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Terms and condition
TERMS AND CONDITIONS OF SERVICE
Last update: April 21, 2022
These Terms and Conditions of Service (the „Terms“ or the „Agreement“) constitute the terms of a legally binding agreement between you as a legal entity or an individual (herein denoted as „you“, „your“ or words of the same purport) and us, Arkania protocol LL.C., the company established and existing under the laws of St. Vincent and the Grenadines (herein denoted as „we“, „us“, „our“ of words with the same purport). These Terms govern your use of the website www.arkania.io, www.arkania.app and any of its subdomains as well as any applications related to the website (collectively the “Site”) and the services provided by us to you through the Site (the “Services”).
Unless the capitalized terms used in these Terms are defined in these Terms, they shall bear the general meaning which they normally convey in the same or similar context as are these Terms.
By accessing to or using the Site and/or our Services you represent that you have carefully read, fully understood and without any reservation agree to be bound by Terms as constituting a legally binding agreement between you and us and that by each and every access to or use of the Site or the Services you repeat such full consent to be bound by these Terms, as amended from time to time, as the case may be.
If you are accessing the Site or using our Services on behalf of a business entity or an enterprise (the “Entity”), by each such act you represent your authority to bind such Entity and that such Entity accepts these Terms and that, for such purposes, words “you”, “your” and their derivatives, as used in these Terms, refer to the Entity.
II. GENERAL TERMS AND CONDITIONS
- 1.Description of the Platforms. Through the Site you receive general information about our Services and our technology platforms (each and any of them the “Platform”) including (i) the technology platforms, which enable the creation and entering into certain contracts without the use of legal services (the “Arkania Protocol Platform” or “our Platform”), and (ii) the Arkania Protocol Platform, which is the technology platform enabling various issuers of the Project Tokens to transact directly with you and other purchaser.
- 2.No Advice. Neither we nor any of our Associates invites you to participate in any of the Projects or to make any transaction with a Token. We do not provide you with any advice in relation to portfolio management, legal, accounting, tax, investment or other advice. We do not provide you with any advice about trading techniques, models, algorithms, or other schemes.
III. CERTAIN DEFINITIONS
In addition to the capitalized terms defined elsewhere in these Terms, the capitalized terms below shall bear the following meaning:
- 1.“Affiliate” of a Person means another Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Person at issue.
- 2.“ANIA” or “ ANIA Token” means the Token, which is a unit of the native cryptocurrency issued by us.
- 3.“Associate” with regard to a person means any of the shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, representatives and attorneys of such Person.
- 4.“AML” means anti-money laundering measures required by the applicable laws, including, without limitation, any and all Laws applicable in order to ensure or eliminate the likelihood of the occurrence of the events of money laundering, as well as any actions or operations, irrespective of whether actual and completed or merely attempted, aimed at concealing or disguising the identity or the origin of fiat money, Tokens, or of other things with the actual or assumed material value, by means of their relocation, transfer, transport, collection, including the collection of illicit or illegal proceeds by you or any third Person, such as the material or immaterial property, funds, currency, Tokens or otherwise. In these Terms the AML also means the measures aimed at restricting, limiting or eliminating the events of promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, violation of Economic Sanctions. You acknowledge and agree that our AML measures may require our internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing by you, your Associates or Affiliates.
- 5.“Anti-Corruption” means all Laws applicable to you prohibiting corruption or bribery of Government Officials comprising, without limitation, any kickbacks, inducements, or other forms of commercial corruption or bribery, as well as any attempts to commit such corruption or bribery.
- 6.“Approval” means any authorization such as, but not limited to, the Government-issued approval, certificate, concession, consent, exception, exemption, lease, license, permit, ruling, or waiver, which is necessary or useful in order to conduct the business of either Person or to complete the delivery, execution or performance of the Services or any transaction entered into under this Agreement.
- 7.“CTF” means counter-terrorist financing.
- 8.“Economic Sanctions” means financial sanctions, trade embargos, boycott, export or import controls, as well as any other restrictive trade measures enacted, administered, enforced, or penalized by any Laws, including any measures adopted by any country against the above, applicable to you, us or the Site.
- 9.“Government” means any national, federal, state, municipal, local, or foreign government or its branch, including, without limitation, any agency, arbitrator, arbitral body, bureau, commission, court, department, tribunal, subdivision, or other governmental, government- appointed, or quasi-governmental authority or office exercising the executive, legislative, juridical, regulatory, or administrative power, authority, or functions, including state-owned, state-controlled or P2P company or a business enterprise controlled by or under common control with any of the above.
- 10.“Arkania Protocol Platform” means the program or technology platform, which enables various issuers of the Tokens to transact directly with you and other purchasers of Tokens.
- 11.“Official” means an officer or employee of any Government, the director, officer, or employee of any government unit, a candidate for public office, a political party or a political-party official, the officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, irrespective of the actual capacity and powers of such Person, their duration, and irrespective of whether a Person is in such position for compensation or free of charge; for the avoidance of doubt any Person generally considered a politically exposed person (PEP) constitutes the Official.
- 12.“Laws” means any and all general laws, constitutional laws, international treaties, regulations, generally applicable legislation adopted by the authorized Government bodies, and other laws, as effective and binding, irrespective of whether transnational, federal, state or local.
- 13.“Party” or “Person” means a natural person, an individual, association, partnership, corporation, company, other legal entity, or its corporate body, trust, estate, and any other form of organization, group, or entity, whether or not having acknowledged legal personality under the laws of any Government.
- 14.“Project” means any project organized by a third Party for our contract Parties, which regards the issuance or sale of Tokens, including their initial or secondary offerings.
- 15.“Project Token” means the Token issued, sold or distributed in connection with a particular Project.
- 16.“Prohibited Jurisdiction” means the United States.
- 17.“Prohibited Person” or “Sanctioned Person” refers to any Person or Wallet that is (i) specifically listed in any Sanctions List, (ii) directly or indirectly controlled by any Person or group of Persons listed in or related to a Person on the Sanction List, (iii) the Government or the Official of any Prohibited Jurisdiction, which is subject to any Government Approval that has not been granted or is withheld under applicable Laws.
