Terms
of Use
LAST UPDATED: DECEMBER 11, 2024
These terms of use (these "Terms" or this "Agreement") govern your
access to and use of www.lingocoin.io
("Site") and constitute a legally binding agreement between us and you, any entity
you represent, or any individual accessing or using the Site (each a "User", "you"
or "your"). Each of Blockstar Holdings Ltd ("Lingo", "we" or "us") and you is a
"Party" and collectively the "Parties".
1.
AGREEMENT TO THESE TERMS
- Please read these Terms carefully before using the Site. By
accessing or using the Site in any manner, you:
- accept and agree to these Terms and any amendment to these Terms
that may be made by us from time to time;
- consent to the collection, use, disclosure and other handling of
information as set forth in our Privacy
Policy, provided that for the purpose of these Terms,
references to “Blockstar Holdings Ltd" in the Privacy Policy shall
refer to us; and
- accept and agree to any Anti-Money Laundering and Counter-Terrorist
Financing and Know-Your-Client Policy ("AML/KYC Policy") and any
other mandatory policies notified to you from time to time (the
Privacy Policy, AML/KYC Policy and any other mandatory policies are
each a "Policy") and any amendment thereto that may be made by us
from time to time.
- IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE
SITE.
- When you use the Site, you may also be using the services of one or more
third parties, your use of any third-party services will be subject to the
privacy policies, terms of use and similar policies and terms, and fees (if
any) of the relevant third party service providers.
2.
ELIGIBILITY TO ACCESS OR USE THE SITE
By accessing or using the Site, you further represent and warrant
to us that:
- You are at least 18 years old or have attained such age of age of majority
and contractual capacity in your jurisdiction of residence;
- You have read carefully in full these Terms and our Policies (to the extent
applicable) to which you consent; additionally, you also confirm that you
have performed reasonable due diligence with regard to us, the Site, and
that you have, if and to extent you deem necessary, sought independent
financial and/or legal advice;
- If you are entering into this Agreement on behalf of any entity, you have
the legal authority to do so and bind such entity to these Terms; and
- You, your entity or financial institution, or any party that owns or
controls you, your entity or financial institutions, are (i) not subject to
any embargo, sanctions or otherwise included on any list of designated
prohibited or restricted parties, including but not limited to the lists
maintained by the United Nations Security Council, the United States
Government (i.e., the Specially Designated Nationals List, Foreign
Sanctions Evaders List of the United States Department of Treasury, Entity
List, Denied Persons List and Unverified List of the United States
Department of Commerce), the United Kingdom Government (i.e., HM Treasury’s
financial sanctions regime), the European Union or any of its Member
States, or other applicable government authority and (ii) not located in
any country subject to any comprehensive sanctions program implemented by
the United States Government.
You undertake to us that you will do all things reasonably
necessary to ensure continuing compliance with this Section 2, such that each
of the representations and warranties made shall continue to be true.
If at any time Blockstar Holdings Ltd becomes aware that you
misrepresented, or breached any warranty or undertaking, given in this
Agreement, Blockstar Holdings Ltd may in its sole discretion deny you access to
all or part of the Site.
3.
AMENDMENT TO THESE TERMS
- We reserve the right to amend or modify these Terms or any Policy at our
sole discretion at any time by publishing such amended or modified Terms on
the Site. Any and all modifications or changes will become effective upon
publication and you agree and acknowledge that we will not explicitly
notify you about any possible amendments and modifications and it is your
responsibility to check these Terms and any Policy periodically for
changes. Your continued use of the Site following the publication of any
changes to these Terms and any Policy will mean that you accept and agree
to such changes.
4.
