Terms & Conditions

16 January 2018

These Terms and Conditions (“T&C”) affect your legal rights and obligations which include but are not limited to waivers of specific rights and limitation of liability. They govern your purchase of ivyKoin Tokens and use of the Website and ivyKoin more generally.

By purchasing any Tokens, or accessing the Website or ivyKoin, you agree to be bound by these T&C and any terms incorporated by reference herein (which, for the avoidance of doubt, includes all terms in the Accompanying Documents). Please read these T&C carefully, and do not purchase Tokens or access the Website if you have not read, understood or do not agree to any of these T&C.

Warning: The acquisition of a Token will not give you:

  • any interest in the Company or any other corporation;
  • any right to vote in any meeting relating to the Company;
  • any right to receive dividends or other distributions in respect of the Company;
  • any right to participate in the management of the Company or any of its business;
  • any right to repayment of the purchase price for the Token, or any interest in respect of the purchase price; or
  • any other right, title, interest or membership in the Company, any other corporation, or in any other asset (other than the Token).

Before using the Website and/or making any offer for purchase or purchasing any Tokens, a User is obliged to read carefully any other Accompanying Documents that regulate the Website usage and Token Generation Event procedure. The mentioned Accompanying Documents shall be regarded as an inalienable part hereof and their terms of use shall be the same as for these T&C. By purchasing a Token or using the Website you warrant that you have fully read and understood not only these T&C, but any Accompanying Documents, and fully accept to be bound by these terms.

Nothing in these T&C or any other documentation prepared and published by the Company may be construed to be business, legal, accounting, financial or taxation advice. You should seek independent legal, financial, accounting and taxation advice prior to entering into these T&C or purchasing any Tokens.

1. The Token Generation Event

1.1. Amount of Tokens created
1.1.1. The Company will create a maximum quantity of approximately 1.5 billion Tokens in the ivyKoin Token Generation Event based on purchaser demand. There is no minimum number of Tokens to be sold during the ivyKoin Token Generation Event.
1.1.2. The Company will never generate Tokens outside of the ivyKoin Token Generation Event.
1.1.3. The Company will hold 20% of all Tokens generated in reserve (ivyKoin Reserve Pool) which will be used to fund further development and operation costs of ivyKoin, if required.
1.1.4. The Company will hold 10% of all Tokens generated in reserve (Growth Pool) which will be used to incentivise partners, including financial institutions, to test and adopt ivyKoin.
1.1.5. The Company will hold 10% of all Tokens generated in reserve (ivyKoin Hedging Treasury) which will be used to facilitate ivyKoin transactions and other treasury functions.
1.1.6. The Company reserves its rights to sell or otherwise distribute its various retained pools of Tokens (including the ivyKoin Hedging Treasury) at any time.

1.2. How can you purchase Tokens during the ivyKoin Token Generation Event?
Warning: We will not request public contributions before the Commencement Date.
1.2.1. If you would like to inquire about purchasing Tokens, please contact us at mail@ivykoin.com and we will provide further instructions. If you fail to follow the instructions given by us, we will be unable to sell you any Tokens.

1.3. Pricing of Tokens
The purchase price for Tokens during the ivyKoin Token Generation Event will be pegged at USD 0.10 per Token.

1.4. Sale period
1.4.1. The Company will conduct the ivyKoin Token Generation Event which will commence on 16 January 2018 (“Commencement Date”) and, unless otherwise determined by the Company in its sole discretion, will conclude on or around 9 February 2018.

1.5. Distribution of the Tokens
Tokens you purchase in the ivyKoin Token Generation Event will be distributed to you as soon as reasonably practicable after your purchase. We do not provide any warranty or guarantee that this distribution will occur within a given time period.

1.6. No cooling off rights
Cooling-off rights do not apply to purchases of the Token in the ivyKoin Token Generation Event. This means that you cannot receive a refund of any USD that you have used to purchase the Tokens in the ivyKoin Token Generation Event. The Company reserves the right to refuse or cancel any Token purchase requests at any time, in its sole discretion.