- 18.“Sanctions List” means the “Specially Designated Nationals and Blocked Persons List” (the “SDN List”) and other non-SDN Lists, as determined in our sole discretion, which may include, but is not limited to, the Sectoral Sanctions Identification Lists published by the Office of Foreign Assets Control of the United States Department of the Treasury, the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the United States department of the Treasury, any terrorist organization or other sanctioned, restricted, or debarred party list published by the member of the Caribbean Financial Action Task Force, the Financial Intelligence Unit of Egmont Group, Financial Services Authority or Financial Investigation Authority of St. Vincent and the Grenadines or any Person targeted by or restricted under the Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, St. Vincent and the Grenadines (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in St. Vincent and the Grenadines).
- 19.“Token” means a digital representation of what is generally known as cryptocurrency, which typically includes blockchain-based assets or rights including sovereign cryptocurrency or virtual currency (such as BTC or ETH) that functions as (i) a medium of exchange, and/or ii) an account balance unit, and/or (iii) storage of a certain value, and/or (iv) other similar digital representation of rights or assets, which is, in all of the above cases, neither issued nor guaranteed by any country or jurisdiction and does not have the legal tender status in any country or jurisdiction.
- 20.“User” refers to you and any other Person which is the past, current or potential user of the Site or any of the Services.
- 21.“Wallet” means a software application or other mechanism, which serves as a means for holding, storing, and/or transferring Tokens or their fractions.
IV. INFORMATION AND IDENTITY CHECKS
- 1.We endeavor to provide you with safe, compliant and reputable Services and, at the same time, to identify, detect, prevent, and report on the acts of money laundering, terrorist financing and other illegal activities under applicable Laws. Accordingly, we may, in our sole discretion, conduct a comprehensive and thorough User due diligence review process and the ongoing or the irregular analysis and reporting. By accessing the Site or using our Services, you declare and confirm that you are not a Sanctioned Person nor you have been suspended or prevented from using the Site or Services by us or by any Government authority and that you are not utilizing the Services for the benefit of a Sanctioned Person. You understand and consent that you will provide us promptly with all information requested or necessary to satisfy our due diligence requirements and obligations as set in our sole discretion. You agree to provide us promptly with any and all documentation, information or records requested by us at any time, including, but not limited to, your self-certification, which will permit us to determine your tax residence and status under applicable Laws. Such information may include, but is not limited to, the certifications as to the beneficial ownership, partnership or affiliation with other Persons. You agree and understand that we may need to retain certain information, documentation, and records on file in accordance with the applicable Laws and our contractual relationships, and that we reserve the right to keep such information and documentation on our records. Additionally, we may monitor you to analyze and assess the suspicious or prohibited transactions under applicable Laws and that we do mandatory reporting to the relevant national and international regulators. You acknowledge and agree that these undertakings shall apply even when you suspend or terminate your relationship with us. Our policies apply to any and all Tokens and other funds or property being exchanged on or through the Site by you or any of your Affiliates.
- 2.Reservation of Rights. We reserve the right to prevent or thwart any transactions on the Site or by using the Services, for or with any Person for any legitimate reason or no reason, subject to certain limitations imposed by applicable Laws. At all times, you may become the subject to the enhanced due diligence procedures with regard to your use of the Site or the Services. If you decline to provide us with the requested due diligence information or you fail to reply timely or substantively with the documentation or data requested, we have the absolute discretion to immediately suspend or terminate our Services to you.
- 3.Accuracy of Information. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AND MATERIALS THAT YOU PROVIDE TO US IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION AND MATERIALS THAT YOU PROVIDE TO US IN CONNECTION WITH YOUR BACKGROUND CHECKS CONDUCTED BY US. YOU HEREBY REPRESENT AND WARRANT THAT (i) ALL SUCH INFORMATION AND MATERIALS ARE TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS, COMPLY WITH ALL APPLICABLE LAWS, STANDARDS, RULES AND REGULATIONS AND DO NOT VIOLATE OR INFRINGE ANY THIRD-PARTY RIGHTS, AND (ii) YOU WILL IMMEDIATELY NOTIFY TO US AND CORRECT ANY INACCURACIES IN ANY SUCH MATERIALS OR INFORMATION.
- 4.Acknowledgment. YOU ACKNOWLEDGE THAT WE MAY CHECK YOUR BACKGROUND AND IDENTITY ANYTIME IN OUR SOLE DISCRETION. YOU AUTHORIZE US TO MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATIONS WE CONSIDER NECESSARY OR HELPFUL TO VERIFY YOUR IDENTITY AND TO TAKE ANY ACTIONS WE DEEM NECESSARY OR APPROPRIATE BASED ON THE RESULTS OF SUCH INQUIRIES AND INVESTIGATIONS. YOU FURTHER AGREE THAT WE MAY CARRY OUT SUCH INQUIRIES AND INVESTIGATIONS DIRECTLY OR THROUGH THIRD PARTIES, WHEAREAS YOU UNDERTAKE TO FULLY RESPOND TO THE INQUIRIES OR INVESTIGATIONS CARRIED OUT BY US OR SUCH THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT WE MAY, IN OUR SOLE DISCRETION, DENY YOU THE RIGHT TO USE THE SITE AND THE SERVICES WITHOUT ANY LIABILITY FOR ANY DAMAGE OR OTHER LOSSES ARISING IN CONNECTION WITH ANY INQUIRIES OR INVESTIGATIONS. YOU FURTHER UNDERTAKE NOT TO CHALLENGE OR QUESTION SUCH PROCEDURES.
- 5.Wallets. YOU ACKNOWLEDGE AND AGREE THAT (i) WE HAVE NO CONTROL OVER ANY WALLET THAT YOU MAY USE, (ii) ALL WALLETS ARE PROVIDED BY THIRD PARTIES THAT WE HAVE NO RIGHT OR ABILITY TO CONTROL, (iii) ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY WALLET PROVIDER IS BETWEEN YOU AND THAT THIRD PARTY WALLET PROVIDER, AND (iv) ANY DISPUTE BETWEEN YOU AND THE OTHER PARTY TO YOUR TRANSACTION IS SOLELY BETWEEN YOU AND SUCH OTHER PARTY, WHEREAS WE SHALL NOT ENTER ANY SUCH DISPUTE IN ANY CAPACITY WHATSOEVER.
