Terms of Service | Smart Banked

SmartBanked User Agreement

This user agreement will be effective for all users as of January 11, 2023.

This user agreement is a contract between you and SYB International, Inc. and its subsidiary SB Tech Group, Inc. (collectively “SmartBanked”) governing your use of your SmartBanked account and the SmartBanked services. If you are an individual, you must be at least 18 years old, or the age of majority in your state or country of residence to open a SmartBanked account and use the SmartBanked services.

By opening and using a SmartBanked account, you agree to comply with all of the terms and conditions of this user agreement, including the Fee pages, and any upcoming changes described on the SmartBanked website at the time you accept this user agreement (which changes will apply to you on the indicated effective dates). These terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with each of the other terms or agreements that apply to you, including the following additional policies:

Acceptable Use Policy

Seller Account Agreement

Digital Wallet Agreement

Please read carefully all of the terms and conditions of this user agreement, the terms of the above policies, and each of the other terms and agreements that apply to you.

We may revise this agreement and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes.

For personal accounts, notice will include posting information about the changes on our website. If you accepted this user agreement prior to us posting notice of the changes on our website, then such notice will be provided at least 21 days before the applicable effective date.

For business accounts, notice will include posting information about the changes on our website or providing information about the changes by other written means (which may include email). If you accepted this user agreement prior to us providing notice of the changes on the website or by other written means, then such notice will be provided at least 5 days before the applicable effective date.

By continuing to use our services after any changes to this user agreement or any of the other applicable terms, agreements, or policies, you agree to abide and be bound by those changes. If you do not agree with any changes to this user agreement, you may close your account.

OPENING A SMARTBANKED ACCOUNT

All types of user accounts are covered by this user agreement.

All SmartBanked accounts let you do things like:

Send and receive SmartBanked tokens.

Buy and sell goods in the SmartBanked marketplace using SmartBanked tokens held in a SmartBanked Wallet.

Purchase SmartBanked tokens using your bank account, or other payment options. The terms “SmartBanked Wallet” or “Wallet” in this user agreement are used to refer to a SmartBanked digital wallet. More information about SmartBanked Wallets can be found in the SmartBanked Wallet Agreement.

Accept SmartBanked tokens as payment methods from buyers.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your SmartBanked account and the SmartBanked services. You must keep your mailing address, email address and other contact information current in your SmartBanked account profile.

SMARTBANKED ACCOUNTS

By opening up a SmartBanked account, you certify to us that you are using it primarily for a business or commercial purpose. You also consent to SmartBanked obtaining your personal and/or business credit report from a credit reporting agency along with all required information for Know-Your-Customer (KYC) and Know-Your-Business (KYB) checks at account opening and whenever we reasonably believe there may be an increased level of risk associated with your SmartBanked account.

CLOSING YOUR SMARTBANKED ACCOUNT

You may close your SmartBanked account and terminate your relationship with us at any time without cost, but you will remain liable for all obligations related to your SmartBanked account even after the SmartBanked account is closed. When you close your SmartBanked account, we will cancel any scheduled or incomplete transactions. If you have a business SmartBanked account, you must redeem or transfer any tokens from your business SmartBanked account before closing it.

In certain cases, you may not close your SmartBanked account, including:

To evade an investigation.
If you have a pending transaction or an open dispute or claim.
If your SmartBanked account has a negative balance.
If your SmartBanked account is subject to a hold, limitation or reserve.

LINK OR UNLINK A PAYMENT METHOD

You can link or unlink certain payment methods for tokens such as a bank account to your SmartBanked account. You will link a Wallet to your SmartBanked account as a payment method and unlink the Wallet by redeeming all tokens and closing your SmartBanked account. Please keep your payment method information current (e.g., bank account information). If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your information, you may remove your payment method from your SmartBanked account. If we update your payment method, we will keep any preference setting attached to such payment method.

If you wish to use a letter of credit to fund your Wallet with Smartbanked tokens, please contact our customer service to make necessary arrangements.

RECEIVING TOKENS, HOLDING A BALANCE OR TRANSFERRING TOKENS

SmartBanked Accounts

Tokens sent to a SmartBanked account can be held directly as balance in the SmartBanked account Wallet. You will not be able to use your SmartBanked Wallet until we verify the required identifying information that you provide to us.

The required identifying information is the information requested for KYC and KYB on signup.

When we have verified the required identifying information, a token balance can be held in your SmartBanked account Wallet, redeemed to a linked bank account, or used to make purchases from other SmartBanked accounts.

If you have a SmartBanked account and we have verified the required identifying information that you have provided to us, you may transfer money to purchase tokens to add to the balance of your SmartBanked account Wallet from any bank account linked to your business SmartBanked account by requesting an electronic transfer from your bank account.

You can redeem the token balance from your SmartBanked account Wallet by transferring it via a standard transfer to a bank account linked to your business SmartBanked account.

Any token balance you hold in your SmartBanked account represents an unsecured claim against SmartBanked.

SmartBanked is not a bank and does not itself take deposits. You will not receive any interest on the tokens held with SmartBanked. SmartBanked combines your SmartBanked funds used to purchase tokens with the funds of other SmartBanked users and invests those funds in liquid investments in accordance with money transmitter laws. SmartBanked owns the interest or other earnings on these investments. However, the claim against SmartBanked represented by your SmartBanked tokens is not secured by these investments and you do not have any ownership interest (either legal or beneficial) in these investments. These pooled amounts are held apart from SmartBanked’s corporate funds, and SmartBanked will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy.

RESTRICTIONS ON TRANSFERS OR WITHDRAWALS FROM SMARTBANKED ACCOUNTS

To protect us and our users from loss, we may delay a withdrawal, in certain situations, including if we need to confirm that you have authorized the withdrawal or if other payments to your SmartBanked account have been subject to a reversal (for example, as a result of a bank reversal, or dispute by a buyer). If we place a limitation on your SmartBanked account, a payment is subject to a hold, or your account or an associated account has a negative balance while a withdrawal from your SmartBanked account is pending, you will have to reinitiate the withdrawal once the limitation or hold has been lifted, or negative balance is fully paid off.

We may set limits on your withdrawals, and you can view any withdrawal limit by logging into your SmartBanked account.

FOREIGN CURRENCIES

All transactions using SmartBanked Services are in U.S. dollars only. All token redemptions are in U.S. dollars only.

ACCOUNT STATEMENTS

You have the right to receive an account statement showing your SmartBanked account activity. You may view your SmartBanked account statement by logging into your SmartBanked account.

BUYING SOMETHING FROM A SELLER WHO ACCEPTS SMARTBANKED TOKENS

How to buy something

You can buy something from a seller on the SmartBanked marketplace. To make a purchase, click on a contract in the marketplace and follow the directions provided.

In order to manage risk, SmartBanked may limit the payment methods available for a transaction when you buy something.

When you authorize a payment to a seller, some sellers may take up to 45 days to complete the transaction. In these instances, your payment may appear as a pending order in your SmartBanked account. In that case, your authorization of the payment will remain valid until the seller completes the transaction (but no longer than 45 days).

Fees

When you buy something from a seller who accepts SmartBanked tokens, you don’t pay a fee to SmartBanked for the use of SmartBanked tokens. The fees are deducted from the SmartBanked tokens received by the seller.

You may be required to pay a fee to SmartBanked if you are making a purchase using SmartBanked tokens and the seller discloses to you that you, as the buyer, must pay the fee.

These fees will be effective for all users as of January 11, 2023.

For the SmartBanked Services, SmartBanked will charge the buyer and seller the following fees in each transaction. In an installment contract, each installment is one transaction. Fees may be revised by SmartBanked subject to your transaction volume. You will always be notified of the fees Smartbanked Charges before entering a transaction:

Party Charged

Fee Type

When Charged

Transactions Subject

to Fee

Amount

Buyer

Administrative, Product & Identity Verification, and Contracting Fee

Upon deposit (refunded in the event the contract does not close)

All transactions

1.5% of total transaction amount

Seller

Platform Fee

Upon receipt of payment for a transaction

All transactions

1.5% of total transaction amount

Payment review

When SmartBanked identifies a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed. When this happens, SmartBanked will place a hold on the transaction and notify the seller to delay shipping of the item, as applicable. As a buyer, this may delay your receipt of the items you purchased. If we clear the transaction, we will notify the seller and direct them to ship the item. If we don’t clear the transaction, we will cancel it and return the tokens to you, unless we are legally required to take other action.

Refunds

When you buy something from a seller using SmartBanked tokens and the transaction is ultimately canceled, the tokens will typically be refunded to a token balance in your Wallet.

Bank Account Transfers

When you use your bank account as a payment method to purchase SmartBanked tokens, you are allowing SmartBanked to initiate a transfer from your bank account. For these transactions, SmartBanked will make electronic transfers from your bank account in the amount you specify. You authorize SmartBanked to try this transfer again if the initial transfer is rejected by your bank for any reason.

If you use your SmartBanked Wallet to pay for an item and you select your bank account as the funding method for tokens used in the transaction, remember that your SmartBanked account Wallet is issued to you by SmartBanked and not your bank. The terms, benefits, and protections associated with your SmartBanked account Wallet may vary from those that apply to your bank account. If you use your SmartBanked account Wallet to make a purchase that exceeds the balance in your linked bank account, you could incur overdraft fees, even if you chose not to allow overdrafts with your bank. Similarly, the liability limits applicable to your SmartBanked account Wallet may differ from those applicable to your bank account.

E-Check

E-check is a payment method where you use your bank account as your payment method for SmartBanked tokens, and the payment is not received by the recipient until the transaction is processed from the bank. This process usually takes 3-5 Business Days, but this amount of time may increase.

Letter of Credit

If you choose to use a letter of credit to fund tokens in your Wallet, please contact SmartBanked customer service for requirements.

No Surcharges

As a seller, you agree that you will not impose a surcharge or any other fee for accepting SmartBanked tokens as a payment method.

Presentation of SmartBanked

In representations to your buyers or in public communications, you must not mischaracterize any SmartBanked services or exhibit a preference for other payment methods over SmartBanked services. You agree not to try to dissuade or inhibit your customers from using SmartBanked services or encourage the customer to use an alternate payment method. If you enable your customers to pay you with SmartBanked tokens, whenever you display or exhibit the payment methods that you accept (either within any point of sale or in your marketing materials, advertising, and other customer communications) you agree to display the SmartBanked services payment marks at least as prominently, and in at least as positive a manner, as you do for all other payment methods.

Taxes and information reporting

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”). It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and, unless otherwise expressly agreed with SmartBanked, it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. SmartBanked is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.

You acknowledge that we may make certain reports to tax authorities regarding transactions that we process. For example, SmartBanked is required to report to the Internal Revenue Service the total amount of payments for goods and services you receive each calendar year into all of your SmartBanked accounts associated with the same tax identification number once you receive more than $600 in payments for goods through those SmartBanked accounts in the same calendar year (the “Reporting Threshold”). SmartBanked is also required to report payments for goods to applicable state and local governments.

