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TERMS & CONDITIONS

VIRTUALSTAX APP- TERMS OF USE

1.  About these terms

1.1.     The VirtualStaX App is an application that provides users with the opportunity to issue, purchase, collect, and showcase digital blockchain collectibles containing exclusive intellectual property rights of. talented individuals, celebrities and/or influencers (herein “VirtualStaX”).TheXchange (“TheXchange”, “we” or “us”) is making the VirtualStaX App available to you.Before you use the VirtualStaX App, however, you will need to agree to these Terms ofUse and any terms and conditions incorporated herein by reference(Collectively, these “Terms”).

1.2.     BY USING OUR APPLICATION AND ASSOCIATED SERVICES (COLLECTIVELY “VIRTUALSTAX APP”) OR ANY PART OF IT, OR BY CLICKING “I ACCEPT”BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS AND THE OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY HEREIN “TERMS”).

1.3.     THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 17).  PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE  IT AFFECTS YOUR RIGHTS.  BY USING THE PLATFORM OR ANY PART OF IT, ORBY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX,YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

1.4.     ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THE VIRTUALSTAX APP (AS DEFINED) OF A VIRTUALSTAX (AS DEFINED)WILL BE ENTIRELY AT YOUR OWN RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF VIRTUALSTAX OUTSIDE OF THE VIRTUALSTAX APP. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN VIRTUALSTAX OUTSIDE OF THE VIRTUALSTAX APP.

1.5.     By using the VirtualStaX App, you affirm that you are acquiringVirtualStaX primarily as objects of play, as a digital collectible that enables proximity and social interaction, and as a means of supporting a talented individual, and not for investment or speculative purposes. You affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terns. You affirm that if you are using this App on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.

1.6.     You may not use the VirtualStaX App if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using this App or any of this App’s contents, products or services by applicable law.

1.7.     These Terms should be read with the definitions and interpretation provisions set out in Annexure A: Definitions, as well a sour prevailing privacy policy (herein "Privacy Policy")that may be found at [...].  

1.8.     If you do not agree to these Terms, or are not legally capable of doing so, you may not use this our Platform or any part thereof.

1.9.     We reserve the right to change these Terms (including Privacy Policy, any Supplemental Terms or other documents incorporated herein by reference) from time to time in our sole discretion.  Your continued use of our Platform after the publication of such amended terms shall constitute your consent and agreement to the Terms, as amended. You accordingly agree to keep yourself appraised or our prevailing Terms.    

1.10.  In the event of a conflict between any part of these Terms, they shall prevail over one another in the following order:  This document, any Supplemental Terms and then the Privacy Policy.

2.  About us

2.1.     The Platform is made available by TheXchange, an exempt limited company duly incorporated in the Cayman Islands (herein "TheXchange", also referred to "us", "we","our" or similar expressions) with the following further details:

2.1.1.        Physical address: 69 Dr Roy’s Drive, Kensington House, Cayman Islands, KY1-1104.

2.1.2.        Email address: support@turncoin.com

3.  Consumer protection legislation

3.1.     It is our intention to comply with applicable consumer protection laws.  

3.2.     While it is important to study these Terms in full, certain clauses in these Terms may especially limit your rights or impose duties on you.  We have endeavoured to highlight such clauses for your specific attention.

3.3.     In the event that any provision of these Terms should not be compliant with such laws, the provisions of clause 20.11(Severability) shall apply.

4.  Use of Platform

4.1.     We reserve the right to change the Platform from time to time in our sole discretion.  

4.2.     While we do not actively monitor or moderate any posts you make or actions you take on Platform, we reserve the right to delete or reverse any posts or actions that in our discretion contravene these Terms.

4.3.     In your use of the Platform, you agree not to, in any manner:

4.3.1.        engage in any unlawful or illegal activity(including, without limitation, money laundering);

4.3.2.        disrupt, impair or overburden our network or operations;

4.3.3.        circumvent, disable or otherwise interfere (or attempt to interfere) with any features or functionality of the Platform or restrictions imposed on you by these Terms;

4.3.4.        reverse-engineer, decompile or reverse assemble the Platform;

4.3.5.        use any other person's User Account, impersonate any other user or to log in to the with false information; and

4.3.6.        index, pre-fetch, cache or otherwise store, whether offline or online, any data obtained through the Platform;

4.3.7.        be involved in the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable content;