- 6.Additional Terms. We may require you to agree with certain additional terms and/or policies from time to time in connection with your use of the Site or Services, in particular with any future amendments of these Terms. You agree that such terms shall apply to you upon their publication on our Platform, regardless of whether you have acknowledged yourself with them or not. You further agree that any of your actions on the Platform shall constitute your consent with the Terms as amended by such amendments or policies.
- 7.Personal data. By accessing our Site and using our Services, as well as by each case, in which you provide us with certain information about yourself, your employees and Affiliates, you represent and warrant that you have the right to provide us with all such information without any restriction whatsoever and that you agree with our and our Affiliates' processing and transferring of all such information and data.
- 9.Changes to the Agreement. You understand and agree that we may at any time in our sole discretion amend and change these Terms without prior notice for any reason whatsoever. You may read the updated and effective copy of the Agreement constituted by these Terms at any time by selecting the appropriate link on the Site. By your access to the Site or use of the Services, you impliedly grant your consent with the current version of the Terms as amended. The revised Terms become effective at the time of their posting on the Site, and your use of the Site or Services on or after such time constitutes your acceptance of the revised Terms. If any change to the Terms is not acceptable to you, then your sole remedy is the cessation of using the Site and the Services.
- 10.Consideration. We provide you with access to the Site free of charge. In exchange for this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Site, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain Services and other certain uses of the Site. In such events we will notify you of those fees before your obligation to pay them shall arise.
- 11.Jurisdictional Issues. We make no representation that materials on the Site or the Services are appropriate, lawful or available for use in your or other location or jurisdiction. It is your sole responsibility that you use of the Site and Services fully in compliance with all Laws applicable to you or the jurisdiction in which you operate. Each Person, including you, accessing or using the Site or Services does so on its own behalf and is fully responsible for its compliance with all applicable Laws.
- 12.Eligibility. You are not allowed to use or exploit this Site or the Services if you are (i) a natural person less than 18 years old, (ii) a Person located or residing in, or formed under the Laws of, a Prohibited Jurisdiction, or (iii) a Person otherwise prohibited to do so under these Terms.
- 13.Mobile Services. Usually, you may access the Site or its portions through a mobile device, such as a mobile phone, tablet and through other wired or wireless devices. You understand and acknowledge that your mobile services provider’s fees for data, messaging and other rates and fees shall apply in full to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile services provider. You acknowledge that certain Mobile Services do not work with all data carriers or devices. Therefore, you are solely responsible for checking with your mobile services provider if and which Mobile Services are available for your mobile device(s) and to check if and which restrictions and the costs apply to the mobile services used by you. You agree that you will use the Site and that you will apply the related Mobile Services in accordance with these Terms. We are not liable to any party for any loss or damage resulting in whole or in part from any malfunction or delay of the Site or Service to you to the extent that such malfunction or delay arises from, or is related to, your mobile services provider.
V. REGISTRATION, ACCOUNTS
- 1.Log-In Credentials. While you may always browse the public portions of the Site without registering with us, in order to access certain portions of the Site, we may require you to register your account with us or a third party service Fractal ID (the “Account”) or meet certain other criteria determined by us in our sole discretion.
- 2.Account Security. You are solely responsible for the security of your Account, and you are fully responsible for all activities that occur through the use of your Account. You agree to notify us immediately at [email protected] if you suspect or have learned of any unauthorized use of your log-in credentials, or of any other breach of security with regard to your Account. We will not be liable for any loss or damage arising from the unauthorized use of your Account credentials. You acknowledge that additional or different log-in credentials may be required to access Third-Party Services.
- 3.Revocation of Access. We reserve the right to disallow, cancel, remove or reassign certain usernames and other information associated with an Account in appropriate circumstances, which shall be determined by us in our sole discretion. You acknowledge and agree that we may, with or without prior notice, suspend or terminate your Account if we notice certain activities on your Account which, in our sole discretion, would or might constitute a violation of these Terms, or may cause damage to or impair the Services or the Site, infringe or violate any third-Party rights, damage or bring us into disrepute or violate any applicable Laws. We reserve the right to terminate your Account immediately without notice and without any liability to you or any third Party, if the messages sent to the e-mail address you have provided to us are returned as undeliverable.
Any purchase of Tokens, including, without limitation, the Project Tokens, and any other transactions anticipated herein, are irreversible transactions, which you cannot cancel and from which you cannot withdraw in any way whatsoever, irrespective of the grounds for such cancellation or withdrawal after you express the consent with such a transaction.
We do not guarantee the existence or continuation of any market for any of the Tokens or the maintenance of any value of the Tokens, and we do not undertake to carry out any intervention for such purposes. We do not agree, either expressly or impliedly, to purchase from you any Token, including those issued, sold or distributed by us. You agree that we shall neither purchase or repurchase the Tokens, nor organize or ensure such purchase or repurchase by another Person.
VII. INTELLECTUAL PROPERTY RIGHTS
- 1.License. Subject to your complete and ongoing compliance with these Terms, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Services and Site solely in strict compliance with the provisions of these Terms and as permitted by the functionalities of the Services and Site available to you at the particular moment.
- 2.Content. Unless we provide specifically otherwise in these Terms, the content and the Services that we provide to you on the Site, including, without limitation, any text, graphics, software, interactive and non-interactive features, information and other materials (collectively the “Content”), is protected by our copyright or other intellectual property rights and is owned by us or our licensors. In addition, we or our licensors own all design rights, database, compilation rights and other intellectual property rights in and to the Services and Site, irrespective of whether registered or not, as well as any related or accumulated goodwill.
- 3.Marks. Our domains, domain names, trademarks, service marks, logos, logo names, brand names, service marks and source codes (collectively the “IP”), used or displayed on the Site or in connection with our Site or Services are our intellectual property and industrial property, whether registered or unregistered, and are protected in various jurisdictions in accordance with the applicable Laws. To each of the above we hereby claim our copyright and priority rights, unless they are unprotectable under the applicable Laws in certain jurisdictions, or if we specifically refer to them as to the IP of another Person.