SmartBanked’s IRS, state, and local reporting obligations are not limited to payments you receive for goods transactions.

Payment review

SmartBanked reviews certain potentially high-risk transactions. If SmartBanked determines, in its sole discretion, that a transaction is high-risk, we place a hold on the payment and provide notice to you to delay shipping of the item, as applicable. SmartBanked will conduct a review and either complete or cancel the payment. If the payment is completed, SmartBanked will provide notice to you to ship the item. Otherwise, SmartBanked will cancel the payment and the tokens will be returned to the buyer, unless we are legally required to take other action. We will notify you about payment reviews by email and/or through your SmartBanked account.

TRANSACTION FEES

Standard transaction fees

The fees you pay when selling goods, and the buyer pays using their SmartBanked tokens, can be found on the SmartBanked website. Please note that:

We may revise the fees applicable to future transactions that you process using SmartBanked, subject to the applicable notice requirements set forth herein.
If you accept payments using another SmartBanked product, the fees applicable to those products will apply to your transactions.

REFUNDS AND REVERSALS

General information

If you receive a payment for selling goods that is later refunded or invalidated for any reason, you are responsible for the full amount of the payment sent to you plus any fees (including any applicable dispute fee). Whenever a transaction is refunded or otherwise reversed, SmartBanked will refund or reverse the transaction from your SmartBanked account Wallet.

If you refund a transaction, we’ll retain the fees you paid as set out on our Fees page.

Payments that are invalidated and reversed

Token payments to you may be invalidated and reversed by SmartBanked if:

You do not fulfill the transaction as promised or you cannot provide proof of sale when required.
Our investigation of a bank reversal made by a buyer or the buyer’s bank finds that the transaction was fraudulent.
SmartBanked sent the payment to you in error.
The payment was unauthorized
You received the payment for activities that violated this user agreement or any other agreement between you and SmartBanked.

When you receive a payment, you are liable to SmartBanked for the full amount of the payment sent to you plus any fees if the payment is later invalidated or reversed for any reason. If the balance in your Wallet doesn’t cover the payment amount due plus the fees, we may use any of the payment methods linked to your SmartBanked account to cover the amount due. If the payment methods linked to your SmartBanked account don’t cover the amount due, this will result in a negative balance. A negative balance represents an amount that you owe to us, and, in this situation, you must immediately add funds to your balance to resolve it. If you don’t, SmartBanked may:

engage in collection efforts to recover the amount due from you;
take any or all action as outlined under Amounts owed to SmartBanked; or
place a limitation or take other action on your SmartBanked account as outlined under Restricted Activities and Holds.

RESTRICTED ACTIVITIES, HOLDS, AND LIQUIDATED DAMAGES

Restricted Activities

In connection with your use of our websites, your SmartBanked account, your Wallet(s), the SmartBanked services, or in the course of your interactions with SmartBanked, other SmartBanked customers, or third parties, you must not:

Breach this user agreement, the SmartBanked Acceptable Use Policy, the SmartBanked Wallet Agreement, or any other agreement between you and SmartBanked;
Violate any law, statute, ordinance, or regulation (for example, those governing financial services, anti-money laundering, sanctions, consumer protections, unfair competition, anti-discrimination or false advertising);
Infringe SmartBanked’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
Sell counterfeit goods;
Act in a manner that is defamatory, trade libelous, threatening or harassing;
Provide false, inaccurate or misleading information;
Send or receive what we reasonably believe to be potentially fraudulent funds;
Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
Attempt to “double dip” during the course of a dispute by receiving or attempting to receive funds from both SmartBanked and the seller, bank or insurance provider for the same transaction;
Control an account that is linked to another account that has engaged in any of these restricted activities;
Conduct your business or use the SmartBanked services in a manner that results in or may result in;

complaints;
requests by buyers to invalidate payments made to you;
fees, fines, penalties, or other liability or losses to SmartBanked, other SmartBanked customers, third parties or you;

Allow your SmartBanked account to have a negative balance;
Access the SmartBanked services from a country that is not included on SmartBanked’s permitted countries list;
Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or the SmartBanked services;
Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or SmartBanked services;
Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers;
Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, any of the SmartBanked services or other users’ use of any of the SmartBanked services;
Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
Circumvent any SmartBanked policy or determinations about your SmartBanked account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional SmartBanked account(s) when an account has a negative balance or has been restricted, suspended or otherwise limited; opening new or additional SmartBanked accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s SmartBanked account; or
Harass and/or threaten our employees, agents, or other users.

Actions We May Take if You Engage in Any Restricted Activities

If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect SmartBanked, its customers and others at any time in our sole discretion. The actions we may take include, but are not limited to, the following:

Terminating this user agreement, limiting your SmartBanked account (and any linked Wallet), and/or closing or suspending your SmartBanked account (and any linked Wallet), immediately and without penalty to us;
Refusing to provide the SmartBanked services to you in the future;
Limiting your access to our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, your SmartBanked account or any of the SmartBanked services, including limiting your ability to pay or send tokens, restricting your ability to send tokens or redeem tokens;
Holding the balance of tokens in your Wallet for up to 180 days or more if reasonably needed to protect against the risk of liability or if you have violated our Acceptable Use Policy;
Contacting buyers who have purchased goods from you using SmartBanked, your bank, other impacted third parties, or law enforcement about your actions;
Updating inaccurate information you provided us;
Taking legal action against you;
If you receive funds for transactions that violate the Acceptable Use Policy, then in addition to being subject to the above actions you will be liable to SmartBanked for the amount of SmartBanked’s damages caused by your violation of the Acceptable Use Policy. You acknowledge and agree that $10,500.00 U.S. dollars per violation of the Acceptable Use Policy is presently a reasonable minimum estimate of SmartBanked’s actual damages – including, but not limited to, internal administrative costs incurred by SmartBanked to monitor and track violations, damage to SmartBanked’s brand and reputation, and penalties imposed upon SmartBanked by its business partners resulting from a user’s violation – considering all currently existing circumstances, including the relationship of the sum to the range of harm to SmartBanked that reasonably could be anticipated because, due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. SmartBanked may deduct such damages directly from any existing balance in any SmartBanked Wallet you control.

If we close your SmartBanked account or terminate your use of the SmartBanked services for any reason, we’ll provide you with notice of our actions and make any unrestricted tokens held in the balance of your Wallet linked to your customer SmartBanked account or in the balance of your business SmartBanked account, available for redemption.

You are responsible for all reversals, claims, fees, fines, penalties and other liability incurred by SmartBanked, any SmartBanked customer, or a third party caused by or arising out of your breach of this agreement, and/or your use of the SmartBanked services.

HOLDS AND LIMITATIONS

What are holds and limitations

Under certain circumstances, in order to protect SmartBanked and the security and integrity of the network of buyers and sellers that use the SmartBanked services, SmartBanked may take account-level or transaction-level actions. Unless otherwise noted, if we take any of the actions described here, we’ll provide you with notice of our actions, but we retain the sole discretion to take these actions. To request information in connection with an account limitation or hold, you should contact customer service or follow the instructions in our email notice with respect to the limitation or hold. Account holds or limitations may impact your ability to move tokens to or from your Wallet.

Our decision about holds and limitations may be based on confidential criteria that are essential to our management of risk and the protection of SmartBanked, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your SmartBanked account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.

In order to facilitate SmartBanked’s actions described above and allow us to assess the level of risk associated with your SmartBanked account, you agree to cooperate with SmartBanked’s reasonable requests for financial statements and other documentation or information in a timely fashion.

Holds

A hold is an action that SmartBanked may take under certain circumstances either at the transaction level or the account level. When SmartBanked places a temporary hold on a payment, the tokens are not available to either the sender or the recipient. SmartBanked reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where SmartBanked will hold payments include:

Sellers with expired licenses tracked by SmartBanked.
New sellers or sellers who have limited selling activity.
Payments for higher-risk categories.
Sellers who have performance issues, or a high rate of buyer dissatisfaction or disputes.

Holds based on SmartBanked’s risk decisions

We may place a hold on payments sent to your SmartBanked account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your SmartBanked account, or your transactions or that placing such a hold is necessary to comply with state or federal regulatory requirements. We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties. When we place a hold on a payment, the tokens will appear in your SmartBanked Wallet with an indication that they are unavailable or pending. We’ll notify you, either through your SmartBanked account or directly by phone or email, whenever we place a hold.

Risk-based holds generally remain in place for up to 21 days from the date the payment was received into your SmartBanked account. We may release the hold earlier under certain circumstances, but any earlier release is at our sole discretion. The hold may last longer than 21 days if the payment is challenged as a payment that should be invalidated and reversed based on a disputed transaction as discussed in the following paragraph below. In this case, we’ll hold the payment in your SmartBanked account until the matter is resolved (which may exceed 180 days).

Holds related to Marketplace transactions

If you’re a seller on the marketplace, a hold may be placed on a payment sent to you at the instruction of the marketplace or third party. These holds will appear in your SmartBanked account. If you have questions about why the marketplace instructed SmartBanked to put these holds in place, you will need to contact customer service.

Holds based on disputed transactions

If a payment sent to you as a seller is challenged as a payment that should be invalidated and reversed, we may place a temporary hold on the tokens in your SmartBanked Wallet to cover the amount that could be reversed. If we determine the transaction should not be reversed, we’ll lift the temporary hold. If we determine the transaction should be reversed, we’ll remove the tokens from your SmartBanked Wallet.

Account Limitations

Limitations are implemented to help protect SmartBanked, buyers, and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your SmartBanked account open.

There are several reasons why your SmartBanked account could be limited, including:

If we suspect someone could be using your SmartBanked account without your knowledge, we’ll limit it for your protection and look into the fraudulent activity.
If your bank lets us know that there have been unauthorized transfers between your SmartBanked account and your bank account.
In order to comply with applicable law.
If we believe in our sole discretion that you have breached this agreement or violated the Acceptable Use Policy.
Seller performance indicating your SmartBanked account is high risk. Examples include: indications of poor selling performance, selling an entirely new or high-cost product type, or if your typical sales volume increases rapidly.

Unless a permanent limitation is placed on your account, you will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect SmartBanked, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

Court Orders, Regulatory Requirements or Other Legal Process

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you or the tokens in your SmartBanked Wallet, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding token payments to/from or token redemptions from your SmartBanked Wallet, placing a reserve or limitation on your SmartBanked account, or releasing your tokens. We will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your SmartBanked account. When we implement a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement, or other legal processes, the hold, reserve or limitation may remain in place longer than 180 days.

LIABILITY FOR UNAUTHORIZED TRANSACTIONS AND OTHER ERRORS

Protection from Unauthorized Transactions

To protect yourself from unauthorized activity in your SmartBanked account, you should regularly log into your SmartBanked account and review your SmartBanked account statement. SmartBanked will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.

SmartBanked will protect you from unauthorized activity in your SmartBanked account. When this protection applies, SmartBanked will cover you for the full amount of the unauthorized activity as long as you cooperate with us and follow the procedures described below.

