SBTGroup Limited. (“SBTGroup,” “we,” “us,” or “our”) is the
leading blockchain software development company based in Seychelles. With a focus on utilizing
decentralized technologies, such as Ethereum, our software is powering a revolution in commerce and
finance and helping to optimize business processes. SBTGroup hosts a top level domain website, www.sbtgroup.net, that serves information
regarding SBTGroup and our offerings, as well as mobile apps, sub-domains for our product offerings
(the “Sites”), which include text, images, audio, code and other materials or third party
other materials or third party information.
terms and conditions that govern your access to and use of the Site and Services (as defined below)
provided by us and is an agreement between us and you or the entity you represent (“you” or
the Site, or clicking a button or checkbox to accept or agree to these Terms where that option is
made available or, completing an order form for Services, or, if earlier, using or otherwise
accessing the Services (the “Effective Date”), you (1) accept and agree to these Terms and
any additional terms, rules and conditions of participation issued by SBTGroup from time to time and
(2) consent to the collection, use, disclosure and other handling of information as described in our
You represent to us that you are lawfully able to enter into contracts. If you are entering into
this Agreement for an entity, such as the company you work for, you represent to us that you have
legal authority to bind that entity. Please see Section 16 for definitions of certain capitalized
terms used in this Agreement.
In addition, you represent to us that you and your financial institutions, or any party that owns or
controls you or your financial institutions, are (1) not subject to sanctions or otherwise
designated on any list of prohibited or restricted parties, including but not limited to the lists
maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially
Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and
the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or
other applicable government authority and (2) not located in any country to which the United States
has embargoed goods or has otherwise applied any sanctions.
1. The Services.
- Generally. You may access and use the Services in accordance with this Agreement. You agree to
comply with the terms of this Agreement and all laws, rules and regulations applicable to your
use of the Service Offerings.
- Offerings and Access. SBTGroup offers a number of products (each a “Service”) under the
SBTGroup brand or brands owned by us. These include SBTT Cryptoplace, Small Business Transaction
Token and others. Services are accessed through the Site, unless otherwise agreed in writing or
otherwise offered. Some Services may require you to create an Account, enter a valid form of
payment, and select a paid plan (a “Plan”), or initiate an Order for a Plan or Service.
- Third-Party Content. In certain Services, Third-Party Content may be used by you at your
election. Third-Party Content is governed by this Agreement and, if applicable, separate terms
and conditions accompanying such Third-Party Content, which terms and conditions may include
separate fees and charges.
- Third-Party Services. When you use our Services, you may also be using the services of one or
more third parties. Your use of these third party services may be subject to the separate
- To the Services. We may change or discontinue any or all of the Services or change or remove
functionality of any or all of the Services from time to time. We will notify you of any
material change to or discontinuation of the Services. If you are on a Plan, you will be
notified of any material changes to the Service at least 30 days in advance of such change. For
any discontinuation of or material change to a Service, we will use commercially reasonable
efforts to continue supporting the previous version of the Service for three months after the
change or discontinuation (except if doing so (a) would pose a security or intellectual property
issue, (b) is economically or technically burdensome, or (c) would cause us to violate the law
or requests of governmental entities).
- To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part
of this Agreement (including any Policies) at any time. It is your responsibility to check this
Agreement periodically for changes. Your continued use of or access to the Services following
the posting of any changes to this Agreement constitutes acceptance of those changes.
3. Your Responsibilities..
- Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are
responsible for all activities that occur under your Account, regardless of whether the
activities are authorized by you or undertaken by you, your employees or a third party
(including your contractors, agents or End Users), and (b) we and our affiliates are not
responsible for unauthorized access to your Account.
- Your Use. You will ensure that Your Use of the Services does not violate any applicable law. You
are solely responsible for Your Use of the Services.
- Your Security and Backup. You are responsible for properly configuring and using the Services
and otherwise taking appropriate action to secure, protect and backup your Accounts and Your
Content in a manner that will provide appropriate security and protection, which might include
use of encryption.
- Log-In Credentials and Account Keys. To the extent we provide you with log-in credentials and
API authentication generated by the Services, such log-in credentials and API authentication are
for your internal use only and you will not sell, transfer or sublicense them to any other
entity or person, except that you may disclose your private key to your agents and
subcontractors performing work on your behalf.
