Terms of Use

Effective Date: 28 September 2025

1. Agreement to Terms

Welcome to NEBAtoken.com (the "Site"). These Terms of Use (the "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or the "User"), and NEBA TOKEN S.A., a joint stock company incorporated and existing under the laws of the Republic of Panama, Registration No. 155771142, RUC 155771142-2-2025, with registered office at Global Bank Tower, 18th Floor, Suite 1801, 50th Street, Panama City, Republic of Panama ("Company", "we", "us" or "our"), concerning your access to and use of the Site and any related services.

NEBA TOKEN S.A. is the issuer and seller of the NEBA Token, a utility token used within the NEXT BASKET ecosystem, and the owner and operator of this Site. For certain technical, customer-support and payment-processing services, the Company may use local service providers, including NBTrades EOOD, a company registered in Bulgaria, European Union, acting only as service provider or communications mailbox. Such entities do not become a party to these Terms and do not act as issuers or sellers of the NEBA Token.

By accessing or using the Site, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Site and must discontinue use immediately.

2. Eligibility and Restricted Jurisdictions

The Site and our services are intended for Users who are at least 18 years old or the legal age of majority in their jurisdiction. By using the Site, you represent and warrant that:

You meet these age requirements and have the legal capacity and authority to enter into these Terms; and
You are not a citizen, resident, or located in any of the following jurisdictions when accessing the Site for the purpose of buying, receiving or otherwise acquiring NEBA Tokens:

United States of America, Canada, Singapore, Russian Federation, People's Republic of China, Iraq, Democratic People's Republic of Korea (North Korea), Republic of Korea (South Korea), Japan, United Kingdom, Belgium, Portugal, Kuwait, Qatar, United Arab Emirates, or any other jurisdiction in which participation in token offerings or the use of the Site is prohibited by applicable law or sanctions.

You further represent that you are not on any sanctions list administered by the United Nations, the European Union, the United States, the United Kingdom or any other relevant sanctions authority.

If at any time this representation becomes untrue, you must immediately cease using the Site and you must not buy, receive or otherwise acquire NEBA Tokens through the Site.

We reserve the right to implement geo-blocking, IP blocking, KYC/AML checks and other technical or procedural measures to enforce these restrictions.

3. User Accounts and Security

You may be required to register for an account to access certain features of the Site. You agree to provide accurate, current and complete information during the registration process. You are solely responsible for maintaining the confidentiality of your account credentials and accept full responsibility for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with this security obligation.

4. Use of Wallets and Blockchain Transactions

To interact with NEBA Tokens and certain features of the Site, you may be required to connect a compatible blockchain wallet (for example, an Ethereum wallet such as MetaMask or another supported provider).

By using a wallet with the Site, you acknowledge and agree that:

You are solely responsible for safeguarding the private keys, seed phrases and other credentials associated with your wallet. The Company does not have access to your private keys and cannot recover them for you.
Transactions submitted through your wallet are irreversible once confirmed on the blockchain. You bear all risks associated with such transactions, including but not limited to sending tokens to an incorrect address.
The Company does not operate as a custodian of your digital assets and does not store, control or manage your NEBA Tokens or other crypto-assets on your behalf.
The availability and security of your wallet are provided by third parties and are outside of our control. We are not responsible for any acts or omissions of any wallet provider.

5. NEBA Token and Token-Specific Terms

NEBA Token is a utility token used within the NEXT BASKET ecosystem and does not represent equity, shares, debt, securities, profit-sharing rights or any form of ownership or voting rights in NEBA TOKEN S.A., NEXT BASKET or any other entity.

Any acquisition, holding or use of NEBA Tokens is subject to:

these Terms;
the NEBA Token White Paper;
any separate Token Sale Terms / Rules of Sale, as published on the Site; and
any applicable KYC/AML and sanctions screening procedures.

In case of any conflict between these Terms and the Token Sale Terms or White Paper with respect to NEBA Token transactions, the Token Sale Terms and White Paper shall prevail to the extent of the conflict.

