About these terms

Platform for Online Commerce and Services (herein referred to as “POLC”) is a transactional system, method, platform and application where members who join the platform are digitized in the form of an “iRobot”. Each iRobot contains Personal Identifiable Information (PII) of the individual and is the mechanism through which a member is represented and can transact on the POLC platform. The POLC platform provides its members with the opportunity to commercialize themselves on a digital stock marketplace.  Each member can purchase digital certificates in another commercialized or talented individual. By registering on the POLC platform, you have given POLC informed consent to agree and be bound to these Terms and Conditions and any terms and conditions incorporated herein by reference (Collectively referred to as “Terms”).

By using our transactional system, methods, platform, application and associated services or any part of it, you are confirming that you understand and agree to be bound by all of these terms and the other documents incorporated herein by reference (collectively herein referred to as “Terms”).

Our Terms contains a provision for dispute resolution which is arbitration.  By using the platform or any part of it, you understand and agree to be bound by the arbitration provision and agree that this will be the only option available to you.

Any purchase or sale you make, accept or facilitate on the POLC platform will be entirely at your own risk. We do not control or endorse purchases or sales on or outside of the POLC platform. We expressly deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, on or outside of the POLC platform.

POLC makes use of digital e-commerce platforms to facilitate transactions, and the user will be liable for any transactional fees required or paid.

By using POLC, you affirm that you are aware that acquiring digital certificates on POLC includes objects of play, as a digital collectible that enables proximity and social interaction, and as a means of supporting a talented individual, as well as for investment or speculative purposes.

You affirm that you are above the legal age as required by the laws of the country in which you are domiciled to enter into these Terms, and you accept and are bound by these Terms. You affirm that if you are using this Platform on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms. Should you be below the legal age as required in the country in which you are domiciled you are required to obtain permission and consent from your parent(s) or legally appointed guardian.

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

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

About us

The Platform is made available by Sportbot Europe Limited or any subsidiary company, an exempt limited company duly incorporated in the United Kingdom (referred to "us", "we","our" or similar expressions) with the following further details:

Physical registered address:

Sportbot Europe Ltd - 311A Park Lane, Poynton, Stockport, Cheshire, SK12 1RJ, United Kingdom

Email address: sbi n f o at polcglobal.com. (Spaces are deliberately used in the first word).

Definitions

In these Terms, the following terms, shall have the meanings assigned below:

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

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

“AML” means Anti-Money Laundering checks are a set of procedures that companies perform to prevent financial crimes such as money laundering, terrorist financing, and other illegal activities. The primary aim of AML checks is to help prevent companies from directly or indirectly getting involved in criminal activity. AML checks are a part of customer due diligence, which is a process of verifying the identity of individuals or entities to prevent money laundering and other financial crimes. Companies are required to comply with AML regulations, which can range from KYC to real-time screening.  By accepting these terms and conditions you agree that POLC or Sportbot may perform regular AML checks on you.

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

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

“Bullies” means individuals who have engaged in harmful behaviour, intimidation, or coercion towards others.

"Business Day" means any day which is not a Saturday, Sunday, or official public holiday in the United Kingdom.

“Company” means Sportbot Europe Limited, or any subsidiary company collectively referred to as the POLC Group of Companies.

"Corruption" means to any offence committed in terms of Anti-Corruption Legislation.

"Confidential Information" means the confidential or proprietary information of POLC and its Affiliates, including:

• the Intellectual Property of POLC and its Affiliates and licensors;
• information that relates to the business of POLC which information is not readily available in the ordinary course of business to a current or potential competitor of POLC or any of its Affiliates.

"Event of Default" means if :

• your User Account has been suspended more than once;
• you breach any provision of these Terms or Privacy policy; or
• you breach a material term or warranty set out in these Terms that is not capable of remedy; or
• you fail to prevent an Insolvency Event from occurring; or
• you repudiate these Terms by acting in a manner that reasonably evidences a general lack of capacity or intent not to comply with these Terms.

“Global User ID” means a temporary or permanent identity to transact on the POLC or subsidiary platforms in order to adhere to data privacy laws. The Global User ID can also take the form of a QR code.