INTERPRETATION
4.1 The following terms shall have, for the purposes of this
Agreement, the following meaning:
- "AML" means Anti Money Laundering clause, which refers to the laws,
regulations and procedures intended to prevent individuals from disguising
illegally obtained funds as legitimate income;
- "AML/KYC Policy" shall have the meaning as set out in Section 1.1(c) of
these Terms;
- "Claims" shall have the meaning as set out in Section 14.1 of these Terms;
- "Confidential Information" means information, technical data or know-how,
including, but not limited to, information relating to business and product
or service plans, financial projections, customer lists, business
forecasts, sales and merchandising, human resources, patents, patent
applications, computer object or source code, research, inventions,
processes, designs, drawings, engineering, marketing or finance to be
confidential or proprietary or information which would, under the
circumstances, appear to a reasonable person to be confidential or
proprietary;
- "Content" shall have the meaning as set out in Section 9.1 of these Terms;
- "Indemnified Parties" shall have the meaning as set out in Section 14.1 of
these Terms;"Indemnified Parties" shall have the meaning as set out in
Section 14.1 of these Terms;
- "Intellectual Property Rights" mean any copyrights, designs, patents,
rights to inventions, rights in confidential information, know-how, trade
secrets, trademarks, trade names, database rights, chip topography rights,
mask works, utility models, domain names, source codes, rights in designs,
rights in computer software, rights in the websites or mobile applications
and all similar rights of whatever nature and in whatever form and, in such
case (a) whether registered or not, (b) including any applications to
protect or register such rights, (c) including all renewals and extensions
of such rights or applications, (d) whether vested, contingent or future
and wherever existing;
- "KYC" means Know Your Customer standards, which are designed to protect
including, but not limited to, financial institutions against fraud,
corruption, money laundering and terrorist financing, as institutions have
the obligations to verify customer’s identity;
- "KYC/AML Regulations’’ shall have the meaning as set out in Section 7.1 of
these Terms;
- "Policy" shall have the meaning as set out in Section 1.1(c) of these
Terms;
- "Privacy Policy" shall have the meaning as set out in Section 1.1(b) of
these Terms;
- "Site" shall have the meaning as set out in the first paragraph of these
Terms;
- "Terms" or this "Agreement" shall have the meaning as set out in the second
paragraph of these Terms; and
- "User", "you" or "your" shall have the meaning as set out in the second
paragraph of these Terms.
4.2 Any capitalized terms or expressions not defined in this
Section 4 shall have the meanings otherwise ascribed to them in these Terms
4.3 Wherever a singular expression is used in these Terms, that
expression is considered as including the plural or the body corporate where
required by the context.
5.
Use of Crypto Wallet
5.1 Connecting Your Crypto Wallet. To access full functionality of
the Site, you must connect a supported cryptocurrency wallet ("Wallet"). We
reserve the right to limit access to certain Wallets or require specific Wallet
features.
5.2 Wallet Security:
- You are solely responsible for maintaining the security of your Wallet,
including private keys, seed phrases, passwords, and any authentication
mechanisms associated with it (collectively, your "Wallet Credentials").
Loss or compromise of Wallet Credentials may lead to unauthorized access to
your Wallet and the potential loss of digital assets, tokens, or funds. We
do not have access to your Wallet Credentials and cannot assist in their
recovery.
- You must ensure your Wallet Credentials are kept private and secure. If you
suspect unauthorized access or compromise of your Wallet, notify us
immediately. However, we are not responsible for any unauthorized
transactions, including those resulting from phishing, hacking, or other
criminal activity.
5.3 Responsibility for Wallet Activities. You are solely
responsible for all transactions and activities conducted through your
connected Wallet, whether or not authorized by you
5.4 Keeping Wallet Connection Information Up-to-Date. Ensure your
Wallet connection remains current and functional to receive notifications or
updates relevant to your use of the Site. We are not liable for losses due to
outdated Wallet configurations or failure to act on any notifications we
provide.
5.5 Verification of Wallet and Transactions. Depending on
applicable laws and regulations, your use of the Site may be subject to
verification requirements. You agree to provide any information requested for
identity verification, Know Your Customer (KYC) compliance, or anti-money
laundering (AML) checks. Failure to comply may result in restricted access or
termination of use.
5.6 Additional Information. You agree to provide any additional
documents or details required by regulatory authorities or for compliance with
laws, including AML and counter-terrorism financing regulations.
5.7 Suspension or Termination of Wallet Access. We may restrict,
suspend, or terminate your use of the Site or connected Wallet if we determine,
at our sole discretion, that your activities violate these Terms, applicable
laws, or are otherwise inappropriate.
6.
Purpose and Usage of Tokens
6.1 The Lingo Token is a utility token and is to be used for
accessing certain services to be offered via a dedicated website and/or mobile
application (the “Interface”) to be developed and made available to the public
by the Company (the “Project”).
6.2 The main anticipated features to be attached to the Tokens are
to allow their holders to benefit from:
- discounts on holiday stays in villas, boutique and resort
hotels and/or other properties owned by the Company or its affiliates;
- access to certain events (conferences) or services (e.g.,
access to SPA, swimming pool, gym) offered by such properties owned by the
Company or its affiliates;
- access to reward raffles.
- airdrop of Tokens.
- They are not securities, currency, or investments and offer no ownership
rights in the Company.
