Terms & Conditions

These Website Terms of Use and Membership Terms ("Terms") govern access to and use of the website, platform, applications, member areas, communications, content, events, partner benefit pages, and related services made available by Manhattan Private Network Ltd ("Company", "we", "us", or "our").

These Terms also govern any account, membership, digital membership credential, membership tier, loyalty benefit, promotional credit, or similar closed-loop access feature made available by the Company as part of its current Phase 1 membership program.

By accessing the website, creating an account, purchasing or activating a membership, or using any Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

The Services form part of a private digital membership and access program operated by the Company.

The Membership Token, if made available, is a digital membership credential used within the Platform to activate or evidence membership status, tier qualification, access permissions, participation features, loyalty or rewards functionality, and related member benefits made available by the Company from time to time.

The Membership Token may be used within the Platform in connection with tiered membership structures, member participation, rewards mechanics, partner benefits, membership upgrades, premium service access, and other functionality or benefits that the Company may make available under its program rules from time to time. Any such functionality remains subject to these Terms and any applicable rules, notices, or program conditions published by the Company.

The Company does not represent that the Membership Token or any Rewards Credits constitute equity, debt, ownership, profit participation, revenue share, dividend rights, repayment rights, or any proprietary claim against the Company or its assets.

Except to the extent the Company may expressly provide otherwise under separate written documentation and a separate onboarding process, the Membership Token and any Rewards Credits may not be externally transferred, exchange-listed, redeemed for cash, withdrawn to an external wallet, or used outside the Platform.

Any future product, service, or functionality that is separately documented, separately onboarded, or subject to additional eligibility criteria, disclosures, or legal terms will be governed by those separate materials. Nothing in the Phase 1 Services constitutes a commitment or obligation by the Company to launch any such future product, service, or functionality.

You must be at least 18 years old and have legal capacity to enter into a binding contract to use the Services. If you use the Services on behalf of a company, trust, foundation, partnership, or other organisation, you represent and warrant that you have authority to bind that organisation.

You must provide complete, accurate, and current information during registration and keep your details up to date. The Company may refuse any application, impose eligibility criteria, request additional information, or require identity, residency, sanctions, source-of-funds, or other compliance checks before granting or continuing access.

You may not create an account or use the Services if doing so would violate applicable law, sanctions, export controls, or the Company’s geographic or risk restrictions. The Company may restrict access by territory, residency, nationality, payment method, device, IP address, or risk profile.

Subject to these Terms, the Company may make available membership features including account access, member dashboards, community features, educational or informational briefings, webinar access, event access, partner offers, participation features, prize draw access, premium access features, communications, and other digital, network-based, concierge-style, or membership-related services.

Membership features may be structured by reference to membership tiers, token levels, membership duration, qualification thresholds, participation rules, or other program mechanics determined by the Company from time to time.

The Company may also make available partner-platform benefits, network participation features, loyalty or rewards functionality, premium access features, partner-related features, and other membership-related offerings within the Manhattan network or through participating partners, in each case subject to these Terms, any published program rules, any partner terms, and any applicable restrictions or eligibility requirements.

The scope, availability, pricing, duration, qualification criteria, and features of any membership tier, partner benefit, participation feature, or service may change from time to time. The Company does not guarantee that any particular feature, benefit, event, communication, participation feature, partner arrangement, or offering will always be available or remain unchanged.

Some areas of the Services may be free, while others may require a paid membership, a qualifying tier, satisfaction of eligibility criteria, a specified token level, or compliance with other program requirements. The Company may use internal tier names, status labels, or membership categories for administrative, operational, or branding purposes only.

Where the Company uses a digital credential, token, ledger entry, or other internal record to activate or administer membership (the “Membership Token”), that Membership Token represents only the contractual access, participation, and benefit rights expressly described by the Company for the applicable tier, membership term, and program rules.

The Company may designate token thresholds, membership terms, qualification rules, participation criteria, upgrade pathways, loyalty rules, accrual mechanics, or similar internal program requirements for different membership tiers, benefits, or features.

The Membership Token may be acquired, allocated, activated, recorded, or otherwise recognised through the Company’s authorised membership flow solely for use within the Platform and solely in connection with the Company’s membership program. Unless the Company expressly provides otherwise under separate written documentation, no such acquisition, allocation, activation, or recognition gives rise to any right of external transfer, exchange trading, external wallet withdrawal, cash redemption, or external realisation of value.