4. Fees and Payment.
- Service Fees. Unless otherwise specified in an Order form for Services, to the extent a Service
incurs fees, we calculate and bill fees and charges monthly according to your Plan or as
otherwise advertised and charged on the Service (the “On Use Fees”). On Use Fees are
charged contemporaneously with your use of the Services.
- Taxes. Each party will be responsible, as required under applicable law, for identifying and
paying all taxes and other governmental fees and charges (and any penalties, interest, and other
additions thereto) that are imposed on that party upon or with respect to the transactions and
payments under this Agreement. All Fees payable by you are exclusive taxes unless otherwise
noted. We reserve the right to withhold taxes where required.
5. Temporary Suspension; Limiting API Requests.
- Generally. We may suspend Your right to access or use any portion or all of the Services
immediately without notice to you if we determine:
- your use of the Services (i) poses a security risk to the Services or any third party,
(ii) could adversely impact our systems, the Services or the systems of any other user,
(iii) could subject us, our affiliates, or any third party to liability, or (iv) could
- you are, or any End User is, in breach of this Agreement;
- you are in breach of your payment obligations under Section 4 and such breach continues
for 30 days or longer; or
- for entities, you have ceased to operate in the ordinary course, made an assignment for
the benefit of creditors or similar disposition of your assets, or become the subject of
any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6. Term; Termination.
- Term. The term of this Agreement will commence on the Effective Date and will remain in effect
until terminated under this Section 6.
Both parties may terminate this Agreement for any reason .
- Effect of Termination. Upon the Termination Date:
- all your rights under this Agreement immediately terminate;
- each party remains responsible for all fees and charges it has incurred through the
Termination Date and are responsible for any fees and charges it incurs during the
For any use of the Services after the Termination Date, the terms of this Agreement will again apply.
7. Proprietary Rights.
- Your Content. Depending on the Service, you may share Content with us. Except as provided in
this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your
Content. You consent to our use of Your Content to provide the Services to you.
- Service Offerings License. We or our licensors own all right, title, and interest in and to the
Services, and all related technology and intellectual property rights. Subject to the terms of
this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable,
non-transferable license to do the following: (a) access and use the Services solely in
accordance with this Agreement; and (b) copy and use Our Content solely in connection with your
permitted use of the Services. Except as provided in this Section 7.2, you obtain no rights
under this Agreement from us, our affiliates or our licensors to the Service Offerings,
including any related intellectual property rights. Some of Our Content and Third-Party Content
may be provided to you under a separate license, such as the Apache License, Version 2.0, or
other open source license. In the event of a conflict between this Agreement and any separate
license, the separate license will prevail with respect to Our Content or Third-Party Content
that is the subject of such separate license.
- License Restrictions. Neither you nor any End User will use the Services in any manner or for
any purpose other than as expressly permitted by this Agreement. Except as expressly authorized,
neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper
with, repair, or otherwise create derivative works of any Content included in the Services
(except to the extent Content included in the Services is provided to you under a separate
license that expressly permits the creation of derivative works), (b) reverse engineer,
disassemble, or decompile the Services or apply any other process or procedure to derive the
source code of any software included in the Services (except to the extent applicable law
doesn’t allow this restriction), (c) access or use the Services in a way intended to avoid
incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or
otherwise scrape data except as permitted by a Plan, or (e) resell or sublicense the Services
unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior
written consent. You will not misrepresent or embellish the relationship between us and you
(including by expressing or implying that we support, sponsor, endorse, or contribute to you or
your business endeavors). You will not imply any relationship or affiliation between us and you
except as expressly permitted by this Agreement.
- General. (a) You will defend, indemnify, and hold harmless us, our affiliates and
licensors, and each of their respective employees, officers, directors, and representatives from
and against any Losses arising out of or relating to any claim concerning: (a) breach of this
Agreement or violation of applicable law by you; and (b) a dispute between you and any of your
customers or users. You will reimburse us for reasonable attorneys’ fees and expenses,
associated with claims described in (a) and (b) above.
- Intellectual Property. (a) Subject to the limitations in this Section 8, you will defend
SBTGroup, its affiliates, and their respective employees, officers, and directors against any
third-party claim alleging that any of Your Content infringes or misappropriates that third
party’s intellectual property rights, and will pay the amount of any adverse final judgment or
(b) Neither party will have obligations or liability under this Section 8.2 arising from
infringement by your combinations of the Services with any other product, service, software,
data, content or method. In addition, we will have no obligations or liability arising from your
use of the Services after we have notified you to discontinue such use. The remedies provided in
this Section 8.2 are the sole and exclusive remedies for any third-party claims of infringement
or misappropriation of intellectual property rights by the Services or by Your Content.