What is an Unauthorized Transaction

An “Unauthorized Transaction” occurs when tokens are sent from your SmartBanked Wallet that you did not authorize and that did not benefit you. For example, if someone steals or fraudulently obtains your password, uses the password to access your SmartBanked account, and sends a payment from your SmartBanked Wallet, an Unauthorized Transaction has occurred.

What is not considered an Unauthorized Transaction

The following are NOT considered Unauthorized Transactions:

If you grant authority to someone to use your SmartBanked account (by giving them your login information) and they exceed the authority you gave them. You are responsible for transactions made in this situation unless you have previously notified SmartBanked that you no longer authorize transfers by that individual.
Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.

Reporting an Unauthorized Transaction

If you believe your SmartBanked login information has been lost or stolen, please contact SmartBanked customer service immediately.

Tell us AT ONCE if you believe that a token transfer has been made without your permission using your login information or by other means. You could lose all the tokens in your SmartBanked wallet.

Also, if your SmartBanked account statement shows transfers that you did not make, including those made with your SmartBanked login information or by other means, tell us at once. If you do not tell us within 20 days after we provided the statement to you, you may not get back any money you lost after the 20 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time period.

ERROR RESOLUTION

What is an Error

An “Error” means the following:

When tokens are either incorrectly taken from your SmartBanked Wallet or incorrectly placed into your SmartBanked Wallet, or when a transaction is incorrectly recorded in your SmartBanked account.
You send a payment and the incorrect amount is debited from your SmartBanked Wallet.
An incorrect amount is credited to your SmartBanked Wallet.
A transaction is missing from or not properly identified in your SmartBanked account statement.
We make a computational or mathematical error related to your SmartBanked account.
You request receipt or periodic statement documents that SmartBanked is required to provide to you.
You request additional information or clarification concerning a transfer to or from your SmartBanked account, including a request you make to determine whether an error has occurred.
You inquire about the status of a pending transfer to or from your SmartBanked account.
You request documentation or other information, unless the request is for a duplicate copy for tax or other record-keeping purposes.

What is not considered an Error

The following are NOT considered Errors:

If you give someone access to your SmartBanked account (by giving them your login information) and they use your SmartBanked account without your knowledge or permission. You are responsible for transactions made in this situation.
Invalidation and reversal of a payment as a result of the actions described under Refunds and Reversals.
Routine inquiries about the balance in your Wallet or business SmartBanked account, or any money waiting to be claimed through your customer SmartBanked account if you do not have a Wallet linked to your customer SmartBanked account.
Requests for duplicate documentation or other information for tax or other recordkeeping purposes.

In case of Errors or questions about your electronic transfers

Notify SmartBanked customer service as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 20 days after we sent the FIRST statement on which the problem or error appeared.

Tell us your name and account number (if any).
Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.

We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your SmartBanked Wallet within 10 Business Days for the amount you think is in error, so that you will have the use of the tokens during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your SmartBanked account.

For errors involving new SmartBanked accounts, or point-of-sale transactions, we may take up to 90 days to investigate your complaint or question. For new SmartBanked accounts, we may take up to 20 Business Days to credit your SmartBanked account for the amount you think is in error.

We will tell you the results within 3 Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

Processing Errors

We will rectify any processing error that we discover. If the error results in:

You receiving less than the correct amount to which you were entitled, then we will credit your SmartBanked account for the difference between what you should have received and what you actually received.
You receiving more than the correct amount to which you were entitled, then we will debit your SmartBanked account for the difference between what you actually received and what you should have received.
Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:

through no fault of ours, you did not have enough available funds to complete the transaction;
our system was not working properly and you knew about the breakdown when you started the transaction; or
the error was due to extraordinary circumstances outside our control (such as fire, flood, epidemic or pandemic, or loss of Internet connection), despite our reasonable precautions.

Processing errors are not:

Delays that result from SmartBanked applying holds or limitations.
Delays based on a payment review.
Delays described under “how to buy something” related to the time it may take for a purchase transaction to be completed in some situations.
Your errors in making a transaction (for example, mistyping the amount of tokens that you are sending).

OTHER LEGAL TERMS

Communications Between You and Us

If you provide us your mobile phone number, you agree that SmartBanked and its affiliates may contact you at that number using auto-dialed or prerecorded message calls or text messages to: (i) service your SmartBanked branded accounts, (ii) investigate or prevent fraud, or (iii) collect a debt. We will not use auto-dialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent. You do not have to agree to receive auto-dialed or prerecorded message calls or texts to your mobile phone number in order to use and enjoy the products and services offered by SmartBanked. You can decline to receive auto-dialed or prerecorded message calls or texts to your mobile phone number by updating your preferences by contacting customer service. The frequency of messages may vary, and standard telephone minute and text charges may apply. Neither we nor your phone carriers are liable for delayed or undelivered messages.

SmartBanked may communicate with you about your SmartBanked account and the SmartBanked services electronically as described on our website. You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time we post it to our website or email it to you. You will be considered to have received a communication from us, if it’s delivered by mail, 3 Business Days after we send it.

Unless you’re communicating with us about a matter where we’ve specified another notice address (for example, our Liability for Unauthorized Transactions and Other Errors process), written notices to SmartBanked must be sent by postal mail to: SB Tech Group, Inc., Attention: Legal Department, 16192 Coastal Highway, Lewes, DE, 19958.

You understand and agree that, to the extent permitted by law, SmartBanked may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with SmartBanked or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with SmartBanked may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by SmartBanked, and SmartBanked does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

SMARTBANKED’S RIGHTS

SmartBanked suspension and termination rights

SmartBanked, in its sole discretion, reserves the right to suspend or terminate this user agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or some or all of the SmartBanked services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted funds held in your SmartBanked account.

Security interest

As security for the performance of your obligations under this user agreement, you grant to SmartBanked a lien on, and security interest in and to, tokens held in your SmartBanked account.

Amounts owed to SmartBanked

If the balance in your SmartBanked Wallet becomes negative for any reason, that negative balance represents an amount that you owe to SmartBanked. SmartBanked may deduct these amounts from funds that are added to your SmartBanked Wallet later, either by you or from payments you receive. If you continue using your SmartBanked account when it has a negative balance, you authorize SmartBanked to combine the negative balance with any debit or transaction sent from your account when that combination is disclosed to you in advance of initiating the debit or transaction.

In addition to the above, if you have a past due amount owed to us or our affiliates, SmartBanked may debit your SmartBanked Wallet to pay any amounts that are past due.

Insolvency proceedings

If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this user agreement.

Assumption of rights

If SmartBanked invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that SmartBanked assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in SmartBanked’s discretion.

No waiver

Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification and Limitation of Liability

In this section, we use the term “SmartBanked” to refer to SYB International, Inc., SB Tech Group, Inc., and our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.

Indemnification

You must indemnify SmartBanked for actions related to your SmartBanked account and your use of the SmartBanked services. You agree to defend, indemnify and hold SmartBanked harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the SmartBanked services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your SmartBanked account or access our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, or any of the SmartBanked services on your behalf.

Limitation of liability

SmartBanked’s liability is limited with respect to your SmartBanked account and your use of the SmartBanked services. In no event shall SmartBanked be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, any of the SmartBanked services, or this user agreement (however arising, including negligence), unless and to the extent prohibited by law.

Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, SmartBanked is not liable, and you agree not to hold SmartBanked responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, or any of the SmartBanked services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf and any of the SmartBanked services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or any of the SmartBanked services or any website or service linked to our websites, software or any of the SmartBanked services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or any of the SmartBanked services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your SmartBanked account; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this user agreement or SmartBanked’s policies.

Disclaimer of Warranty and Release

NO WARRANTY

THE SMARTBANKED SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. SMARTBANKED SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SMARTBANKED DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS PROVIDED BY SELLERS WHO ACCEPT SMARTBANKED AS A PAYMENT METHOD, AND SMARTBANKED CANNOT ENSURE THAT A BUYER OR A SELLER YOU ARE DEALING WITH WILL ACTUALLY COMPLETE THE TRANSACTION OR IS AUTHORIZED TO DO SO. SMARTBANKED DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE SMARTBANKED SERVICES, AND OPERATION OF OUR WEBSITES, SOFTWARE, OR SYSTEMS (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SMARTBANKED SERVICES) OPERATED BY US OR ON OUR BEHALF MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SMARTBANKED WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, LETTERS OF CREDIT, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT SMARTBANKED MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE SMARTBANKED SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

Release of SmartBanked

If you have a dispute with any other SmartBanked account holder, you release SmartBanked from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Agreement to Arbitrate

Affects your rights and will impact how claims you and we have against each other are resolved.
Includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action lawsuit against us.

If a dispute arises between you and SmartBanked, acting as either a buyer or a seller, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and SmartBanked regarding the SmartBanked services may be reported to customer service.

AGREEMENT TO ARBITRATE

Our Agreement

You and SmartBanked each agree that any and all disputes or claims that have arisen or may arise between you and SmartBanked, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The United States Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

Prohibition of Class and Representative Actions and Non-Individualized Relief

You and SmartBanked agree that each of us 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 action or proceeding. Unless both you and SmartBanked agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other SmartBanked customers.

Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of this user agreement as a court would. All issues are for the arbitrator(s) to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, shall be for a court of competent jurisdiction to decide.

The arbitration will be conducted by the American Arbitration Association (referred to as the “AAA”) under its rules and procedures, as modified by this Agreement to Arbitrate. For all claims in which the value of the relief sought is $10,000 or less, the AAA’s Commercial Arbitration Rules, as modified by this Agreement to Arbitrate, shall apply without exception. For all other claims, the AAA’s rules, including, as applicable, the AAA’s Commercial Arbitration Rules, as modified by this Agreement to Arbitrate, shall apply. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or by the court.

A party who intends to seek arbitration must first send the other party, by certified mail, a completed notice of dispute. You should send this notice to SmartBanked at: SB Tech Group, Inc., Attention: Legal Department, 16192 Coastal Highway, Lewes, DE, 19958. SmartBanked will send any notice to you to the address we have on file associated with your SmartBanked account; it is your responsibility to keep your address up to date. To be valid, the notice of dispute must contain the email address and phone number associated with your SmartBanked account, a description of the nature and basis of the claims you are asserting, and the specific relief sought.

If you and SmartBanked are unable to resolve the claims described in the notice within 45 days after the notice is received by SmartBanked, you or SmartBanked may initiate arbitration proceedings.

The arbitration shall be conducted in the English language. The arbitration shall be held in Los Angeles, California or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or SmartBanked may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and SmartBanked subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or SmartBanked may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or SmartBanked shall not be disclosed to the arbitrator(s).

The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different SmartBanked customers, but is/are bound by rulings in prior arbitrations involving the same SmartBanked customer to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, SmartBanked will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by SmartBanked should be submitted by mail to the AAA along with your Demand for Arbitration and SmartBanked will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, SmartBanked will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse SmartBanked for all fees associated with the arbitration paid by SmartBanked on your behalf that you otherwise would be obligated to pay under the AAA’s rules.

Severability

With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms.

