademarks.

We are not liable for any delay or failure in the removal of content. By posting content that we opt to remove, you hereby give your consent for its removal and agree to waive any claim against us.

You will have only one Account where your Available Balance is located.

Our Remittance Services will only be activated upon receipt of the necessary information allowing us to identify you and fulfil all relevant customer due diligence requirements. We are obligated to maintain records of such information and documents in compliance with applicable legal and regulatory standards.

reference to a currency shall mean that amount or the local currency equivalent in which your reference wallet(s) is denominated.

any transaction that is in a currency different from the currency of the wallet you choose to deposit into will require currency conversion to the currency of the wallet deposited into.

The Remittance Services are not considered a credit or bank product. It is your responsibility to always maintain a sufficient Available Balance to cover your transactions 8 and the applicable fees. In the event a transaction is processed with an amount exceeding the Available Balance, you are required to promptly repay us the excess amount. We retain the right to halt any existing or subsequent transactions in response to such occurrences.

In the event that we erroneously credit your Account due to a transaction error, we retain the right to automatically deduct the excess amount from the Available Balance.

promote, offer for sale or sell any security or item, good or service that:

• a.        unclear;
• b.        Fraudulent or illegal;
• c.        not originating from you; or
• d.        likely to lead us to violate legal or other obligations. Additionally, we may refuse to act on instructions if we suspect that the Remittance Service is being utilised for any unlawful purpose

Transactions may be restricted by Account type, individual usage patterns and payment risk profiles. Accounts are issued in accordance with regulatory limits and conditions. We reserve our rights to change particular payment restrictions for any reason without notice and to the extent required to meet our regulatory obligations.

You undertake to pay the fees and charges as set out on the Company’s Platform and in any of the Company’s documentation shared with you. All fees and charges must be paid when specified or if no time is specified, upon demand, all fees and charges are not refundable.

You undertake that in the event you default by not paying the fees and charges when payable, we may capitalise the overdue amount into your account. You will be liable for any interest that may accrue thereon on the capitalised amount.

If you are an existing user of the Bamboo Platform, once the Product is integrated with the Bamboo Platform, the interoperable capabilities of the Product serve as an interface for you to be able to seamlessly set up your account by simply logging in using your login details.

Users of the Bamboo platform have the option to link their existing account with the Product to streamline the registration process.

By choosing to link your accounts, you agree to utilise a Single Sign-On (SSO) mechanism, allowing you to use your credentials on the Bamboo Platform to access the Platform, without the need for a separate registration process.

You acknowledge and consent to the sharing of necessary account information between the Product and the Bamboo Platform to facilitate a seamless and integrated experience. This may include but is not limited to user profile information and transaction history

Both platforms commit to maintaining the security and confidentiality of shared user data in accordance with applicable data protection laws and regulations.

You retain the right to unlink your accounts at any time, reverting to a separate login for each platform based on the preferences set within the Bamboo Platform settings.

You agree to receive relevant communications and notifications related to both Platforms based on the preferences set within the Bamboo Platform.

While we have put resources into building and testing our computer systems, computer glitches, slowdowns, and crashes will occur. We will also need to restrict access to some parts of our Platform or our entire Platform to perform routine maintenance. We will try to schedule our maintenance outside business hours and during periods expected to cause minimal disruption.While it is our intention that our Platform will be available seven days a week except when maintenance is scheduled (usually for weekends), you understand that we do not guarantee that you will always be able to access Platform. Technical problems can arise on your end, our end, or anywhere in between: your computer may break down; the connection between your computer and your Internet service provider may not work properly; your Internet service provider may go down; or our computers and the computers we link to may be unavailable due to unforeseen system outages.

You are responsible for ensuring the safety of your Account.

We recommend that you use appropriate, up-to-date security software and definitions to reduce the risk that your system will be susceptible to unauthorised access and intrusion.

You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities.

You agree that neither the Company nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your failure to keep your Company Account (including login and password details) secure, or from any unauthorised access to your Company Account as a result of malicious code (such as viruses or Trojans) or your failure to update to the latest version.