- 4.Restrictions. Nothing in these Terms or on the Site will be construed as granting you or any other Person, by any means whatsoever, any additional right or privilege, which is not granted expressly in writing and prior to your first use of such a right or privilege.
- 1.General. Certain features on the Site may allow you to submit or upload (herein collectively “Submit”) certain content to the Site directly or through us, which may comprise the User profile content and/or certain other materials (herein, including each of its elements, the “User Content”). With regard to all User Content that you Submit, you hereby grant us and the third Parties we work with a worldwide license to use, adapt, modify, exploit, host, store, transmit, reproduce, reverse-engineer or create derivative works. You further agree that we may without any restriction publish, publicly perform, display and distribute such User Content for various purposes, such as (without limitation) the operation, promotion or improvement of our Site and of the Services for your benefit or convenience, as well as for the benefit or convenience of any other User.
- 2.Disclaimer. We are under no obligation to edit or control the User Content that you or other Person Submits, and will not be in any way responsible or liable for your User Content or for the User content of any third Person. We reserve the right at any time and without prior notice, to search, screen, review, remove, edit or block any User Content that in our sole judgment violates the Terms or has the potential to become detrimental to us, particularly (without limitation) if it is or might in our judgement be viewed as actually or potentially abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (herein collectively the “Inappropriate Content”). Further, we may, in our sole discretion, take any action we deem necessary, appropriate or convenient against any User who Submits the Inappropriate Content, including, but not limited to, warning the User or suspending or terminating such Person’s Account.
- 3.Restrictions on Use of the Site and Services. Without limiting any other terms of this Agreement, you agree that you will neither do, nor attempt to do any of the following:
a) decipher, decompile, disassemble or reverse engineer any of the designs, software or source code used for the Site;
b) use any device, software or other means interfering with the proper operation and working condition of the Services or the Site, or of any activity conducted in relation to any of them;
c) delete or alter any material, including any portion of such material, which we or other User or Party provide or make available on the Site;
d) frame or link to any of the materials or information available on the Site;
e) use or exploit any of our IP in any manner that is not expressly permitted by these Terms;
f) access, tamper with or use the non-public areas of the Site in violation of these Terms or in violation of the rights of any third Person, including other User, as well as with our, or our hosting company’s computer system(s), infrastructure or the technical delivery system(s) of our or our hosting company’s subcontractor(s);
g) provide us with any false information or to withhold from us or omit any important information;
h) create a false identity or impersonate another Person;
i) restrict, discourage or inhibit any Person from using the Site;
j) use the Site, without our prior express written consent, for any unauthorized purpose;
k) gain unauthorized access to the Site, other Users’ Accounts or to other computers or websites connected with or linked to the Site or Services;
l) transmit to us, the Site or User any virus, worm, spyware, malware, ransomware, or any other computer code, file or program, in particular if it is designed or intended to alter, disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or of any feature or other aspect of the Site or Services or communications equipment and computers supporting the Site or Services;
m) violate any Laws or any provision of these Terms;
n) assist, permit or enable any Person to engage in any of the prohibited activities described above.
4. Decisions of Courts and Authorities. It is our policy to comply with all requests, court decisions, court orders, subpoenas, warrants, liens, administrative decisions and administrative or other binding orders, which on their face seem valid and issued by any Government. You acknowledge that any of these may adversely affect your access to your Account, your funds and our Services to you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with the applicable Laws or any of the above.
5. Third-Party Services. We and our Associates may contract with Persons, including those providing research analysis or other information related to the Services, to provide us with certain data, information, insights, analysis, and articles that are made available through the Site or in connection with the Services. We may provide links to third-Party websites or other online properties that are not owned or controlled by us, to the service providers or for the purposes of the services that are not controlled by us (hereinafter the “Third-Party Services”). In this regard you may be bound by certain additional terms required by the Third-Party Services providers. We or our Associates make no representations about, and accept no liability for, any Third-Party Services or continuation or their operation. We and our Associates are not responsible for the accuracy or reliability of any information, data, procedures, policies, opinions, advice or statements made in connection with the Third-Party Services.
6. Feedback. If you provide us with your input or suggestions regarding certain problems, or with your proposed modifications or improvements to the Site or Services (the “Feedback”), you hereby grant us the non-exclusive, perpetual, unlimited in any respect, irrevocable, transferable, sublicensable (through multiple tiers), worldwide and royalty-free right and license to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, fee or other payment due to you or any third Person.
7. Governing Law and Dispute Resolution.
a) Governing Law. This Agreement shall be construed and interpreted in accordance with the Laws of Saint Vincent and the Grenadines, without giving effect to its provisions on the conflict of laws.
b) Dispute Resolution. Unless specifically provided otherwise elsewhere in these Terms, any controversy or claim arising out of or in relation to these Terms or their interpretation, breach, termination or validity, shall be resolved before the general courts of Saint Vincent and the Grenadines, with the venue and subject matter jurisdiction over the matter at dispute. The language of the arbitration proceedings shall be English.
c) Third Party Disputes. ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN RELATION TO YOUR USE OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY SMART AGREEMENT, PROJECT, OR TOKENS, IS AND WILL BE DIRECTLY AND ONLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE US AND OUR ASSOCIATES FROM ANY AND ALL YOUR CLAIMS, DEMANDS AND DAMAGES, WHETHER ACTUAL OR CONSEQUENTIAL, OF ANY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY IN CONNECTION WITH US, THE SITE, THE SERVICES OR THE ABOVE DISPUTES.