The Membership Token does not of itself give you any equity, debt, ownership, revenue share, dividend right, governance right, repayment right, redemption right, or claim against the Company’s assets, reserves, treasury, liquidity arrangements, or future issuances.

Where the Company operates a loyalty, participation, or benefits mechanism, any points, credits, reward tokens, units, or internal records used in connection with that mechanism (collectively, “Rewards Credits”) are promotional or programmatic in nature and are intended for use within the Platform only. Rewards Credits are not money, legal tender, stored value, bank credit, or an independently transferable digital asset.

Rewards Credits may accrue, be recorded, be allocated, or otherwise be recognised in accordance with the Company’s published program rules and may be used within the Platform for permitted internal purposes, including benefit redemption, partner offers, premium feature access, prize draw entry, membership-tier upgrades, participation features, access enhancements, or such other internal uses as the Company may permit from time to time.

Rewards Credits have no guaranteed cash value, may expire, may be capped, and may be modified, suspended, recalculated, restricted, or discontinued prospectively by the Company.

Any examples, schedules, rates, accrual mechanics, daily figures, term-based enhancements, loyalty bonuses, qualification thresholds, upgrade illustrations, or similar program descriptions relating to Membership Tokens or Rewards Credits are administrative, illustrative, or promotional mechanics of the membership program only. They do not constitute a promise of financial return, investment performance, asset appreciation, liquidity, or any right to profit.

Except where the Company expressly permits a specific internal administrative action in writing, you must not sell, assign, transfer, trade, exchange, gift, lend, lease, pledge, charge, encumber, syndicate, fractionalise, or otherwise dispose of any Membership Token, Rewards Credits, account rights, tier rights, or membership benefits.

You must not attempt to list, market, circulate, or make the Membership Token or Rewards Credits available on or through any exchange, marketplace, bulletin board, matching service, peer-to-peer channel, social channel, smart-contract venue, third-party platform, or other external venue.

You must not attempt to withdraw, bridge, route, transmit, or make available any Membership Token or Rewards Credits to or through any external wallet, smart contract, bridge, exchange, custodian, or third-party account, and you must not use bots, scripts, automation tools, technical exploits, or other workarounds to bypass the Platform’s restrictions.

For clarity, participation in the Company’s authorised membership flow, including acquisition, allocation, activation, or use of Membership Tokens within the Platform, does not create any right of external transfer, exchange trading, external wallet withdrawal, cash redemption, or external realisation of value unless the Company expressly provides otherwise under separate written documentation.

Any attempted transfer, listing, routing, circulation, use, or dealing in breach of this clause is void as against the Company and may result in suspension, cancellation, reversal, forfeiture of associated benefits, recalculation or cancellation of Rewards Credits, account restriction, and any other remedy available to the Company at law or under these Terms.

Membership fees, service fees, taxes, billing frequency, and any applicable membership-pricing mechanics will be shown at or before checkout, enrolment, activation, renewal, or other relevant point of purchase or participation. Membership pricing may be structured by reference to membership tiers, token levels, membership duration, qualification criteria, loyalty mechanics, or other program features as disclosed by the Company at the relevant time.

You authorise the Company and its payment providers to charge the applicable amounts using your selected payment method.

Where a membership is offered on an automatically renewing basis, that feature must be clearly disclosed before purchase or activation. You may turn off auto-renewal before the next renewal charge takes place through your account settings or by contacting support.

Unless a different refund rule is expressly stated for a specific product, promotion, or membership program, fees are non-refundable once a paid membership term has started, except where:

(a) applicable law requires a refund;

(b) the Company has agreed in writing to a refund; or

(c) the Company permanently discontinues the core paid Service during an unexpired paid term without providing a reasonably equivalent replacement, in which case the Company will provide a pro-rata refund for the unused remainder of that paid term.

Where membership involves token levels, token qualification, or rewards functionality, you acknowledge that payment for membership or participation does not create any right to cash redemption, external transfer, external market value realisation, or repayment of any notional value associated with Membership Tokens or Rewards Credits.

You remain responsible for any chargebacks, reversals, failed payments, taxes, duties, fees, or collection costs arising from your purchase, activation, renewal, or use of the Services. The Company may suspend access while any payment dispute remains unresolved.

The Company may make available partner offers, discounts, competitions, prize draws, campaigns, or other promotional activations. These may be subject to separate rules, eligibility criteria, inventory limits, redemption windows, jurisdictional restrictions, and partner terms.