4.3.8.        be involved in the uploading, posting, transmitting or otherwise making available through the App any content that infringes the intellectual property rights of any party;

4.3.9.        interfere with other users’ enjoyment of the App;

4.3.10.      exploit the App for any unauthorized commercial purpose;

4.3.11.      be involved in displaying any content of the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

4.3.12.      be involved in abusing, harassing or threatening another user of the App or any of our authourized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instruction of our employees, or publicly disparaging us by implying favouritism by our employees or otherwise; or

4.3.13.      be involved in creating user accounts by automated means or under false or fraudulent pretences;

4.3.14.      be involved in the impersonation of another person whether by e-mail or otherwise;

4.3.15.      be involved in the using, employing, creating or operating of a computer or self generated program to simulate human behaviour of a user for any purpose whatsoever (including for the purpose of purchasing and/or selling VirtualStaX);

4.3.16.      be involved in the acquiring of VirtualStaX by illegal means, including but not limited to, purchasing VirtualStaX by means of a stolen credit card, or making use of a payment mechanism without the requisite authority to operate such mechanism.

4.3.17.     IF YOU ENGAGE IN ANY OF THE ACTIVITIES PROHIBITED IN TERMS OF CLAUSE 4 OF THESE TERMS, WE MAY, AT OUR SOLE DISCRETION,WITHOUT NOTICE OR LIABILTIY TO YOU AND WITHOUT LIMITING ANY OF OUR OTHER RIGHTS OR REMEDIES AT LAW OR IN EQUITY, IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR VIRTUALSTAX FROM THE VIRTUALSTAX APP. IF WE DELETE YOU VIRTUALSTAX FROM THE VIRTUALSTAX APP, SUCH DELETION WILL NOT AFFECT YOUR OWNERSHIP RIGHTS IN ANY NFTS THAT YOU ALREADY OWN, BUT YOU WILL NOT RECEIVE A REFUND OF ANY AMOUNTS YOU PAID FOR THOSE VIRTUALSTAX. IF WE REASONABLY BELIEVE THAT YOUARE ENGAGED IN ANY OF THE PROHIBITED ACTIVITIES LISTED HEREIN, WE RESERVE THE RIGHT TO VOID ANY TRANSACTION THAT WAS MADE AS A RESULT OF SUCH ACTIVITY,AND/OR IMMEDIATELY CONFISCATE ANY VIRTUALSTAX (INCLUDING COLLECTOR STAX) THAT WERE DERIVED AS A RESULT OF SUCH ACTIVITIES.

5.  Security

5.1.     You agree to keep the login details to your User Account strictly confidential and not to share them with anyone.

5.2.     You agree that we may attribute any action performed on the Platform that is authenticated with your User Account to you, irrespective of whether such action was actually taken by you.

5.3.     You agree to notify us by email as soon as you become aware of any fact, circumstance or eventuality that may lead to the security of the Platform to be compromised.

5.4.     You are notified that it is a criminal act to circumvent, disable or otherwise interfere (or attempt to do so) with our security measures and you agree not to do so, either directly or indirectly.  

6.  Virtual marketplace

6.1.     The Platform allow users with a valid User Account approved by us and that remain in good standing (herein each an "Issuer") to issue a limited number of virtual, digital tokens(called "VirtualStaX") related to their digital persona on our platform, which may be traded on our virtual marketplace between willing buyers and sellers at the prevailing trading price thereof.

6.2.     The prevailing price of VirtualStaX is impacted indirectly by our prevailing proprietary Global Performance Index algorithm that is not public facing (herein "GPX"), which we may change from time to time in our sole discretion. The GPX is built to reward issuers that participate in the platform’s ecosystem, and as such, in order to negate possible abuse of the system, the GPX is not made publicly available.

6.3.     Registered users of our Platform that are in good standing (herein each a "Buyer") may buy and sell VirtualStaX on our virtual marketplace at the prevailing GPX.  We charge a transaction fee on each trade of a VirtualStaX, which includes the first purchase of newly issued VirtualStaX and any subsequent sales thereof.  

6.4.     Our prevailing marketplace transaction fees areas follows:

6.4.1.        10% of the gross revenue generated by the initial sale of VirtualStaX;

6.4.2.        5% of the gross revenue generated by the sale ofDigital Collectibles/Collector StaX (NFT’s); and

6.4.3.        2% on all subsequent peer-to-peer sales ofVirtualStaX.

