First published: 12.7.2018
Last updates: /No updates since/
PLEASE READ THESE TERMS AND CONDITIONS FOR PARTICIPATING IN THE IMUSIFY TOKEN SALE (“TERMS”). NOTE THAT THE DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.
IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE OR HOLD IMUSIFY TOKENS.
BY PARTICIPATING IN THE IMUSIFY TOKEN SALE, AND PURCHASING IMUSIFY TOKENS ("IMUSIFY TOKEN" OR "IMU") YOU AGREE TO BE BOUND BY THESE TERMS AND ANY OTHER TERMS INCORPORATED HEREIN BY REFERENCE.
THE TOKENS WILL BE SOLD BY imusify INCORPORATED, A COMPANY IN PROCESS OF ESTABLISHMENT UNDER THE LAWS OF THE REPUBLIC OF ESTONIA ("COMPANY," "imusify", "WE," OR "US").
EACH OF YOU AND COMPANY IS ALSO REFERRED TO AS A"PARTY," AND TOGETHER THE "PARTIES.
WE RESERVE THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PARTS OF THESE TERMS AT ANY TIME AND FOR ANY REASON WITHOUT YOUR CONSENT. NOTE THAT THESE TERMS ONLY GOVERN THE SALE AND PURCHASE OF IMUSIFY TOKENS IN DURATION OF THE TOKEN SALE, AND DO NOT GOVERN THE USE OF OUR WEBSITE, ACCESSIBLE AT www.imusify.com ("WEBSITE") PLATFORM, ACCESSIBLE AT www.imusify.io ("PLATFORM"), APPLICATIONS OR SERVICES.
IMUSIFY EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS DOCUMENT, imusify WHITEPAPER, AND OTHER DOCUMENTS PUBLISHED ON OUR WEBSITE (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM, (IV) USAGE OR ACQUISITION OF PRODUCTS, AVAILABLE THROUGH THE WEBSITE.
IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT [email protected].
NEITHER THESE TERMS, NOR ANY OTHER DOCUMENT, PRODUCED BY IMUSIFY, DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR ADVICE TO SELL OR INVEST IN SHARES OR SECURITIES, NOR SHOULD THE PURCHASE OF IMUSIFY TOKENS BE SEEN AS AN INVESTMENT INTO SECURITIES BUT RATHER A PAYMENT FOR PURCHASE OF TOKENS; THAT ALLOW FOR ACCESS TO THE PLATFORM, APPLICATION, AND SERVICES, TO BE PROVIDED BY IMUSIFY.
NONE OF THE INFORMATION OR ANALYSES PRESENTED BY IMUSIFY IS INTENDED TO FORM THE BASIS FOR AN INVESTMENT DECISION, AND NEITHER THESE TERMS NOR ANY OTHER DOCUMENT PROVIDES FOR ANY SPECIFIC INVESTMENT RECOMMENDATION. THE PLATFORM, APPLICATION, SERVICES, AND WEBSITE ARE NOT INTENDED AS DO NOT OFFER, AND SHALL NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL PRODUCTS, SERVICES OR ADVICE.
IMUSIFY DOES NOT PROVIDE CUSTODIAL OR WALLET SERVICES FOR THE IMUSIFY TOKENS OR ANY OTHER CRYPTOGRAPHIC TOKENS AS A SERVICE FOR THE BUYER.
ANY PERSON OR ENTITY, INCLUDING ANYONE ACTING ON ITS BEHALF, BEING BASED, DOMICILED, LOCATED OR INCORPORATED IN THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF KOREA, THE REPUBLIC OF SINGAPORE, AND THE PEOPLE'S REPUBLIC OF CHINA ("RESTRICTED AREAS"), MAY NOT PARTICIPATE IN THE IMUSIFY TOKEN SALE, AND MUST LEAVE THE WEBSITE IMMEDIATELY.
IMUSIFY SHALL NOT BE RESPONSIBLE FOR FRAUDULENT, DECEPTIVE OR OTHERWISE MALICIOUS USE OF ANY TOOLS WHATSOEVER BY PERSONS OR ENTITIES BASED, DOMICILED, LOCATED OR INCORPORATED IN THE RESTRICTED AREAS TO USE THE WEBSITE OR THE IMUSIFY TOKENS UNDER THE SEMBLANCE OF PROVENANCE FROM ANY OTHER JURISDICTION OUTSIDE THE RESTRICTED AREAS.
imusify TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OT INDIRECTLY TO AFORESAID PERSONS AND NEITHER THIS SITE NOR THIS TERMS, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO IMUSIFY TOKENS, MAY BE SUPPLIED TO AFORESAID PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE SALE OF IMUSIFY TOKENS TO AFORESAID PERSONS DURING THE TOKEN SALE.
The following terms shall have, for the purposes of these Terms, the following meaning:
(a) "Buyer(s)" shall mean any person, whether natural or legal, accessing the Website, or directly/indirectly making use of the Project, or the imusify Platform, or imusify Tokens.