Future Amendments to this Agreement to Arbitrate

Notwithstanding any provision in the user agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against SmartBanked prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and SmartBanked. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your SmartBanked account within the 30-day period and you will not be bound by the amended terms.

INTELLECTUAL PROPERTY

SmartBanked’s trademarks

“SmartBanked.com,” “Smart-Banked.com”, “SmartBanked,” and all logos related to the SmartBanked services are either trademarks or registered trademarks of SmartBanked or SmartBanked’s licensors. You may not copy, imitate, modify or use them without SmartBanked’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SmartBanked. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by SmartBanked for the purpose of directing web traffic to the SmartBanked services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes SmartBanked or the SmartBanked services or display them in any manner that implies SmartBanked’s sponsorship or endorsement. All right, title and interest in and to the SmartBanked websites, any content thereon, the SmartBanked services, the technology related to the SmartBanked services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of SmartBanked and its licensors.

License grants, generally

If you are using SmartBanked software, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then SmartBanked grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use SmartBanked’s software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the SmartBanked services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, SmartBanked and third parties. SmartBanked may update or discontinue any software upon notice to you. While SmartBanked may have (1) integrated certain third-party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third-party materials and technology to facilitate providing you with the SmartBanked Services, you have not been granted and do not otherwise retain any rights in or to any such third-party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third-party materials or technology, or otherwise create any derivative works from any of the software or third-party materials or technology. You acknowledge that all rights, title and interest to SmartBanked’s software are owned by SmartBanked and any third-party materials integrated therein are owned by SmartBanked’s third-party service providers. Any other third-party software application you use on the SmartBanked websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that SmartBanked does not own, control nor have any responsibility or liability for any such third-party software application you elect to use on any of our websites, software and/or in connection with the SmartBanked services.

License grant from you to SmartBanked; intellectual property warranties

SmartBanked does not claim ownership of the content that you provide, upload, submit or send to SmartBanked. Nor does SmartBanked claim ownership of the content you host on third-party websites or applications that use SmartBanked services to provide payments services related to your content. Subject to the next paragraph, when you provide content to SmartBanked or post content using SmartBanked services, you grant SmartBanked (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and develop new ones. SmartBanked will not compensate you for any of your content. You acknowledge that SmartBanked’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against SmartBanked.

License grant to SmartBanked

Notwithstanding the provisions of the prior paragraph, if you are using the SmartBanked services, you hereby grant SmartBanked and its affiliates a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of this user agreement, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you) for the purpose of (1) identifying you as a user of the SmartBanked Services, and (2) any other use to which you specifically consent.

MISCELLANEOUS

Assignment

You may not transfer or assign any rights or obligations you have under this user agreement without SmartBanked’s prior written consent. SmartBanked may transfer or assign this user agreement or any right or obligation under this user agreement at any time.

Business Days

“Business Day(s)” means Monday through Friday, excluding holidays when SmartBanked’s offices are not considered open for business in the U.S. Holidays include New Year’s Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, SmartBanked observes the holiday on the prior Friday. If the holiday falls on a Sunday, SmartBanked observes the holiday on the following Monday.

Dormant accounts

If you do not log in to your SmartBanked account for two or more years, SmartBanked may close your SmartBanked account and send the redemption value of any tokens in your Wallet to your primary address (if we have verified the required identifying information that you have provided to us) or, if required, escheat (send) the redemption value of any tokens in your Wallet to your jurisdiction of residency if applicable. SmartBanked will determine your jurisdiction of residency based on the jurisdiction listed in the primary address for your SmartBanked account. If your address is unknown, or if your jurisdiction of residency does not permit funds to be escheated, the redemption value of any tokens in your Wallet will be escheated to the State of Delaware. Where required, SmartBanked will send you a notice prior to escheating the redemption value of any tokens in your Wallet. If you fail to respond to this notice, the redemption value of any tokens in your Wallet will be escheated to the applicable state. If you would like to claim any escheated funds from the applicable jurisdiction, please contact the applicable jurisdiction’s unclaimed property administrator.

Governing law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the State of California, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and SmartBanked.

Identity authentication

You authorize SmartBanked, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

asking you for further information, such as your date of birth, a taxpayer identification number, your physical address and other information that will allow us to reasonably identify you and your business;
requiring you to take steps to confirm ownership of your email address or financial instruments;
ordering a credit report from a credit reporting agency, or verifying your information against third-party databases or through other source;
if you are a seller, to provide evidence that the license under which you provide goods is valid at the time you provide those goods; or
requiring you to provide your driver’s license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that SmartBanked verify the required identifying information if you use certain SmartBanked services. SmartBanked reserves the right to close, suspend, or limit access to your SmartBanked account and/or the SmartBanked services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.

SmartBanked is only a payment and verification service provider

We act as a payment and verification service provider only. We do not:

Act as an escrow agent with respect to any funds kept in your account;
Act as your agent or trustee;
Enter into a partnership, joint venture, agency or employment relationship with you;
Guarantee the identity of any buyer or seller;
Determine if you are liable for any taxes; or
Unless otherwise expressly set out in this or another written agreement between you and SmartBanked, collect or pay any taxes that may arise from your use of our services.

Privacy

Protecting your privacy is very important to us. Please review our Privacy Statement in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

State disclosures

In addition to reporting complaints against SmartBanked directly to SmartBanked as described above, if you are a California resident, you may report complaints to the California Department of Business Oversight by mail at Department of Business Oversight, Attn: Consumer Services, 1515 K Street, Suite 200, Sacramento, CA 95814 or online through its website at http://www.dbo.ca.gov/Consumers. The California Department of Business Oversight offers assistance with its complaint form by phone at 866-275-2677. If you are a California resident, you have a right to receive communications about your SmartBanked account and the SmartBanked services by email. To make such a request, send a letter to SmartBanked to: SB Tech Group, Inc., Attention: Legal Department, 16192 Coastal Highway, Lewes, DE, 19958, include your email address, and your request for that information by email.

Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762.

Translation of agreement

Any translation of this user agreement is provided solely for your convenience and is not intended to modify the terms of this user agreement. In the event of a conflict between the English version of this user agreement and a version in a language other than English, the English version shall control.

Unlawful internet gambling notice

Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your SmartBanked account or your relationship with SmartBanked. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

Your use of personal data; Data protection laws

If you receive personal data about another SmartBanked customer, you must keep such personal data confidential and only use it in connection with the SmartBanked services. You may not disclose or distribute any personal data about SmartBanked customers to a third party or use such personal data for marketing purposes unless you receive that customer’s express consent to do so. You may not send unsolicited emails to a SmartBanked customer or use the SmartBanked services to collect payments to send, or assist in sending, unsolicited emails to third parties.

To the extent that you process any personal data about a SmartBanked customer pursuant to this agreement, you and SmartBanked will each be an independent data controller (and not joint controllers), meaning we will each separately determine the purposes and means of processing such personal data. We each agree to comply with the requirements of any applicable privacy and data protection laws, including any applicable regulations, directives, codes of practice, and regulatory requirements applicable to data controllers in connection with this agreement. We each also have and will follow our own independently-determined privacy statements, notices, policies, and procedures for any such personal data that we process in connection with this agreement.

In complying with the applicable data protection laws, we will each:

implement and maintain all appropriate security measures in relation to the processing of such personal data;
maintain a record of all processing activities carried out under this agreement; and
not knowingly or intentionally do anything, or knowingly or intentionally permit anything to be done, which might lead to a breach by the other party of the applicable data protection laws.

Any personal data you collect in connection with the SmartBanked services (and not otherwise generated, collected, or obtained by you through a customer’s separate relationship with you outside the use of the SmartBanked services) will be used by you only to the limited extent that is necessary and relevant to the SmartBanked services and for no other purpose unless you have obtained the prior express consent of the customer.

SmartBanked Seller Account Agreement

Last updated: January 2, 2023

This Seller Account Agreement (this “Agreement”) is between SYB International Inc., and its subsidiary SB Tech Group, Inc. (collectively, “SmartBanked”) and you, the entity or individual who enters into this Agreement, and governs your use of the services provided on the SmartBanked Commodities Exchange System platform (the “Platform”), including accepting SmartBanked tokens as payments for goods, as well as other related services on the Platform. This Agreement is a legally binding contract and is effective as of the earlier of the date you accept this Agreement online or begin using the Services. You expressly agree to the terms and conditions of this Agreement and any updates or modifications to this Agreement made by SmartBanked. You agree that SmartBanked may amend this agreement by providing you with notice of amended terms and by posting a revised version on our website. Your use of the Services after the effective date of the posted amendment shall constitute acceptance of such amendment.

Please read this Agreement carefully. This Agreement includes and incorporates by reference other agreements between you and SmartBanked, including the SmartBanked Privacy Policy, our Acceptable Use Policy, and our User Agreement.

Please be advised that this Agreement contains provisions, including an Agreement to Arbitrate, that govern how claims you and SmartBanked have against each other are resolved, which will, with limited exception, require the parties to submit claims they may have against one another to binding and final arbitration. Under the Agreement to Arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

PLATFORM SELLER ACCOUNT AND SMARTBANKED SERVICES

SmartBanked Processing Services. “SmartBanked Processing Services” or the “Services” means the token payment processing services offered by SmartBanked which provide you, the holder of the Platform Seller Account, with the ability to accept SmartBanked payments on the Platform and/or software in exchange for goods. SmartBanked provides the Services for your use subject to the terms and conditions of this Agreement, and the SmartBanked User Agreement.
Pricing. You promise to pay SmartBanked’s fees for the Services and your payment of such fees constitutes valid consideration for purposes of this Agreement between you and SmartBanked. SmartBanked will have the right to deduct from your Wallet balance SmartBanked’s fees for Services. SmartBanked may deduct the fees for Services even if there are insufficient funds to cover such fees in your account balance. If your account balance becomes negative, you authorize SmartBanked to debit the amount owed from your Settlement Account, as more fully described below. In the event that SmartBanked is unable to recover any fee amount that is due from your account, SmartBanked may terminate your use of the SmartBanked Processing Services within 30 days of the date that the fee was due and you will remain obligated to pay SmartBanked for any unpaid amounts.
Settlement Account and Payouts. When you redeem SmartBanked tokens in your wallet, SmartBanked will arrange to settle funds in United States Dollars only to the bank account or other financial account that you designate (the “Settlement Account”). A positive balance in your account, net of any deductions, set-off or debit of amounts owed to us, will result in settlement to your Settlement Account (a “Payout”) and a negative balance in your account will permit us to initiate a transfer from the Settlement Account in the amount of the negative balance. You agree that we may debit your Settlement Account for the applicable amounts, and/or setoff the applicable amounts against future payouts. We may reduce the amount transferred to your Settlement Account by the amount of fees, fines, and amounts owed to us for any reason. You affirm that you are the owner of the Settlement Account authorized to initiate settlements to and debits from the Settlement Account.
Suspension of Payouts. We reserve the right to suspend Payouts to you. Examples of situations where we may do so are: (i) where there are disputes or invalidated payments; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Laws or court order. We have the right to withhold Payouts upon termination of this Agreement if we reasonably determine that obligations to us might arise after termination of this Agreement (such as if a payment to you is reversed) or that we may incur losses resulting from credit, fraud, or other legal risks associated with your account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds and any necessary steps you’re required to take.
Incorrect Settlement. The information required for settlement will depend on the financial institution holding the Settlement Account. Please make sure that any information about the Settlement Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur. If your account information changes or you decide that you want to switch to a different Settlement Account, you must notify us in writing thirty (30) days in advance of such change coming into effect. You understand that this requirement exists to ensure that we have sufficient time to reflect the change in our systems. We will not be responsible for any problems with a settlement that results from us using incorrect Settlement Account information because of your delay in providing notice to us.