6.3 For the avoidance of doubts, in no circumstances will the
Tokens grant to its holders:
- any property right, direct or indirect, on any real estate,
including those to be purchased by the Company or its affiliates or already
in the Company’s or affiliates’ portfolio;
- any revenue right, similar to dividends, linked directly or
indirectly to the yield generated by the real estate investment made by the
Company or its affiliates or already in the Company’s or affiliates’
portfolio.
6.5 The Project is described in the Company’s non-contractual
[“litepaper”] accessible at [bento.me/lingo]), as amended from time to time.
6.6 By purchasing or owning the Tokens, you agree to be bound by
these Terms, under which:
- the Tokens possess no rights, uses, or attributes other than
those explicitly stated herein. Be aware that owning Tokens involves
multiple risks, including the potential loss of all invested amounts;
- the Interface is in an early stage of development and may
undergo significant changes over time;
- the Tokens are non-refundable and cannot be cancelled or
exchanged for cash (or its equivalent value in any other virtual currency)
and do not incur any payment obligation from the Company;
- the Tokens do not grant any voting rights, ownership rights,
or other interest of any form in relation to the Company or its assets and
any associated company or service provider;
- The Tokens do not confer any rights to participate in, or lay
claim to, any aspect of the Company's operations or assets. This includes,
but is not limited to, future revenue, dividends, shares, ownership, or
equity stakes; nor do they grant voting rights, rights to distributions,
redemptions, liquidation benefits, or proprietary rights, including
intellectual property. Additionally, Token holders are not entitled to
access the Company’s financial statements or data, nor do they have the
right to participate in shareholder meetings, nominate directors, or
possess any financial, legal, or intellectual property rights. In summary,
the Tokens do not offer any form of participation or entitlement related to
the Company's success or activities;
- The Tokens are not intended to be a representation of
currency or money (whether fiat or virtual or any form of electronic money),
security, commodity, bond, debt instrument, unit in a collective investment
scheme or any other kind of financial instrument or investment;
- The Tokens are not intended to represent any rights under a
contract for differences or under any other contract the purpose or
pretended purpose of which is to secure a profit or avoid a loss;
- The Tokens are not a loan to the Company and is not intended
to represent a debt owed by the Company, and there shall be no expectation
of profit or interest income arising in connection therewith;
- The Tokens are not intended to constitute a financial
derivative, commercial paper, speculative investment or negotiable
instrument, digital currency, security, investment contract, commodity
interest or underlying for a derivative transaction or a unit of an
Alternative Investment Fund or any financial instrument and therefore the
existing financial market rules, in particular Directive EU 2014/65 (MIFID
II) and the Prospectus Regulation EU 2017/1229, do not apply;
- The Tokens are not intended to constitute electronic money
pursuant to the Directive 2009/110 EU (EMD 2) and/or any local laws and
regulations;
- The Tokens do not result in any mutual covenants, or
agreement to rights and obligations, being entered into between You and
other holders of Lingo Tokens; and
- The Tokens shall be subject to limitations and conditions
contemplated in these Terms.
6.7 Lingo Tokens do not have any tangible or physical
manifestation, and do not have any intrinsic value (nor does the Company or any
other person make any representation or give any commitment as to its value).
6.8 YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS UNDER NO
OBLIGATION TO ISSUE REPLACEMENT LINGO TOKENS IN THE EVENT ANY LINGO TOKENS OR
PRIVATE KEY IS LOST, STOLEN, MALFUNCTIONING, DESTROYED OR OTHERWISE
INACCESSIBLE OR UNUSABLE FOR ANY REASON.
7.
AML and KYC Compliance
7.1 Compliance with KYC/AML Regulations. Pursuant to the economic
sanctions’ programs administered in the jurisdictions where we conduct
business, we may be prohibited from providing access to the Site or entering
into relationships with certain individuals and entities. We are therefore
obliged to comply with applicable KYC requirements and AML laws and regulations
(together, "KYC/AML Regulations’’) on any Users. You may not be able to make
any transactions using our Site unless you comply with all our established KYC
and AML procedures, requirements and Policies to our satisfaction.
7.2 Verification of documents. Any documents submitted by you must
be verified prior to opening of an Account. Verification of identity will
require multi-factor authentication, layered security and other controls to
ensure a meaningful User identity confirmation process based on accumulated
reward size, among other factors.
8.