"Main-Sale" shall mean the sale of imusify Tokens, organised by and conducted as provided for underArticle 3or any other provision of these Terms.
(c) "Digital Assets" are tokens, available on a the NEO public blockchain network, which include NEO.
(d) "NEO" shall mean the value tokens native to the NEO blockchain.
(e) "NEO Blockchain" shall mean an open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality.
(f) "European Economic Area" or "EEA" shall mean all EU countries and in addition Iceland, Liechtenstein and Norway.
(g) "imusify, We, Us, Company" means a company in the process of establishment under the laws of the Republic of Estonia, who is the issuer of the imusify Tokens;.
(h) "imusify Token", or "IMU" shall mean the cryptographic token, offered by imsuify in the Token Sale;
(i) "Pre-sale" shall mean the sale of imusify Tokens, organized by and conducted as provided for underArticle 3or any other provision of these Terms.
(j) "Project Documentation" shall mean imusify Whitepaper as changed from time to time, available at https://imusify.com/whitepaper.pdf and other documents available at the Website.
(k) "Terms" shall mean the Terms and Conditions for Participating in the imusify Token Sale - comprised of the Pre-Sale, and Main-Sale, including the schedules and any other documents incorporated herein by reference.
(l) "Third-party Wallet" is a solution, enabling Buyers to store their Digital Assets and imusify Tokens.
(m) "Token Sale" shall mean the Pre-sale and Main-Sale collectively, as provided for underArticle 3.
(n) "VAT" means value added tax of relevant jurisdiction(s), if applicable.
(o) "Website" shall mean a website located at www.imusify.com.
(p) "Platform" shall mean the imusify platform located at www.imusify.comwith any future iterations.
2.1. imusify shall (on a best effort basis) develop and deploy blockchain-powered platform designed as open-source, self-publishing multimedia platform which creates an efficient system for content creators to network and collaborate, while maintaining complete control over their work. ("Platform"), as presented in detail in the Project Documentation. Note that Project Documentation is of descriptive nature only, is not binding and does not by any means form part of these Terms.
2.2. The Platform will incorporate imusify Token, which is a protocol token based on the NEO blockchain (NEP5 standard), intended for specific use within the Platform ("Token Utilities"):
- Access to the Platrofm.
- Closed loop currency for exchange of value between users on the Platform.
- Payment for services delivered by the Platform.
2.3. Purchase, ownership, receipt or possession of imusify Tokens carries no rights, express or implied, other than the right to use the imusify Token in connection with Token Utilities, in each case, to the extent that the Platform remains in use after its deployment by imusify.
2.4. You understand and accept that imusify Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to imusify and its corporate affiliates, including the governance of Imusify and its corporate affiliates, subject to limitations and conditions in these Terms. imusify Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument, and they do not grant any corporate or corporate-like rights.
2.5. You understand and accept that the Platform is currently in a development phase and that it still requires substantial development work. Due to unforeseeable material, conceptual, technical, regulatory and commercial changes before the final release, or any time after the deployment of the Platform You understand and accept that an upgrade of Platform or Imusify Tokens may be required and that if you decide not to participate in such upgrade, you may no longer use the Platform and that non-upgraded imusify Tokens may lose their functionality in full.
2.6. imusify Tokens are designed to be exchangeable on cryptographic token exchanges. imusify, however, gives no warranties that the imusify Tokens will be at any time exchangeable on any such exchanges.
3.1. In order to participate in the Token Sale, you are required to pass the Know Your Customer ("KYC") process in accordance with the applicable laws to participate in the whitelisting process. Please refer to our KYC Policy, available at the Website, for more information.
3.2. Notwithstanding any other provision of these Terms, we reserve the right to exclude any person from the Token Sale due to KYC/AML concerns or due to any other grounded reasons (e.g. if it is subsequently established that the information provided during the course of the Token Sale was not correct or that the person does not meet the eligibility criteria as outlined in thisSection 3). In that case, any funds contributed during the token Sale would be refunded (provided that this would be technically possible and that no KYC/AML restrictions would apply for such reimbursement). We further reserve the right to take any other steps or actions for ensuring full compliance with any applicable KYC/AML legislation.
3.3.Notwithstanding any other provision of these Terms (but provided that compliance with KYC/AML legislation pursuant to previous paragraphs of this Section 3 is ensured) we reserve the right to allow, on an individual basis, the participation of individual accredited investors and/or participation of syndication groups. In such cases, these Terms will apply for any questions regarding the Token Sale not otherwise agreed individually with the accredited investor in question or syndication group leader, as applicable. For the avoidance of any doubt, in case of participation of syndication groups, the purchase agreement for the sale of imusify Tokens shall only arise between imusify and syndication group leader, whereas individual syndication group participants shall have no direct right towards imusify. Syndication group leader must ensure (and will represent and warrant to imusify) that every syndication group participant individually meets the eligibility criteria to participate in the Token sale (in particular, but not limited to: not having a habitual residence or seat of incorporation in Restricted Areas). Syndication group leader may not assign any rights towards imusify in connection to the purchase of Tokens to any syndication group participants or to any other third person.