8. Limitation of Liability and Disclaimer of Warranties
a) WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE, THE SERVICES OR ANY CONTENT THEREON AND WE PROVIDE THEM ON THE “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR OTHER PROMISES OF ANY KIND FROM US. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
b) WITHOUT LIMITING ANY SPECIFIC PROVISION TO THE CONTRARY, WE MAKE NO WARRANTY THAT THE SITE, SERVICES, OR ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE, SERVICES OR ANY CONTENT THEREON RESULTS IN THE DAMAGE SUCH AS, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACEMENT OF ANY PROGRAM, DATA CARRIER, EQUIPMENT OR OTHER HARDWARE, WE ARE NOT RESPONSIBLE FOR SUCH COSTS.
c) IN NO EVENT WE WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM THE LOSS OF DATA, OPERATION DISRUPTION OR BUSINESS INTERRUPTION RESULTING FROM, OR ARISING IN CONNECTION WITH, THE SERVICES, THE SITE AND ITS CONTENT, WHETHER BASED ON THE LAW, WARRANTY, CONTRACT, TORT (INCLUDING FOR NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF WE HAD BEEN ADVISED BY A THIRD PARTY OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGE. YOU AGREE THAT NO CIRCUMSTANCE WILL JUSTIFY OR PROVIDE GROUNDS FOR OUR LIABILITY TO YOU OR ANY THIRD PARTY.
d) WE WILL NOT HAVE ANY LIABILITY TO YOU, WHICH WOULD ARISE IN CONNECTION WITH (A) ANY OUTAGE OR UNAVAILABILITY OF THE SERVICES, SITE OR ANY PROBLEMS YOU MAY EXPERIENCE IN PARTICIPATING ON THE SITE OR OUR SERVICES, (B) ANY BREACH OF SECURITY, WHICH WOULD IMPAIR ANY FEATURE, CONTENT OR SERVICES PROVIDED THROUGH OR ON THE SITE. YOU BEAR ALL RISKS OF USING THE SITE AND THE SERVICES AND YOU AGREE TO PARTICIPATE ONLY TO THE EXTENT YOU ARE WILLING AND ABLE TO LOSE THE AMOUNTS, EFFORTS OR TIME SPENT AND/OR INVESTED.
e) YOU ACKNOWLEDGE AND AGREE THAT THERE MAY OCCUR INADVERTENT TECHNICAL OR FACTUAL INACCURACIES OR TYPOGRAPHICAL ERRORS OF THE INFORMATION OR MATERIALS ON THE SITE OR IN CONNECTION WITH THE SERVICES, AND YOU AGREE THAT WE MAKE NO WARRANTIES OR OTHER REPRESENTATIONS OR GUARANTEES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. WE GRANT NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE YOUR OR THIRD-PARTY COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE OR PROVIDED IN CONNECTION WITH THE SERVICES.
f) NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
g) WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE SITE OR IN OUR SERVICES WILL ACHIEVE ANY OR A PARTICULAR RESULT, OUTCOME OR GOAL. YOU ACKNOWLEDGE THAT PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE PERFORMANCE OR RESULT. YOU ACKNOWLEDGE, AGREE AND ACCEPT THAT VOLATILITY AND THE MARKET PERFORMANCE IN ANY PAST PERIOD IS NOT INDICATIVE OF THE FUTURE, AND THE MARKET PERFORMANCE IN THE PAST MAY BE FAR DIFFERENT FROM THE SAME IN THE FUTURE PERIODS. YOU ACKNOWLEDGE, AGRE AND ACCEPT THAT YOU MAY LOSE YOUR INVESTMENT IN PART OR IN FULL. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE MAKE NO GUARANTEE OR OTHER COMMITMENT ABOUT YOUR ABILITY TO ACCESS OR USE THE SITE OR THE SERVICES.
9. Your Representations and Warranties. You represent and warrant to us on the date of your express or implied (assumed) acceptance of these Terms, and on each day thereafter, including the dates on which you access the Site and the dates on which we amend the Terms, in each case with a reference to the facts and circumstances existing at each such date, as follows:
a) if you are an individual User, you are 18 years of age or older and that you have the capacity to contract under applicable Laws and, in case your jurisdiction requires a greater age or the occurrence of another event to assume the full legal capacity, that you have reached such a greater age or that such an event has already occurred;
b) if you access the Site or use the Services on behalf of a legal entity, (i) such legal entity is duly organized and validly exists under the applicable laws of the jurisdiction of its organization with unlimited legal capacity of all of its directors, and (ii) you are and continue to be duly authorized by such a legal entity to act on its behalf in the full scope of these Terms and in any actions occurring or caused in this regard;
c) you understand and assume without any reservation the risks associated with using of the Site and the Services and you declare that no applicable Laws or the decision of any Government prevents you from using the Site or the Services;
d) you have had the opportunity to seek and consult your legal, accounting, tax and other professional advice regarding these Terms, the Services as well as regarding the risks and obligations resulting therefrom;
e) you will not use the Site or any Services in order to conceal or disguise the criminal or terrorist origin or purpose of the money or proceeds, or to commit any breach of the applicable AML or CTF Laws, or to deal in any unlawful Tokens, property, funds, or proceeds;
f) you will not transact on the Site or use any Services with anything other than Tokens that have been legally obtained by you, which are lawfully owned by you and that legitimately belong to you, in particular that the Tokens used by you are not a subject of a pledge or lien or another security or of an unfinished transaction;
g) you fully comply with all Laws that relate to or affect the Services conducted under these Terms, including the AML, CTF Laws, Anti-Corruption Laws, Economic Sanctions and other applicable Laws;
h) you consent that we make the tax and information reporting under AML, CTF Laws, Anti-Corruption, tax Laws or Economic Sanctions on request of any Government or as we may at our discretion reasonably determine;
i) neither you nor any of your Affiliates will use any Services directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or of any Person, which is a subject of the Prohibited Jurisdiction, (ii) in violation of, or as prohibited, restricted or penalized under the Laws governing the Economic Sanctions, or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under the applicable AML, CTF Laws, or of the Laws governing the Economic Sanctions;
j) neither you nor any of your Affiliates is or was (i) a Sanctioned Person, (ii) owned directly or indirectly, with title or beneficial ownership, on record or off-record, by a Sanctioned Person, (iii) involved in any transaction, transfer, or conduct that is likely to result in you or your Affiliates becoming a Sanctioned Person, (iv) residing or domiciled in, or transferring Tokens or property to, from, or through any Wallet or other account in a Prohibited Jurisdiction, or engaging in any transaction on the Site from a Prohibited Jurisdiction.
k) neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, nor has offered, promised, given, or authorized the giving of anything of value, including, but not limited to, any Token, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
l) you has not and will not alter or falsify any Site or Service registration, or administration details provided to us or any Project;
m) you has not and will not falsify, withhold or materially omit any information or provide misleading or inaccurate information, which we have requested you to provide us with in connection with any Project or relating to, or arising from your activities on the Site or use of any Services, including, without limitation, registration, administration, regular or random checks or due diligence processes and, if such information becomes later outdated or incorrect, including information relating to your legal, title or beneficial ownership, you will promptly provide us with the corrected data and information;
n) you acknowledge and agree that any Wallet you use in connection with the Services, other than a Wallet provided on the Site by us to enable you to interact with us and the Services, it shall be at all times wholly controlled and owned by you and that no Person other than you has any right, title or interest in the Wallet;
o) you acknowledge and agree that any transactions undertaken through your login credentials, your authorized e-mail address, which are on the file with us, or using your Wallet in connection with the Services, are and will be deemed legally effective, valid and in a definitely binding and conclusive manner;
p) you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and timely pay in full any and all taxes;
q) (i) you have created or you otherwise own the legal and beneficial title to the User Content submitted by you, or you have, on other undisputable legal grounds, the right to grant the license provided by you to us under in these Terms, (ii) your User Content and its use by you or by us as assumed in these Terms, does not and will not violate any right of any third Person, (iii) your submission of the User Content does not and will not require us to pay any amounts or to provide any attribution to you or any other Person, and (iv) your submission of the User Content will not result in a breach of a contract between you and a third Person, and will not infringe the rights of any Person or violate the applicable Laws;
r) you will accurately and promptly inform us if you learn that any of the above representations or warranties becomes incorrect or is no longer correct;
s) you are fully aware of, acknowledge and accept the risks associated with buying, trading in and using the Tokens, including, without limitation:
- 1.that the market prices of Tokens, including, without limitation, the Project Tokens, are volatile and highly unpredictable, and that any Tokens may even become unvaluable. Whether the future market price of a Token will move up or down, or will remain, as well as what is the current value or future value of the Token is a mere speculation and impossible to know or control.
- 2.Markets for Tokens can at times become illiquid, which means that there can be a scarcity of Persons or no one, who would be willing to trade in them at a time. Rarely traded or illiquid markets have a potential for increased risks of loss as they become subject to high volatility of prices. In such markets the market participants may find it impossible to liquidate their market positions except for the sale at very unfavorable prices, for low value consideration or for no consideration at all. There is no guarantee that the markets for any Token will be active and liquid or that any particular market will put you in a position to establish or liquidate your positions in the Tokens when they have the desired or favorable prices.
- 3.The legality of owning or holding Tokens, trading in them, buying or selling them is or may become uncertain or dubious. You are fully aware that the Laws, their construction, interpretation and the subsequent legality varies and changes across jurisdictions in the world. Therefore your buying, holding, trading in or selling Tokens is or may become illegal or legally unclear. Whether and on what grounds a Token may constitute property or an asset, may vary from one jurisdiction to another. You are therefore responsible for knowing and understanding the Laws applicable to you and all other relevant issues, such as your property, the Tokens, use of the Site and of the Services.
- 4.Tokens transferred into a Smart Contract may become commingled with the Tokens of other Users. Transferring your Tokens into the Smart Contract exposes your Tokens to the risks of total loss because of, among other things, the security breaches from cyber-attacks that may hack and steal the Tokens and critical data, the electronic or technological failures that impede or prevent market access and market performance, interruption or discontinuation of data transmissions, the recordkeeping errors and any insolvency, bankruptcy, material financial losses of or incurred by the seller, issuer or their Associates.
t) You acknowledge and agree that the issuer or some other selling party may freeze the Smart Contract, in its sole discretion, if you or another User are believed by them to be engaged in a suspicious activity or to be in breach of the Terms.
u) You acknowledge and agree that we operate and administer the Site without being (i) a counterparty to any purchase or sale of any Tokens by and between you and any third Party, including, without limitation, the purchase of the Project Tokens, irrespective of whether organized by us or not, and (ii) a counterparty to any SMART Agreements you enter into by and between you and any other Person. We have no financial responsibility or liability for any failure of the transaction or market participants to honor their payment or delivery obligations. There is always a risk that one or more market participants will deny their obligation or refuse to perform, default, or otherwise fail to honor their obligations or will be unwilling or unable to abide by the terms of their contracts. In such events, you or other market participants may and will likely incur financial losses.
v) You acknowledge and agree with the inherent risks associated with holding or owning Tokens and/or Wallets, such as the risk of loss, theft or hacking.
w) You acknowledge and agree that you have had the opportunity to consult your legal, tax, investment and other counsel in connection with these Terms and any of your transactions in this regard. You agree these Terms will not be construed against you or us as a drafter.
1O. Indemnification. To the fullest extent permitted by Law, you agree to defend, indemnify and hold harmless us and our Associates from and against any claims, actions or demands, whether substantiated or not, including, without limitation, any reasonable legal or accounting fees, arising or resulting from (i) your breach of these Terms, (ii) your access to, the use or misuse of our Content, trademarks or any part of the Site or Services, and (iii) any false, inaccurate or misleading information you provide us with. We will provide notice to you of any such claim, lawsuit or proceedings. You undertake to keep all your contact details and contacts up to date and in a good working condition to enable us to contact you and carry out such a delivery. We reserve the right to assume in our sole discretion the exclusive defense and control of any matter which is subject to indemnification by you and at your sole expense if we, in our sole discretion believe that you may be unwilling or incapable of defending our interests better than us. In such a case, you agree to assist, at your sole expense, our legal defense team with any reasonable requests, including the request for data, documentation or any other evidence. Notwithstanding the foregoing, nothing contained in these Terms shall constitute a waiver by any User of any of his, her or its legal rights under the applicable Laws or any other Laws.
11. Term and Termination.
Term. The term of this Agreement between you and us commences upon the earlier of your first access to the Site or your use of the Services and shall continue until the lawful and effective termination of this Agreement by you or us in accordance with these Terms.
12. Suspension, Termination and Cancellation. You may terminate this Agreement by (i) sending the written notice of termination to us at [email protected] and (ii) the immediate subsequent ceasing of your use of the Site and the Services. Without prejudice to the above, we reserve the right to restrict, suspend, or terminate your access to any, some or all sections or parts of the Site or Service, or to terminate this Agreement at any time without our prior notice and without any liability on our part, in all events at our sole discretion, in particular if you breach any provision of this Agreement or violate the rights of any third party on or through the Site. In addition, we reserve the right to change, suspend, or discontinue all or any part of the Site at any time without our prior notice, for no compensation whatsoever and without any liability.