WEBSITE ACCURACY, THIRD PARTY MATERIALS AND USE OF THE SITE
8.1 Website Accuracy. Although we intend to provide accurate and
timely information on the Site, the Site may not always be entirely accurate,
complete or current and may also include technical inaccuracies or
typographical errors. In an effort to continue to provide you with as complete
and accurate information as possible, information may be changed or updated
from time to time without notice, including without limitation information
regarding our Policies, products. Accordingly, you should verify all
information before relying on it, and all decisions based on information
contained on the Site are your sole responsibility and we shall have no
liability for such decisions. You especially acknowledge, understand and agree
that we do not assume any liability and shall not be liable for any loss or
damage arising out of or in connection with any trading or transfer decision,
made based on any information available on the Site.
8.2 Third-Party Materials. From time to time, the Site may contain
references or links to third-party materials (including, without limitation,
websites) and third-party applications which are not controlled by us. Such
information, links, and third-party applications are provided as a convenience
to you. Such links should not be considered endorsements and such reference
does not imply our recommendation, approval, affiliation, or sponsorship of
that respective property, product, service, or process. You acknowledge and
agree that we are not responsible for any aspect of the information, content,
or services contained in any third-party materials or on any third-party sites
accessible or linked to the Site, including without limitation content,
property, goods or services available on the linked sites or services.
8.3 Prohibited Use. In connection with your use of the Site, and
your interactions with other Users, and third parties you agree and represent,
you will not violate any law, contract, intellectual property or other
third-party right, will not engage in any illegal, unauthorized, or improper
activity. You agree that you will abide by these Terms and prohibition to not
use the Site for including, but not limited to, production or dissemination of
any pornographic or inappropriate material, racist content or financing of
illicit activities, or any other use that would contradict or violate our
Policies. We reserve the right at all times to monitor, review, retain and/or
disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request. We reserve the right to
cancel and/or suspend your Account immediately and without notice if we
determine, in our sole discretion after the consideration of the situation as a
whole, that your Account is associated with prohibited use and/or a prohibited
business.
8.4 You shall not:
- use the Site to conduct any fraudulent, immoral or illegal
activities or unauthorized purpose, or engage in, encourage or promote any
activity that violates these Terms or applicable laws and regulations,
including but not limited to money laundering, terrorist financing or
deliberately engaging in activities designed to adversely affect the
performance of the Site;
- reproduce, copy, transmit, distribute, display, or otherwise
use any materials or contents on the Site without prior written consent
from Blockstar Holdings Ltd or the relevant Intellectual Property Right
owner;
- use the Site in any manner that could interfere with,
disrupt, negatively affect or inhibit other users from fully enjoying the
Site, or interfere, disrupt or reverse-engineer any aspects or features of
the Site that could modify, damage, disable, overburden or impair the
functioning of the Site in any manner;
- take any action to gain or attempt to gain unauthorized
access to any Account or the Wallet of other Users;
- attempt to exploit vulnerability of any system or network of
ours or breach any security or authentication measures implemented by us;
- attempt to decipher, decompile, disassemble or reverse
engineer any of the software used to provide the Site;
- interfere with, or attempt to interfere with, the access of
any user, host or network, including, without limitation, sending a virus,
overloading, flooding, spamming, or mail-bombing the Site;
- use any robot, spider, crawler, scraper, script, browser
extension, offline reader or other automated means, program or interface
not authorized by us to access the Site, extract data or otherwise
interfere with or modify the rendering of Site pages or functionality, or
to incorporate the Site into any other program, website or application;
- use data collected from the Site to contact individuals,
companies, or other persons or entities;
- use data collected from the Site for any direct marketing
activity;
- use the Site to conduct electronic spamming or otherwise
distribute ant unsolicited or unauthorized advertising, promotional or
marketing material, junk or chain messages;
- bypass or ignore instructions that control all automated
access to the Site; and
- use the Site to carry out any financial activities subject to
registration or licensing, including but not limited to creating, listing,
or buying securities, commodities, options, real estate, or debt
instruments
8.5 Suspension, Restriction, and Limited Access to Wallets. We
may, at our sole discretion and without any prior notification, restrict or
suspend your access to the Site or certain features associated with your Wallet
if:
- We reasonably suspect you of using your Wallet in connection
with illegal, unauthorized, or improper activity;
- We are required to do so by an enforceable subpoena, court
order, or binding order of a government authority;
- Use of your Wallet is subject to any pending litigation,
investigation, or government proceeding, and/or we perceive a heightened
risk of legal or regulatory non-compliance associated with your Wallet
activity;
- Our partners (if any) are unable to support specific services
you utilize;
- We are required to take action to comply with AML/KYC laws or
regulations related to services you access through the Site;
- You violate these Terms (including, but not limited to,
providing false or incomplete identification for AML/KYC purposes or
breaching user warranties); or
- You attempt to circumvent controls we have implemented,
including, but not limited to, creating multiple Wallets or abusing
promotional offers.