4.1.imusify Token: imusify Token (symbol: IMU) is a NEO blockchain based cryptographic token that confirms to the NEP 5 standard, and is controlled and distributed by a Smart Contract System and deployed on NEO blockchain.
4.2.Token Sale Offer: The company will generate 1,000,000,000 imusify Tokens and deliver them to the Purchaser as provided for in this Terms. No additional imusify Tokens will be generated afterwards. The Token Sale will be divided into two distinct stages, with different token offers; Pre-sale, and Main-Sale.
4.3.Token Sale Purchase Price: The price per one (1) imusifyToken during the imusify Token Sale is 0,5 USD equivalent in fiat or various cryptocurrencies accepted as a form of payment, with the exchange rate calculated upon transaction as provided for on the Website. Various discounts and bonuses may apply as provided for on the Website.
4.4.Participation limitations: Subject to the terms and conditions set forth herein, every person is invited to participate in the Token Sale.
(a)Duration: The Pre-sale starts on 1st of January 2019 (00.00 UTC) and ends on 31st of January 2019 (00.00 UTC) "Pre-Sale End Date", or by the time all imusify Tokens designated for the Pre-Sale are sold, whichever is first;
(b)Discount: Pre-sale participants shall be able to purchase the imusify Token at 30% discount.
(c)Rollover: Any imusify Tokens designated for the Pre-sale that are not sold in the by the Pre-sale End Date shall be designated to the Main-Sale.
(a)Duration: The Main-Sale starts on 1st of February 2019 (00.00 UTC) and ends on 30st of February 2019 (00.00 UTC) "Token Sale End Date", or by the time all of imusify Tokens, designated for the Token Sale are sold, whichever is first;
(b)Discounts: Main-Sale participants, shall be egligible for discounts as indicated on the Website.
(c)Rollover: Any imusify Tokens designated for the Token Sale that are not sold by the Token Sale End Date shall be will be made part of the reserve pool and sold or distributed to the imusify Platform users at a later date, either through a new Token Sale, or via reward program.
4.7.Token Sale Soft Cap: Should imusify fail to sell at least 1,000,000 USD worth of imusify Tokens in total by the Token Sale End Date, imusify will not access the funds collected in the imsuify Token Sale, and shall instead commence to refund all Token Sale participants within 30 days following the imusify Token Sale End Date.
4.8.Additional Instructions: Additional procedural instructions for the Token Sale may be published on the Website. Failure to follow the published instructions for participation in imusuify Token Sale on the Website may limit, delay, or prevent you from participating in the Token Sale. By purchasing imusify Token, you understand and accept that your transfer of Digital Assets shall be processed by a smart contract system based on NEO blockchain protocols, and you shall receive imusify Tokens at or about the Token Sale End Date, subject to the Terms.
5.1. The payment for purchase of Imusify Tokens shall be made in fiat or crypto currencies, as specified on the website, by sending the designated amount of such Digital Asset to the appropriate wallet address of the Company, or otherwise, following the instructions on the Website.
5.2. We reserve the right to prescribe additional guidance regarding specific wallet requirements, and you hereby explicitly waive your right to request any reimbursements for any lost or misplaced payments or receipts of Imusify Tokens due to non-compliance with such guidelines.
5.3. No third-party provider has been allowed, authorized or endorsed by the Company for the distribution of imusify Tokens.
5.4. Upon receipt of your payment, we will verify your Personal Information to confirm that you have completed the KYC procedure and that you are the Private Pre-Sale Participant and accept or deny your payment. Note that the Company has absolute discretion and may reject your payment for any reason, or without providing any reason at all. You shall be notified of our decision at the latest one day before the start of the imsuify Token Sale.
6.1. imusifyTokens, purchased in the Token Sale shall be distributed and delivered by the Token Sale End Date. Notwithstanding the preceding, the Company reserves the right to extend the deadline for delivery of the imusify Tokens, purchased in the Token Sale for up to two (2) additional weeks, if this is deemed necessary to address any unanticipated technical difficulties and/or security issues.
7.1. ALL PURCHASES OF IMUSIFY TOKENS FROM US AND/OR YOUR ACCEPTANCE OF IMUSIFY TOKENS ARE FINAL, AND THERE ARE NO REFUNDS OR CANCELLATIONS EXCEPT AS SET FORTH HEREIN OR AS MAY BE REQUIRED BY APPLICABLE LAW OR REGULATION. WE HEREBY RESERVE THE RIGHT TO REFUSE OR CANCEL IMUSIFY TOKEN PURCHASE REQUESTS AT ANY TIME AND FOR ANY REASON, AT OUR SOLE DISCRETION. TO THE GREATEST EXTENT LEGALLY POSSIBLE, YOU HEREBY WAIVE ANY STATUTORY OR CONTRACTUAL RIGHT TO WITHDRAW FROM, OR TO RESCIND, THE PURCHASE MADE IN ACCORDANCE WITH THIS TERMS.
