Terms And Conditions

1.Terms of service

These Terms of Use (the “Agreement”) are entered into and effective as of the date of your account registration with The Gift Club (“Effective Date”). This Agreement governs the relationship between The Gift Club, (“The Gift Club,” the “Company,” “we,” “our,” or “us”), and you the account holder or Member (“You” or “User) (collectively, the “Parties”), whether as an individual or as a representative of an entity. The Agreement also covers your use of our website (“Website”) and our Web Application as a Service product (“Web Application” or “System”), for the purpose of investing in Cryptocurrency and other Digital Assets.

Please read the Agreement carefully before you decide to sign up for our Services. By using the Website, or by clicking to “accept” or “agree” to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, incorporated herein by reference. You also acknowledge and warrant, if applicable, that you have the authority to enter into this agreement on behalf of, and bind, the entity for which you will be using the Website as a registered user.

If you do not want to agree to these Terms of Use, or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

2.Grant of Rights

2.1 Website. Subject to the terms and conditions set forth herein, we hereby grant you a limited, worldwide, non-exclusive, fee-based, non-transferable right and license, under our Intellectual Property Rights, to (i) use, in the form in which such Website is delivered by The Gift Club only, and (ii) utilize such Website only for the purpose of speculative investment in Cryptocurrency or Crypto Assets

2.1 Limited Rights of Member. Your Membership of this Website is subject to your completion of the registration process and payment of Membership Package Fee. Your obtainment and/or use of the Website does not grant you any rights of ownership in the Website, as all rights granted are merely those of a Member under the terms of this Agreement, with those rights granted only for such time as (i) you conform to the terms and conditions of this Agreement, and (ii) until the termination of this Agreement.

2.2 No Other Rights. Except for the limited rights expressly granted under this Agreement, neither this Agreement nor your exercise of rights granted convey any other rights or license to the Website, Confidential Information, Documentation, and Marks whether by implication, estoppel or otherwise, under any of The Gift Club’s Intellectual Property Rights (as defined below). We retain all rights, title and interest in and to the Website, Confidential Information, Documentation and Marks (as defined below), including without limitation, all worldwide right, title and interest in and to

(i) all patents and all filed, pending applications for patents, including any reissue, reexamination, divisional, continuation or continuation-in-part patent applications now or hereafter filed (“Patent Rights”);

(ii) all trade secrets, and all trade secret rights and equivalent rights arising;

(iii) all works of authorship, including all registered and unregistered copyrights; and (iv) all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names (“Marks”), in each case of (i) through (iv) as the same may arise or exist under common law, state law and laws of foreign countries (collectively “Intellectual Property Rights”).

3. Investment

3.1 Membership Package Fee. The Member acknowledges that the Membership Package fee paid on
sign-up is used to invest in Bitcoin (BTC) and other Crypto Assets by The Gift Club and its parent company
for a period of one year. Members earn a fixed interest for their investment over this period.

3.2 Annual Percentage Yield (APY) Payout. The Member understands that the APY payout is made on the following conditions:
(i) APY means Annual Percentage Yield and refers to the percentage yield of Member’s account on a yearly basis. This yield is the interest rate that shall be accrued on Member Package fee at sign-up.
(ii) The Annual Percentage Yield (APY) and Maturity Date will be based on the date the account is funded;
(iii) The disclosed APY assumes that Member’s funds will remain on deposit until maturity. APY payment is forfeited should Member decide to terminate the Agreement before the Maturity Date.
(iv) The interest rate and APY are subject to change at the discretion of The Gift Club, at any time without limitation.
(v) The Agreement between The Gift Club and Member would be deemed fulfilled and completed once the APY is paid out to the Member at Maturity Date.
(vi) Member may decide to renew their Membership at their own discretion once their current membership is completed.
(vii) Members shall receive a reward bonus if their referral code or link is used by a new member to sign up. The reward bonus is accumulated on behalf of the Member and is displayed on their dashboard upon log-in and can be withdrawn when Members have accumulated fifty USD ($50) or above.