1.7. Suspension or Termination of the ivyKoin Token Generation Event
1.7.1. The Company reserves the right, at any time, and at its absolute discretion, to suspend or terminate the ivyKoin Token Generation Event for any reason, including for the effect of any Applicable Law or regulations of any government or other competent authority.
1.7.2. In the event that the Company terminates the ivyKoin Token Generation Event prior to the completion of the ivyKoin Token Generation Event due to any Applicable Law or regulations of any government or other competent authority, the Company will arrange for the return of funds to you, minus any fees attributable to the transfer, receipt or storage of funds. Otherwise, as set out in clause 1.6, under no other circumstance will the Company arrange for the return of the purchase price of your Tokens to you.
1.7.3. By purchasing Tokens, you acknowledge that you will be ineligible to claim for any loss, damage, cost or expense (including loss of interest or opportunity) if the ivyKoin Token Generation Event is suspended or terminated.

1.8. Security
The Company will not be responsible for any security breach which occurs during the ivyKoin Token Generation Event, including any denial of service attacks on the Website. You engage in the ivyKoin Token Generation Event at your own risk.

1.9. The Company will not purchase Tokens during the ivyKoin Token Generation Event.
The Company warrants that it will not purchase Tokens in the ivyKoin Token Generation Event. This does not apply to the Company’s affiliates, officers, directors, agents, joint ventures, employees, contractors or suppliers who may purchase Tokens for their own personal use. The Company may acquire Tokens on the open market at a future date after the completion of the ivyKoin Token Generation Event.

2. Restricted States

2.1. Important Note for Residents of United States of America, People’s Republic of China, British Virgin Islands and Singapore and their overseas territories or possessions (“Restricted States”): The citizens of, residents of, and people domiciled in, any Restricted State are not eligible and are not allowed to participate in the purchase of Tokens, or obtain Tokens through any manner or any transaction, owing to regulatory issues. The foregoing restrictions also extend to companies or other legal entities created and/or owned by citizens or residents of the Restricted States. By purchasing the Tokens or Using the Website, you warrant that you are not domiciled, resident of or a citizen of a Restricted State or own a company or other legal entity based in the Restricted States. For other Users, if you become domiciled, resident or a citizen of a Restricted State or own a company or other legal entity based in the Restricted States, you warrant you will immediately cease to Use the Website and/or Token and inform us immediately.

2.2. You understand and agree that it is your sole obligation to ensure compliance with any legislation relevant to your country of citizenship, residency or domicile concerning use of this Website and Use and purchase of the Tokens, and that the Company and its Affiliated Parties will not accept any liability for any illegal or unauthorized use of this Website and use and purchase of the Tokens. In case of any change in legislation in your country of citizenship, residency or domicile which makes the Use of the Website and/or Tokens illegal, you agree to cease use of the Website and/or Tokens immediately and absorb any possible losses arising out of the same.

3. Application of T&C

3.1. A User shall not use the Website if under the Applicable Law he or she is prohibited from using it. Any User that is in any manner limited or prohibited from the purchase, possession, transfer, use or other transaction involving any amount of Tokens under the mentioned law should not access this Website and is prohibited from accessing, referencing, engaging, or otherwise using this Website.

3.2. These T&C are effective at the time the User begins using the Website. The Users may withdraw from their obligations under these T&C at any time by discontinuing the use of the Website and surrendering the Tokens held by them without any compensation or any other claims of any form against the Company, including without limitation its officers, agents, representatives, employees, advisors, or any member or affiliate of the ivyKoin Team.

3.3. The User acknowledges and accepts that these T&C are subject to change, modification, amendment, alteration or supplement at any time without prior written notice, at the Company’s sole discretion. The User’s continued use of the Website or Tokens after any amendments or alterations of these T&C shall constitute the User’s consent hereto and acceptance hereof. The date of the most recent amendments and alterations will be indicated at the top of these T&C.

3.4. The User acknowledges and accepts that the Company reserves the right, at its own and complete discretion and at any time, to modify or to temporarily or permanently suspend or eliminate the Website and ivyKoin, and/or disable any access to the Website or ivyKoin for any reason.