7.2. Any refunds, made by the Company at its sole discretion, will be made in NEO. We are not responsible for any delays, losses, costs, and non-delivery of refunds or imusify Tokens, or other issues arising from your failure to provide an accurate and complete NEP 5 compliant wallet address.
7.3. Should the Company, at its sole discretion, or as the fulfilment of its obligations under the Terms return your payment for any reason, you acknowledge and accept that you shall bear the costs of any transaction fees and other costs related to such return or transaction.
7.4. You acknowledge and agree that these Terms are in respect of distance contracts excluded from the right of withdrawal since they concern the supply of goods for which the price is dependent on fluctuations in the market which cannot be controlled by us and which may occur within the withdrawal period.
7.5. You acknowledge and agree, in addition and without limitation to any other applicable exceptions, that the exception regarding the digital content on a non-tangible medium in respect of distance seal applies since these Terms concerns the supply of digital content on a non-tangible medium. You hereby waive the right to withdrawal from these Terms in a period of 14 days. Furthermore, you give the express consent and acknowledge that you thereby lose your right of withdrawal.
8.1. The Company will exercise reasonable endeavors to have the Smart Contract System audited and approved by technical experts with regard to both accuracy and security of the underlying code, for the purpose of which, the Company has engaged the company Red4Sec to perform the audit..
8.2. Notwithstanding the foregoing, you acknowledge, understand, and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and imusify Tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss, or impaired functionality of your payment and/or imusify Tokens.
9.1. You will implement reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to perform payment to the Company and to receive and store imusify Tokens that are issued to you by the Smart Contract System, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s), and hereby acknowledge, that, if your private key(s) or other access credentials are lost, you may lose access to your imusify Tokens.
9.2. The Company will not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of imusify Tokens nor will we be under any obligation to recover or return any imusify Tokens and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) imusify Tokens issued to you during the Token Sale.
9.3. In case you suspect a security breach in any of the abovementioned, you will inform us immediately so we can take all required and possible measures to secure your transaction, the integrity of the Website, Platform, imusify Tokens, and other related systems.
10.1. You understand and agree that Digital Assets, imusify Tokens, blockchain technology, NEO blockchain, NEO and other associated and related technologies are new and relatively untested and outside of imusify's exclusive control. Any adverse changes in market forces or the technology impacting imusify's performance under these Terms shall absolve us from responsibility for any delayed or unachieved milestones.
10.2. You also acknowledge that you have been warned of the following risks, associated with the Website, the Digital Assets, the imusify Tokens, the Platform and other relevant technologies mentioned herein and agree to absolve, and hold imusify harmless from any and all liability for any damages occurring in in relation to any of the risks below.
(a) Legal risks regarding securities regulations
There is a risk that in some jurisdictions the imusify Tokens or other Digital Assets might be considered security, or that it might be considered a security in the future. imusify does not give warranties or guarantees that imusify Token will not be regarded security in all jurisdictions. Each Buyer of imusify Tokens shall bear their own legal or financial consequences of imusify Tokens being considered security in their respective jurisdiction.
Every Buyer shall check if acquisition and disposal of imusify Tokens are legal in their jurisdiction, and by accepting these Terms, you undertake not to use imusify Tokens should their use not be legal in the relevant jurisdiction. If a you establish that the use of imusify Tokens under these Terms is not legal in your jurisdiction, you shall neither use nor acquire them.
The legal ability of imusify to provide imusify Tokens and the Platform in some jurisdictions may be hindered or eliminated by future regulation or legal actions.
(b) Risks associated with NEO blockchain
Any malfunction, unintended function or unexpected functioning of the NEO protocol may cause them to malfunction or function in an unexpected or unintended manner. Other unforeseeable changes in NEO blockchain, whether intended or not, may, in the same way, affect the value and usability of imusify Tokens.
(c) Risk of unfavourable regulatory action in one or more jurisdictions
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the NEO network and associated blockchain networks and Digital Assets and imusify Token may be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of imusify Tokens, which could impede or limit their existence, permissibility of their use and possession, and their value.
(d) Risk of theft and hacking
Hackers or other groups or organisations may attempt to interfere with your Third-party Wallet, the Website or the availability of imusify Tokens and Digital Assets in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, consensus-based attacks, or any other attacks.
(e) Risk of security weaknesses in the Website and imusify Tokens source code or any associated software and/or infrastructure
There is a risk that the Website and imusify Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of imusify Tokens.
(f) Risk of low or no liquidity
There are no warranties and/or guarantees given that imusify Tokens will be listed or made available for exchange with other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly understood regulatory oversight, and imusify does not give any warranties in regard to any exchange services providers. Buyers might be exposed to fraud and failure. In any case, imusify will not enable the exchange of imusify Tokens for other cryptographic tokens or fiat currency, although it will commit reasonable endeavours to list imusify Tokens on such exchange(s).