SERVICE REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

Compliance with Applicable Laws. You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to transactions.
Prohibited Businesses and Activities. In connection with your use of the SmartBanked Processing Services, you must comply with the SmartBanked Acceptable Use Policy. You may not use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes.
Service Limitations and Restrictions. We may refuse, condition, or suspend any transactions that we believe: (i) may violate this Agreement or other agreements you may have with SmartBanked; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, SmartBanked, or others to risks unacceptable to SmartBanked. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your account, your customers, and transactions made through your use of the Services.

YOUR OBLIGATIONS TO BUYERS AND BUYERS’ OBLIGATIONS TO YOU

You are solely responsible for, and SmartBanked disclaims any liability for, the provision of goods sold to your buyers as part of your use of the Services, and any obligations you may owe to your buyers. SmartBanked is not responsible for your obligations to your buyers, including to properly describe and deliver the goods being sold to your buyers. You are solely responsible for, and SmartBanked expressly disclaims all liability for, your compliance with applicable Laws and obligations related to your provision of the goods to your buyers. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify SmartBanked for any losses we incur based on your failure to properly describe or deliver, or comply with your legal or contractual obligations to your buyers.
SmartBanked is not responsible for any amounts owed to you by your buyers, including amounts for payment transactions that were authorized by the issuer or provider of the payment method but that were subsequently rejected.

LIABILITY FOR INVALIDATED PAYMENTS

Liability for Invalidated Payments. You are liable for all claims, expenses, fines and liabilities we incur arising out of:

4.1.1. A refund, over-payment, payment error, or other invalidated payment you cause (“Invalidated Payment”);
4.1.2.Any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and
4.1.3.Any losses resulting from your failure to comply with the terms of this Agreement, or your usage of the Services.

In the event of an Invalidated Payment or other liability, we may deduct the amounts due to SmartBanked from your Payouts or directly from your Settlement Account. While you may agree to share some liability with others, you are always financially liable to SmartBanked for disputes, refunds, and any fines that arise from your use of the Services.

ACTIONS WE MAY TAKE

Verification of Information. You authorize SmartBanked, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity (or the identities of individuals who own or control your company) and verify information that you have provided to us, including proof of product information. You agree that all information you provide to us (or to our affiliates which in turn may provide it to us) is complete and accurate to the best of your knowledge. SmartBanked may use the services of third parties to obtain information about you pursuant to this paragraph. You authorize any third party retained by SmartBanked for this purpose to obtain such information.
Actions by SmartBanked. If we believe that your transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability, to prevent fraud against any party (including you), or to prevent a violation of Law. The actions we may take include, but are not limited to, suspending or limiting your ability to use the SmartBanked Services, refusing to process any transaction, reversing a transaction, holding your Payouts, and contacting your buyers to verify transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity. Nothing in this section shall be construed to impose any obligation on SmartBanked, and we shall not be liable to you or any other party for failing to exercise our rights under this section.
Security Interest. To secure your performance of this Agreement, you grant to SmartBanked a legal claim to all tokens and funds held for transactions that we process for you. This means that if you have not paid funds that you owe to us or your buyers, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for transactions that we process through the Services, and to debit or withdraw funds from your Settlement Account.

TAXES

You are obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you may be asked to provide us with an original certificate, or other evidence of tax exemption, that satisfies applicable legal requirements attesting to your tax-exempt status.
Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your goods, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority.
Tax Forms and Reporting. We may send documents to you and tax authorities for transactions processed using the Services. Specifically, pursuant to applicable Law (including the Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. If you use SmartBanked Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service. We also may, but are not obliged to, electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).

DATA SHARING

You understand and agree that SmartBanked will share certain information about you, activity on your account, your transactions and any other information necessary to facilitate your use of the Services or our provision of the Services. Where SmartBanked receives such information, we may use it in accordance with the SmartBanked Privacy Policy.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that you have the full power and authority to execute, deliver and perform this Agreement. This agreement is binding and enforceable against you and no provision requiring your performance is in conflict with your obligations under any agreement to which you are a party.
You represent that you are, and at all times during the term you further warrant that you will continue to be, duly organized, authorized and in good standing under the laws of the state, region or country of your organization and duly authorized to do business in all states, regions or countries in which you operate.
You represent and warrant that all information you provide to us directly or through our affiliates, including any information you provide about individuals who own or control your company, is complete and accurate and that you will keep the information up to date on the Platform.
You represent and warrant that the Services are being used for business purposes and not for personal, family, or household purposes.

TERM AND TERMINATION

Term. The term of this Agreement shall commence when you begin using the Services and shall continue for as long as you are enabled to use the Services on the Platform or until terminated as set forth herein.
Termination. SmartBanked may terminate this Agreement or suspend Services to you if any of the following occurs: (1) we are required by a payment network association, an acquiring bank, or an order from a regulatory body to cease providing Services to you or to limit Services to you; (2) we believe that you have breached this Agreement or any agreement between you and SmartBanked, or are likely to do so; (3) we determine that your use of the SmartBanked Services carries an unacceptable amount of risk to us or to any third party; or (4) any other legal, reputational, or risk-based reason exists, in SmartBanked’s sole discretion. In the event that SmartBanked must terminate this Agreement, SmartBanked will provide you with notice as soon as reasonably practicable.
Effect of Termination. After termination by either party as described above, you shall no longer have access to, and shall cease all use of the SmartBanked Services. Any termination of this Agreement does not relieve you of any obligations to pay any fees, costs, penalties, or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.

INDEMNIFICATION, LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES

10.1.Indemnification. You agree to indemnify, defend, and hold harmless SmartBanked, its parents, subsidiaries, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty, or other expense (including actual attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with SmartBanked or its suppliers or affiliates in relation to your use of the SmartBanked Processing Services; (ii) your use of the SmartBanked Processing Services; (iii) your acts or omissions; and/or (iv) your violation of any applicable law, regulation, or network rules and requirements.
10.2.LIMITATION OF LIABILITY. SMARTBANKED SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SMARTBANKED PROCESSING SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SMARTBANKED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SMARTBANKED’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO SMARTBANKED DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
10.3.DISCLAIMER OF WARRANTIES. THE SMARTBANKED PROCESSING SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. SMARTBANKED DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO YOU AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SMARTBANKED OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SMARTBANKED’S OBLIGATIONS.

ARBITRATION AND DISPUTE RESOLUTION

11.1.You and SmartBanked agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it: i) affects your rights and will impact how claims you and we have against each other are resolved; and ii) includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action lawsuit against us. If a dispute arises between you and SmartBanked, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and SmartBanked regarding the SmartBanked Services may be reported to customer service at any time.
11.2.Agreement to Arbitrate. You and SmartBanked each agree that any and all disputes or claims that have arisen or may arise between you and SmartBanked, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The United States Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
11.3.Prohibition of Class and Representative Actions and Non-Individualized Relief. You and SmartBanked agree that each of us 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 action or proceeding. Unless both you and SmartBanked agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other SmartBanked customers.
11.4.Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of this user agreement as a court would. All issues are for the arbitrator(s) to decide, except those issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, shall be for a court of competent jurisdiction to decide. The arbitration will be conducted by the American Arbitration Association (the “AAA”) under its rules and procedures, including the AAA’s Commercial Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. A party who intends to seek arbitration must first send the other party, by certified mail, a completed Notice of Dispute. You should send this notice to SmartBanked at: SB Tech Group, Inc., Attn: Litigation Department, Re: Notice of Dispute, 16192 Coastal Highway, Lewes, DE, 19958. SmartBanked will send any notice to you to the address we have on file associated with your SmartBanked account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought. If you and SmartBanked are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or SmartBanked may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website. The Arbitration will be conducted in the English language. The arbitration shall be held in Los Angeles, California or at another mutually-agreed location. If the value of the relief sought is $10,000 or less, you or SmartBanked may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and SmartBanked subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or SmartBanked may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or SmartBanked shall not be disclosed to the arbitrator(s). The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different SmartBanked customers, but is/are bound by rulings in prior arbitrations involving the same SmartBanked customer to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
11.5.Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, SmartBanked will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by SmartBanked should be submitted by mail to the AAA along with your Demand for Arbitration and SmartBanked will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, SmartBanked will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse SmartBanked for all fees associated with the arbitration paid by SmartBanked on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
11.6.Severability. With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms.
11.7.Future Amendments to this Agreement to Arbitrate. Notwithstanding any provision in the user agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against SmartBanked prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and SmartBanked. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your SmartBanked account within the 30-day period and you will not be bound by the amended terms.

GENERAL TERMS

12.1.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
12.2.Waiver. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
12.3.Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without the written consent of SmartBanked. SmartBanked may assign this Agreement in its sole discretion without your written consent.
12.4.Amendment. We may amend this Agreement at any time. You will be provided with notice of amendments through the Platform. If you do not agree to the updated terms, you can terminate your Agreement by ceasing to use the Services we provide.
12.5.Independent Contractors. The relationship of SmartBanked and you is that of independent contractors. Neither you nor any of your employees, consultants, contractors or agents are agents, employees, partners, or joint venturers of SmartBanked, nor do you or they have any authority to bind SmartBanked by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.
12.6.Contracting Entity. “SmartBanked,” “we”, “our”, or “us” in this Agreement means SYB International, Inc., including through its subsidiary SB Tech Group, Inc., a Delaware corporation in the United States whose address is 16192 Coastal Highway, Lewes, DE 19958.
12.7.Notices. Any notices required by this Agreement will be provided to you by the Platform on our behalf. You agree that electronic notices and disclosures have the same meaning and effect as if we had provided you with a paper copy. Any notices to SmartBanked shall be considered valid only if sent by postal mail to SB Tech Group, Inc., Attn: Legal Department, 16192 Coastal Highway, Lewes, DE 19958.
12.8.Governing Law. The laws of the State of California, without regard to principles of conflict of laws, will exclusively govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.
12.9.Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

SmartBanked Digital Wallet Agreement

Last Update: January 2, 2023

These terms and conditions are between you and SB Tech Group, Inc. (“SmartBanked”) and govern your use of your SmartBanked Wallet and the SmartBanked services related to that digital wallet. The terms “SmartBanked Wallet” or “Wallet” in these terms and conditions will be used to refer to a SmartBanked digital wallet.