6.4.4.        In addition, we recover the direct cost of each transaction levied by our payment providers.

7.  Data privacy

7.1.     In order to make available the Platform and to render our associated services, you agree that we must process certain Personal Information and in doing so we rely on your acceptance of and compliance with our Privacy Policy, as well as your compliance with applicable Privacy Laws.  

7.2.     You accordingly hereby undertake, warrant and represent that you will at all times:

7.2.1.        comply with the requirements of applicable Privacy Laws and the requirements for the lawful processing of PersonalInformation to the extent applicable to you or the information that you post on the Privacy Laws; and

7.2.2.        upon request, promptly provide reason able evidence of your compliance with applicable Privacy Laws to the extent set out immediately above.

8.  Confidentiality

8.1.     You undertake to procure the confidentiality of any Confidential Information that you may become privy to and not to disclose or allow the disclosure of any Confidential Information to any third party, unless such disclosure is expressly authorised in terms by us in writing.  

8.2.     When you post information to our Platform, we will be entitled to treat it as non-confidential and shall not owe you or any third party any duty of confidentiality in respect thereof.

8.3.     You agree that we may disclose any of your information if we are obliged by law to do so, to verify your compliance with these Terms or to enforce any right or remedy we may have.

9.  Intellectual property

9.1.     We own and reserve all right, title and interest in and to the Intellectual Property vesting the Platform and its constituent parts.  

9.2.     You are only authorised to use the Platform in accordance with these Terms and while you maintain a valid User Account.  Your permitted use is non-exclusive, non-sublicensable and personal.

9.3.     You understand, acknowledge and agree that by submitting an image of yourself to the VirtualStaX App for purposes of creating a VirtualStaX, you authorise and grant the Company the perpetual right to use such Intellectual Property rights (Image rights, personality rights) as contained therein. You agree that such license shall be royalty free, sublicensable, fully paid-up and transferable.

9.4.     If you post any content to our Platform, you grant us a perpetual, fully paid-up, royalty-free, sublicensable and transferable licence to use and adapt such content for any purpose relating to our Platform, inclusive of the marketing and advertisement thereof.

9.5.     You understand and agree (a) that your purchase of a VirtualStaX, whether via the App or otherwise, does not give you any rights or licenses in or to the App material (including, without limitation, our copyright in and to the associated artistic, literary or cinematographic works) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms , to reproduce, distribute or otherwise commercialize any elements of the VirtualStaX App without our prior written consent, which we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register or otherwise use or attempt to use any of our trademarks or design patents or any confusingly similar works thereto, anywhere in the world without our prior written consent, which consent we may withhold in our sole and absolute discretion.

9.6.     Subject to your continued compliance with theseTerms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the intellectual property rights contained in your purchased VirtualStaX, solely for the following purpose (a) for your own personal, non-commercial use, (b) as part of a marketplace that permits the purchase and sale of your purchased VirtualStaX, provided that the marketplace cryptographically verifies each VirtualStaX owner’s right to display the intellectual property rights contained in such VirtualStaX to ensure that only the actual owner can display the intellectual property, or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your purchased VirtualStaX, provided that the website/application verifies each VirtualStaX owners right to display such content.

9.7.     If the intellectual property rights associated with your purchased VirtualStaX contains third party intellectual property(rights licensed to us by the NFL etc.), you understand and agree as follows:(a) that you will not have the right to use such third party intellectual property in any way except as incorporated in the given VirtualStaX, and subject to the license and terms contained herein; (b) that, depending on the nature of the license granted from the owner of the third party intellectual property, we may need to pass through additional restriction on your ability to use such VirtualStaX, and (c) to the extent that we inform you of such additional restriction in writing, you will be responsible for complying with all such restrictions from the date that your receive the notice, and that failure to do so will be deemed a breach of the license to use such VirtualStaX as contained herein.

9.8.     You agree to notify us by email as soon as reasonably possible upon becoming aware of any actual or likely infringement of our rights in and to the Platform.

9.9.     You agree to notify us immediately if you become aware of any possible claim that our Platform or any part thereof may infringe up the rights of a third party.

9.10.  All Intellectual Property not expressly granted by us, shall remain reserved to us in full.

10.          General warranties

10.1.  You warrant and represent, as material warranties, inducing us to allow you to use the Platform and associated services, that:

10.1.1.      you have the legal capacity to accept and be bound to these Terms;

10.1.2.      the acceptance of these Terms, as amended, constitute a valid and binding between us on its terms; and

10.1.3.      the acceptance of these Terms, as amended, and the performance of its obligations hereunder does not and shall not:

10.1.3.1.        contravene any applicable law or regulation;

10.1.3.2.        conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on you.