3.3 Investment Risk. The Member understands that its investment in Cryptocurrencies and Crypto Assets such as Bitcoin (BTC) involves a significant degree of risk and that the market price of BTC has been and continues to be volatile, that no representation is being made as to the future value of the BTC and that the Member has carefully read, considered, understood and complied with such matters as set forth by the Relevant Bodies, Departments and Agencies charged with regulating investments in these Assets in their jurisdiction. The Member has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in Cryptocurrencies and Crypto Assets such as BTC and has the ability to bear the economic risks of an investment in these Assets. The Member has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered all inquiries that the Member or the Member’s representatives have put to it, and all such inquiries have been answered to the full satisfaction of the Member.

3.4 Taxes.The registration fee does not include any foreign, federal, state or local sales, use or other similar taxes, however designated, levied against any profit made on the Cryptocurrency investments made on behalf of the Member during and after the use of the Website. You agree to pay, or reimburse, The Gift Club for all such taxes imposed, provided, however, that you shall not be liable for any taxes based on The Gift Club’s net income. When The Gift Club has the legal obligation to collect such taxes, the appropriate
amount shall be paid by you unless you provide The Gift Club with a valid tax exemption certificate authorized by the appropriate taxing authority. You agree to promptly notify us of any amendment or revocation of such certificate, and will hold The Gift Club harmless from and against any taxes or other monies resulting from the failure to hold a certificate recognized as valid by the appropriate tax authority.

4. Your Additional Obligations

4.1 Books and Records. You agree to keep and maintain accurate books and records as reasonably necessary for verification of transaction payments pursuant to this Agreement.

5. Terms and Conditions of Payment Gateway Provider (NOW Payment.io)

You agree at all times to conform to any and all terms and conditions, duties, and obligations arising out of, or pertinent to, your use of the Payment Gateway services through, or with respect to, our Website, which terms and conditions may be amended from time-to-time at the sole discretion of that Payment Gateway Provider.

6. Terms and Conditions of Crypto Wallet Provider (Blockchain.com ).

You agree at all times to conform to any and all terms and conditions, duties, and obligations arising out of, or pertinent to, your use of Blockchain Crypto Wallet and services through, or with respect to, our Website, which terms and conditions may be amended from time-to-time at the sole discretion of Blockchain (for more information, visit User Agreement for Blockchain.com).

7. Limited Warranty

7.1 Limited Warranty.The Gift Club agrees to provide the Website and Web Application which operate for the purpose of purchasing and investing in Bitcoin (BTC) for the Member. The Gift Club shall have no obligation to provide warranty services in the event of any losses caused by volatility in the value of BTC during and after the use of this Website, or the loss of earnings due to negligence of security best practices in protection of the Member’s Crypto Wallet or failure by the Member to secure and store their sensitive data or information in an appropriate manna, unless the relevant defect or damage or loss of information or data or earnings is caused by or is not deemed to be sufficiently remedied by the Website or The Gift Club.

7.2 Disclaimer. EXCEPT AS MAY BE AGREED TO IN A SEPARATE WRITING BETWEEN THE PARTIES, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIMITED WARRANTY GRANTED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE WEBSITE, WHETHER STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, AND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY TO YOU AND NOT TO ANY DONOR OR ANY OTHER THIRD PARTY. NO WAIVER, ALTERATION OR MODIFICATION OF THIS WARRANTY SHALL BE BINDING AGAINST THE GIFT CLUB UNLESS IN WRITING AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN EXECUTIVE OFFICER OF THE GIFT CLUB.

7.3 Member’s Warranty Limitations. You agree to indemnify, defend and hold harmless The Gift Club, its officers, agents, employees, and affiliates from any claim or liability arising out of or relating to any grant by you of any representation or warranty.

8. Terms and Termination

8.1 Terms.This Agreement shall continue in force during your use of the Website provided by The Gift Club as defined in this agreement. Either party may terminate this Agreement at any time. If you would like to terminate this Agreement, you must send a request to The Gift Club to close your account. The Gift Club may terminate this Agreement by closing your account, which will prevent the processing of future Membership Packages. The Gift Club may, at their sole discretion, suspend and/or place an account under review for possible violation of terms, related to The Gift Club Acceptable Usage Policy found here.