9. Disclaimers; Risk.
- Disclaimer. The service offerings are provided “as is.” except to the extent prohibited by law,
or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and
our affiliates and licensors (a) make no representations or warranties of any kind, whether
express, implied, statutory or otherwise regarding the service offerings or the third-party
content, and (b) disclaim all warranties, including any implied or express warranties (I) of
merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or
quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the
service offerings or third-party content will be uninterrupted, error free or free of harmful
components, and (iv) that any content will be secure or not otherwise lost or altered.
- Risks. Our services rely on emerging technologies, such as ethereum. Some services are subject
to increased risk through your potential misuse of things such as public/private key
cryptography. By using the services you explicitly acknowledge and accept these heightened
10. Limitations of Liability.
- Limitation of liability. With the exception of claims relating to a breach of our proprietary
rights as governed by section 7 and intellectual property claims as governed by section 8, in no
event shall the aggregate liability of each party together with all of its affiliates arising
out of or related to this agreement exceed the total amount paid by you hereunder for the
services giving rise to the liability in the twelve months preceding the first incident out of
which the liability arose, or, if no fees have been paid, $5,000. The foregoing limitation will
apply whether an action is in contract or tort and regardless of the theory of liability, but
will not limit your payment obligations under section 4.
- Exclusion of consequential and related damages. In no event will either party or its affiliates
have any liability arising out of or related to this agreement for any lost profits, revenues,
goodwill, or indirect, special, incidental, consequential, cover, business interruption or
punitive damages, whether an action is in contract or tort and regardless of the theory of
liability, even if a party or its affiliates have been advised of the possibility of such
damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The
foregoing disclaimer will not apply to the extent prohibited by law.
11. Binding Arbitration and Class Action Waiver.
Please read this section carefully – it may significantly affect your legal rights, including your
right to file a lawsuit in court.
- Binding Arbitration. Any dispute, claim or controversy (“Claim”) relating in any way to this
Agreement, the Site, or your use of the Services will be resolved by binding arbitration as
provided in this Section 11, rather than in court, except that you may assert claims in small
claims court if your claims qualify.
- If you are located in the United States: This agreement and any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection with it
or its subject matter or formation shall be governed by and construed in accordance with
the laws of the State of New York. The Federal Arbitration Act and federal arbitration
law apply to this Agreement. There is no judge or jury in arbitration, and court review
of an arbitration award is limited. However, an arbitrator can award on an individual
basis the same damages and relief as a court (including injunctive and declaratory
relief or statutory damages), and must follow the terms of this Agreement as a court
would. The arbitration will be conducted in accordance with the expedited procedures set
forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as
those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2
of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable.
Judgment upon the award may be entered and enforced in any court having jurisdiction.
Neither party shall sue the other party other than as provided herein or for enforcement
of this clause or of the arbitrator’s award; any such suit may be brought only in a
Federal District Court or a New York state court located in New York County, New York.
The arbitrator, and not any federal, state, or local court, shall have exclusive
authority to resolve any dispute relating to the interpretation, applicability,
unconscionability, arbitrability, enforceability, or formation of this Agreement
including any claim that all or any part of the Agreement is void or voidable. If for
any reason a claim proceeds in court rather than in arbitration we and you waive any
right to a jury trial. Notwithstanding the foregoing we and you both agree that you or
we may bring suit in court to enjoin infringement or other misuse of intellectual
- If you are located in the United Kingdom: This agreement and any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection with it
or its subject matter or formation shall be governed by and construed in accordance with
the law of England and Wales. Any dispute, claim or controversy relating in any way to
this Agreement, the Services, your use of the Services, or to any products or services
licensed or distributed by us will be resolved by binding arbitration as provided in
this clause. Prior to commencing any formal arbitration proceedings, parties shall first
seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules,
which Rules are deemed to be incorporated by reference into this clause. If the dispute
is not settled by mediation within 14 days of the commencement of the mediation, or such
further period as the parties shall agree in writing, the dispute shall be referred to
and finally resolved by arbitration under the LCIA Rules, which are deemed to be
incorporated by reference into this clause. The language to be used in the mediation and
in the arbitration shall be English. The seat or legal place of arbitration shall be
- If you are located in any territory that is not specifically enumerated in Sections
11.1.1 or 11.1.2, you may elect for either of Section 11.1.1 or 11.1.2 to apply to you,
otherwise this agreement and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or formation shall
be governed by and construed in accordance with the law of Ireland. Any dispute, claim
or controversy relating in any way to this Agreement, the Services, your use of the
Services, or to any products or services licensed or distributed by us will be resolved
by binding arbitration as provided in this clause. Prior to commencing any formal
arbitration proceedings, parties shall first seek settlement of any claim by mediation
in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated
by reference into this clause. If the dispute is not settled by mediation within 14 days
of the commencement of the mediation, or such further period as the parties shall agree
in writing, the dispute shall be referred to and finally resolved by arbitration under
the LCIA Rules, which are deemed to be incorporated by reference into this clause. The
language to be used in the mediation and in the arbitration shall be English. The seat
or legal place of arbitration shall be Dublin, Ireland.
- Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN
INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK
RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate
more than one person’s claims or otherwise preside over any form of a representative or class
proceeding. The arbitrator may award injunctive relief only in favor of the individual party
seeking relief and only to the extent necessary to provide relief warranted by that party’s
individual claim. If a court decides that applicable law precludes enforcement of any of this
paragraph’s limitations as to a particular claim for relief, then that claim (and only that
claim) must be severed from the arbitration and may be brought in court. If any court or
arbitrator determines that the class action waiver set forth in this paragraph is void or
unenforceable for any reason or that an arbitration can proceed on a class basis, then the
arbitration provision set forth above shall be deemed null and void in its entirety and the
parties shall be deemed to have not agreed to arbitrate disputes.
- 30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and
class action waiver provisions set forth above by sending written notice of your decision to
opt-out to the following address: via email at [email protected] with subject line LEGAL OPT OUT.
The notice must be sent within 30 days of your first use of the Services, otherwise you shall be
bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of
these arbitration provisions, we will also not be bound by them.
- Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and
obligations under this Agreement, without our prior written consent. Any assignment or transfer
in violation of this Section 12.1 will be void. We may assign this Agreement without your
consent (a) in connection with a merger, acquisition or sale of all or substantially all of our
assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon
such assignment, the assignee is deemed substituted for us as a party to this Agreement and we
are fully released from all of our obligations and duties to perform under this Agreement.
Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the
parties and their respective permitted successors and assigns.
- Entire Agreement and Modifications. This Agreement incorporates the Policies by reference and is
the entire agreement between you and us regarding the subject matter of this Agreement. If the
terms of this document are inconsistent with the terms contained in any Policy, the terms
contained in this document will control. Any modification to the terms of this Agreement may
only be made in writing.
- Force Majeure. Neither party nor their respective affiliates will be liable for any delay or
failure to perform any obligation under this Agreement where the delay or failure results from
any cause beyond such party’s reasonable control, including but not limited to acts of God,
utilities or other telecommunications failures, cyber attacks, earthquake, storms or other
elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts
of terrorism, or war.
- Export and Sanctions Compliance. In connection with this Agreement, you will comply with all
applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and
regulations, including all such laws and regulations that may apply. For clarity, you are solely
responsible for compliance related to the manner in which you choose to use the Services. You
may not use any Service if you are the subject of U.S. sanctions or of sanctions consistent with
U.S. law imposed by the governments of the country where you are using the Service.
- Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this
Agreement will not be construed to create a partnership, joint venture, agency, or employment
relationship. Neither party, nor any of their respective affiliates, is an agent of the other
for any purpose or has the authority to bind the other. Both parties reserve the right (a) to
develop or have developed for it products, services, concepts, systems, or techniques that are
similar to or compete with the products, services, concepts, systems, or techniques developed or
contemplated by the other party, and (b) to assist third party developers or systems integrators
who may offer products or services which compete with the other party’s products or services.
- Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use
the Site or Services only with the consent of or under the supervision of your parent or legal
NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access
responsible for exercising supervision over your minor’s online activities. If you do not agree
Language. All communications and notices made or given pursuant to this Agreement must be in the
English language. If we provide a translation of the English language version of this Agreement,
the English language version of the Agreement will control if there is any conflict.