By opening and using a Wallet, you agree to comply with all aspects of these terms and conditions and any upcoming changes described on the SmartBanked website at the time you accept these terms and conditions (which changes will apply to you on the indicated effective dates). These terms and conditions include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with each of the other terms and agreements that apply to you in connection with your use of the SmartBanked services, which are available on the SmartBanked website.

We may revise these terms and conditions and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes in accordance with the terms of the user agreement.

Notice will include posting information about the changes on our website. If you accepted these terms and conditions prior to us posting notice of the changes on our website, then such notice will be provided at least 21 days before the applicable effective date.

By continuing to use our services after any changes to these terms and conditions, you agree to abide and be bound by those changes. If you do not agree with any changes to these terms and conditions, you may close your Wallet.

OPENING A WALLET

If you open a Wallet you will be able to hold a token balance, and use the token balance to buy and sell goods on the SmartBanked Platform. You can only open a Wallet if you have a SmartBanked account in good standing, and you can only use your Wallet by accessing it through your SmartBanked account. We will automatically link your Wallet to your SmartBanked account.

Your login credentials for your SmartBanked account act as the credentials to access your Wallet.

Before you can open a Wallet, we must verify or have previously verified the required identifying information that you provide to us.

The required identifying information is: name, physical address, date of birth and taxpayer identification number or social security number, (if applicable) all valid, required licenses required to sell the goods required by laws affecting your industry, and any other information required from time-to-time by Know Your Customer and Anti-Money Laundering laws.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your Wallet and the SmartBanked Services. You must keep your mailing address, email address, bank account information, and other contact information current in your SmartBanked profile.

CLOSING YOUR WALLET

You cannot close your Wallet without closing your SmartBanked account and you cannot close your SmartBanked account without closing your Wallet. Closing a SmartBanked account will result in SmartBanked automatically closing your Wallet. You can terminate your relationship with us at any time without cost, but you will remain liable for all obligations related to your Wallet and SmartBanked account even after those accounts are closed. You must redeem or transfer any tokens held in a Wallet before closing the Wallet.

In certain cases, you may not close your Wallet, including:

To evade an investigation.
If you have a pending transaction using your Wallet as the payment method or an open dispute or claim related to your Wallet.
If your Wallet has a negative balance.
If your Wallet is subject to a hold or limitation.

AVAILABLE FEATURES OF WALLETS

As described in more detail below, here are some of the things you can do with a Wallet:

Receive tokens for sales of goods;
Hold tokens;
Redeem tokens from your Wallet to a Settlement Account linked to your SmartBanked account;
Transfer tokens for purchases of goods;
Pay for SmartBanked Services; and
Purchase tokens using wire transfers or acceptable letters of credit.

RECEIVING FUNDS INTO YOUR WALLET

You may purchase tokens in your Wallet by transferring money to SmartBanked from any bank account by requesting an electronic transfer from your bank account.

You may purchase tokens in your wallet with by arranging for a bank to issue an appropriate letter of credit acceptable to SmartBanked. Please contact customer service for more details.

Tokens sent by someone else to your SmartBanked account pursuant to a transaction will automatically be placed in your Wallet.

HOLDING FUNDS IN YOUR WALLET

Any balance in your Wallet represents an unsecured claim against SmartBanked.

SmartBanked combines your Wallet balance with the balances of other Wallet holders and invests those funds in liquid investments in accordance with state money transmitter laws. SmartBanked owns the interest or other earnings on these investments. However, the claim against SmartBanked represented by your balance held in your Wallet is not secured by these investments and you do not have any ownership interest (either legal or beneficial) in these investments. These pooled amounts are held apart from SmartBanked’s corporate funds, and SmartBanked will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy.

REDEEMING TOKENS FROM A WALLET

If you have tokens in a Wallet, you may redeem those tokens at a 1:1 token to U.S. dollar ratio (and fractions thereof as low as $.01) by transferring it to your Settlement Account or a bank account linked to your SmartBanked account. For example, if you have 100.25 SmartBanked Tokens in your Wallet, you may redeem those tokens for $100.25 U.S. dollars. Certain fees may apply to redemption.

To protect us and our users from loss, we may delay a withdrawal, in certain situations, including if we need to confirm that you have authorized the withdrawal or if other payments to your Wallet have been subject to a reversal (for example, as a result of a bank reversal, or dispute by a buyer). If we place a limitation on your SmartBanked account, a payment is subject to a hold, or your Wallet or an associated account has a negative balance while a withdrawal from your Wallet is pending, you will have to reinitiate the withdrawal once the limitation or hold has been lifted, or negative balance is fully paid.

We may set limits on your withdrawals, and you can view any withdrawal limit by logging into your SmartBanked account.

ACCOUNT STATEMENTS AND REQUESTING ACCOUNT RECORDS

You have the right to receive an account statement showing your Wallet activity. You may view your Wallet statement by logging into your SmartBanked account.

SENDING MONEY AND BUYING

Buying Something From a Seller Who Accepts SmartBanked Tokens Using Your Wallet

You can buy something from a seller who accepts SmartBanked tokens using the token balance in your Wallet linked to your SmartBanked account. By engaging in a contract on the SmartBanked Platform, you agree to transfer the required payment in SmartBanked Tokens to the seller when the seller provides the documents listed in the contract.

When you buy something from a seller who accepts SmartBanked tokens, you don’t pay a fee to SmartBanked for use of the tokens. The fees are deducted from the SmartBanked tokens received by the seller.

PAYMENT REVIEW

When SmartBanked identifies a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed. When this happens, SmartBanked will place a hold on the transaction and notify the seller to delay shipping of the item. As a buyer, this may delay your receipt of the item you purchased. If we clear the transaction, we will notify the seller and direct them to ship the item. If we don’t clear the transaction, we will cancel it and return the funds to you, unless we are legally required to take other action.

RESTRICTED ACTIVITIES AND HOLDS

Restricted Activities

In connection with your use of our websites, your Wallet, the SmartBanked Services, or in the course of your interactions with SmartBanked, other SmartBanked customers, or third parties, you must not:

Breach these terms and conditions, the SmartBanked Account User Agreement for your SmartBanked account, the SmartBanked Acceptable Use Policy, the Seller Account Agreements (if they apply to you), or any other agreement between you and SmartBanked;
Violate any law, statute, ordinance, or regulation (for example, those governing financial services, money laundering, consumer protections, unfair competition, anti-discrimination or false advertising);
Infringe SmartBanked’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
Sell counterfeit goods;
Act in a manner that is defamatory, trade libelous, threatening or harassing;
Provide false, inaccurate or misleading information;
Send or receive what we reasonably believe to be potentially fraudulent funds;
Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
Attempt to “double dip” during the course of a dispute by receiving or attempting to receive funds from both SmartBanked and the buyer, bank, or insurance company for the same transaction;
Control an account that is linked to another account that has engaged in any of these restricted activities;
Conduct your business or use the SmartBanked services in a manner that results in or may result in;

complaints;
requests by buyers to invalidate payments made to you;
fees, fines, penalties, or other liability or losses to SmartBanked, other SmartBanked customers, third parties or you;

Allow your Wallet to have a negative balance;
Access the SmartBanked services from a country that is not included on SmartBanked’s permitted countries list;
Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or the SmartBanked services;
Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or SmartBanked Services;
Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers;
Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, any of the SmartBanked services or other users’ use of any of the SmartBanked services;
Take any action that may cause us to lose any of the services from our internet service providers, or other suppliers or service providers;
Circumvent any SmartBanked policy or determinations about your Wallet such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional SmartBanked account(s) when your Wallet has a negative SmartBanked balance or has been restricted, suspended or otherwise limited; opening new or additional SmartBanked accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s SmartBanked account; or
Harass and/or threaten our employees, agents, or other users.

Actions We May Take if You Engage in Any Restricted Activities

If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect SmartBanked, its customers and others at any time in our sole discretion. The actions we make take include, but are not limited to, the following:

Limit your Wallet, and/or close or suspend your Wallet, immediately and without penalty to us;
Refuse to provide the SmartBanked Services to you in the future;
Limit your access to our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, your Wallet or any of the SmartBanked services, including limiting your ability to pay or send tokens with your Wallet, restricting your ability to send money or make withdrawals;
Hold your Wallet balance for up to 180 days if reasonably needed to protect against the risk of liability or if you have violated our Acceptable Use Policy;
Contact buyers who have purchased goods from you using SmartBanked, your bank, other impacted third parties or law enforcement about your actions;
Update inaccurate information you provided us;
Take legal action against you;
If you’ve violated our Acceptable Use Policy, then you’re also responsible for damages to SmartBanked caused by your violation of this policy. SmartBanked may deduct such damages directly from any existing balance in any SmartBanked account you control.

If we close your Wallet or terminate your use of the SmartBanked services for any reason, we’ll provide you with notice of our actions and make any unrestricted tokens held in your Wallet available for redemption.

You are responsible for all reversals, claims, fees, fines, penalties, and other liability incurred by SmartBanked, any SmartBanked customer, or a third party caused by or arising out of your breach of these terms and conditions, and/or your use of the SmartBanked services.

HOLDS AND LIMITATIONS

What are holds and limitations?

Under certain circumstances, in order to protect SmartBanked and the security and integrity of the network of buyers and sellers that use the SmartBanked services, SmartBanked may take account-level or transaction-level actions. Unless otherwise noted, if we take any of the actions described here, we’ll provide you with notice of our actions, but we retain the sole discretion to take these actions. To request information in connection with an account limitation, hold or reserve, you should contact SmartBanked customer service or follow the instructions in our email notice with respect to the limitation or hold. Account holds or limitations may impact your ability to move tokens to or from your Settlement Account until the hold or limitation on your SmartBanked account is lifted.

Holds

A hold is an action that SmartBanked may take under certain circumstances either at the transaction level or the account level. When SmartBanked places a temporary hold on a payment, the tokens are not available to either the sender or the recipient. SmartBanked reviews many factors before placing a hold on a token transfer, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction.

Holds based on SmartBanked’s risk decisions

We may place a hold on token payments sent to your Wallet if, in our sole discretion, we believe that there may be a high level of risk associated with you, your Wallet, your SmartBanked account, or your transactions or that placing such a hold is necessary to comply with state, federal, or international regulatory requirements. We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties. When we place a hold on a payment, the tokens will appear in your Wallet with an indication that they are unavailable or pending. We’ll notify you, either through your Wallet or directly by phone or email, whenever we place a hold.

Risk-based holds generally remain in place for up to 60 days from the date the payment was received into your Wallet. We may release the hold earlier under certain circumstances, but any earlier release is at our sole discretion. The hold may last longer than 60 days and can be in effect up to 180 days or more.

Account Limitations

Limitations are implemented to help protect SmartBanked, buyers and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your Wallet open.

There are several reasons why your account could be limited, including:

If we suspect someone could be using your Wallet without your knowledge, we’ll limit it for your protection and look into the fraudulent activity.
If your bank lets us know that there have been unauthorized transfers between your Wallet and your bank account.
In order to comply with applicable law.
If we believe in our sole discretion that you have breached these terms and conditions or violated the Acceptable Use Policy.
Seller performance indicating your SmartBanked account is high risk. Examples include: indications of poor selling performance, selling an entirely new or high-cost product type, or if your typical sales volume increases rapidly.