11.          Compliance with Anti-Corruption Legislation and Anti-Money Laundering Legislation

11.1.  The Parties record and agree that it is their intention to enter into these Terms and to perform in terms hereof in compliance with Anti-Corruption Legislation and Anti-Money LaunderingLegislation.  Accordingly, each Party warrants to the other, as material warranties, that:

11.1.1.      it is and will remain familiar with the requirements of Anti-Corruption Legislation and Anti-Money Laundering Legislation;

11.1.2.      neither it, nor any of its officers, employees, agents, representatives or affiliates (herein "Related Parties") have committed a Corrupt Act in the entering into of these Terms, nor will they do so in the performance of these Terms;

11.1.3.      neither it, nor to the best of its knowledge and belief, any of its Related Parties have been found guilty of Corruption or Money Laundering, nor investigated at any time for any possible CorruptAct or Money Laundering;

11.1.4.      it has taken and will continue to take reasonable care to prevent Corruption and Money Laundering, both in the entering into and performance of these Terms, including maintaining adequate internal controls and compliance training; and

11.1.5.      you will notify us immediately of any fact, circumstance or eventuality that may indicate that a Corrupt Act or MoneyLaundering may have taken place or is likely to take place or if it no longer complies with the provisions of this clause 11.

11.2.  The Parties agree to promptly address any allegation of Corruption or Money Laundering and to promptly give each other reasonable assistance and access to information in doing so.  

11.3.  We reserve the right to designate regulatory, policy and best practice frameworks as part of the Anti-Corruption Legislation and Anti-Money Laundering Legislation, in which case it shall apply as between the us for purposes of compliance with the provisions of this clause 11.

11.4.  A breach of the provisions of this clause 11shall constitute a material breach of these Terms.

12.          Audit rights

12.1.   We will have the right to audit your compliance with these Terms from time to time.  

12.2.  We may involve a third-party auditor and/or other expert to undertake or assist in the audit.  

12.3.  You agree to give your reasonable co-operation in the exercise of our rights of audit and to provide access to such information as may be reasonably required for this purpose.

12.4.  Each Party shall be responsible for its own costs in the performance of an audit, however if the audit reveals a material breach of these Terms in our view, then we will be entitled to recover the cost of the audit from you without prejudice to any other right or remedy we may have in term of these Terms of otherwise.

13.          Suspension and termination

13.1.  You may terminate these Terms at any time by cancelling your account on the VirtualStaX App and discontinuing your access to and use of the VirtualStaX App. If you cancel your account, or otherwise terminate theseTerms, you will not receive any refunds for any purchases that you might make, or may have made, through the App.

13.2.  You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend your account(s)for the VirtualStaX App without prior notice. You agree that any suspension or termination of your access to the VirtualStaX App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

13.3.  We may suspend your account(s) if we suspect that you may be in contravention of the Terms contained herein.

13.4.  We may make the re-activation of your UserAccount pursuant to a suspension conditional on the compliance with such conditions as we may deem appropriate in our sole discretion.

13.5.   Upon the termination of you User Account for any reason, you shall forfeit any accrued rights and entitlements (including VirtualStaX) without any claim arising from it against us or any other party.

14.          Disclaimers, limitation of liability and indemnity

14.1.  We do not warrant, represent or under take that the Platform will always be available.  Without limiting the aforegoing, we reserve the right to perform maintenance on the Platform from time to time during which time perform may be derogated or the Platform may not be available at all.

14.2.  The Platform is provided as is and on a best effort basis, without any warranty, representation or undertaking whatsoever.  

14.3.  To the maximum extent permissible under applicable law, we disclaim any liability for any cost, claim, damage, loss, expense, penalty or other adverse consequence that you may incur arising from these Terms, the use of the Platform or otherwise.  Without limiting the aforegoing, we shall not be liable for any direct, indirect, consequential, special or punitive damages, inclusive of loss of profit.

14.4.  You agree to indemnify us from any cost, claim, damage, loss, expense, penalty or other adverse consequence that may arise from your use of the Platform or noncompliance with these Terms.

14.5.  The provisions of this clause 14shall apply for the benefit of us and our Affiliates, subsidiaries and parent companies.