8.6 Temporary Suspension of Access. In the event of technical
problems causing system outages or errors in the services provided via the
Site, we may temporarily restrict access to Wallet-related features on the Site
until the issue is resolved.
8.7 Termination by User. The User may terminate this Agreement at
any time without prior notice by discontinuing the use of the Site for a period
of at least two (2) weeks.
9.
INTELLECTUAL PROPERTY RIGHTS
9.1 Ownership. Unless otherwise indicated in writing by us, the
Site, and all content, design element, and other materials contained therein,
including, without limitation, our logo and all designs, text, graphics,
pictures, information, data, software, sound files, other files and the
selection and arrangement thereof (collectively, "Content") are our proprietary
property or that of our affiliates, licensors or users, as applicable. All
underlying Intellectual Property of the Site, including, but not limited to
copyrights, patents, service marks, any registered trademarks, domain names and
other proprietary rights, are the proprietary property of or its licensors (if
any), and are protected by copyright, patent, trade secret and other applicable
Intellectual Property laws. We retain any and all rights, title and interest in
and to the Site, the Content (including, without limitation, all Intellectual
Property Rights), including all copies, modifications, extensions and
derivative works thereof. Your right to use the Site, the Content is limited to
the rights expressly granted in these Terms. No licenses to use any of our
trademarks or brands are to be inferred or assumed pursuant to the use of any
of our Site. All rights not expressly granted to you are reserved and retained
by us or our licensors, as the case may be.
9.2 Unauthorized use of Intellectual Property Rights. You
expressly agree not to duplicate, copy, transmit, distribute, license, reverse
engineer, modify, publish, display, reuse or participate in the transfer or
sale of, create derivative works from, or in any other way exploit any of our
Intellectual Property Rights or knowingly or recklessly encourage or assist any
third parties to infringe our Intellectual Property Rights without our express
prior written consent.
9.3 Accuracy and reliability of Content. We do not assume any
responsibility for the accuracy, reliability, or completeness of the Content,
nor do we represent or warrant that the Site or the Content are current,
error-free or free of viruses or other harmful components.
9.4 Third party materials.
- Some materials on the Site may be subject to copyright owned
by third parties. You shall not copy, imitate or use any such materials, in
whole or in part, without prior consent from their respective owner. You
acknowledge that all the names and/or logos used on the Platform are for
identification purposes only. Use or display of these names and/or logos
does not constitute or imply endorsement.
- The Site may contain links and pointers to other websites,
resources, and advertisers of the Site. Links to and from the Site to other
materials, mobile applications or websites, maintained by third parties, do
not constitute an endorsement by us or any affiliation with any third-party
site or content. We are not responsible for the availability of these
third-party resources, or their contents. We have not reviewed any or all
of the materials, mobile applications or sites linked to the Site and are
not responsible for the content of any third-party pages or any other
materials, mobile applications or websites linked to the Site. The User’s
linking to other third-party sites is at his own risk. By clicking on any
such link, the User acknowledges that we have no control over and makes no
representations of any kind with respect to, such other materials, mobile
applications, websites, or any content contained within such other
materials, mobile applications or websites, and the User hereby revokes any
claim against us with respect to such other materials, mobile applications
or websites. The User should direct any concerns regarding any external
link to its mobile application or site administrator or webmaster.
10. ACKNOWLEDGE AND ASSUMPTION OF RISKS
10.1 You acknowledge and agree that there are numerous risks
associated with purchasing, owning, holding and using Tokens and that
blockchain and virtual currencies / tokens are unverified technologies that are
beyond control of the Company. In particular, by purchasing Tokens, You bear
full responsibility for any risks designated in these Terms and You expressly
acknowledge and assume the risks, including, but not limited to, as follows:
- Development failure. The Company is committed to the
successful creation of the Tokens to be used within the Interface in the
context of the Project. However, there is a risk that the Interface may not
be successfully deployed and the Tokens not created. The project of the
Company is still at an early stage and its completion may be prevented by a
number of factors such as lack of funding or, if implemented, for lack of
success.
- Risk of amendments in functionality and rights. Lingo Tokens
do not have any rights, uses, purpose, attributes, functionalities or
features, express or implied, except for those which are specifically
described in the [White Paper] and which may change from time to time.