(g) Risk of loss of value
Value of imusify Tokens may fluctuate, and their Buyers might suffer a loss in value of such acquired tokens.
(h) Risk of malfunction in the NEO network or any other blockchain
It is possible that the NEO network or any other network, to which the imusify Tokens are interacting with, malfunctions in an unfavourable way, including but not limited to one that results in the loss of imusify Tokens.
(i) Internet transmission risks
You acknowledge that there are risks associated with using the imusify Tokens including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that imusify shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Website and imusify Tokens, howsoever caused.
(j) Unanticipated risks
Cryptocurrencies and blockchains are new and untested technology.
In addition to the risks set forth here, there are risks that imusify cannot foresee and it is unreasonable to believe that such risks could have been foreseeable.
(k) Insufficient interest in imusify, the imusify Platform and imusify Tokens
It is possible that imusify, the imusify Platform or imusify Tokens will not be used by a large number of individuals, businesses and other organizations and that there will be limited public interest in the creation and development of its functionalities. Such lack of interest could affect the development of the imusify Platform and value of the imusify Token.
(l) imusify Token and the imusify Platform, as developed may not meet your expectations
The imusify Platform is currently under development and may undergo significant changes before the release of the final version. Your expectations regarding the form and functionality of the imusify Platform and imusify Tokens may not be met upon release of new Website, deployment of the imusify Platform, additional products and services for any number of reasons, including a change in the design and implementation plans and execution of the implementation of imusify Token. imusify does not offer any guarantee as to the marketability or expected use of the imusify Platform and/or imusify Tokens.
(m) The imusify Platform may never be completed or released
The imusify Platform may never be released and operational, even though imusify will make reasonable efforts to complete and deploy it.
10.3. The imusify Tokens and the imusify Platform are provided "as is" and "as available". We and our affiliates make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the imusify Tokens, including any warranty that the imusify Tokens will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, and any warranties arising out of any course of dealing or usage of trade.
11.1. The Website, the Platform and imusify Tokens are not offered for use to natural and legal persons having their habitual residence or their seat of incorporation in Restricted Areas. In addition to the above, the Buyer(s) shall warrant that they adhere to the terms and conditions stipulated inSCHEDULE A.
11.2. Natural and legal persons with their habitual residence or seat of incorporation in the Restricted Areas shall not participate in the Token Sale.
11.3. imusify reserves its right to decide in its discretion to adopt reasonable organizational and technical measures to ensure that the Website and imusify Tokens are not available to Persons under Paragraph 11.1. imusify shall not be held liable for any legal or monetary consequence arising from the use of imusify Tokens by natural and/or legal persons with their habitual residence or seat of incorporation located in the Restricted Areas. Such persons using imusify Tokens despite the prohibition shall on the first request indemnify and hold harmless imusify from any legal or monetary consequence arising from their breach of the terms as described in this paragraph.
11.4. If you are registering to use the Platform on behalf of a legal entity, you represent and warrant that
(a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and
(b) you are duly authorized by such legal entity to act on its behalf.
11.5. You further represent and warrant that you:
(c) are of legal age to form a binding contract (at least 18 years old in most jurisdictions);
(d) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party;
(e) are not located in, under the control of, or a national or resident of any Restricted Areas;
(f) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC);
(g) will not use the imusify Tokens if any applicable laws in the jurisdiction of your habitual residence or incorporations prohibit you from doing so;
(h) have a deep understanding of the functionality, usage, storage of cryptographic tokens, smart contracts, and blockchain-based software;
(j) will contribute NEO from a Wallet or Wallet service provider that technically supports the imusify Token;
(k) you have obtained and was given sufficient information about the imusify Tokens to make an informed decision to acquire them;
(l) you understand that the imusify Tokens confer only the right to use and access the Platform, and confer no other rights of any form with respect to the Platform or imusify;
(m) you are acquiring imusify Tokens to access and use the imusify Platform; and that you are not acquiring imusify Tokens for any other use or purpose, including, but not limited to, any investment, speculative or other financial purposes; and
(n) your purchase of imusify Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the imusify Tokens, using the imusify Tokens in relation to the Platform, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
12.1. imusify is closely following changes to legislation in the most relevant jurisdictions and undertakes to act accordingly if regulatory changes significantly impact operations of imusify Tokens and the Platform. imusify is not a financial institution. imusify does not provide any licensed financial services, such as investment services, capital raising, fund management or investment advice. This Tokens Sale is not intended as a public offering of financial instruments or securities.
12.2. This document or any other document, produced and signed by imusify, as well as the Website, and any of their content does not constitute an offer or solicitation to sell financial instruments or securities.
12.3. None of the information or analyses presented is intended to form the basis for any investment decision, and no specific recommendations are intended, and imusify services and the Website are not, do not offer and shall not be construed as investment or financial products.