“High Availability” means at POLC it is key for us to ensure that all our systems remain on and available to all our members 24 x 7 x 365.   With High Availability comes enormous costs, however we will do our utmost best to keep all systems switched on.

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

• all current and future intellectual property and proprietary rights, howsoever arising in any jurisdiction worldwide, whether registered or not, discovered solely or in collaboration with others, irrespective of stage of development, including (without limitation) the following rights and rights similar thereto: patents, industrial designs, design rights, topography rights, registered and unregistered trademarks, service marks, goodwill, copyright, domain names, defensive names, know-how, trade secrets,  confidential information, plant breeders' rights, performer's rights and in respect of all of the aforegoing, any applications (or entitlement to make application) for the protection or registration of the aforesaid rights and all renewals and extensions thereof throughout the world (to the extent possible);
• all current and future embodiments of the aforegoing rights, physical or otherwise, including (without limitation) inventions, discoveries, analyses, models, topographies, trade names, business names, trade dress, trademarks, logos, emblems, get-ups, works, records, schematics, formulas, test, manuals, documentation, layouts, content, compilations, images, processes, methods, customer lists, supplier lists, business and marketing information, specifications, software, systems, software code(source and object), configurations, information in databases and database schemas; and
• adaptations, improvements and derivatives of any of the aforegoing.

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

• the giving of any notice to one or more creditors that the entity cannot pay its debts or any attempt to make an arrangement with any of its creditors for a release from its debts or part thereof;
• the removal of any of its property with the intent to prejudice creditors or to prefer one creditor above another; and
• the disposition of any of its property which has or would have the effect of prejudicing its creditors or of preferring one creditor above another.

“KYC” or Know Your Customer means a process that financial companies use to verify the identity of their customers and assess and monitor customer risk. KYC ensures that a customer is who they say they are. The process involves verifying the identity of individuals or entities, their business requirements, and how their specific business operates.  As a company, we may perform KYC checks on individuals and business entities to comply with regulations and to prevent financial crimes such as money laundering, terrorist financing, and other illegal activities. By accepting these terms and conditions you agree that POLC or Sportbot may perform regular KYC checks on you.

"Money Laundering" means any offense created in terms of Anti-Money Laundering Legislation.

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

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

“PII” means the abbreviated term for Personal Identifiable Information which is used in Data Privacy Laws globally;

“Platform” means the electronic share trading software created by POLC;

“POLC” means the Platform for Online Commerce or Platform for Online Commerce and Services;

“POLC Module” means any digital marketplace or instance of POLC where POLC members can transact. Sportbot is a module of POLC. “Artistbot”, “Foodbot”, “Gigabot”, “POLC Community Lift Club” are examples of future modules of POLC. All POLC modules are integrated into each other on a global level. Once a member has been accepted on the POLC platform, it may use or transact on one or more POLC modules;

"Privacy Laws" means all applicable privacy legislation that may apply to information processed under or in terms of these Terms such as the GDPR in Europe;

“Sportbot Company” means a subsidiary company of the POLC Group of Companies;

Sportbot Marketplace means a POLC digital stock marketplace focused on sport where Sportbot Certicates can be bought or sold;

“Sportbot Profile” means Personal Identifiable information of a POLC member which consists of images, videos, text, opinions and other data assets or media of a listed POLC member which is published and made available to its shareholders;

“Sportbot Certificates” means digital certificates related to a commercialized or listed member on the POLC platform;

“Trust Sponsor” means a registered POLC member or an Associate Company who or which introduces one or more members onto the POLC platform. Provided these members have not already joined the platform, the Trust Sponsor or Associate is permanently linked and bonded to the new member it introduces to POLC.  The Trust Sponsor or Associate permanently benefits financially from every transaction this new member performs on POLC.