3.5. 
The pages of the Website may contain links to third-party websites and services. Such links are provided for your convenience, but their presence does not mean that they are recommended by the Company. The Company does not guarantee their safety and conformity with any User expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from another site, and makes no warranties for that site or respective service. The Company assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and resources.

3.6. Any statements contained in any information, documents or statements made by the Company which are not statements of historical fact are considered “forward looking statements”. Often, but not always, such statements include terms such as ‘aim’, ‘target’, ‘goal’, ‘anticipate’, ‘believe’, ‘could’, ‘estimate’, ‘expect’, ‘if’, ‘intend’, ‘may’, ‘plan’, ‘possible’, ‘probably’, ‘project’, ‘should’, ‘would’, ‘will’ or other similar terms. All future looking statements, including any statements regarding the Company’s development roadmap, technical aspirations, plans and prospects, and any similar statements about the market in which the Company intends to operate, including market trends, are forward looking statements. All forward looking statements include known and unknown risks, uncertainties and other factors which may cause the actual future results, performance or achievements of the Company or ivyKoin to be materially different to those noted in the forward looking statements. Accordingly, no reliance may be placed on these statements as being a promise, representation or undertaking as to the future performance or state of the Company or ivyKoin. Neither the Company nor any other person represents, warrants or undertakes that the actual future results, performance and achievements of the Company and ivyKoin will be as noted in the forward looking statements, and the Company disclaims any responsibility to update any of those forward looking statements or announce any revisions to those forward looking statements.

4. Risks associated with the purchase of Tokens

4.1. 
The purchase of Tokens carries with it a number of risks. Prior to purchasing Tokens, you should carefully consider the risks listed herein (including in section 10 of the Whitepaper) and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks are unacceptable to you, you should not purchase Tokens. By purchasing Tokens, and to the extent permitted by Applicable Law, you are agreeing not to hold the Company or any Affiliated Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of Tokens, including losses associated with the risks set forth herein.

4.2. The Company and the ivyKoin Team do not support any unfair or fraudulent practices and confirm their intention to develop and launch the ivyKoin project. However, due to the risks associated with cryptocurrency and digital tokens market (including those described in this Section), the User understands and accepts that while the ivyKoin Team will make reasonable efforts to complete the mentioned project, it is possible that an official completed version of the ivyKoin platform may not be released and may never be operational.

4.3. There are no warranties and/or guarantees that Tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat currency, 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 we do not give any warranties in regard to any exchange services providers. In any case we will not enable exchange Tokens for fiat currency. At any given time, User may not be able to acquire or dispose of Tokens due to potential lack of liquidity.

4.4. It is possible that even if the Token and the ivyKoin platform are fully functional, Users may not be able to participate in any intended or implied projects and use their Tokens. By holding Tokens, the User acknowledges that he or she understands that while every effort will be made to keep the ivyKoin platform functioning, the platform or Website may, from time to time, have to be closed down, temporarily or for an indefinite period, or may otherwise not perform as expected. Users understand and accept all risks associated with holding Tokens and using the Website and/or platform, including but not limited to the potential lack of functionality of the ivyKoin platform, or the potential for issue with the use of Tokens where the ivyKoin platform is functional. The Company makes no warranty that the ivyKoin platform will be successfully completed or deployed, or that it will conform to the specifications set out in the Whitepaper.

4.5. Any cryptographic tokens that possess value in public markets, such as Bitcoins or Ether, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. A purchaser of Tokens should be prepared to expect similar fluctuations, both down and up, in the price of Tokens denominated in respective cryptocurrency (BTC or ETH) or fiat currencies of other such jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. The Company cannot and does not guarantee market liquidity for Tokens. By purchasing Tokens, you expressly acknowledge and represent that you fully understand that you may not be able to sell the Tokens in any markets, may experience volatility in pricing and will not seek to hold the Company or any of its Affiliated Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of Tokens.