Unless a permanent limitation is placed on your account, you will need to resolve any issues with your Wallet and SmartBanked account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect SmartBanked, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

Court Orders, Regulatory Requirements or Other Legal Process

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you or your Wallet, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding token payments to/from your Wallet, placing a limitation on your Wallet, or redeeming your tokens. We will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your Wallet. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement, or other legal process, the hold or limitation may remain in place longer than 180 days.

LIABILITY FOR UNAUTHORIZED TRANSACTIONS AND OTHER ERRORS

Protection from Unauthorized Transactions

To protect yourself from unauthorized activity in your Wallet, you should regularly log into your SmartBanked account and review your Wallet statements. SmartBanked will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.

SmartBanked will protect you from unauthorized activity in your Wallet. When this protection applies, SmartBanked will cover you for the full amount of the unauthorized activity as long as you cooperate with us and follow the procedures described below.

What is an Unauthorized Transaction

An “Unauthorized Transaction” occurs when tokens are sent from your Wallet that you did not authorize and that did not benefit you. For example, if someone steals or fraudulently obtains your password, uses the password to access tokens in your Wallet, and sends a payment using those tokens, an Unauthorized Transaction has occurred.

What is not considered an Unauthorized Transaction

It is NOT an Unauthorized Transaction if you grant authority to someone to use your Wallet (by giving them your login information) and they exceed the authority you gave them. You are responsible for transactions made in this situation unless you have previously notified SmartBanked that you no longer authorize transfers by that individual.

Reporting an Unauthorized Transaction

If you believe your SmartBanked login information has been lost or stolen, please contact SmartBanked customer service immediately.

Tell us AT ONCE if you believe that a token transfer or redemption has been made without your permission using your login information or by other means. You could lose all the tokens in your Wallet. If you tell us within 20 days after we provide you your Wallet and SmartBanked account statements showing transfers you did not make, you will be eligible for 100% protection for Unauthorized Transactions.

Also, if your Wallet statement shows token transfers that you did not make, including those made with your SmartBanked login information or by other means, tell us at once. If you do not tell us within 20 days after we provided the statement to you, you may not get back any money you lost after the 20 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods.

ERROR RESOLUTION

What is an Error

An “Error” means the following:

When tokens are either incorrectly taken from your Wallet or incorrectly placed into your Wallet, or when a transaction is incorrectly recorded in your Wallet.
You send a token payment and the incorrect amount is debited from your Wallet.
An incorrect token amount is credited to your Wallet.
A transaction is missing from or not properly identified in your Wallet statement.
We make a computational or mathematical error related to your Wallet.
You request receipt or periodic statement documents that SmartBanked is required to provide to you.
You request information concerning preauthorized (recurring) transfers to your Wallet that SmartBanked is required to provide to you.
You request additional information or clarification concerning a transfer to or from your Wallet, including a request you make to determine whether an error has occurred.
You inquire about the status of a pending transfer to or from your Wallet.
You request documentation or other information, unless the request is for a duplicate copy for tax or other record-keeping purposes.

What is not considered an Error

The following are NOT considered Errors:

If you give someone access to your Wallet (by giving them your login information) and they use your Wallet without your knowledge or permission. You are responsible for transactions made in this situation.
Invalidation and reversal of a payment.
Routine inquiries about the balance in your Wallet.
Requests for duplicate documentation or other information for tax or other recordkeeping purposes.

In case of Errors or questions about your token transfers

Contact SmartBanked customer service immediately.

Notify us as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

Tell us your name and account number (if any).
Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.

We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Wallet within 10 Business Days for the amount you think is in error, so that you will have the use of the tokens during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your Wallet.

For errors involving new Wallets, we may take up to 90 days to investigate your complaint or question. For new Wallets, we may take up to 20 Business Days to credit your Wallet for the amount you think is in error.

Processing Errors

We will rectify any processing error that we discover. If the error results in:

You receiving less than the correct amount to which you were entitled, then we will credit your Wallet for the difference between what you should have received and what you actually received.
You receiving more than the correct amount to which you were entitled, then we will debit your Wallet for the difference between what you actually received and what you should have received.
Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:

through no fault of ours, you did not have enough available funds to complete the transaction;
our system was not working properly and you knew about the breakdown when you started the transaction; or
the error was due to extraordinary circumstances outside our control (such as fire, flood, epidemic or pandemic, or loss of internet connection), despite our reasonable precautions.

Processing errors are not:

Delays that result from SmartBanked applying holds or limitations.
Delays based on a payment review.
Your errors in making a transaction (for example, mistyping the amount of tokens that you are sending).

OTHER LEGAL TERMS

Communications Between You and Us

If you provide us your mobile phone number, you agree that SmartBanked and its affiliates may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) service your SmartBanked branded accounts, (ii) investigate or prevent fraud, or (iii) collect a debt. We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent. You do not have to agree to receive autodialed or prerecorded message calls or texts to your mobile phone number in order to use and enjoy the products and services offered by SmartBanked. You can decline to receive autodialed or prerecorded message calls or texts to your mobile phone number by contacting customer support. The frequency of messages may vary, and standard telephone minute and text charges may apply. Neither we nor your phone carriers are liable for delayed or undelivered messages.

SmartBanked may communicate with you about your Wallet and the SmartBanked services electronically. You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time we post it to our website or email it to you. You will be considered to have received a communication from us, if it’s delivered by mail, 3 Business Days after we send it.

SMARTBANKED’S RIGHTS

SmartBanked suspension and termination rights

SmartBanked, in its sole discretion, reserves the right to suspend or terminate these terms and conditions, access to or use of its websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or some or all of the SmartBanked services for any reason and at any time upon notice to you and, upon termination of these terms and conditions, the redemption to you of any unrestricted tokens held in your Wallet.

Security interest

As security for the performance of your obligations under these terms and conditions, you grant to SmartBanked a lien on, and security interest in and to, tokens held in your Wallet.

Amounts owed to SmartBanked

If the balance in your Wallet becomes negative for any reason, that negative balance represents an amount that you owe to SmartBanked. SmartBanked may deduct these amounts from tokens that are added to your Wallet later, either by you or from payments you receive. If you have more than one SmartBanked account, we may set off a negative balance in one SmartBanked account against a SmartBanked balance in your other SmartBanked account(s), including a Wallet. If you continue using your Wallet when it has a negative balance, you authorize SmartBanked to combine the negative balance with any debit or transaction sent from your SmartBanked account when that combination is disclosed to you in advance of initiating the debit or transaction.

In addition to the above, if you have a past due amount owed to us or our affiliates, SmartBanked may debit your Wallet to pay any amounts that are past due.

Insolvency proceedings

Assumption of rights

If SmartBanked invalidates and reverses a token transfer that you made to a recipient (either at your initiative or otherwise), you agree that SmartBanked assumes your rights against the recipient and third parties related to the transfer and may pursue those rights directly or on your behalf, in SmartBanked’s discretion.

No waiver

Our failure to act with respect to a breach of any of your obligations under these terms and conditions by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification and Limitation of Liability

In this section, we use the term “SmartBanked” to refer to SYB International, Inc., SB Tech Group, Inc., our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.

Indemnification

You must indemnify SmartBanked for actions related to your Wallet and your use of the SmartBanked services. You agree to defend, indemnify and hold SmartBanked harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of these terms and conditions, your improper use of the SmartBanked services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Wallet or access our websites, software, systems (including any networks and servers used to provide any of the SmartBanked Services) operated by us or on our behalf, or any of the SmartBanked Services on your behalf.

Limitation of liability

SmartBanked’s liability is limited with respect to your Wallet and your use of the SmartBanked services. In no event shall SmartBanked be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, any of the SmartBanked services, or these terms and conditions (however arising, including negligence), unless and to the extent prohibited by law.

Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, SmartBanked is not liable, and you agree not to hold SmartBanked responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf, or any of the SmartBanked services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf and any of the SmartBanked services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or any of the SmartBanked services or any website or service linked to our websites, software or any of the SmartBanked services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the SmartBanked services) operated by us or on our behalf or any of the SmartBanked services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your Wallet; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these terms and conditions or SmartBanked’s policies.

DISCLAIMER OF WARRANTY AND RELEASE

NO WARRANTY

SMARTBANKED DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS PROVIDED BY SELLERS WHO ACCEPT SMARTBANKED TOKENS AS A PAYMENT METHOD, AND SMARTBANKED CANNOT ENSURE THAT A BUYER OR A SELLER YOU ARE DEALING WITH WILL ACTUALLY COMPLETE THE TRANSACTION OR IS AUTHORIZED TO DO SO. SMARTBANKED DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE SMARTBANKED SERVICES, AND OPERATION OF OUR WEBSITES, SOFTWARE, OR SYSTEMS (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SMARTBANKED SERVICES) OPERATED BY US OR ON OUR BEHALF MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SMARTBANKED WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, LETTERS OF CREDIT, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT SMARTBANKED MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE SMARTBANKED SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

Release of SmartBanked

AGREEMENT TO ARBITRATE

You and SmartBanked agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it: i) Affects your rights and will impact how claims you and we have against each other are resolved; ii) Includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action lawsuit against us.

You and SmartBanked each agree that any and all disputes or claims that have arisen or may arise between you and SmartBanked, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

Prohibition of Class and Representative Actions and Non-Individualized Relief

Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of these terms and conditions as a court would. All issues are for the arbitrator(s) to decide, except those issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, shall be for a court of competent jurisdiction to decide.

The arbitration will be conducted in the English language. The arbitration will be conducted by the American Arbitration Association (referred to as the “AAA”) under its rules and procedures, as modified by this Agreement to Arbitrate. For all claims in which the value of the relief sought is $10,000 or less, the AAA’s Commercial Arbitration Rules, as modified by this Agreement to Arbitrate, shall apply without exception. For all other claims, the AAA’s rules, including, as applicable, the AAA’s Commercial Arbitration Rules, as modified by this Agreement to Arbitrate, shall apply. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or by a court.

A party who intends to seek arbitration must first send the other party, by certified mail, a completed Notice of Dispute. You should send this notice to SmartBanked at: SB Tech Group, Inc., Attn: Legal Department, Re: Notice of Dispute, 16192 Coastal Highway, Lewes, DE 19958. SmartBanked will send any notice to you to the address we have on file associated with your SmartBanked account; it is your responsibility to keep your address up to date. To be valid, the Notice of Dispute must contain the email address and phone number associated with your SmartBanked account, a description of the nature and basis of the claims you are asserting, and the specific relief sought.

If you and SmartBanked are unable to resolve the claims described in the notice within 45 days after the notice is received by SmartBanked, you or SmartBanked may initiate arbitration proceedings.