“Trust Rating” means the Trust rating of a POLC member which is primarily based on the number and type of transactions a POLC member performed on the POLC platform. A Trust Rating is requested after each transaction between two POLC members on the POLC platform to indicate their satisfaction levels with each other. The higher the comparative Trust Rating of a POLC member, the better the experience and trust level of a member's historic transactions, indicating a higher likelihood of successful and satisfactory interactions.  All POLC Members start with a default rating of 3.5 from a possible 7.

"User Account" refers to your personalized and distinctive account, created for exclusive use with the Platform, allowing you to access and utilise its features and services.

“VWAP” means Volume Weighted Average Price.  Within the Sportbot platform, a rolling Volume-Weighted Average Price (VWAP) is calculated based on the last 10% of Sportbot Certificates sold. This VWAP is used to determine the current market price of an Ambassador's Certificates. In other words, the system looks at the prices of the most recent 10% of Certificate sales and uses that data to calculate a weighted average price, which is then used as the market price for the Ambassador's Certificates.

Interpretation

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

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

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

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

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

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

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

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

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

Notices and address for service

Each Party hereby chooses as its address for service and receipt of notices (i.e. domicilia citandi et executandi) for purposes under these Terms, whether in respect of judiciary process or otherwise, that Party’s nominated mobile number or email address (hereafter each a "Notice Address"), which in our case shall be details set out in clause 2 and your case the prevailing details as configured in your User Account.  Accordingly, in so far as these Terms may prescribe notice periods for the giving of notices, such notice periods shall be complied with upon the giving of notices in compliance with the terms of this clause 5.

Any notice served on a Notice Address shall be deemed to have been delivered on formal acknowledgement thereof.

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

The provisions of this clause 5 do not preclude a serving Party from otherwise proving that a notice was in fact duly received by a receiving Party.

Use of Platform

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

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

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

• engage in any unlawful or illegal activity (including, without limitation, money laundering);
• disrupt, impair or overburden our network or operations;
• circumvent, disable or otherwise interfere (or attempt to interfere) with any features or functionality of the Platform or restrictions imposed on you by these Terms;
• reverse-engineer, decompile or reverse-assemble the Platform;
• use any other person's User Account, impersonate any other user or log in to POLC with false information; and
• index, pre-fetch, cache or otherwise store, whether offline or online, any data obtained through the Platform;
• be involved in the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable content;
• be involved in the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual property rights of any member of the POLC platform or any related party;
• interfere with other users’ enjoyment of the Platform;
• exploit the Platform for any unauthorized commercial purpose;
• be involved in displaying any content of the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
• be involved in abusing, harassing or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instruction of our employees, or publicly disparaging us by implying favouritism by our employees or otherwise; or
• be involved in creating user accounts by automated means or under false or fraudulent pretences;
• be involved in the impersonation of another person whether by e-mail or otherwise;
• be involved in the using, employing, creating or operating of a computer or self-generated program to simulate human behaviour of a user for any purpose whatsoever (including for the purpose of purchasing and/or selling Digital Certificates);
• be involved in the acquiring of Digital certificates by illegal means, including but not limited to, purchasing Digital certificates by means of a stolen credit card, or making use of a payment mechanism without the requisite authority to operate such mechanism.

If you engage in any of the activities prohibited in terms of clause 5 of these terms, we may, at our sole discretion, without notice or liability to you and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account. If we delete your account, such deletion will not affect your ownership rights in any Digital certificates that you already own, but you will not receive a refund of any amounts you paid for those Digital certificates. If we reasonably believe that you are engaged in any of the prohibited activities listed herein, we reserve the right to void any transaction that was made as a result of such activity, and/or immediately confiscate any Digital certificates that were derived as a result of such activities.

Virtual marketplace and Investments

POLC is a virtual share index that allow members with a valid User Account approved and registered on the POLC platform and that remain in good standing to trade a limited number of virtual, digital tokens (called "Digital Certificates") related to their favourite digitised sports star, which may be traded on our virtual marketplace between willing buyers and sellers at the prevailing market price.