4.6. Should you proceed to purchase any Tokens and the product fails to be suitable for the special or particular purpose as intended by you, we will not be liable to you for such unsuitability (including but not limited to accepting the return of, or refunding to you the purchase price of the respective Tokens).

4.7. It is possible that the ivyKoin platform will not be used by a large number of individuals and/or other entities and that there will be limited public interest in the mentioned project. Such a lack of interest could impact the development and potential use of the platform. Therefore, the success of the mentioned project cannot be predicted.

4.8. While the Company will not generate more than the number of Tokens set out in section 1.1, the User acknowledges that the Company may sell or otherwise distribute its various retained pools of Tokens (including the ivyKoin Hedging Treasury) at any time, and that this may have an impact on the value or liquidity of his or her Tokens.

4.9. The User recognizes that the ivyKoin platform is under continuous modifications and may undergo significant changes continuously. The User acknowledges that any expectations regarding the form and functionality of the ivyKoin platform may not be met for any number of reasons, including but not limited to continuous change in the design and implementation plans and execution of the implementation of ivyKoin.

4.10. Acquisition of Tokens does not present an exchange of cryptocurrencies for any form of ordinary shares. Holders of Tokens are not entitled to any guaranteed form of interest, dividend or other revenue right unless specifically mentioned in the White Paper or the other Accompanying Documents. Holders of the ivyKoin Tokens are only entitled to a limited right of the use of the Tokens in ivyKoin if it is successfully purchased, produced, Used and launched in accordance with the terms set out herein.

4.11. Security measures have been implemented to ensure the safety and integrity of any of the services related to the Tokens. However, despite this, information that is transmitted over the internet or Blockchain may be susceptible to unlawful access and monitoring. We are not responsible for any such access or monitoring. You are responsible for securing your storage mechanism for the Tokens and the secure transmission of such Tokens. We are not responsible for any loss of your private key(s).

4.12. We are not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself, nor for any delay in its delivery or receipt.

5. Representations and warranties

5.1. By using this Website or buying a Token each User covenants, represents, and warrants that:
5.1.1. you are purchasing the Tokens at your sole risk;

5.1.2. you have read, understand and agree to these T&C (including all Accompanying Documents that form a part of the T&C);

5.1.3. you acknowledge and agree that the Tokens do not constitute securities or a financial product in your jurisdiction, and that these T&C do not, and are not intended to, constitute a prospectus, product disclosure statement or offer document of any sort. You acknowledge and agree that these T&C do not constitute an offer of securities or solicitation for investment in securities in your jurisdiction;

5.1.4. you have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems, as well as full understanding of their framework, and are aware of all the merits, risks and any restrictions associated with cryptographic tokens (their purchase and use), cryptocurrencies and blockchain-based systems, as well as know how to manage them, and are solely responsible for any evaluations based on such knowledge;

5.1.5. you have obtained sufficient information about the Tokens from these T&C and the Accompanying Documents to make an informed decision to purchase the Tokens;

5.1.6. you have received independent legal, taxation and financial advice before purchasing Tokens;

5.1.7. you acknowledge that the Token does not confer any rights of any form in or with respect to ivyKoin or the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including in all forms of intellectual property), or other financial or legal rights;

5.1.8. you acknowledge that you are not purchasing Tokens for the purpose of making a financial investment or to manage a financial risk;

5.1.9. your purchase of Tokens complies with your obligations under applicable law and regulation in your jurisdiction, including, but not limited to:
5.1.9.1. legal capacity to enter into these T&C, or have received permission from a legal guardian who has reviewed and agreed to enter into these T&C on your behalf;
5.1.9.2. any foreign exchange or regulatory restrictions applicable to such purchase, and
5.1.9.3. any governmental or other consents that may need to be obtained; and
5.1.9.4. any other threshold requirements in your jurisdiction for purchasing and using the Token in ivyKoin platform;

5.1.10. you will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;

5.1.11. if you are purchasing Tokens on behalf of any entity:
5.1.11.1. such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation, and
5.1.11.2. you are duly authorized by such legal entity to act on its behalf;