- Non-refundable Token. The Company is under no obligation to
refund You with Lingo Tokens for any reason.
- Risks associated with the Company. There is a risk that key
team members of the Company, whose knowledge and experience are essential
to a successful development and deployment leave the Company thereby
compromising the success of the project. Further, start-up companies always
involve a high degree of risks (financial, operating risks, etc.) and issues
which cannot be solved.
- Legal and regulatory framework. The legal and regulatory
framework of national and international jurisdictions with regards to
blockchain technology is in development and subject to changes. Regulatory
measures might impact Tokens and/or Interface negatively in a number of
ways. The Company may cease to operate in a country or even abandon certain
features of the project if regulatory action or changes in laws or
regulations make it illegal to operate in such country or it is not
commercially desirable to obtain the necessary regulatory approval(s) to
operate in such country. This includes, in particular, the risk that the
Tokens cannot be used or can no longer be used for its intended purpose due
to changes in the legal or regulatory framework and may become unusable
under certain circumstances. The Company therefore does not guarantee that
the Tokens are legal in all jurisdictions. The Purchaser solely bears all
legal or financial consequences if the Tokens are considered as securities /
financial instruments or deemed illegal in the Purchaser’s respective
jurisdiction. The Purchaser is obliged to verify whether the acquisition
and disposal of the Tokens is legal in their jurisdiction, and by accepting
the provisions of this Terms, the Purchaser agrees not to use the Tokens in
case their use is considered not legal.
- Tax risks. There are numerous risks in connection with the
Tokens and tax law and regulations. You are obliged to seek Your own tax
advice and evaluate tax consequences in connection with purchasing,
holding, using and selling the Tokens, which may result in adverse tax
consequences to You.
- Risk of Bugs, Theft and Hacking. The Project is at an early
stage and the blockchain technology is a new technology. There is no
assurance that such technology will be free of viruses, bugs or other
harmful components or operate as intended. There is a risk that the Tokens
may unintentionally contain flaws or bugs in its source code that affect the
use of Tokens or cause the loss of a Token.
- Smart contracts. There is a risk that any smart contract used
for the distribution of the Tokens contains security gaps, errors or
dysfunctionalities which may adversely affect the distribution and use of
the Tokens.
- Risk of losing access. A wallet and the Tokens it contains
can only be accessed using the private key assigned to the wallet or a
respective smart contract controlling the wallet. You are responsible for
safeguarding and maintaining Your wallet, private keys, any token,
cryptocurrency or virtual assets associated therewith, as well as for the
protection of the private key and the wallet against unauthorized access by
third parties. Loss of the private keys can lead to irretrievable loss of
the Tokens. The Company recommends seeking professional advice on the safe
management of private keys. Further, Tokens are typically transferred
digitally, through electronic media not controlled or regulated by any
entity. To the extent a Token is transferred erroneously to the wrong
destination, You may be unable to recover the Tokens as Token transactions
are irrevocable.
- Blockchain. The Tokens are based on blockchain protocol and
architecture. Thus, a malfunction, unintended function, or unforeseen
operation of the blockchain may cause the Tokens to become defective or
function unexpectedly or unintentionally. The future of cryptography and
security innovations are highly unpredictable.
- Security weakness. Hackers or other groups or organizations
may attempt to interfere with the Purchaser’s wallets, or the Tokens in
variety of ways, including but not limited to denial-of-service attacks,
spoofing, smurfing, malicious attacks or consensus-based attacks, which may
result, for instance, that the Tokens being stolen or inaccessible without
chance of recovery. Blockchains are exposed to mining attacks which may put
the smart contract at risk. An attack or a breach of security could result
in a loss of private keys, data or Tokens, unauthorized transactions, an
interruption of the Blockchain for an extended period of time, violation of
applicable privacy and other laws, and legal and financial exposure. There
can be no assurance that the security measures will be effective.
- Risk of Uninsured Losses. Unlike bank accounts or accounts at
some other financial institutions, funds held using blockchain technology
are generally uninsured. In the event of any loss, there is no public
insurer, or private insurer, to offer recourse to You.