Market price calculation is done at the sole discretion of POLC and is primarily based on the rolling Volume Weighted Average Price (VWAP) of the last 10% of total number of Sportbot Certificates sold as explained within the defintions section earlier. When a new member is first listed on the platform, their Sportbot Digital Certificate is assigned an initial price of P 1.00, which is equivalent to USD 1.00. This is the starting point for all newly listed members, and the price may fluctuate over time based on market activity.  We initially determine a  listed member’s position on the global ranking list by calculating how fast it sells its first 10% of Sportbot Certificates on the Marketplace as well as the average value at which Secondary Sportbot Certificates are traded in the market place.

Our prevailing marketplace transaction fees are as follows:

• 10% fee of all NEW digital certificates or “PRIMARY” certificates offered for subscription of any and all listed members. A significant portion of this fee is paid to Trust Sponsors who benefit financially from onboarding Members onto the POLC – Sportbot platform. 90% of the value of Primary Sportbot Certificates sold goes to the player or athlete. From this point forward the buyer of these Sportbot Certificates can trade these certificates in the secondary marketplace.
• 6% fee of any and all transactions performed on POLC for Secondary Sportbot Certificates. Up to 4% of the 6% is paid to Trust Sponsors and Members as Referral Fee Commissions.  This ensures that our products will remain relevant and can go viral in the medium to long term.  This fee is critical to ensure the platform remains sustainable over the long term.

POLC members are liable for any Capital Gains Tax, Value Added Tax or General Sales Tax or any other tax payable as required by tax laws in which the POLC member is domiciled.

Additional fees may be recovered to recover the direct cost of payment service providers, banks for banking and exchange fees or other service providers required per POLC module.

POLC Token Value

The founders of POLC-Sportbot has chosen the United States Dollar as the core underlying currency which is widely regarded as the most powerful currency due to its extensive global trading.  Therefore POLC Token 1.00 = USD 1.00.  In future POLC Tokens will be offered in other currencies such as Pound, Euro, Yen etc. which is considered to be stable currencies.

·        POLC-Deposits

The POLC platform will accept deposits into a Member’s POLC Sportbot account through accepted debit cards and credit cards.   Where a debit card is not accepted please use a credit card.

·        POLC-Withdrawals within South Africa

Funds can be withdrawn at anytime into a Members' bank account on record or on the decision to withdraw funds for the first time .  For a withdrawal, your bank account details need to be provided to us which you may elect to be kept in a secure manner on our system for future use.  Withdrawals can take anything from 24 hours to 72 hours especially on weekends and banking holidays.

·        POLC-Withdrawals outside of South Africa

While we are working hard to integrate with other global Payment Service Providers, Banks and Payment Aggregators we have selected PayPal as one of our current withdrawal mechanism for Sportbot.   Members outside of South Africa are asked to open a PayPal account to ensure they can withdraw their funds. Sportbot Europe Ltd has a bank account with Revolut in the United Kingdom from where payments in Europe can also be made. 

Consumer Protection legislation

It is our intention to comply with applicable consumer protection laws. This includes all data privacy legislation, including but not limited to GDPR (Europe),  POPIA and the like. Sportbot Europe Limited’s fund raise has also been registered with the USA Securities Exchange Commission.

Account privacy

You agree to keep the login details to your User Account strictly confidential and not to share them with anyone and understand that it is your sole responsibility to do so.

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

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

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

Data privacy

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

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

• comply with the requirements of applicable Privacy Laws and the requirements for the lawful processing of Personal Information to the extent applicable to you or the information that you post on the Privacy Laws; and
• upon request, promptly provide reason able evidence of your compliance with applicable Privacy Laws to the extent set out immediately above.
• give irrevocable consent for the collection and processing of your Personal Information.

Confidentiality

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

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

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

Intellectual property

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

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

You understand, acknowledge and agree that by transacting on the POLC Platform, you authorise and grant the Company the perpetual right to use such Intellectual Property rights as contained therein. You agree that such license shall be royalty free, sublicensable, fully paid-up and transferable. This includes irrevocable consent.

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

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

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

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

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

POLC Registration Process and Listed Ambassadors

Whether you’re an aspiring athlete, a passionate fan, or an investor, Sportbot offers exciting opportunities to engage with sports talent globally.