15.          Assumption of Risk

15.1.  The prices of VirtualStaX or Collectible StaX are extremely volatile and subjective and these collectibles have no intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of yourVirtualStaX, which may also be subject to significant price volatility. EachVirtualStaX has no inherent or intrinsic value. We cannot guarantee that anyVirtualStaX purchased will retain their original value, as the value of collectibles are inherently subjective and factors occurring outside of theVirtualStaX ecosystem may materially impact the value and desirability of any particular VirtualStaX.

15.2.  You are solely responsible for determining what, if any, taxes apply to yourVirtualStaX related transactions. We are not responsible for determining the taxes that apply to your transactions on the VirtualStaX App.

15.3.  The regulatory regime governing blockchain technologies, cryptocurrencies and tokens are uncertain, and new regulations or policies may materially and/or adversely affect the development of the VirtualStaX ecosystem, and therefore the potential utility or value of your purchased VirtualStaX.

16.          Force majeure

16.1.  For purposes of these Terms, an "ForceMajeure Event" shall mean an event:

16.1.1.       an event caused by force majeure, vis major and casus fortuitusor was otherwise beyond a Party's reasonable control in terms of caused by as these and that (for instance war, civil unrest, sabotage, pandemics, disaster and failure of systems at a national level); and

16.1.2.       could not reasonably have been avoided or overcome;

16.1.3.       butshall exclude:

16.1.3.1.        obligations to make payments that have become due and payable in terms of these Terms prior to the event took place; or

16.1.3.2.        the failure to obtain and maintain any regulatory clearances, approvals, permits and the like necessary for a Party to perform its obligations in terms of these Terms.  

16.2.   Notwithstanding anything to the contrary, neither Party shall be liable to the other for any non-performance insofar as such Party can prove the existence of a Force Majeure Event, which relief shall take effect when the Party claiming such relief notifies the other thereof in writing.

16.3.   TheParty suffering the Force Majeure Event shall take all reasonable steps to mitigate the adverse effects arising from the Force Majeure Event.

16.4.  If a Force Majeure Event lasts for a period exceeding 90 days, we will be entitled to terminate these Terms on notice in writing to you, in which case your UserAccount shall similarly be terminated in accordance with clause 13.5.

17.          Dispute resolution

17.1.  You agree that we will be entitled to make a final and binding ruling in our sole or unfettered discretion on any issue or dispute arising from your contravention of these Terms, including whether your use of the Platform is in contravention of clause 4 of these terms.

17.2.  Unless the matter has been reserved for our determination, any dispute, controversy or claim arising out of, or in relation to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules ofInternational Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which a written notice of arbitration is submitted in accordance with the aforesaid rules.

17.3.  The number of arbitrators shall be one.

17.4.  The seat of the arbitration shall be Geneva.

17.5.  The arbitral proceedings shall be conducted inEnglish.

18.          Notices and address for service

18.1.  Each Party hereby chooses as its address for service and receipt of notices (i.e. domiciliacitandi et executandi) for purposes under these Terms, whether in respect of judiciary process or otherwise, that Party’s nominated physical address or email address (hereafter each a "Notice Address"), which in our case shall be details set out in clause 2and your case the prevailing details as configured in your User Account.  Accordingly, in so far as these Terms may prescribe notice periods for the giving of notices, such notice periods shall be complied with upon the giving of notices in compliance with the terms of this clause 18.1.

18.2.  Any notice served on a Notice Address before 17h00 in the recipient's time zones hall:

18.2.1.      if delivered by hand, be deemed to have been received on the day of delivery; or

18.2.2.      if sent by email, be deemed to have been received on the date when it is capable of retrieval by the recipient.

18.3.  A Party may by notice in writing to the other change its Notice Address, provided that in respect of its physical address, such address must not be a forwarding address.  The change of NoticeAddress shall become effective 7 (seven) Business Days from the giving of such notice.

18.4.  In the event of delivery of a notice to a NoticeAddress later than 17h00 in the recipient’s time zone, then delivery shall be deemed to have taken place on the next day.

18.5.  A delivery or read receipt generated by a sender's email application (not server) shall constitute face value (i.e. primafacie) proof of the message being capable of retrieval by the recipient.

18.6.  The provisions of this clause 18.1do not preclude a serving Party from otherwise proving that a notice was in fact duly received by a receiving Party.

19.          Interpretation

19.1.  Definitions in these Terms shall bear the same meanings in any annexes to these Terms, unless and to the extent that such annexes contain conflicting definitions, in which case the latter will apply in such annexes.  