- To You. We may provide any notice to you under this Agreement by: (i) posting a notice
on the Site; or (ii) sending a message to the email address then associated with your
Account. Notices we provide by posting on the Site will be effective upon posting and
notices we provide by email will be effective when we send the email. It is your
responsibility to keep your email address current. You will be deemed to have received
any email sent to the email address then associated with your account when we send the
email, whether or not you actually receive the email.
- To Us. To give us notice under this Agreement, you must contact us by email at [email protected].
- No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not
create any third-party beneficiary rights in any individual or entity that is not a party to
No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a
present or future waiver of such provision nor limit our right to enforce such provision at a
later time. All waivers by us must be in writing to be effective.
Severability. If any portion of this Agreement is held to be invalid or unenforceable, the
remaining portions of this Agreement will remain in full force and effect. Any invalid or
unenforceable portions will be interpreted to effect and intent of the original portion. If such
construction is not possible, the invalid or unenforceable portion will be severed from this
Agreement but the rest of the Agreement will remain in full force and effect.
- Notice and Procedure for Making Claims of Copyright Infringement. If you are a copyright owner
or agent of the owner, and you believe that your copyright or the copyright of a person on whose
behalf you are authorized to act has been infringed, please provide us a written notice at the
address below with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the
owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has
- a description of where the material that you claim is infringing is located on the
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;
“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time
to time. You agree not to, and not to allow third parties to, use the Services:
- to violate, or encourage the violation of, the legal rights of others (for example, this may
include allowing End Users to infringe or misappropriate the intellectual property rights of
others in violation of the Digital Millennium Copyright Act);
- to engage in, promote or encourage any illegal or harmful activity or infringing, offensive or
- for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may
include phishing, creating a pyramid scheme or mirroring a website);
- to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other
items of a destructive or deceptive nature;
- to interfere with the use of the Services, or the equipment used to provide the Services, by
customers, authorized resellers, or other authorized users;
- to disable, interfere with or circumvent any aspect of the Services (for example, any thresholds
- to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising
or other solicitation; or
- to use the Services, or any interfaces provided with the Services, to access any other product
or service in a manner that violates the terms of service of such other product or service.
“Account Information” means information about you that you provide to us in connection with
the creation or administration of your Account. For example, Account Information includes names,
usernames, phone numbers, email addresses and billing information associated with your Account.
“Account Information” means information about you that you provide to us in
connection with the creation or administration of your Account. For example, Account Information
includes names, usernames, phone numbers, email addresses and billing information associated with
“API” means an application program interface.
“API Request” has the meaning set forth in Section 5.3.
“Applicable Threshold” has the meaning set forth in Section 4.2.
“Base Fee” has the meaning set forth in Section 4.2.
“Content” means software (including machine images), data, text, audio, video or
images and any documentation we offer for the Services.
“End User” means any individual or entity that directly or indirectly through
another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service
Offerings under your account.
“Fees” has the meaning set forth in Section 4.2.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys’ fees).’
“Our Marks” means any trademarks, service marks, service or trade names, logos, and
other designations of SBTGroup Limited. and their affiliates or licensors that we may make available
to you in connection with this Agreement.
“Order” means an order for the Products or Services executed through an order form
directly with SBTGroup, or through a cloud vendor, such as Amazon Web Services, Microsoft Azure, or
“Overage Fees” has the meaning set forth in Section 4.2.
supplemental policies or addendums applicable to any Service as provided to you, and any other
policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from
time to time.
designated by us), as it may be updated by us from time to time.
“Service” means each of the services, including SBTT Cryptoplace, and any other
features, tools, materials, or services offered from time to time, including our network
infrastructure, by us or our affiliates.
“Service Offerings” means the Services (including associated APIs), Our Content, Our
Marks, and any other product or service provided by us under this Agreement. Service Offerings do
not include Third-Party Content or Third-Party Services.
“Suggestions” means all suggested improvements to the Service Offerings that you
provide to us.
“Term” means the term of this Agreement described in Section 6.1.
“Termination Date” means the effective date of termination provided in accordance
with Section 6, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the
Site or in conjunction with the Services.
“Your Content” means Content that you or any End User transfers to us for
processing, storage or hosting by the Services in connection with Account and any computational
results that you or any End User derive from the foregoing through their use of the Services. Your
Content does not include Account Information.