5.1.12. you will not use the Website for any illegal activity, including but not limited to money laundering and the financing of terrorism;

5.1.13. you are not a resident, citizen or domiciliary of a Restricted State;

5.1.14. you are not:
5.1.14.1. a citizen or resident of a geographic area in which access to or ownership of the Token is prohibited by Applicable Law, decree, regulation, treaty, or administrative act;
5.1.14.2. a citizen or resident of, or located in, a geographic area that is subject to United States of America or other sovereign country sanctions or embargoes; or
5.1.14.3. an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or similar lists of other countries;

5.1.15. you understand and acknowledge that title to, and risk of loss of, the Token passes from the Company to you in Australia;

5.1.16. you understand and will take sole responsibility for any restrictions and risks associated with the purchase of Tokens as set out in these T&C and the Accompanying Documents;

5.1.17. if any of the representations you have agreed to in these T&C change, such that the representations are no longer accurate, that you will immediately cease holding the Tokens; and

5.1.18. all of the above representations and warranties are true, complete, accurate and non-misleading at the time of your purchase of any Tokens.

6. Limitation of Liability

6.1. You hereby expressly agree that, to the maximum extent permitted by the Applicable Law, the Company and its Affiliated Parties do not accept any liability for any damage or loss, including loss of any savings, business, revenue, or profits, or future profits or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), resulting from:
6.1.1. the purchase of any Token by you;
6.1.2. the participation in ivyKoin by you;
6.1.3. your breach of any warranty, representation, or obligation hereunder;
6.1.4. any use of, or inability to use, the Website or the material, information, software, facilities, services or content on the Website, from the purchase of the Tokens or their use by the User, regardless of the basis upon which the liability is claimed.

6.2. The Company’s aggregate liability arising out of or otherwise in relation to the purchase of Tokens, use of the Website, use of ivyKoin or these T&C, whether arising out of or related to breach of statute, breach of contract, tort or otherwise, shall not exceed the total of the amounts paid by the Company pursuant to the purchase of Tokens.

6.3. Some jurisdictions do not allow the exclusion of certain warranties or disclaimers of implied terms in contracts with Users, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you. In case of those situations, these T&C and Accompanying Documents will govern you to the maximum permissible limits.

7. Disclaimer of warranties

7.1. To the fullest extent permitted by law, including the Australian Consumer Law if applicable, except as otherwise specified in writing by the Company, you expressly acknowledge and agree as follows:

7.1.1. The Company makes no warranties or representations as to the successful launch of ivyKoin or the Tokens, or achievement of any other activities noted in the Accompanying Documents or any other documents released by the Company in respect of ivyKoin or the Tokens, and disclaims any warranties implied by law or otherwise.

7.1.2. Any and all purchases of Tokens are final and non-refundable. By purchasing the Tokens, the User acknowledges that neither Company nor any other of its Affiliated Parties are required to provide a refund for any reason, and that the User will not receive or demand money or other compensation for any Tokens that are not used or remain unused for any reason.

7.2. This Website and the Tokens are provided on an “as is” basis and without any warranties of any kind, either expressed or implied. You assume all responsibility and risk with respect to your use of the Website and purchase of any amount of Tokens and their use.

7.3. You understand and agree that the Company and its Affiliated Parties shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any change of the value (if value is ever attributed to the Tokens) of the Tokens or cryptocurrency. The Company shall not provide to the User any refund possibility (payout liquidity) for the purchased Tokens. The User understands and expressly agrees that the Company shall not guarantee in any way that Tokens might be sold or transferred during or after the Tokens are purchased.

7.4. We make no representations or warranties, whether express or implied, and assume no liability or responsibility for the proper performance of any services, online cryptocurrency services, assets or platforms and/or the information, images or audio contained or related to the Website. You use the Website at your own risk.

7.5. The Company makes no representation, warranty or undertaking that the information provided in these T&C, the Accompanying Documents or any other documents produced by the Company in respect of ivyKoin or the Tokens are truthful, accurate and complete.