13.1. Imusify and its affiliates and their respective officers, employees or agents will in regard to the Website, the Platform and imusify Tokens not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including but not limited to loss of profits, trading losses or damages that result from use or loss of use of this Website, imusify Platform and imusify Tokens), even if imusify has been advised of the possibility of such damages or losses, including, without limitation, from the use or attempted use of imusify Tokens, the Website or the Platform.
13.2. Neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Website, the Platform or imusify Tokens, including without limitation as a result of any termination or suspension of the NEO network or this Terms, including as a result of power outages, maintenance, defects, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Terms or your use of or access to the Website, the Platform and imusify Tokens; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with to the Website, the Platform and imusify Tokens, (e) or the loss of date incurred tue to the ay of the aforementioned reasons.
13.3. You waive your right to demand the return of any cryptographic tokens or any Digital Assets you exchanged with us to acquire imusify Tokens, including, without limitation, demand for specific performance.
13.4. You will defend, indemnify, and hold harmless; us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third- party claim concerning this Terms or your use of the Website, the Platform and imusify Tokens contrary to these Terms. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
13.5. You will promptly notify us of any third-party claims, actions, or proceedings which you become aware of that involves the Company as a result of these Terms. The Company may participate with counsel of its own choosing in any proceedings describing above.
13.6. The information, software, products, and services included in or available through the Website and the imusify Platform may include inaccuracies or errors. Changes may be made to the information therein. imusify and/or its suppliers, contractors, and affiliates may make improvements and/or changes to the Website and the Platform at any time. imusify makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the Website, the Platform, imusify Tokens, information, software, products, services and related graphics contained on the Website for any purpose. To the maximum extent permitted by applicable law, the Website, the Platform and imusify Tokens, all such information, software, products, services and related graphics are provided "as is" without warranty or condition of any kind. imusify hereby disclaims all warranties and conditions with regard to the Website, the Platform, imusify Tokens, information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
13.7. You warrant to imusify that you will not use the Website, the Platform or the imusify Tokens for any purpose that is unlawful or prohibited by these Terms or any applicable laws and regulations. You may not use the Platform or imusify Tokens in any manner that could damage, disable, overburden, or impair the Platform, imusify Tokens or the Website.
14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE IMUSIFY TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE IMUSIFY TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, (B) WE DO NOT REPRESENT OR WARRANT THAT THE IMUSIFY TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE IMUSIFY TOKENS WILL BE CORRECTED, AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE IMUSIFY TOKENS OR THE DELIVERY MECHANISM FOR IMUSIFY TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
14.2. No regulatory authority has examined or approved of any of the information set out in these Terms and/or the Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these Terms and/or the imusify Whitepaper does not imply that applicable laws, regulatory requirements or rules have been complied with.
14.3. While every effort will be made by the Company to ensure that information contained on the Website or regarding the Imusify Platform is correct, the Company disclaims (to the extent permitted by applicable laws) all warranties regarding the accuracy, adequacy, correctness, completeness, reliability, timeliness, non-infringement, title, merchantability or fitness of any information on the Website.
16.1. All your factual and potential tax obligations are your concern and responsibility, and Imusify is not in any case and under no conditions bound to compensate for your tax obligations or give you any advice related to tax issues, including but not limited to advice on what kind of filing or reporting obligations you need to comply with, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible for, or any similar advice.
16.2. All fees and charges payable by you are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon our request, you will provide us with any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant tax authority.
17.1. We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, methods, compositions, formulae, techniques, information, source code, brand names, graphics, Buyer interface design, text, logos, images, information and data pertaining to the Platform (hereinafter: "imusify IP"), whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
17.2. These Terms shall not be understood and interpreted in a way that they would mean the assignment of intellectual property rights unless it is explicitly defined so in these Terms.
17.4. All imusify IP is the property of imusify and is protected by all applicable copyright, trademark and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
17.6. You hereby assign exclusive rights, including all IPR, to any feedback including, but not limited to, suggestions, ideas or other information or materials regarding Imusify Platform, Website, Token Sale or related products that you provide, whether by email, posting through Website, other communication channels or otherwise and you irrevocably and exclusively assign any and all intellectual property rights on such feedback unlimited in time, scope and territory (to the extent permitted by applicable laws) so that the Company has the right to dispose with them without any limitations, including their transfer to any third party without seeking your consent. Any feedback you submit is non-confidential and will become the sole property of the Company. The Company will be entitled to the unrestricted use, reproduction (including in electronic form), modification (whereby you will not retain any rights on your original feedback), or dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you. You waive any rights you may have to the feedback (to the extent permitted by applicable laws).
18.1. We may provide any notice to you under this Terms by (i) posting a notice on the Website; or (ii) sending an email to the email address associated with your account. Notices we provide by posting on the Website will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address updated. You will be deemed to have received an email sent to the email address then associated with your account when we send the email, whether or not you receive or read the email.
