This document acts as an agreed upon token sale terms (“Token Sale Terms”, “Terms”) between you (“Purchaser”, “User”, “you”) and Crypto Syndicate (“Company”, “us” or “we”). Each of you and Company are a “Party” and collectively the “Parties”. You accept these Terms when you purchase Crypto Syndicate (CSS) (“Crypto Syndicate (CSS)”, “Crypto Syndicate”, “Tokens”).
Crypto Syndicates is a digital CSS made by Company for the use by token holders within the Crypto Syndicate’s platform (“Platform”) located at Syndicate.fund (the “Site”) as a payment for the Platform and Company’s service fee, which is collected by Company for providing services within the Platform. Any purchase of Crypto Syndicates is subject to these Terms. Crypto Syndicates are not digital currency, commodity, or any other kind of financial instrument and has not been registered under relevant securities regulations, including the securities laws of any jurisdiction in which you are a resident.
We will provide notice of any amendment to these Terms by posting any revised document to the Site and updating the “Last updated” field above accordingly or by any other method we deem appropriate. We are not obligated to provide notice in any other method beyond these. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent purchase of Crypto Syndicates.
Information about the Tokens and Tokens sale is set forth in the Whitepaper located at the Site. Purchaser is required to read the Whitepaper and any other documents located at the Site in their entirety prior to purchase of Crypto Syndicates.
By purchasing Crypto Syndicates from Company, you will be bound by these Terms and any other terms incorporated by reference as well as with any other document located at the Site. If you have any questions about these Terms, please contact us at support@Syndicate.fund.
2.1. Unless otherwise provided herein and/or at the Site, Company will conduct Crypto Syndicates sale during the following period: 20 March, 2018 to April 31, 2018 (“Sale Period”) or until hard cap as provided in Whitepaper is reached, whichever is sooner (“Hard Cap”). Any Payment received after the end of Sale Period will be accepted only if such Payment was originated during the Sale Period and Company may request for reasonable evidence of payment from Purchaser. No payment will be accepted when Hard Cap is reached.
(a) During the Sale Period you may purchase Crypto Syndicates at price provided on Site, depending on the time of purchase. Purchase of Crypto Syndicates requires you to create an account at the Site (“Account”). After that you should choice the mean of Payment you prefer and transfer funds for the purpose of purchasing Crypto Syndicates. Once funds received and deposited in Account you may purchase Crypto Syndicates. Number of Crypto Syndicates shall be determined based on the total amount received by Company for the purpose of purchasing Crypto Syndicates with applicable bonuses and/or discounts available to you and will be indicated in Account. Company may require you to provide additional information to verify your identity, address, source of funds or any other information in your account (form), such as your date of birth, copy of ID, citizenship, country of residence, and other information directly or through a third party (“KYC”). You are responsible for relevance and validity of information to be provided when registering an account. Company is not obligated to verify your identity or any other personal information and may do it at its own discretion. Hereby you acknowledge and agree that that we maintain verification levels that require User participation and verification to obtain, with leveled permissions based on user-supplied information, our ability to verify it, and our internal policies. You accept that you may not be able to achieve your desired level of verification, and we reserve the right, at our sole discretion, to determine the appropriate verification level for any User, as well as the right to downgrade Users without notice. We may, from time to time, implement policies restricting verification levels by nationality, country of residence, or any other factor. This may affect your right to purchase Crypto Syndicates or withdraw Crypto Syndicates in (out) your Account, and you indemnify us against any losses associated with an inability to purchase, withdraw, or use Crypto Syndicates based on your verification level.
(b) Payment can be made in ETH, BTH or another crypto currency, as may be additionally introduced by Company from time to time (“Payment”). Company does not accept any fiat payments. You shall not use any crypto currency exchange address for security reasons.
(c) Registration, Payment collection and KYC may be outsourced by the Company to any third party. For the avoidance of any doubt, the Company did not and will not authorize any third party to receive any payments for the purposes of the Sale Period, or to provide any information for making transfers for the purposes of the Crypto Syndicates sale, unless otherwise provided herein. The Company shall not be responsible or liable for any losses of the Purchaser related to incorrect or misleading information obtained by the Purchaser from the third parties and/or from unauthorized websites.
(d) Company has the right to enter into agreement with any of Purchasers on special conditions which may be different from those stipulated by this Terms.
(a) All purchases of Crypto Syndicates from Company are final and there are no any partial or full refunds or cancellations except as specifically provided in these Terms. The Company reserves the right to refuse or reject any Payment made or purchase requested at any time in its sole and absolute discretion. To the extent that the Company refuses or rejects a transfer from the Purchaser, the Company will exercise reasonable endeavors to procure that the transferred amount is returned to the Purchaser, however, we do not warrant, represent or offer any assurances that we will successfully be able to recover and/or return any such transfers. Company may deduct the transaction cost from the refunded amount, if any.
Crypto Syndicate terms and conditions are set forth in the Whitepaper located at Site, which terms are incorporated hereto by reference.