- Risks Associated with Markets for the Tokens. The Company
cannot control the market of the Tokens and it is possible that there is a
lack of interest with regards to the Tokens, which could negatively impact
the creation and deployment of the Tokens as well as the Interface and
therefore all intended utilities of the Tokens. The Tokens are intended to
be used solely in connection with the Interface, and the Company does not
support or otherwise facilitate any secondary trading or external valuation
of the Tokens. This restricts the contemplated avenues for using the Tokens
and could therefore create illiquidity risk with respect to the Tokens You
hold. Even if secondary trading of the Token is facilitated by third party
exchanges, such exchanges may be new and subject to little or no regulatory
oversight, making them more susceptible to market-related risks.
Furthermore, to the extent that third parties do ascribe an external
exchange value to the Tokens (e.g., as denominated in a virtual asset
and/or or fiat currency). It is also possible that no secondary markets ever
develop for the Tokens.
- Risks Associated with Our Intellectual Property. The Company
may consider some technology that it develops to be proprietary. The
Company may also rely on trademark, copyright, and trade secret law to
protect its rights. However, these laws offer only limited protection. In
addition, other countries may provide the Company with little to no
intellectual property right protection. If the Company is unable to protect
its intellectual property, the value of the Tokens may decline.
- Risks Associated with Data Privacy Laws. There are a number
of data protection, security, privacy and other government- and
industry-specific requirements, including those that require companies to
notify individuals of data security incidents involving certain types of
personal data. Security compromises could harm the reputation, erode user
confidence in the effectiveness of its security measures, negatively impact
its ability to attract new users, or cause existing users to stop using the
Tokens, which would reduce or diminish the value of the Tokens and cause
the Project to fail.
- Unanticipated Risks. Utility tokens such as the Tokens are a
new and untested technology. There are risks associated with Your purchase,
holding and use of the Tokens, including those that the Company cannot
anticipate. Such risks may further materialize as unanticipated variations
or combinations of the risks.
11. LIMITATION OF LIABILITY
11.1 You assume all risks when using the Site. We, our directors,
officers, employees, agents, licensors, attorneys, independent contractors,
providers, subsidiaries, and affiliates shall in no event be liable, directly
or indirectly, for any losses, claims, damages or liabilities, general,
special, compensatory, consequential and/or incidental, incurred by you arising
out of or relating to or in connection with any reliance of or acceptance of
these Terms or with the use of or access to the Site, any performance or
non-performance of the Site, or other service provided by us or on our behalf
and that of our affiliates, including but not limited to loss of profits, loss
of value, loss of goodwill, loss of data and any other damages. We shall have
no responsibility for and shall not be liable for losses incurred by the User
caused by or resulting from any of the following:
- fraud or wilful misconduct by any of the Users; or
- any damage or interruptions caused by any computer malware,
spyware, or scareware that may affect your computer or other equipment, or
any phishing, spoofing or other attack. We advise the regular use of a
reputable and readily available virus screening and prevention software.
11.2 We do not represent, warrant or undertake that: (a) the Site
is fit for the User’s purposes; (b) the Site is compatible with the User’s
mobile devices or computers; (c) the Site is free of bugs, errors, defects,
malware and viruses; and any electronic files available on the Site will be
free of any computer virus, trojan, worm or other computer code that, directly
or indirectly, is harmful or disabling or which assists in or enables
unauthorized access to or corruption of data.
11.3 To the fullest extent permissible pursuant to applicable law,
we disclaim all warranties, express or implied, including, but not limited to,
implied warranties of merchantability and fitness for a particular purpose,
non-infringement, copyright compliance, legality, title, custom, trade, quiet
enjoyment, system integration and freedom from computer virus. We make no
representations or warranties or endorsements of any kind whatsoever, express
and implied, as to the Site or the Content. The User uses the Site at his own
risk. We assume no liability for any action regarding transmissions,
communications, publication, or content provided by any User or third party.
11.4 If you have a dispute with one or more Users of our Site, to
the extent permitted by law, you release us, our affiliates and service
providers, and each of their respective officers, directors, agents, joint
venturers, employees and representatives from any and all claims, demands and
damages (actual and consequential) of every kind and nature arising out of or
in any way connected with such disputes. In addition, to the extent permitted
by law, in entering into this release you expressly waive any protections that
would otherwise limit the coverage of this release to include only those claims
which you may know or suspect to exist in your favor at the time of agreeing to
this release.
11.5 THE SITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS,
IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE
SITE, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS,
UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE SITE MAY BE
INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ALSO
SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM
WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR
UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE
INFORMATION SET OUT IN THESE TERMS.
11.6 WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS,
SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES DO NOT VERIFY, CONFIRM OR IN ANY WAY
WHATSOEVER TAKE RESPONSIBILITY FOR USERS’ DIGITAL ASSETS AND ESPECIALLY THEIR
SUBSEQUENT VALUE.