19.2.  If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definitions clause, effect shall be given to it as if it were a substantive provision in the body of these Terms.

19.3.  Any reference to a statute or other regulatory enactment is to the provisions thereof as at the Signature Date and as amended or re-enacted from time to time.

19.4.  When any number of days is prescribed in these Terms, it shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the following Business Day.

19.5.  Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

19.6.  The rule of interpretation that a contract shall be interpreted against the Party responsible for the drafting and preparation thereof (the contra proferentem rule)shall not apply.

19.7.  Unless the context shows otherwise, a clause which includes a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it (i.e. the application of the eiusdem generis rule of interpretation is excluded).

19.8.  The termination or expiry of these Terms shall not affect those provisions which expressly provide that they will continue to operate after such termination or expiry, or those provisions which of necessity must continue to have effect after such termination or expiry, even where those clauses do not expressly provide for this.  

19.9.  In the event that any right or remedy is expressly stated to be available to any of the Parties in particular circumstances, such right or remedy shall be available without prejudice to or limitation of any other right or remedy that may be available to that Party in such circumstances, unless the contrary is expressly stated.

20.          General

20.1.  No assignment.  The Recipient shall not be entitled to transfer any right or obligation arising from these Terms(including transfer by way of cession, assignment, delegation, sale, merger, operation of law or otherwise), without the prior written consent of TheXchange.  TheXchange shall be entitled to transfer theseTerms to an Affiliate on written notice to the Recipient.        

20.2.  Applicable. law.  These Terms shall be governed by and construed and interpreted in accordance with the laws ofSwitzerland.  Unless and to the extent expressly agreed otherwise in these Terms, the Parties agree that the Swiss courts shall have exclusive jurisdiction to hear any disputes that may arise from these Terms.

20.3.  Independent advice.  Each of the Parties acknowledges that it has been free to secure independent legal advice and that it has either taken such independent legal advice or dispensed with the necessity of doing so at its own risk.  

20.4.  Binding on successors-in-title.  These Terms shall be binding on and enforceable against any successor-in-title or other legal representatives of the Parties as fully and effectually as if they had signed these Terms in the first instance.

20.5.  Independent contractors.  The Parties agree and acknowledge that the relationship between the Parties is that of independent contractors. These Terms shall accordingly not create a partnership or joint venture, nor constitute any Party as the other’s agent, partner, employee or representative.  

20.6.  No representation.  No Party shall been titled to represent the other Party, unless and only to the extent expressly provided otherwise in these Terms.

20.7.  Third-party rights.  Unless expressly otherwise agreed herein, these Terms is not intended to be for the benefit of (and shall not be enforceable by) any person other than the Parties.

20.8.  Whole agreement.  These Terms constitutes the whole agreement between the Parties as to the subject matter hereof and no Party shall be bound by any undertakings, representations, warranties or the like not recorded herein.  

20.9.  Variation.  No change, waiver or cancellation of these Terms or any right or obligation arising from it shall be of any force and effect unless it is reduced to writing and that document is signed by each of the Parties.  

20.10.Relaxation.  No failure or delay on the part of any Party to enforce its rights shall in any circumstances be construed as a consent, election, limitation or waiver of rights by such Party.

20.11. Severability.  Save as otherwise provided for or as a result of a breach of the terms of these Terms, should any provision of these Terms become unenforceable in any jurisdiction due to invalidity, illegality or unlawfulness, any Party may on notice to the other require them to forth with negotiate with one another in good faith to agree on a commercially equivalent and legally compliant alternative provision that removes such offending provision in that jurisdiction, failing the conclusion of such agreement in writing within 10 (ten) Business Days from being called upon to do so, then The Xchange may elect in writing to declare the offending provision severed from the Agreement, in which case the offending provision shall be severed and the remainder of theAgreement shall remain binding on the Parties.

20.12.Cost of legal services.  EachParty will pay its own costs and expenses incurred by it in connection with the negotiation, drafting, re-drafting, entering into and implementation of legally binding documents.   Should any Party instruct attorneys to take any steps to enforce any rights in terms of these Terms arising from a breach thereof, then the breaching Party shall be liable for all legal and incidental costs, including legal fees on the attorney and own client scale, collection commission and tracing charges.

20.13.Authority to sign.  The person signing these Terms on behalf of any one of the Parties warrants and represents as a separate, personal obligation that he/she has the authority to do so and that his/her signature was applied using either an original, handwritten signature or legally compliant and binding electronic signature.  The signature of witnesses is not a precondition to the validity of these Terms.