The Company does not guarantee that any partner will honour any particular offer if the offer has expired, inventory has run out, eligibility conditions are not met, or the partner changes or withdraws the offer.

Any prize draw, competition, or promotion will be subject to applicable law and any separate campaign rules published by the Company.

You must use the Services lawfully, honestly, and only for their intended purpose. You must not misuse, disrupt, or impair the Services or use them in a manner that may expose the Company, its users, or its partners to fraud, security risk, legal risk, reputational damage, or regulatory concern.

Without limitation, you must not:

(a) scrape, data-mine, spider, crawl, benchmark, or harvest any part of the Services;

(b) use the Services or their contents to train or fine-tune any model or automated system without the Company’s express written permission;

(c) probe, scan, reverse engineer, or circumvent any technical or security measure;

(d) upload malware or harmful code;

(e) impersonate another person;

(f) use another user’s account;

(g) copy or redistribute gated materials; or

(h) use the Services for money laundering, sanctions evasion, fraud, or other unlawful conduct.

The Company may monitor use of the Services, investigate suspected breaches, and take any technical, contractual, or legal step it reasonably considers necessary to protect the Services and its users.

The Company may at any time request documents or information to verify your identity, legal status, source of funds, residence, beneficial ownership, authority, or continued eligibility.

The Company may conduct sanctions screening, fraud screening, duplicate-account screening, and other compliance checks directly or through third-party service providers.

If you fail to provide requested information, provide misleading information, become a sanctioned or prohibited person, or otherwise present a legal, financial crime, operational, or reputational risk to the Company, the Company may refuse registration, suspend or terminate access, freeze or reverse pending benefits, decline payments, or take any other action reasonably necessary to manage risk or comply with law.

You are responsible for maintaining the confidentiality and security of your login credentials, devices, authentication methods, and account environment. You must notify the Company promptly if you suspect unauthorised access, compromise, or misuse.

The Company may require multi-factor authentication, password resets, re-verification, or other security steps as a condition of continued access.

Certain materials made available through the Services may be confidential, proprietary, or access-restricted. Unless the Company expressly permits otherwise in writing, you must not copy, forward, record, reproduce, publish, disclose, or use any such material except for your own lawful internal evaluation and personal use in connection with the Services.

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose during your valid membership term. No rights are granted except as expressly stated.

The Services, software, interfaces, content, branding, text, graphics, reports, layouts, member materials, and all related intellectual property are owned by or licensed to the Company and are protected by applicable law.

If you submit ideas, suggestions, feedback, or improvement proposals, you grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence to use them without restriction, compensation, or further approval, provided the Company is not required to identify you when doing so.

You consent to receive notices, disclosures, service messages, receipts, and other communications electronically, including by email, in-platform notice, SMS, or other contact method you have provided.

Where the Company uses clickwrap, checkbox acceptance, electronic signatures, or equivalent electronic confirmation methods, those methods are legally binding to the fullest extent permitted by law.

The Company may change, update, improve, suspend, or discontinue any part of the Services where reasonably required for legal, technical, security, commercial, partner, or operational reasons.

The Services are provided over the internet and may be affected by maintenance, outages, cyber incidents, third-party failures, force majeure events, device incompatibility, or other interruptions. The Company does not guarantee uninterrupted availability.

The Company may take emergency action without prior notice where reasonably necessary to protect users, partners, systems, data, or legal compliance, including suspending accounts, disabling features, rotating credentials, freezing promotions, or limiting access.

The Services may integrate with or refer to third-party service providers, payment processors, event hosts, communication tools, merchant partners, content providers, analytics tools, or other external services. The Company is not responsible for the acts, omissions, availability, terms, privacy practices, or security of those third parties.

Your use of third-party services may be subject to separate third-party terms. The Company does not guarantee that any third-party service will continue to support the Services.

Nothing in the Services constitutes legal, tax, accounting, financial, investment, or other professional advice. You are solely responsible for your own decisions and for obtaining independent advice where appropriate.

Nothing in the Phase 1 Services should be construed as an offer of securities, an invitation to invest, a financial promotion, a prospectus, a product disclosure statement, a recommendation, a solicitation, or any other regulated offering or service in any jurisdiction.

The existence of membership tiers, token levels, internal token recognition, rewards functionality, partner benefits, participation features, premium access features, or other program mechanics within the Platform does not of itself change the status of the Phase 1 Services as a membership and access program governed by these Terms.