8.2 Termination for Insolvency.This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of bankruptcy proceedings, which proceedings are not dismissed within ninety (90) days of their commencement, or (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution.

8.3 Survival. The provisions of Section 1, 2, 3.1, 3.2, 3.5, 7.1, 7.2, 7.3, 8.2, 8.4, 9, 11, 13, and all payment obligations incurred prior to termination shall survive the termination of this Agreement for any reason.

8.4 No Liability for Termination. In the event of termination of this Agreement by either Party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either Party. Termination shall not, however, relieve either Party of obligations incurred prior to the termination.

8.5 Discretion for Termination. We may, in our sole discretion, refuse to offer the Services to any person or entity. We may, without notice and in our sole discretion, terminate your right to use the Services, or any portion thereof, and block or prevent your future access to and use of the Services or any portion
thereof. Nothing herein shall be construed to create any duty to, or standard of care with reference to, or any obligation or liability to any person not a party to this Terms of Service. In particular, we disclaim any third-party beneficiary rights and interests which may arise out of, or pertain to, to our right reserved herein.

9. Intellectual Property Notices and Confidentiality

9.1 Intellectual Property Notices. You agree not to remove and to retain all proprietary Marks, legends and IP notices that appear on or display in connection with the Website, documentation, and Confidential Information delivered to you by The Gift Club, and all whole or partial copies thereof.

9.2 Confidential Information.For purposes of this Agreement, a Party’s Confidential Information shall mean (i) all information considered by one Party to be confidential and which is clearly marked as “confidential” prior to disclosure to the other Party, or if disclosed orally or visually disclosed, shall be identified as the confidential information of the disclosing Party at the time of disclosure and then
summarized in writing and provided to the recipient within thirty (30) days of such oral or visual disclosure; (ii) all information concerning or related to the Website, including but not limited to the logic, designs, source code, product specifications, inventions, research, improvement, manufacture and sale of the Website
(including sales, costs, profits, pricing methods, organizations, business and product plans), and (iii) any other information which a reasonable business person would consider to be confidential information of the other Party. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the receiving Party; (ii) is disclosed by one Party with the prior written approval of the other Party, (iii) is received by the receiving Party from a third party without a confidentiality obligation or duty of nondisclosure; or (iv) is disclosed pursuant to any judicial or governmental order, provided that to the extent consistent with such order the disclosing Party gives the
other Party sufficient prior notice to contest such order.

9.3 NonUse and NonDisclosure. The Parties to this Agreement agree to observe complete confidentiality with respect to the Confidential Information, and to make all reasonable efforts not to disclose, or permit any third party or entity access to, the Confidential Information (or any portion thereof) without the prior written permission of the other Party (except such disclosure or access which is required to perform any obligations under this Agreement and to ensure that any employees, or any third parties who obtain access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information. Without limiting the foregoing, the Parties agree to employ, with regard to the Confidential Information, procedures no less restrictive than the strictest procedures used by it to protect its own confidential and proprietary information.

9.4 Source Code. You agree not to attempt, directly or indirectly, to decompile, disassemble, reverse engineer or use any other similar process with respect to the code, logic or information embodied by the Website.

10. Trademarks and Trade Names

10.1 Use. During the Term, you shall have the right to use The Gift Club’s Marks to advertise and encourage people to join the program in a bid to fill up your Membership Circle. You shall use such Marks in accordance with The Gift Club’s usage in the Website, and shall not modify or delete such Marks as set forth in the Website or in its user interface without the prior written consent of The Gift Club, in its sole discretion.