18.2. To give us notice under this Terms, you must contact us by email to [email protected] imusify.com. We may update this email address for notices to us by posting a notice on our Website. Notices to us will be effective one business day after they are sent.
18.3. All communications and notices to be made or given pursuant to this Terms must be in the written in the English language.
19.1. Any materials, such as business plan, development roadmap or any other materials that may be at any time published in the Website or elsewhere, are not binding and do not - unless explicitly referred to herein - form part of these Terms, and are of a descriptive nature only.
19.2. We do not permit individuals under the age of 18 to register with our Website and use our products. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block his/her/their access to our Website and products.
19.3. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the NEO or any other blockchain protocols or any other force outside of our control.
19.4. You and we are independent contractors, and neither party nor any of their respective affiliates is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for itself products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third-party developers or systems integrators who may offer products or services which compete with the other party's' products or services.
19.5. These Terms do not create any third-party beneficiary rights in any individual or entity.
19.6. Parts of these Terms will be automatically executed by the Smart Contract System. In the event of any inconsistency, the Terms are the source of the rights and obligations and the Smart Contract System serves only for the automatic execution of these Terms. Then in case of conflict between the Terms and Smart Contract System, the Terms will prevail and will, therefore, be the binding version for both parties.
19.7. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer contrary to these Terms will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
19.8. The failure or omission by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
19.9. Except as otherwise set forth herein, if any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of the Terms will remain in full force and effect.
19.10. The Company reserves the right to make changes, amendments, supplementations or modifications to these Terms at any time in its sole discretion and for any reason. We suggest that you review these Terms periodically for changes. If we make changes to these Terms, we will provide you with notice of such changes, such as by either sending an email, providing notice on the Website or by posting the amended Terms on the Website and updating the date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new Contributors for participating in the Token Sale and purchasing Imusify Tokens.
19.11. ll disputes or claims arising out of or in connection with these Terms including disputes relating to its validity, breach, and termination, and any disputes or claims arising out of or in connection with the use of Website, the Project and Imusify Tokens shall be finally settled at the competent court in the Republic of Estonia. The Agreement is govrned by Estonian laws.
19.12. Prior to filing any claims in accordance withparagraph 19.11, you undertake to send such claim or request directly to Imusify via e-mail at [email protected] imusify.com. You agree that you will not file any claims in accordance with paragraph19.11earlier than 30 days after sending such claim or request to Imusify in accordance with thisparagraph 19.12. Any claim, filed with the arbitral tribunal contrary to the rules set out in thisparagraph 19.12, shall be rejected immediately by the tribunal as premature.
19.13. These Terms, including all schedules, and other documents, incorporated herein by reference, represent the entire agreement between you and us regarding the subject matter of these Terms, in particular, use of the Website, the Project and Imusify Tokens. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
19.14. These Terms are not boilerplate. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms, please contact us via e-mail at [email protected], and immediately navigate away from the Website and cease using the Project. By making use of the Website, the Project and IMUSIFY tokens, you shall have accepted all the terms and conditions under this Terms and confirm that you have made such acceptance with no undue pressure and fully aware and informed of all the terms and conditions stated herein.
By making a contribution and accepting these Terms, you hereby represent and warrant that:
1. you have read and understood these Terms (including all the Schedules hereto);
2. you have the necessary authority and consent to accept these Terms, to enter into a binding agreement with the Company and to perform the obligations set out herein;
3. the acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor's constitutional or organisational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;
4. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like NEO), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
5. you have obtained sufficient information about the potential future use and functionality of imusify Tokens to make an informed decision to participate in the Token Sale under these Terms;
6. you understand that imusify Tokens confer only a limited potential future right or expectation to use and interact with the Imusify Platform as more particularly described in Schedule 1 to these Terms and that imusify Tokens confer no other rights of any kind with respect to the Company and/ alternatively, the Imusify Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
7. if you are an individual (i.e. a natural person), you are at least 18 years of age; you have sufficient legal capacity according to your residency country laws to accept these Terms and to enter into a binding agreement with the Company on the terms set out herein;
8. if you are making a contribution to the purchase of imusify Tokens as a corporate entity including, without limitation, any company or partnership (or another type of legal entity that is not a natural person), such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;
9. if you are making a contribution for the purchase of imusify Tokens for or on behalf of an entity or person, you are authorized to accept these Terms and enter into a binding agreement with the Company on such entity's or person's behalf (and in such circumstances, references in these Terms to "Contributor", "your" or "you" will be a reference to the entity or person on whose behalf you are authorised to make a contribution);
10. you are contributing to the purchase of imusify Tokens to support the development, testing, deployment and operation of the Imusify Platform and to potentially use and interact with the Imusify Platform at a future point in time. You are not making a contribution under these Terms for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