7.6. These T&C, the Accompanying Documents and all other documents released by the Company in respect of ivyKoin and the Tokens have been prepared for information purposes only and are not a statement of future intent.

7.7. The Company disclaims all liability for any loss or damage of whatsoever kind (whether foreseeable or not) which may arise from any person acting on any information and opinions relating to the Company, ivyKoin or the Tokens contained in these T&C, the Accompanying Documents, any other documents released by the Company in respect of ivyKoin or the Tokens, or any information which is made available in connection with any further enquiries, notwithstanding any negligence, default or lack of care.

7.8. The Company does not represent or warrant that the Tokens are reliable, current or error-free, will meet your requirements, or that defects in the Tokens will be corrected.

7.9. We will take reasonable steps to exclude any viruses from the Website, but cannot guarantee or warrant that any material available for downloading from the Website will be free from infection, viruses and/or other code that has contaminating or destructive properties. The Company does not warrant or represent that any information on the Website is accurate, complete or reliable or that the Website will be free of errors, that defects will be corrected, or that the service or the server that makes it available is free of viruses or other harmful components. You understand and acknowledge that the Use of the Website carries a risk of infection, viruses and/or other code that has contaminating or destructive properties to your hardware, software and related electronics, and that we assume no liability in connection therewith, and you hold us and our Affiliated Parties harmless for all such related damage that may arise out of your use of the Website. The Company and its Affiliated Parties shall not be liable for interruptions to the availability of the Website, in any country and/or geographic location, or at any given time.

7.10. The Company and the ivyKoin Team and any of its Affiliated Parties are not a financial institution and are currently not under supervision of any financial supervisory authority. We do not provide any licensed financial services, such as investment services, financial advisory, money changing, banking, fund management or investment advice. This sale of Tokens is not intended to constitute a public offering of equity or debt. This document or any other document produced and signed by us, as well as the Website, and any of their content does not constitute an offer or solicitation to sell shares, securities or any other form of financial or investment product. Accordingly, none of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Website is not and does not offer and shall not be construed as investment or financial product.

7.11. The Tokens are not intended to be structured or sold as securities or any other form of financial product, investment, financial service, or derivative. Accordingly, none of the information presented by the Company in respect of the Tokens is intended to form the basis for any investment decision, and no recommendations are intended. The Company expressly disclaims any and all responsibility for any direct, indirect or consequential loss, damage, cost or expense of any kind whatsoever arising directly or indirectly from, or otherwise in connection with:
7.11.1. reliance on any information contained herein;
7.11.2. any change in Applicable Law or decision of a government agency which provides that the Tokens, or use of the Tokens in the manner set out in the Whitepaper, is a form of security, financial product, financial service, investment, derivative or managed investment scheme;
7.11.3. any error, omission or inaccuracy in any such information; or
7.11.4. any action resulting from such information.

8. Release

8.1. To the fullest extent permitted by law, you release the Company and its respective predecessors, successors and assigns from all claims, demands, actions, damages, losses, costs and expenses of every kind and nature, known and unknown (including, but not limited to, claims of negligence, actions for breach of warranty or actions for breach of contract), arising out of or otherwise in connection with:
8.1.1. the purchase of any Token by you;
8.1.2. the participation in ivyKoin by you; or
8.1.3. your breach of any warranty, representation, or obligation hereunder.
including in relation to or arising out of disputes between the Company and you or between you and other purchasers of Tokens, and the acts or omissions of third parties. To the extent permitted by law, you expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release in any way.

9. Indemnity

9.1. To the extent permissible under Applicable Law, the User shall indemnify, defend, and hold the Company and/or its subsidiaries, Affiliated Parties, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Company arising out of:
9.1.1. the purchase of any Token by you;
9.1.2. the participation in ivyKoin by you; or
9.1.3. your breach of any warranty, representation, or obligation hereunder.

9.2. The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under these T&C.

10. Registration of Account

10.1. The Company reserves its right to set forth at any time upon its own discretion special eligibility or other requirements to certain Users to participate in a certain phase of Token purchases (e.g., accredited participants, etc.) as shall be mentioned on the Website and in the Whitepaper.