13. Perpetual continuation and survival. Each of your indemnities, representations, warranties, promises, arrangements and agreements contained in these Terms or made pursuant to these Terms shall survive the termination of these Terms indefinitely and shall remain in full force and effect without any limitation.
14. Consent with the Electronic Communications. By using the Site you agree without any reservation with the electronic communication with us and our privacy policies.
15. Miscellaneous. You agree that neither these Terms and the Agreement formed between you and us by these Terms, nor the use of the Site or Services, create or constitute your joint venture, partnership, employment or agency relationship with us, any of our Affiliates or any third Party.
16. Severability. If any provision of this Agreement is found or declared invalid by any court or other Government authority with the jurisdiction over the matter, it will not affect the validity of the remaining provisions or parts of this Agreement, which remain and shall be considered in full force and effect.
17. No Waiver. Our omission or failure to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision or any obligation under this Agreement. No waiver will be effective unless made by us expressly and in writing, and no such waiver will be construed as a waiver in any other, prior or subsequent instance or circumstances.
18. Entire Agreement. These Terms constitute the entire agreement between you and us with respect to its entire subject matter. The Agreement formed by these Terms supersedes all prior or concurrent agreements or understandings, whether express, implied, written or oral, between us and you or between you and/or any other Persons with regard to the subject matter of this Agreement.
19. Headings. The headings of various sections, provisions, articles or clauses of this Agreement are provided merely for the reader's convenience and will not be used to construe or interpret such sections, provisions, articles or clauses of this Agreement.
20. Assignment. This Agreement will inure to the benefit of our and your legal successors and permitted assigns. You may not assign this Agreement or any of the rights, claims or licenses granted hereunder without our prior express written consent. We may assign this Agreement in writing, wholly or in part, including each and all of our rights and obligations hereunder, without any restriction whatsoever.
IX. TERMS SPECIFIC TO OUR PLATFORM
- 1.Use of the Platform. We operate the Platform located at www.arkania.io, www.arkania.app and the related subdomains. The Platform facilitates the drafting, executing and enforcing the contracts between you and other Users by enabling the execution of simple contracts (the “Smart Agreements”) that contain certain basic contract terms.
a) To enter into a Smart Agreement, its parties (the “Smart Parties”) must send the Tokens subject to the terms of the Smart Agreement (the “Deal Tokens”) to a Wallet as designated by us on the Site (the “Escrow Wallet”). The Escrow Wallet shall hold the Deal Tokens in escrow pending completion of the actions detailed in the Smart Agreement. For the avoidance of doubt, the Escrow Wallet is a pre-programmed Wallet, and the Deal Tokens may only be released to the benefiting Party(ies) upon mutual consent of the Smart Parties. If, in case of a dispute between the Smart Parties, the Smart Parties fail to jointly authorize the release of the Deal Tokens, such a dispute shall be resolved in arbitration pursuant to these Terms.
b) You hereby acknowledge and agree that if you enter into a Smart Agreement with any other User or third Person, the provisions of the Smart Agreement shall be binding upon, and shall inure to the benefit of, the Parties thereto and their respective heirs, legal successors, authorized personal representatives and the permitted assigns.
2. Tokens and Staking. Our Platform integrates our native ANIA Token in the various cases of its use on the Platform, as we determine in our sole discretion.
3. Dispute Resolution and Arbitration. Should any dispute arise between the parties to the Smart Agreement (the “Disputing Parties”) arising out of or in relation to the Smart Agreement, including the issues of its breach, termination, validity, its construction or interpretation, which had not been resolved amicably within five (5) business days (the “Dispute”), the Dispute shall be resolved in accordance with the arbitration rules applicable for our Platform (the “Arbitration”).
a) Commencement of Arbitration. The Arbitration shall commence by being notified by the Party to the Dispute by the method provided for by us on the Site.
b) Selection of Arbitrators. Once the Arbitration has commenced, we shall select three arbitrators at random or by employing any method, as we deem appropriate in our sole discretion (the “Arbitration Panel”). The Arbitration Panel shall be selected solely from the Persons that are listed as Arbitrators in our Arbitrators' List on the Site.
c) Payment of the Collateral. Each of the Disputing Parties shall send an equal certain number of ANIA Tokens, as specified by us in our sole discretion with due regard to the value of Tokens at Dispute, to be held in the escrow by the Arbitration Panel as the collateral (the “Collateral”) for the pending Dispute (the “Arbitration Tokens”). The Arbitration Tokens shall be distributed upon conclusion of the Dispute as set forth in these Terms. This will be described in more detail on our Site.
d) Arbitration Proceedings. The Disputing Parties shall have the opportunity to present the evidence and arguments supporting their respective claims. The Arbitration Panel shall consider and apply the evidence and arguments to render their final decision. Once the majority of the Arbitrators on the Arbitration Panel renders its decision over the Dispute, the Arbitration shall be deemed final and binding.
e) Fees and Collateral. Following conclusion of the Arbitration, (i) the Collateral of the Disputing Parties shall be returned to the respective Party’s Wallet, less the Arbitration fee or its part as set forth by the Arbitration Panel for each Party in its sole discretion, and (ii) the Tokens subject to the Smart Agreement shall be distributed to the respective Smart Party or Smart Parties as determined by the decision of the Arbitrators.
f) Venue and Language. The Arbitration shall take place remotely through our Platform. The language of the Arbitration shall be English.
g) Final and Binding Decision. The decision of the Dispute issued by the Arbitration Panel shall be final and binding on each Party to the Dispute. In the event a Party to the Dispute fails to act or to continue to act in the Arbitration proceedings, or appeals or challenges the Arbitration award without success, or fails to comply with the Arbitration award (the “Breaching Party”), the other Party to the dispute shall be entitled to be fully compensated for the costs of the dispute incurred and the reasonable attorney’s fee spent in connection with the Arbitration Proceedings the at the expense of the Breaching Party.
x. TERMS SPECIFIC TO THE ARKANIA PROTOCOL PLATFORM
- 1.Use of the Arkania Protocol Platform. We operate the Arkania Protocol Platform, which is located at www.arkania.io, www.arkania.app and the related subdomains to provide you and other Users with access to certain technology platform(s). Such access will enable the Users qualified under these Terms to buy the Tokens introduced by third Parties (the “Project Tokens”) and to interact and transact with their issuers (the “Projects”), usually stable coins as BUSD, USDT, or USDC in their ICO or IDO phases. We shall endeavor to ensure that the Projects and the Project tokens are well-sourced.