11. any contribution to be made by you for the purchase of imusify Tokens is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
12. you will not use imusify Tokens to finance, engage in, or otherwise support any unlawful activities;
13. you will use imusify Tokens as intended on the Imusify Platform;
14. in the case of a contribution made in NEO, the contribution will be transferred to the Company from an NEO Wallet and/or address, respectively, that: (i) is registered in your name and under your sole control or registered in the name and under the sole control of a person who is duly authorised by you to send a contribution on your behalf to the Company; and (ii) is not located in or that is not registered in the name of a person located in or resident of any country or territory that has been designated by the Financial Action Task Force as a "non-cooperative country or territory" (each a "Prohibited Jurisdiction");
15. making a contribution and receiving imusify Tokens under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution will be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
16. you are not a citizen of or resident or domiciled in a Prohibited Jurisdiction or making a contribution for the purchase of imusify Tokens from a location in a Prohibited Jurisdiction, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of a Prohibited Jurisdiction, nor are you making a contribution for the purchase of imusify Tokens for or on behalf of any such person or entity;
17. you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority;
18. you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of imusify Tokens;
19. you will provide us with details of an NEO Wallet that supports the NEP 5 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as imusify Tokens);
20. you engage or expect to engage in a meaningful number of cryptocurrency or other transactions, such as e-commerce businesses, involving token exchanges or traditional financial institutions, and you understand and accept the risks of participating in token sales relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms;
21. you understand that imusify Token are solely rights to access and use services and products on the imusify Platform, and do not have any attribute that provides the holder with equity, creditor or similar rights. imusify Token should not be considered investments of any type, including but not limited to, any form of currency or security, and the Contributor should not expect profits of any type from acquiring imusify Tokens nor acquire imusify Tokens for any type of investment purposes;
22. you acknowledge you fully understand the contents of the Project Documentation provided by Imusify and are participating in the Token Sale with the intention of fully accepting the risk of the failure of the Imusify Platform;
23. you have carefully reviewed the code of the Smart Contract located on the NEO blockchain and fully understand and accept the functions as further described in the Project Documentation;
24. you are making a contribution primarily to support the development, testing, deployment and operation of Imusify Platform, being aware of the risks associated with it (as further described in Schedule 3 to these Terms), and are not contributing to the Company for any speculative, investment or other financial purposes;
25. you will waive the right to participate in a class action lawsuit or a class-wide arbitration against Imusify, its founders and team members or any entity or individual involved in Imusify project;
26. you understand that you do not have any right against Imusify, its founders and team members or any other party to request any refund of your contribution provided during the Token Sale;
27. you understand that you bear the sole responsibility to determine if your contribution and obtainment of Imusify Token , use of Imusify Token and the potential appreciation or depreciation in the value of Imusify Token over time, the sale and purchase of Imusify Token and/or any other action or transaction related to Imusify Token , Imusify or the Imusify Platform have tax implications for you;
28. you are not a citizen of or resident or domiciled or green card holder in Canada, People`s Republic of China, Singapore, South Korea or the United States of America or making a contribution for the purchase of Imusify Token from a location in Canada, People`s Republic of China, Singapore, South Korea or United States of America, nor are you an entity (including but not limited to any company or partnership) incorporated, established or registered in or under the lawsCanada, People`s Republic of China, Singapore, South Korea or the United States of America, nor are you making a contribution for the purchase of Imusify Token for or on behalf of any such person or entity; and
29. all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of these Terms.
(a) NOT an individual who is a resident of the United States of America, its territories or possessions, any state of the United States of America or the District of Columbia (the "USA") or Canada, the People's Republic Of China, Republic of Korea or Singapore ("Restricted Areas");
(b) NOT a corporation, partnership or other legal entity formed under the laws of either of the countries under the scope of the Restricted Areas;
(c) NOT an agency, branch or office located in either of the countries under the scope of the Restricted Areas of a corporation, partnership or other legal entity that was formed under laws other than those of either of the countries under the scope of the Restricted Areas;
(d) NOT a trust of which any trustee is described in (a), (b) or (c) above;
(e) NOT a legal entity the shares of which are not publicly traded on a securities exchange, and (ii) more than 45% of the shares of which are owned by or for the benefit of an individual or entity described in (a), (b), (c) or (d) above;
(f) NOT a member of any branch of the military of the countries under the scope of either of the countries under the scope of the Restricted Areas; and
(g) NOT an agent or fiduciary acting on behalf or for the benefit of an individual or entity described in (a), (b), (c), (d), (e) or j(f) above.
(a) NOT based, at least in part, on information received or communications exchanged while the Buyer, or the person providing the information or with whom the communication was exchanged, was within the jurisdiction of any of the Restricted Areas;
(b) NOT made from within the jurisdiction of any of the Restricted Areas; and
(c) NOT communicated to Imusify from a source within the jurisdiction of any of the Restricted Areas.
(a) made on his/her own account as principal;
(b) NOT made in anticipation of further distribution of the Imusify Tokens to others; and
(c) NOT preceded, and will not be followed after the end of the Token Sale, by any effort to create or condition a market for the Imusify Tokens in the Restricted Areas.
I, as the Buyer, have read and understood the above representations as well as the Terms.