11.7 WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR
PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS AS GOVERNED BY SECTION 8, IN NO
EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS
AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT
PAID BY YOU HEREUNDER FOR ACCESS AND USE OF OUR SITE GIVING RISE TO THE
LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH
THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS
IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT
LIMIT YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS.
12. Taxes
12.1 By accepting these Terms and accessing our Site you
acknowledge and agree that you are solely responsible for your own filings, tax
returns and similar reports on any transactions in connection with any use of
the Site.
13. FORCE MAJEURE
We shall not be liable for delays, failure in performance or
interruption of service which result directly or indirectly from any cause or
condition beyond our reasonable control, including but not limited to, any
delay or failure due to any act of God, act of civil or military authorities,
act of terrorists, civil disturbance, war, strike or other labor dispute, fire,
interruption in telecommunications or Internet services or network provider
services, failure of equipment and/or software, hacking attacks, major market
disturbances, other major event or catastrophe, pandemic, or any other
occurrence which is beyond our reasonable control and shall not affect the
validity and enforceability of any remaining provisions.
14. INDEMNIFICATION
14.1 Indemnification. The User shall indemnify, defend, and hold
harmless and its affiliates, their respective directors, officers, employees,
agents, licensors, attorneys, independent contractors, providers, subsidiaries,
and affiliates (the "Indemnified Parties") from and against any and all actual
or alleged claims, actions, proceedings, investigations, demands, suits,
losses, damages, demand of liability, costs, including attorneys’,
investigators’, and experts’ (or similar) fees, disbursements and all expenses
incurred, whether known or unknown, foreseen or unforeseen, matured or
unmatured, or suspected or unsuspected, in law or equity, whether in tort,
contract or otherwise (the "Claims"), arising out of or in connection with:
- any negligent acts, omissions, or willful misconduct by the
User;
- User’s access to and uses or misuses of the Site;
- any dispute between the Users;
- the User’s violation of these Terms or any Policy;
- the User’s violation or infringement of any rights of any
third party, including but not limited to the Intellectual Property Rights;
- the User’s violation or infringement of any laws or
regulations; and/or
- any action taken or omitted to be taken by hereunder or
pursuant to any instructions from the User.
14.2 Notification and Control of Claims. You agree to promptly
notify us of any Claims and cooperate with us in defending such Claims. The
User further agrees that the Indemnified Parties shall have control of the
defense or settlement of any third-party Claims. This indemnity is in addition
to, and not in lieu of, any other claims or indemnities that we may have
against the User.
15. MISCELLANEOUS
15.1 These Terms embody all the terms and conditions agreed upon
between the Parties as to the subject matter of these Terms and supersedes and
cancels in all respects all previous correspondence, understandings, and
agreements between the Parties with respect to the subject matter hereof,
whether such be written or oral.
15.2 may in its sole discretion amend these Terms without any
prior notice to you. While will carry out reasonable efforts to notify you of
any changes, your continued access to and use of the Site constitutes your
acceptance of any amendment to these Terms.
15.3 The failure of any Party hereto at any time to require
performance or observance by the other Party of any provision of these Terms
shall in no way affect the right of such first Party to require performance of
this provision and any waiver by any Party of any breach of any provision of
these Terms shall not be construed as a waiver of any continuing or succeeding
breach of such provision, a waiver of the provision itself or a waiver of any
right under these Terms.
15.4 If any of the provisions in these Terms are deemed invalid,
illegal, prohibited, void, or for any reason is unenforceable, that provision
will be ineffective and deemed severable and will not affect the validity and
enforceability of the remaining provisions of these Terms.
15.5 These Terms will be governed by and construed and enforced in
accordance with the laws of the Republic of Seychelles, without regard to
conflict of law rules or principals (whether of the Republic of Seychelles or
any other jurisdiction) that would cause the application of the laws of any
other jurisdiction. Any dispute between the Parties arising out of or relating
to these Terms that is not subject to arbitration or cannot be heard in small
claims court will be resolved and filed only in the courts of the Republic of
Seychelles. The Purchaser irrevocably and unconditionally (i) submits to the
exclusive jurisdiction of the Republic of Seychelles courts and any appellate
court from any such court, solely for the purpose of any action, suit or
proceeding brought to enforce its obligations under these Terms, and (ii)
waives, to the fullest extent it may effectively do so, any defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court and any right of jurisdiction on account of its place of residence or
domicile.