20.14.Signature in separate counterparts. These Terms may be executed in separate counterparts which, together, shall constitute one and the same Agreement as at the Signature Date.

21.          Contracting by electronic signature

21.1.  If the entering into of these Terms or any transaction or step taken on the Platform requires a handwritten signature in order to be fully valid and binding in terms of applicable law, you agree as a personal and several obligation, then notwithstanding anything to the contrary, you agree to promptly execute a confirmatory copy thereof by way of wet ink signature.  The effective date of such confirmatory copy shall be the same as that of the original step. Should you fail to promptly comply with this obligation, you hereby irrevocably and in rem suam (i.e. having a material and vested interest in the matter) authorise us to do so as your duly authorised agent.  

 

Annexure A: Definitions

22.          Definitions

22.1. In these Terms, the following terms (as capitalised), shall have the meanings assigned below:

22.1.1.      "Affiliate" means any entity or person directly or indirectly controlled by us or in control of us or otherwise affiliated or associated with us.

22.1.2.      "Agreement" means the agreement embodied in this document and its annexes.

22.1.3.      "Anti-Corruption Legislation" means the anti-corruption and bribery legislation, regulations and binding codes of practice, including those with extra-territorial effect, applicable to the entering into and performance of these Terms.

22.1.4.      "Anti-Money Laundering Legislation" means the anti-money laundering legislation, regulations and binding codes of practice, including those with extra-territorial effect, applicable to the entering into and performance of these Terms.

22.1.5.      "Business Day" means any day which is not a Saturday,Sunday or official public holiday in Switzerland.

22.1.6.      "Corruption" refers to any offence created in terms of Anti-CorruptionLegislation, and "Corrupt Act" shall be construed accordingly.

22.1.7.      "Confidential Information" the confidential or proprietary information of TheXchange and its Affiliates, including:

22.1.7.1.        the Intellectual Property of TheXchange and its Affiliates and licensors; and

22.1.7.2.        information which relate to the business of TheXchange which information is not readily available in the ordinary course of business to a current or potential competitor of TheXchange or any of its Affiliates.

22.1.8.      "Event of Default"means if you:

22.1.8.1.      your UserAccount has been suspended more than once;

22.1.8.2.      you breach any provision of these Terms; or  

22.1.8.3.      you breach a material term or warranty set out in these Terms that is not capable of remedy; or

22.1.8.4.      you fail to prevent an Insolvency Event from occurring; or

2.1.8.5.        you repudiate these Terms by acting in a manner that reasonably evidences a general lack of capacity or intent not to comply with these Terms.

22.1.9.      "Intellectual Property" means all intellectual property and proprietary rights of TheXchange pertaining to the Business Concept or otherwise, inclusive of the following:

22.1.9.1.        all current and future intellectual property and proprietary rights, howsoever arising in any jurisdiction worldwide, whether registered or not, discovered solely or in collaboration with others, irrespective of stage of development, including (without limitation) the following rights and rights similar thereto: patents, industrial designs, design rights, topography rights, registered and unregistered trade marks, service marks, goodwill, copyright, domain names, defensive names, know-how, trade secrets,  confidential information, plant breeders' rights, performer's rights and in respect of all of the aforegoing, any applications (or entitlement to make application) for the protection or registration of the aforesaid rights and all renewals and extensions thereof throughout the world (to the extent possible);

22.1.9.2.        all current and future embodiments of the aforegoing rights, physical or otherwise, including (without limitation)inventions, discoveries, analyses, models, moulds, tooling, topographies, trade names, business names, trade dress, logos, emblems, get-ups, works, records, schematics, formulas, test, manuals, documentation, layouts, content, compilations, images, processes, methods, customer lists, supplier lists, business and marketing information, specifications, software, systems, software code(source and object), configurations, information in databases and database schemas; and

22.1.9.3.        adaptations, improvements and derivatives of any of the aforegoing.

22.1.10.   "Insolvency Event"means, in relation to an entity, when that entity becomes insolvent, is unable pay its debts as they fall due or its normal legal capacity is impaired in any manner (by resolution, court order or otherwise),which shall include sequestration, liquidation (either provisionally or finally), business rescue or any occurrence with analogous effect and shall further specifically include the following:

22.1.10.1.      the giving of any notice to one or more creditors that the entity cannot pay its debts or any attempt to make an arrangement with any of its creditors for a release from its debts or part thereof;

22.1.10.2.      the removal of any of its property with the intent to prejudice creditors or to prefer one creditor above another; and

22.1.10.3.      the disposition of any of its property which has or would have the effect of prejudicing it's creditors or of preferring one creditor above another.