- 2.Access to the Arkania Protocol Platform. The ownership of staked at least 10 000 (ten thousand) ANIA Tokens by the User gives such User the right to access the Arkania Protocol Platform. We may decide in our sole discretion, which other rights or access each tier of Arkania Protocol Token holders will receive.
- 3.Lottery Ticket. Each User having the right to access the Arkania Protocol Platform will be issued 1 (one) Lottery Ticket to participate in the IPOs and IDOs through the Arkania Protocol Platform. In case the Lottery Ticket of the User is drawn, such User will have the right to purchase the Project Tokens in accordance with Clause 4. (Purchase of Project Tokens) below.
- 4.Purchase of Project Tokens. In case the Lottery Ticket of the User is drawn, (a) such User which owns at least 10 000 (ten thousand) ANIA Tokens is entitled to buy up to USD 250.- worth of the Project Tokens as calculated in their pre-sale prices, (b) such User which owns at least 20 000 (twenty thousand) ANIA Tokens is entitled to buy up to USD 500.- worth of the Project Tokens as calculated in their pre-sale prices, and (c) such User which owns at least 50 000 (fifty thousand) ANIA Tokens is entitled to buy up to USD 1000.- worth of the Project Tokens as calculated in their pre-sale prices.
- 5.Token Purchase Agreement. If you decide to purchase Project Tokens through the Site, that purchase (i) may be subject to the additional terms of the Project with regard to the purchase and sale of the Project Tokens (the “Token Purchase Agreement”), (ii) you may be required to comply with certain additional disclosures of information and documents at the sole discretion of the Project (the “Additional KYC”), and (iii) may be subject to certain additional limitations or restrictions determined and set forth by or the Project. We will provide technological and administrative services to both you and the Project to facilitate your acquisition of the Project Tokens. You acknowledge and agree that (A) your purchase of the Project Tokens constitutes a separate agreement by and between you and the Project, to which we are not a party, and (B) we are not responsible for the compliance with, nor shall we enforce the terms of, any Token Purchase Agreement.
- 6.Connected Wallet. We have created the functionality allowing you to transfer Tokens to a Wallet, which will provide you with the means to acquire and get hold of Project Tokens by using the Services. To fund the Smart Agreement and use the Services, you must (i) follow the procedures set forth on the Site to connect your Wallet (the “Connected Wallet”) with your account, and (ii) transact solely from the Connected Wallet. You acknowledge that you are permitted to add Tokens to the Smart Contract only through the Connected Wallet.
- 7.Transaction prerequisites. You must transfer sufficient Tokens to the Smart Agreement to facilitate payment for the Project Tokens you wish to purchase from a Project. The Arkania Protocol Platform will be used to facilitate (i) the transfer from the Smart Agreement to the Project of the number and type of Tokens you agree upon with the Project in exchange for the Project Tokens, (ii) the transfer from the Smart Agreement of the Project Tokens to your Connected Wallet, and (iii) other administrative matters such as execution of the Token Purchase Agreement, if any, between you and the Project, and confirming receipt and delivery of Tokens and Project Tokens by the Project and you respectively.
- 8.Blockchain selection. You acknowledge and agree that we will choose in our sole discretion the applicable blockchain, which will hold the Tokens sent by you to the Smart Agreement. While the Tokens that you transfer to the Smart Agreement will be recorded by us as owned by you, the Tokens transferred into the Smart Agreement may be commingled with the Tokens of other Users.
- 9.Basic requirements for the Project Tokens purchase. You acknowledge and agree that you cannot purchase Project Tokens unless you (i) satisfy the requirements of these Terms and comply with the Additional KYC requirements, if applied, (ii) both you and the Project enter into the Token Purchase Agreement, and (iii) transfer the sufficient number of Tokens, as set forth on the Site at the time of purchase, in the amount you agreed to pay for the Project Tokens. If some of the above requirements is not satisfied, we are entitled to disable such your purchase of the Project Tokens, and you acknowledge that the Project Tokens you intended to purchase may be allocated to other Users as their purchasers.
- 10.Order of requests. You agree and acknowledge that Project Tokens can be allocated on a “first-come, first-served” basis.
- 11.Your risks. You acknowledge and agree that you assume and bear the risk of any and all losses related to your purchase of Project Tokens and that you have no right whatsoever to claim any damages, specific performance, or compensation in any form from us or our Associates in relation to your purchase of Project Tokens. In the event of any discrepancy between the information reflected in the Smart Agreement or on the Site and the information on our books and records, our books and records shall be final and binding for all purposes, even if this results in your loss.
- 12.Information sharing. We reserve the right to carry out and process any transfers under the Smart Agreement. You acknowledge and agree that in the course of processing the Smart Agreements and transferring Tokens, we may be required to share your information with the other Users or Parties, including, without limitation, the financial institutions, other third parties, which provide the AML and/or KYC services, or as required under the applicable Laws or requested by any Government. You hereby irrevocably grant us and our Associates with your full and irrevocable permission and authority to share such information with all such Parties, and you release us from any liability, error, mistake, or negligence in this regard.
- 13.Disclaimer. The Site contains the content and materials (a) which are authored by or at our direction and request, including, without limitation, any of the foregoing, and (b) which has not been verified by us for adequacy, accuracy or completeness or other parameters. We are not responsible for the legality, reliability, accuracy or appropriateness of such content.
- 14.Your personal responsibility. You acknowledge that certain other terms, in addition to or prevailing over these Terms, may apply to the Projects, as the terms of such particular Projects provide. Each User is personally responsible for verifying and consulting with the respective professional consultant any information that he finds on our Site and wishes to rely on, whether for investment decisions or otherwise.