If the Company later provides access to any separate product, offering, service, functionality, or arrangement under separate onboarding and separate documentation, those separate materials will govern that product, offering, service, functionality, or arrangement and will prevail over these Terms to the extent of any inconsistency.

No user should interpret any membership feature, token level, token allocation, reward mechanism, tier structure, participation feature, partner benefit, loyalty illustration, daily figure, or other internal program description as a promise of profit, investment return, liquidity, or external value realisation.

To the fullest extent permitted by law, the Services, Membership Token, Rewards Credits, partner offers, content, and all related materials are provided on an "as is" and "as available" basis.

The Company disclaims all implied warranties, conditions, and representations, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, uninterrupted use, and freedom from harmful code. The Company does not warrant that any feature, reward schedule, promotion, or partner arrangement will continue unchanged.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct where non-excludable, or death or personal injury caused by negligence where applicable law does not permit exclusion.

Subject to the paragraph above, the Company will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential loss, or for any loss of profit, revenue, goodwill, reputation, opportunity, anticipated savings, data, or use, even if advised of the possibility of such loss.

Subject to the first paragraph of this clause, the Company’s aggregate liability arising out of or in connection with the Services or these Terms will not exceed the greater of:

(a) the total amount paid by you to the Company for the relevant paid Services in the 12 months immediately preceding the event giving rise to the claim; and

(b) USD 100 or its Seychelles Rupee equivalent.

You will indemnify and hold harmless the Company, its affiliates, directors, officers, employees, contractors, and agents from and against losses, liabilities, costs, claims, damages, and expenses, including reasonable legal fees, arising out of or connected with:

(a) your breach of these Terms;

(b) your misuse of the Services;

(c) your violation of law or third-party rights; or

(d) any false, misleading, or incomplete information supplied by you.

The Company may suspend, restrict, or terminate your access immediately if it reasonably believes that:

(a) you have breached these Terms;

(b) your account presents fraud, sanctions, security, legal, operational, or reputational risk;

(c) the Company is required to do so by law, court order, regulator, payment provider, or other competent authority; or

(d) continued provision of the Services is no longer commercially or operationally viable.

You may stop using the Services and cancel any non-renewing membership at any time. If you cancel a recurring membership, the cancellation will apply to the next renewal unless the Company expressly agrees otherwise.

On termination or expiry, your right to access member areas and use the Membership Token or Rewards Credits ceases immediately unless the Company expressly states otherwise. The Company may retain data for legitimate business, security, legal, compliance, and record-keeping purposes in accordance with the Privacy Notice and applicable law.

Complaints may be submitted to concierge@manhattanprivatecredit.com or through our Contact Us web form.

The Company will acknowledge complaints in writing within 2 business days where reasonably practicable and aims to provide a substantive response within 21 business days, unless the matter is unusually complex and a longer period is reasonably required.

The Company will maintain a complaints process and internal complaints record. Where applicable law requires a shorter timeframe or additional complaint rights, the Company will comply with those requirements.

The Company’s Privacy Notice and Cookie Notice explain how personal data and device information are collected, used, stored, shared, and protected. Those notices form part of these Terms.

You should review the Privacy Notice and Cookie Notice carefully before using the Services.

The Company may update these Terms from time to time. If a change is material, the Company will use reasonable efforts to give advance notice, such as by email or in-platform message, before the updated Terms take effect, except where immediate changes are required for law, security, fraud prevention, or urgent operational reasons.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.

These Terms, together with any order form, checkout page, specific campaign rules, Privacy Notice, Cookie Notice, and any other documents expressly incorporated by reference, constitute the entire agreement between you and the Company in relation to the Phase 1 Services.

If any provision is held to be invalid, illegal, or unenforceable, the remainder of the Terms will remain in full force and effect.

The Company’s failure to enforce any provision is not a waiver. You may not assign or transfer your rights or obligations under these Terms without the Company’s prior written consent. The Company may assign these Terms as part of a corporate reorganisation, merger, sale, financing, outsourcing arrangement, or transfer of business, provided that such assignment does not materially reduce your rights.

These Terms are drafted in English. If translated, the English version prevails to the extent permitted by law.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Seychelles, unless mandatory law in your place of residence requires otherwise.

The courts of Seychelles shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms, subject to any mandatory consumer-rights law that applies and cannot be excluded.