10.2 Ownership.Except for the limited rights provided for in this Section 10, nothing contained in this Agreement shall grant you any right, title or interest in The Gift Club’s Marks. At no time during the Term shall you challenge or assist others in challenging The Gift Club’s rights in and to its Marks, or the registration thereof, or attempt to register any trademarks, trade names or other proprietary indicia confusingly similar to such Marks. All uses of The Gift Club’s Marks will inure solely to The Gift Club, and you hereby irrevocably assign to The Gift Club all such right, title and interest, if any, in any such Marks and agree to provide The Gift Club reasonable assistance in its registration of the Marks in those jurisdictions in
which your activities will be carried out.

11. Patents and Copyright Indemnity

11.1 Limitation of Liability. THE GIFT CLUB SHALL HAVE NO LIABILITY FOR ANY CLAIM BASED UPON: (I) THE COMBINATION, OPERATION OR USE OF THE WEBSITE WITH EQUIPMENT, DEVICES OR INTERNET SERVICE PROVIDERS DEEMED TO BE INSUFFICIENTLY SECURE BY THE GIFT CLUB, WHERE SUCH CLAIM ARISES SOLELY AS A RESULT OF SUCH COMBINATION; (II) ANY
ALTERATION OR MODIFICATION OF ANY PRODUCT NOT PERFORMED BY THE GIFT CLUB, (III) THE FAILURE TO INSTALL DEVICE SECURITY UPDATES AND/OR FIXES OR UNDERTAKE SECURITY MEASURES ON YOUR DEVICES OR INFORMATION, PROVIDED SUCH CLAIM WOULD NOT HAVE ARISEN BUT FOR SUCH FAILURE TO INSTALL THE SAME, (IV) MISUSE OF THE WEBSITE,
INCLUDING BUT NOT LIMITED TO, USE NOT IN ACCORDANCE WITH THE INTENDED PURPOSE OF THE WEBSITE.

11.2 Entire Liability. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF THE GIFT CLUB, AS WELL AS YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND THE GIFT CLUB SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN  INFRINGEMENT OR MISAPPROPRIATION.

11.3 Notification of Unauthorized Use. You agree to promptly notify The Gift Club in writing upon your discovery of any unauthorized use or infringement of the Website, or The Gift Club’s Intellectual Property Rights with respect thereto. The Gift Club shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that The Gift Club
brings such an action or proceeding, you shall cooperate and provide full information and assistance to The Gift Club (at The Gift Club’s expense) and its counsel in connection with any such action or proceeding.

12. Indemnification by the Member

Subject to The Gift Club’s indemnification obligation pursuant to Section 11, you shall defend, or at your sole option, settle, at your sole expense, any demand, claim or action brought against The Gift Club to the extent that such demand, claim or action is based on an allegation by a third party based on your actions or
omissions with respect to this Agreement or your use of the Website, and you will indemnify The Gift Club from any costs, damages and fees (including attorney’s fees) incurred by, settled for, or awarded against The Gift Club from such claim. You shall be relieved of the foregoing indemnification obligations to the extent The Gift Club fails to (i) notify you promptly in writing of any Claim, (ii) permit you to defend against, compromise or settle such Claim or (iii) provide all available information and assistance (at your expense) reasonably necessary for you to defend against, compromise, or settle such claim. You shall not be liable for any costs, damages or fees incurred by The Gift Club on such action or claim unless you have authorized this in writing in advance. You will not agree to a settlement that would adversely affect The Gift Club’s interests without The Gift Club’s express written consent.

13. Limitation of Liability

13.1 No Consequential Damages.TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS AFFILIATES, AGENTS, REPRESENTATIVES, EMPLOYEES OR SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY (EXCEPT PURSUANT TO SECTIONS 11 AND 12) UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR
SPECIAL DAMAGES (INCLUDING ANY AMOUNTS FOR LOSS OF PROFITS, SUBSTITUTE GOODS, LOSS OF DATA OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR TERMINATION HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR
WARRANTY PROVIDED HEREUNDER. THE FOREGOING LIMITATION SHALL NOT APPLY TO AMOUNTS FOR WHICH EITHER PARTY IS LIABLE TO THE OTHER PARTY UNDER SECTION 3, OR SECTIONS 11 OR 12 (INDEMNIFICATION).