We will take reasonable steps consistent with our legal duties to protect your Company Account and secure it, however we are not liable for security breaches that may occur where we have complied with those obligations.

You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorised or unintended third parties. E-mail notifications sent by the Company will not contain sensitive or confidential information. Due to security risks, you should not send any sensitive information, such as account numbers or passwords in an unencrypted email. E-mails may fail to transmit properly. Regardless of whether you receive an e-mail notification, you agree to check Company’s Platform to avoid missing time-sensitive information. You further agree that for your records, you can download and save or print the communications received via electronic delivery.

We reserve the right to view, monitor, and record activity on our Platform without notice to or permission from you. You authorise us to use vendors to verify your identity or information provided by you. Any information obtained by monitoring, reviewing, or recording activity on Platform is subject to review by law enforcement organisations in connection with investigation or prosecution of possible criminal activity as well as by any regulatory agency or self-regulatory body with supervisory authority over the Company. The Company will also comply with all Canadian, and other applicable federal or state court orders involving requests for such information. The Company reserves the right to record all telephone calls, chat, and other communications to the Company to help us with the quality of our Service and for other reasons that we deem appropriate to protect our customers or for our own protection.

By providing the Company with your e-mail address, you agree to receive all required notices electronically to that e-mail address to the extent permissible by law. It is your responsibility to update or change the e-mail address registered with the Company, as appropriate. If you become aware of any unauthorised use of your information, please contact the Company. Further, by registering with the Company you are aware and consent that electronic signatures and electronic documents will be used instead of paper documents. You agree and are giving consent to electronic delivery of all communications which includes, but is not limited to, all current and future account statements, trade confirmations, notices, disclosures, regulatory communications (including prospectuses, 11 proxy solicitations and privacy notices) and other information, documents, data and records regarding your account all services provided by Company delivered or provided to you by the Company.

Your consent will be effective immediately and will remain in effect until either the Company or you revoke it. You understand that it may take up to three business days to process a revocation of consent to electronic communications and you may receive electronic notifications in the interim.

You may revoke or restrict consent to electronic delivery of the Company’s communications at any time by notifying the Company. You have the right to request paper delivery of any communication that the law requires the Company to provide in paper form. If you revoke or restrict consent to electronic delivery, the Company, at its discretion, may charge a service fee for the delivery of communications that would otherwise be delivered electronically, restrict your account, or close your account and terminate access to Platform.

You agree that we may, at our sole discretion, without notice, terminate these Terms, or suspend or terminate your access to the Service, with or without cause, with or without notice and for any reason without limitation, at any time and effective immediately. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any registration information. We shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to such termination or suspension.

By using our website, you understand and agree that all Resources we provide are “as is” and “as available”. We make no representations or warranties that:

• a.        the use of our Resources will meet your needs/expectations or requirements;
• b.        the use of our Resources will be uninterrupted, timely, secure, or free from errors; and
• c.        the information obtained by using our Resources will be accurate or reliable;
• d.        any defects in the operation or functionality of any Resources we provide will be repaired or corrected;

You acknowledge and consent that (i) the acquisition or use of any content from our Resources is entirely at your own discretion and risk; you are solely accountable for any harm to your computer or other devices and any potential loss of data resulting from the download of such content, and (ii) no information or advice, whether conveyed, suggested, orally provided, or in writing, obtained from us or through any 12 Resources we offer, shall establish any warranty, guarantee, or conditions of any nature, except for those explicitly stated in these Terms;

We will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, revenue, income, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (1) the use of or the inability to use the content or the service; (2) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into, through or from the service; (3) access to or alteration of your account, transmissions or data due to your conduct, inaction or negligence; or (4) any other matter relating to the content or the service.