10.2. By completing and/or submitting the requisite forms and/or completing additional procedures prescribed under these T&C and Accompanying Documents, you are requesting the Company to create an Account for you for the purpose of participation in the Use of Tokens. This creation of an Account on the Website is being made in Company’s discretion, at your sole request and with your chosen login details and password. You warrant that any and all information provided for the purpose of your Account creation is valid, current, complete and accurate. Registration data and other information submitted by you and used for the creation of the Account is used subject to the accompanying Privacy Policy and other Accompanying Documents available on the Website.

10.3. You hereby expressly consent that you are solely responsible for the use of your login and password for the Account, for any registration data provided for Account creation, and for any actions during any use of your Account. You agree to keep your login details and password private and to immediately notify the Company of any unauthorized Account activity you may be aware of and to modify your login and password information respectively. You are solely responsible for any loss or damage you or we may face as a result of your failure to do so and we may undertake legal proceedings to recover any such losses.

10.4. You may request to deactivate or terminate your Account on the Website at any time and for any reason by sending a request for the same in the contact form on the Website. We shall be entitled to recover any amounts owing or outstanding from you, whether resulting from the Use of your Account prior to termination, at the time of termination of the Account, and/or even after the termination of the Account, through all possible means, regardless of when discovered, requested or owed, and this right shall survive any termination of your Account.

10.5. We may terminate your use of and registration with the Website at any time if You violate these T&C or any other Accompanying Documents of the Company, at our sole discretion and without prior notice and/or without any liability or further obligation of any kind whatsoever to you or any other Party, when we find such measures reasonable and/or necessary in a particular situation.

11. Intellectual Property Rights

11.1. The Company has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property (“IPR”) necessary to the conduct of selling of the Tokens, ivyKoin and its activities generally.

11.2. In no way shall these T&C entitle any User to any IPR of the Company, including the IPR in the Website and all text, graphics, user interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Website, or any future rights. Arrangement of such content is owned by the Company and is protected by national and international IPR protection laws.

11.3. There are no implied licenses under these T&C, and any rights not expressly granted to the User hereunder are reserved by the Company.

11.4. If for the purpose of any intellectual property right registration of the Company, any documentary submission or any other action is required from the User, the User must provide the Company with reasonable assistance without any remuneration for the same.

12. Governing Law and Dispute Resolution

12.1. All questions concerning the construction, validity, enforcement and interpretation of these T&C shall be governed by and construed and enforced in accordance with the laws of Western Australia, Australia. In relation to them and related non contractual matters each you irrevocably submit to the non exclusive jurisdiction of courts with jurisdiction there, and waive any right to object to the venue on any ground.

12.2. Notice to Company shall be sent by e-mail to Company by overnight delivery or certified mail (return receipt requested), each with a copy sent to Company at via electronic mail at mail@ivykoin.com. Notice to you shall be either posted on our website or, if available, will be sent by email to any email address you provided in connection with your purchase of Tokens or use of the Website, or creation of your Account. Your notice to us must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the dispute or alleged breach by Company, and (iii) the specific relief that you are seeking. The Company will assess any such notice in accordance with its obligations under these T&C.

12.3. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party 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 Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these T&C resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and 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).

12.4. The parties waive all their rights to claim Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these T&C is personal to you and 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 any 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.

12.5. These T&C will be deemed made and entered into in the State of Delaware and the validity, construction, performance and breach of these T&C will be governed by the laws of the State of Delaware applicable to agreements made and to be wholly performed therein, without regard to conflict of law principals. Any controversy or claim arising out of or relating to any Dispute shall be settled by arbitration administered by ADR Services, Inc. (“ADR Services”) in accordance with the then-current ADR Services Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. The Parties shall select a mutually acceptable arbitrator knowledgeable about issues related to the subject matter of these T&C.

12.6. If any term, clause or provision of this Clause 9 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Clause 9 will remain valid and enforceable. Further, the waivers set forth in Clause 9.4 above are severable from the other provisions of these T&C and will remain valid and enforceable, except as prohibited by Applicable Law.