13.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE GIFT CLUB, ITS SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE MEMBER TO THE GIFT CLUB. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

14. Messaging Policy

14.1 Electronic mail (Email). All notices and communications to be given or otherwise made to Member shall be deemed to be sufficient if sent by e-mail to such address provided by the Member via the Website during registration.

14.2 Assistance. You may contact us electronically by using the “Contact Us” form provided on the Website. The Member may use this form to contact us regarding inquiries about electronic funds transfer error resolution, to report unauthorized transactions, or to contact The Gift Club regarding other concerns of a confidential nature. If you send an email message using the form, The Gift Club will be deemed to have received if an automated reply is sent to your email address acknowledging receipt of your Communication. Do not use email outside of the Website to report an unauthorized transaction from your account or to stop a payment that is scheduled to occur. Email transmissions outside of the Website are not secure, and will not be acted on by The Gift Club.

14.3 Contact Updates. Members must keep e-mail or electronic address current with us. You must notify us immediately of any change in your e-mail or other electronic address. You may change the e-mail address on record for you through the “Settings” page on the Website. Until the Company has received and had a reasonable time to act on any notice of such a change, The Gift Club may continue to send Communications to your previous e-mail address, and any such Communications will be deemed to have been delivered to you, whether or not you actually receive them. If any e-mail notification sent to you at your electronic address of record is returned to The Gift Club as undeliverable and we are unable to obtain a valid e-mail address, you will be deemed to have revoked your consent to electronic delivery.

15. General Provisions

Compliance with Laws.During the term of this Agreement, each Party shall comply with all applicable laws, including but not limited to the relevant Taxations Laws and the Anti Money Laundering (AML) and Anti-Terrorism Finance Laws as shall from time to time govern personal and business organizations transactions in respective jurisdictions of The Gift Club and the Member.

Applicable Law. Notwithstanding anything in this Agreement to the contrary, the laws of the Republic of Ghana shall govern the performance and construction of this Agreement and the interpretation of the Parties’ rights and duties without reference to its conflict of laws principles. Any controversy arising out of or related to this Agreement may be submitted before any of the state courts located in the Republic of Ghana, to whose personal jurisdiction and venue each Party hereby irrevocably submits.

Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, shall be effective unless in writing signed by both Parties

Force Majeure. Except for the obligation to make payments, non performance of either Party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing Party.

Non-assign-ability and Binding Effect. You may not assign this Agreement to any third party without the prior written consent of The Gift Club, and any attempt to do so in violation of the foregoing shall be deemed null, void and of no effect; provided that you shall be free to assign this Agreement in whole to any successor in interest to all or substantially all the assets or business pertaining to the subject matter hereof whether by merger, acquisition or consolidation or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

Legal Expenses. The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.

Authorizations. During the term of this Agreement, you shall, at your own expense, make, obtain, and maintain in force at all times during the Term of this Agreement, all filings, registrations, reports, licenses, permits and authorization from any private or governmental agency which are necessary for you to exercise
your rights and perform your obligations hereunder (“Authorizations”). The Gift Club shall provide you, at your expense, with such assistance as you may reasonably request in making or obtaining any such Authorizations. In the event that the issuance of any Authorization is conditioned upon an amendment or
modification to this Agreement which is unacceptable to The Gift Club, The Gift Club shall have the right to terminate this Agreement immediately effective without notice and without liability or further obligation whatsoever to you.

Independent Contractors. The relationship between the Parties, established by this Agreement, is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the daytoday activities of the other, (ii) constitute the Parties as partners, jointventurers, coowners or otherwise as participants in a joint or common undertaking, or (iii) allow you to create or assume any obligation on behalf of The Gift Club for any purpose whatsoever.

Approvals and Enforce-ability. You hereby represent and warrant that no Authorization or other consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. Additionally,
you further represent that you have the legal authority to bind the corporation or entity on whose behalf you are undertaking this investment.

Changes to These Terms. The Gift Club may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately upon posting them, and apply to all access to and use of the Website thereafter. Should you not agree to the changes, your sole recourse is to immediately discontinue the use of the Website and our services.