Nothing on the Site constitutes or shall be construed as:

investment advice or a recommendation to buy, sell or hold any token;
an offer or solicitation to any person in any jurisdiction where such offer or solicitation is unlawful or where the Company is not authorized to make such an offer.

You are solely responsible for assessing the risks associated with NEBA Token, including the risk of loss of value, and for obtaining your own tax, legal and financial advice.

6. Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. As a User, you agree not to:

use the Site in any way that violates any applicable national or international law or regulation;
use the Site to circumvent or attempt to circumvent any geo-blocking, KYC/AML controls or jurisdictional restrictions;
engage in any automated use of the system, such as using scripts to send requests or using any data-mining, robots or similar data-gathering and extraction tools;
impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity;
use the Site to transmit any "junk mail", "chain letter", "spam" or any other similar solicitation;
interfere with, disrupt or create an undue burden on the Site or the networks or services connected to the Site;
attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.

7. Intellectual Property Rights

The Site and its entire contents, features and functionality (including but not limited to all software, text, graphics, images and video) are owned by the Company, its licensors or other providers of such material and are protected by international copyright, trademark, patent, trade-secret and other intellectual property or proprietary rights laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Site for your personal, non-commercial use only.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any material on the Site, except as expressly permitted by us or by applicable law.

8. Third-Party Links and Services

The Site may contain links to third-party websites, dApps or services (including blockchain explorers, wallet providers, exchanges and other platforms) that are not owned or controlled by the Company. We have no control over, and assume no responsibility for, the content, privacy policies or practices of any third-party websites or services.

You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, products or services available on or through any such websites or services.

9. Disclaimer of Warranties

The Site, including all content and services, is provided on an "as is" and "as available" basis. You agree that your use of the Site and our services will be at your sole risk.

To the fullest extent permitted by applicable law, the Company disclaims all warranties, express or implied, in connection with the Site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties that the Site will be uninterrupted, secure, error-free or free of viruses or other harmful components, or that any defects will be corrected.

Nothing in this section shall exclude or limit any warranty or liability that cannot be excluded or limited under applicable law.

10. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will the Company, its directors, employees or agents be liable to you or any third party for any indirect, consequential, incidental, special or punitive damages, including loss of profit, loss of revenue, loss of data or other similar damages arising from or in connection with your use of (or inability to use) the Site, any content on the Site or any blockchain or wallet you interact with through the Site, even if we have been advised of the possibility of such damages.

To the extent permitted by law, the Company's total aggregate liability for any direct damages arising out of or relating to these Terms or your use of the Site shall not exceed the greater of (a) the amount of fees you have paid to the Company for use of the Site in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred (100) US dollars.

Nothing in these Terms shall exclude or limit any liability that cannot be excluded or limited under applicable law (including liability for fraud or wilful misconduct).

11. Indemnification

You agree to defend, indemnify and hold us harmless, including our subsidiaries, affiliates and all of our respective officers, agents, partners and employees, from and against any loss, damage, liability, claim or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:

your use of the Site or NEBA Tokens in violation of these Terms or applicable law;
your breach of these Terms; or
your violation of the rights of a third party.

We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with such defence.

12. Term and Termination

These Terms of Use shall remain in full force and effect while you use the Site.

We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Site (including blocking certain IP addresses or wallets) to any person for any reason or for no reason, including, without limitation, for breach of any representation, warranty or covenant contained in these Terms or for attempting to access the Site from a restricted jurisdiction.

Upon any termination of your rights under these Terms, your right to use the Site will immediately cease. Termination shall not affect any rights or obligations which by their nature should survive termination (including, without limitation, Sections 8–13).

13. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict-of-law principles.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Panama City, Republic of Panama, and you irrevocably submit to the jurisdiction of such courts.

14. Modifications to Terms

We reserve the right, in our sole discretion, to modify or replace these Terms at any time. We will post the updated Terms on this page and update the "Effective Date" at the top. Changes will become effective when posted on the Site, unless otherwise indicated.

By continuing to access or use our Site after the revised Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Site.

15. Contact Us

To resolve a complaint regarding the Site or to receive further information regarding the use of the Site, you may contact us at:

Email: info@nebatoken.com