22.1.11.   "Money Laundering" refers to any offence created in terms of Anti-Money Laundering Legislation.

22.1.12.   "Parties" means you and us and "Party" refers to any one of them as the context may indicate.

22.1.13.   "Personal Information"means personally identifiable information as defined in Privacy Laws; and

22.1.14.   "Privacy Laws"means all applicable privacy legislation that may apply to information processed under or in terms of these Terms.

22.1.15.   "User Account" means your unique user account for use with the Platform.

PRIVACY POLICY

Version 1.0; Effective 27 July 2021

1. Introduction

1.1. Virtualstax.com is committed to data protection and the right to privacy.

1.2. When you use our website at turncoin.com (herein "Website"), we may collect and process certain personal information. This privacy policy, together with our terms and conditions published at 27 July 2021 (herein "Terms"), set out the basis on which any personal information that we collect from you, or that you provide to us, will be processed by us.

1.3. The terms of this privacy policy may be augmented by specific privacy notices when you take certain actions on our Website.

1.4. By using the Website, you consent to the processing of your personal information in the manner herein set out, to the extent that such consent is legally required by applicable law. If you do not so consent, you may not use the Website.

2. Information we may collect from you

2.1.  We process the following personal information:

2.1.1. your name and username;

2.1.2. your address;

2.1.3. your contact details; and

2.1.4. other personal information submitted by you to us.

2.2. You may update your personal information via the Website.

3.  Storage of your personal information

3.1. We will do our best to protect your personal information and we will use technology that will help us to do this. Our efforts in this regard will comply with the requirements of applicable law.

3.2. You acknowledge and agree however that there are inherent risks to the security of data in the use of Website and services, such as vulnerabilities in the underlying technology. We accordingly do not guarantee that your data cannot ever be compromised and you accept this risk by using the Website.  

3.3. When you have chosen or been given a password which enables you to access certain parts of our Website, you are responsible for keeping that password confidential. Please do not share your password with anyone.

3.4. We will keep your personal information for only a reasonable amount of time, to enable us to use it for the purposes described in this privacy policy and in accordance with applicable law.

4. What we do with your personal information

4.1. Your personal information is used to:

4.1.1. enable the functionalities of the Website, such as to retrieve your system data from our servers and to display it;

4.1.2. perform in terms of any contract between us, enforce any contractual arrangement or for other legal and compliance processes; and

4.1.3. to respond to your enquiries and to resolve dispute; and

4.1.4. to provide account holders with news and updates; and

4.1.5. to better manage our business and your relationship with you; and

4.1.6. derive aggregate and/or de-identified information which is used at our discretion, for instance to improve the Website and for purposes of analysis.

5. Cookies

5.1. Cookies are small text files transferred by a server to your device and may contain various types of information useful in persisting data, such as login status, preferences and settings. We may use cookies to as part of the Website, but will never use cookies to track your behaviour outside of the Website.  

5.2. Depending on your device, you may have the option to block cookies. In that case, the Website may not work or work only with reduced functionality.  

6. Third party websites

6.1.  The Website may occasionally contain links to third-party websites. If you click on the links to third-party websites, you leave our website.  

6.2. We are not responsible for the content of third-party websites or for the security of your personal information when you use them.  

7. Disclosures

7.1. On rare occasions, we may be required to disclose your personal information because of legal or regulatory requirements. In such instances, we reserve the right to disclose your personal information as required in order to comply with our legal obligations, including complying with court orders, warrants, subpoenas, service-of-process requirements or discovery requests.

7.2. We may also disclose information about our users to law enforcement officers or others, in the good faith belief that such disclosure is reasonably necessary to enforce our Terms or this privacy policy or respond to legal claims that any content violates the rights of third parties, or to protect our intellectual property rights or our personal safety or the personal safety of our users or the general public.

8. Notification of changes

8.1. We reserve the right to change this privacy policy from time to time and in our sole discretion.  

8.2. We will notify you of material changes to this privacy policy by the email address we have for record for you.

9. How to contact us

9.1. If you have questions about this privacy policy, please contact us at support@turncoin.com