The arbitration shall be held in Los Angeles, California or at another mutually-agreed location. If the value of the relief sought is $10,000 or less, you or SmartBanked may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and SmartBanked subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or SmartBanked may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or SmartBanked shall not be disclosed to the arbitrator(s).

Costs of Arbitration

Severability

Future Amendments to this Agreement to Arbitrate

Notwithstanding any provision in the terms and conditions to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against SmartBanked prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and SmartBanked. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your SmartBanked account within the 30-day period and you will not be bound by the amended terms.

INTELLECTUAL PROPERTY

SmartBanked’s trademarks

“SmartBanked.com,” “Smart-Banked.com”, “SmartBanked,” and all logos related to the SmartBanked services are either trademarks or registered trademarks of SmartBanked or SmartBanked’s licensors. You may not copy, imitate, modify or use them without SmartBanked’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SmartBanked. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by SmartBanked for the purpose of directing web traffic to SmartBanked services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes SmartBanked or the SmartBanked services or display them in any manner that implies SmartBanked’s sponsorship or endorsement. All right, title and interest in and to the SmartBanked websites, any content thereon, the SmartBanked services, the technology related to the SmartBanked services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of SmartBanked and its licensors.

License grants, generally

If you are using SmartBanked software, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then SmartBanked grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use SmartBanked’s software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access, and use requirements contained in all documentation accompanying the SmartBanked services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, SmartBanked and third parties. SmartBanked may update or discontinue any software upon notice to you. While SmartBanked may have (1) integrated certain third-party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third-party materials and technology to facilitate providing you with the SmartBanked Services, you have not been granted and do not otherwise retain any rights in or to any such third-party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third-party materials or technology, or otherwise create any derivative works from any of the software or third-party materials or technology. You acknowledge that all rights, title and interest to SmartBanked’s software are owned by SmartBanked and any third-party materials integrated therein are owned by SmartBanked’s third-party service providers. Any other third-party software application you use on the SmartBanked websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that SmartBanked does not own, control nor have any responsibility or liability for any such third-party software application you elect to use on any of our websites, software and/or in connection with the SmartBanked services.

License grant from you to SmartBanked; intellectual property warranties

License grant from sellers to SmartBanked

Notwithstanding the provisions of the prior paragraph, if you are a seller using the SmartBanked services to accept payments for goods, you hereby grant SmartBanked and its affiliates a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of these terms and conditions, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you) for the purpose of (1) identifying you as a merchant that accepts a SmartBanked service as a payment form, and (2) any other use to which you specifically consent.

MISCELLANEOUS

Assignment

You may not transfer or assign any rights or obligations you have under these terms and conditions without SmartBanked’s prior written consent. SmartBanked may transfer or assign these terms and conditions or any right or obligation under these terms and conditions at any time.

Business Days

“Business Day(s)” means Monday through Friday, excluding holidays when SmartBanked’s offices are not considered open for business in the U.S. Holidays include New Year’s Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, SmartBanked observes the holiday on the prior Friday. If the holiday falls on a Sunday, SmartBanked observes the holiday on the following Monday.

Dormant accounts

If you do not log in to your Wallet for two or more years, SmartBanked may close your Wallet and send the redemption amount of the tokens in your Wallet to your primary address (if we have verified the required identifying information that you have provided to us) or, if required, escheat (send) those funds to your state of residency. SmartBanked will determine your state of residency based on the state listed in the primary address for your SmartBanked account. If your address is unknown or registered in a foreign country, the funds in your Wallet will be escheated to the State of Delaware. Where required, SmartBanked will send you a notice prior to escheating any funds in your Wallet. If you fail to respond to this notice, the balance in your Wallet will be escheated to the applicable state. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator.

Governing law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in these terms and conditions, the laws of the State of California, without regard to principles of conflict of laws, will govern these terms and conditions and any claim or dispute that has arisen or may arise between you and SmartBanked.

Identity authentication

You authorize SmartBanked, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

asking you for further information, such as your date of birth, a taxpayer identification number, social security number, your physical address and other information that will allow us to reasonably identify you;
requiring you to take steps to confirm ownership of your email address or financial instruments;
ordering a credit report from a credit reporting agency, or verifying your information against third-party databases or through other sources;
if you are a seller, to provide evidence that the license under which you provide goods is valid at the time you provide those goods; or
requiring you to provide your driver’s license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that SmartBanked verify the required identifying information if you use certain SmartBanked services. SmartBanked reserves the right to close, suspend, or limit access to your Wallet and/or the SmartBanked services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.

SmartBanked is only a payment service provider

We act as a payment and verification service provider only. We do not:

Act as an escrow agent with respect to any tokens kept in your Wallet;
Act as your agent or trustee;
Enter into a partnership, joint venture, agency or employment relationship with you;
Guarantee the identity of any buyer or seller;
Determine if you are liable for any taxes; or
Unless otherwise expressly set out in this agreement or in a separate written agreement with SmartBanked, collect or pay any taxes that may arise from your use of our services.

Privacy

State disclosures

In addition to reporting complaints against SmartBanked directly to SmartBanked as described above, if you are a California resident, you may report complaints to the California Department of Business Oversight by mail at Department of Business Oversight, Attn: Consumer Services, 1515 K Street, Suite 200, Sacramento, CA 95814 or online through its website at http://www.dbo.ca.gov/Consumers/consumer_services.asp. The California Department of Business Oversight offers assistance with its complaint form by phone at 866-275-2677. If you are a California resident, you have a right to receive communications about your SmartBanked account and the SmartBanked services by email. To make such a request, send a letter to SmartBanked to: SmartBanked, Inc., Attention: Legal Department, 16192 Coastal Highway, Lewes, DE, 19958, include your email address, and your request for that information by email.

Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762.

Translation of agreement

Any translation of these terms and conditions is provided solely for your convenience and is not intended to modify the terms. In the event of a conflict between the English version these terms and conditions and a version in a language other than English, the English version shall control.

Unlawful internet gambling notice

Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your Wallet or your relationship with SmartBanked. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

Your use of personal data; Data protection laws

If you (in the course of a transaction) receive personal data about another SmartBanked customer, you are subject to and must comply with the data protection terms set forth in the SmartBanked Account User Agreement, which data protection terms also extend to your use of the SmartBanked services provided pursuant these terms and conditions.

SmartBanked Acceptable Use Policy

Last Update: January 2, 2023

You are independently responsible for complying with all applicable laws in all of your actions related to your use of SmartBanked’s services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy. Violation of this Acceptable Use Policy constitutes a violation of the SmartBanked User Agreement and may subject you to damages, including liquidated damages of $10,500.00 U.S. dollars per violation, which may be debited directly from your SmartBanked account(s) and Settlement Account(s) as outlined in the User Agreement.

PROHIBITED ACTIVITIES

You may not use the SmartBanked service, including accepting Smart Tokens, for activities that:

Violate any law, statute, ordinance. or regulation.
Relate to transactions involving (a) products that present a risk to consumer safety, (b) illegal drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable laws.
Relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler’s checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.
Involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
Relate to transactions involving any activity that requires pre-approval without having obtained said approval.

Activities Requiring Pre-Approval

SmartBanked requires pre-approval to provide payment services to merchants in certain industries as detailed in the chart below. If you have questions about obtaining a pre-approval or opening a new SmartBanked account that offers services requiring pre-approval, please contact our customer service team.

Category	Item or Service Requiring Pre-Approval (not intended to be an exhaustive list)
Transportation	Airlines and scheduled or non-scheduled charters/jets/air taxi operators.
Charities / Non-Profit	Collecting donations as a charity or non-profit organization.
High Value Items	Operating as a dealer in jewels, precious metals and stones.
Payment Facilitator	Providing payment services which would fall under the definition of a money service business or an electronic money institution. Services would also include the sale of stored value cards and escrow services.
Investments	Buying, selling, or brokering stocks, bonds, securities, options, figures, commodities, contracts for difference/forex, mutual funds or an investment interest in any entity or property.
Gambling, Gaming, Prize Draws and Contests	Activities involving gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to property/real estate prizes, casino games, sports betting, horse or greyhound racing, fantasy sports, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not legally defined as gambling) and sweepstakes, if the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.
Cryptocurrency	Any digital representation of value that can be digitally traded, transferred, or used for payment, including, but not limited to, crypto currencies, virtual in-game currencies, or non-fungible tokens.
Prescription Items	The sale of any product(s) requiring a prescription or prescription dispensing services.
Telemedicine Services	Providing medical services and consultations in a remote fashion.
Mature Audience Content	Any adult content delivered digitally including video on demand (VOD) and web-cam activities. SmartBanked may be restricted from processing payments in certain jurisdictions for adult DVD’s, magazines and other adult themed products or services.
Online Dating	Any dating services that enable individuals to find and introduce themselves to new people with the goal of developing a personal or romantic relationship.
Live Streaming/Broadcasting	Any activities in which people transmit video, voice or text content in a live environment with the potential of user interaction.
File-Sharing	Providing file sharing services including cyberlockers and similar remote digital file sharing services where uploaded content is accessible to the public or the service pays uploaders for content.
Alcohol	Selling alcoholic beverages.
Tobacco	Non-cigarette tobacco products, e-cigarettes, cigars.
Medical Items or Services	All items classified as medical devices, and all services or treatment provided by a person or organization holding itself out as a provider of health-care services, including, but not limited to, all health-care services for which government licensure is required in the provider’s jurisdiction or in the jurisdiction where services are being provided. This category includes “Medical Tourism” involving medical services to be provided to a patient outside of that patient’s home country.
Multilevel Marketing and Direct Selling Organizations	Direct Sales Organizations (“DSOs”) and the Multi-Level Marketing (“MLMs”) are distribution and marketing models in which products or services are sold via a network of independent distributors or representatives. DSO and MLM models rely on personal sales and frequently require the independent distributors to recruit new distributors in order to advance within the organization or gain incentive compensation.

SmartBanked Anti-Money Laundering and Counter-Terrorist Financing Statement

SYB International, Inc. and its subsidiaries, including SB Tech Group, Inc. (“SmartBanked”) is committed to full compliance with all applicable laws and regulations regarding Anti- Money Laundering (“AML”). SmartBanked’s policy is to prevent people engaged in money laundering, fraud, and other financial crimes, including terrorist financing, from using SmartBanked’s services.

SmartBanked has robust policies and procedures to detect, prevent, and report suspicious activity. To comply with OFAC (Office of Foreign Asset Control) requirements, and global sanctions, we screen our customer accounts against government watch lists. In addition, we will request that you provide us with documentation to help prove your identity or for business verification purposes. We report suspicious transactions to the financial intelligence unit in the respective country.

As part of our AML procedures, we collect information from you to satisfy our Know Your Customer requirements. This means that we will request information from you due to a specific identification requirement or as a result of our watch-list screening process. We may ask you to provide documentation to help confirm your identity or provide additional information regarding your business. We may also request that you seek pre-approval for utilizing the SmartBanked service if your account falls within a high-risk compliance category, as listed in our Acceptable Use Policy.

We may ask for this information during account opening or as part of our account review process which we periodically conduct on our existing customers.