You acknowledge and agree that there are risks associated with purchasing, holding and using of Crypto Syndicates, as disclosed and explained in Whitepaper. By purchasing Crypto Syndicates, you expressly acknowledge and assume all and any of these risks.
In connection with the purchase of Crypto Syndicates and by sending ETH, BTC or other Payment to purchase Crypto Syndicates, you represent and warrant the following:
(a) you are aware of the terms and conditions of the Crypto Syndicates and have acquired sufficient information about the Crypto Syndicates to reach an informed and knowledgeable decision to acquire the Crypto Syndicates;
(b) you have read and understand these Terms and you acknowledge and agree that there are risks associated with purchasing, holding and using of Crypto Syndicates, as disclosed and explained in these Terms and Whitepaper;
(c) you have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand the terms of these Terms and to appreciate the risks and implications of purchasing the Crypto Syndicates;
(d) you understand that the Crypto Syndicates confer only the rights described in the Whitepaper, and confer no other rights of any form with respect to Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(e) you shall not purchase Crypto Syndicates for any uses or purposes other than to use Crypto Syndicates as provided in the Whitepaper, including, but not limited to, any investment, speculative or other financial purposes;
(f) you understand that the Crypto Syndicates are not digital currency, security, commodity or any other kind of financial instrument and have not been registered under the securities law of any country, including the securities laws of any jurisdiction in which Purchaser is resident;
(g) you have satisfied yourself as to the full observance of the laws of your jurisdiction in connection with any invitation to purchase the Crypto Syndicates or any use of these Terms, including (i) the legal requirements within its jurisdiction for the purchase of the Crypto Syndicates, (ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(h) your purchase, payment for, and continued beneficial ownership of the Crypto Syndicates will not violate any applicable laws of your jurisdiction;
(i) you shall comply with any applicable tax obligations in all relevant jurisdiction arising from the purchase of Crypto Syndicates.
(j) you understand that Site, as well as Whitepaper, can be translated into several languages, but only the information placed in English shall bound the Parties of this Terms. Versions of Site and documents translated into other languages are for informational purposes only;
(k) you are not Restricted Person and you are not acting on behalf of any third party, including Restricted Person.
(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Company Parties") from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to (i) your purchase or use of Crypto Syndicates, (ii) your responsibilities or obligations under these Terms, (iii) your breach of these Terms, or (iv) your violation of any rights of any other person or entity, or (v) your violation of any laws.
(b) The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under section 9(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY COMPANY, (A) THE CRYPTO SYNDICATES 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 CRYPTO SYNDICATES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, (II) WE DO NOT REPRESENT OR WARRANT THAT CRYPTO SYNDICATES ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN CRYPTO SYNDICATES WILL BE CORRECTED, AND (III) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT CRYPTO SYNDICATES OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(B) Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section 10 may not apply to you.
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF CRYPTO SYNDICATES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE CRYPTO SYNDICATES, EXCEED THE AMOUNT YOU PAY TO US FOR CRYPTO SYNDICATES.
(B) THE LIMITATIONS SET FORTH IN SECTION 11(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
(c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section 11 may not apply to you.
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and other users of the Platform and the acts or omissions of any third parties. You expressly waive any rights you may have under any applicable law as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Estonia, without giving effect to principles of conflicts of law.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims tribunals or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Any Dispute arising out of or related to this Agreement is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. To the fullest extent permitted by applicable law, any Dispute shall be referred to and finally resolved by arbitration administered by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with the Code of Civil Procedure of Estonia for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Estonia. The Arbitration shall consist of three (3) arbitrator(s). The language of the arbitration shall be English. Otherwise, the jurisdiction for arbitration shall be determined according to the applicable law.
(a) Entire Agreement. These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(b) Binding Agreement. These Terms provide the legally binding terms and conditions for the sale and purchase of the Crypto Syndicates. By purchasing the Crypto Syndicates, you acknowledge its understanding and acceptance. You are bound by the Terms in existence at the time of your purchase of Crypto Syndicates. If you are making a purchase on behalf of the legal entity, you understand and accept these Terms on behalf of that entity (to which refers to “you” shall also apply) and warrant that you are duly authorized to act on behalf of that legal entity.
(c) Successors and Assigns. Except as otherwise provided in these Terms, these Terms and the rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Company may assign any of its rights and obligations under these Terms. No other party to these Terms may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms, except with the prior written consent of the Company.
(d) Severability. In the event any provision of these Terms is found to be invalid, illegal, or unenforceable the remaining provisions of these Terms shall nevertheless be binding upon Company and you with the same effect as thought the void and unenforceable part had been severed and deleted.
(e) Headings. The article headings of these Terms are included for the convenience only and shall not affect the construction or interpretation of these Terms.
(f) Acceptance. You expressly agree with and accept these Terms and all terms incorporated herein by reference by proceeding with the purchase of Crypto Syndicates as well as any other documents located at the Site.
(g) Termination. Company may terminate these Terms with you, i.e. to refuse the further services.