We will not be liable to you or anyone else for any consequential, incidental, special, direct, or indirect damages (including but not limited to lost profits, trading losses or damages that result from use or loss of use of platform and third-party content, inconvenience, or delay). This is true even if the company has been advised of the possibility of such damages or losses

We will not be liable to you or anyone else for any loss resulting from a cause over we not individually have direct control this includes failure of electronic or mechanical equipment or communications lines (including telephone, cable and internet), unauthorised access, viruses, theft, operator errors, severe or extraordinary weather (including flood, earthquake, or other act of god), fire, war, insurrection, terrorist act, riot, labour dispute and other labour problems, accident, emergency or action of government. If you live in a jurisdiction that does not allow the limitation or exclusion of liability or incidental or consequential damages, some or all of these limitations and exclusions may not apply to you.

You hereby agree to defend, indemnify, and hold us, our subsidiaries, agents, licensors, managers, and other affiliated companies, as well as our employees, contractors, agents, officers, and directors (collectively referred to as the “Indemnified Parties”) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses, including but not limited to attorney’s fees (each, a “Claim”), arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including, without limitation, your breach of any representations and warranties outlined above; (iii) your violation of any applicable law, rule or regulation; (v) User content or any content that is submitted by you including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

Nothing on the Platform shall be construed as making any recommendation or giving professional advice of any kind whatsoever. You are solely responsible for evaluating the merits and risks associated with the use of any content provided through the Platform before making any decisions based on such content. You agree 13 not to hold us liable for any possible claim for damages arising from any decision you make based on the content or other information made available to you through the Platform. You undertake to seek independent professional advice (as you deem fit) from persons who are licensed and/or qualified in the applicable area.

The Company and its Affiliates shall not be liable:

• a.        if you are unable to use the Account or Services for any valid reason stated in these Terms;
• b.        for any fault or failure beyond our reasonable control relating to the use of the Services, including but not limited to, a lack of Available Balance or fault in or failure of data processing systems;
• c.        for any loss, fault or failure relating to the use of a Third-Party Provider
• d.        if a Merchant refuses to accept a Payment or fails to cancel an authorisation or pre-authorisation;
• e.        for any dispute you might have with a Merchant or other user of the Service where you acted with undue delay, fraudulently, or with gross negligence (including where losses arise due to your failure to keep us notified of your correct personal details).

You agree that these Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, USA, without giving effect to principles of conflicts of law.

Any legal action or proceeding arising under, concerning or relating to these Terms, or by reason of the fact of your use of the Platform or the Account, shall be brought exclusively in the federal or state courts physically located in New York, no other court or tribunal shall have jurisdiction, and you hereby irrevocably consent to the personal jurisdiction and venue therein.

We are committed to protecting the privacy and security of your personal information and have explained in detail the steps we take to do so. We urge you to read our Privacy Policy, accessible here.

By using the Platform, you give us permission to collect, use and share your information with others as set out in this form and our Privacy Policy. You undertake to provide us with correct and complete information., You acknowledge that we may be unable to provide you with the Product, Service and Resources that serves your need in your capacity as the User, as a result of your failure to provide us with complete and accurate information.

We use commercially reasonable physical, managerial, organisational and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, this is not a full proof guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper 14 purposes. You hereby acknowledge that you provide your personal information at your own risk.

You also hereby agree that you have read and understood the Privacy Policy and all relevant disclosures and statements on the Platform, without limitation.

We may provide links to other websites or resources, however, these Terms do not apply to the website or services of any other person or entity because we do not have any control over such sites and resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources. We do not endorse and are not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Unless otherwise agreed, we may discontinue or modify the Platform at any time without prior notice to you, and you accept those modifications if you continue to use the Platform.

We may, with or without notice to you, cede, assign, transfer and delegate any of our rights and obligations under these Terms to another entity or person without requiring your consent. You may not cede, assign, transfer and or/delegate any of your rights and obligations under these terms to another person.

If any provision or condition of these Terms shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and these Terms shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.

The titles and annotations contained in these Terms are inserted only as a matter of convenience and have no legal or contractual effect.

No provision of these Terms may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of these Terms to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in these Terms. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF DELAWARE USA.

If you have any questions about these terms, please contact us: [email protected]