13. General

13.1. The purchase of Tokens is exclusive of all applicable taxes. You agree to be solely responsible for any applicable taxes imposed on Tokens that you propose to purchase and/or purchase hereunder, and agree to not hold the Company liable for any such taxes.

13.2. These T&C set forth the entire understanding between each User and the Company and the ivyKoin Team with respect to the purchase and sale of Tokens. For facts relating to the sale and purchase, the User agrees to rely only on these T&C in determining purchase decisions and understands that these documents govern the sale of Tokens and supersede any public statements about the Tokens made by third parties or by the ivyKoin Team or Company or individuals associated with ivyKoin Team or Company, past and present.

13.3. If any term, clause or provision of these T&C is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these T&C and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these T&C.

13.4. The failure of the Company to require or enforce strict performance by User of any provision of these T&C or failure to exercise any right under these T&C shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these T&C shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in this these T&C, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these T&C nor be legally binding, unless documented in physical writing, and executed by the User and a duly appointed officer, employee, or agent of the Company.

13.5. You shall not have any claim of any nature whatsoever against us for any failure by us to carry out any of our obligations under these T&C as a result of causes beyond our control, including but not limited to any strike, lockout, shortage of labor or materials, delays in transport, hacker attacks on the Website or any resources which have any relation to Token purchases, accidents of any kind, any default or delay by any sub-contractor or supplier of ours, riot, political or civil disturbances, unavoidable casualty, delays in delivery of materials, embargoes, government orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions) incompatible with safety or good quality workmanship, any similar unforeseen event that render performance commercially implausible, any delay in securing any permit, consent or approval required by us, for the supply of products under these T&C or any other authority or any other cause whatsoever beyond our absolute and direct control. If an event of force majeure occurs, the Company may elect to suspend these T&C, in whole or part, for the duration of the force majeure circumstances.

13.6. The Company and ivyKoin Team will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

13.7. The Company and its Affiliated Parties strictly follow, among other regulations, as applicable, anti-money laundering (AML), “know your customer” (KYC) and other banking or government regulations in respective jurisdictions. Each and any User fully agrees to assist the Company in complying with all regulations, rules, laws and applicable guidelines to the Website and Tokens, and to provide any necessary information if such is required from the User by the competent authority. You acknowledge the Company may refuse to sell Tokens to you until you provide such requested information and the Company has determined that it is permissible to sell you Tokens under Applicable Law.

13.8. We may collect personal information about you in order to facilitate your purchase of Tokens and for purposes otherwise set out in our Privacy Policy. We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to sell any Tokens to you. Our Privacy Policy explains:
13.8.1. how we store and use, and how you may access and correct your personal information;
13.8.2. how you can lodge a complaint regarding the handling of your personal information; and
13.8.3. how we will handle any complaint.
If you would like any further information about our privacy policies or practices, please contact us at mail@ivykoin.com. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these T&C.

13.9. These T&C may be updated with or without notice from time to time and the version available at the Website on a given date will be considered as the governing document for any incidents arising on that date. An update of these T&C on the Website will be considered as valid notice to everyone and all Users and interested parties are requested to visit the Website regularly to update themselves about the latest updates to these T&C.

13.10. These T&C will not be interpreted against one Party merely because it was drafted by one Party.

13.11. For purposes of T&C, whenever the context requires: (a) the singular number shall include the plural, and vice versa; (b) the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders; and (c) the words include and including, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words without limitation.

13.12. The User shall not assign any of these T&C, either in whole or in part, without the express prior written consent of the Company. Any such attempted assignment shall be void.

14. Definitions
The terms defined below in this section will have the meaning assigned to them here throughout this entire document unless explicitly mentioned otherwise:
14.1. “Accompanying Documents” means other documents related to the purchase or use of ivyKoin Tokens in addition to these T&C including but not limited to the Whitepaper, the Privacy Policy, KYC and AML guidelines for the purchase of Tokens and any other agreement entered into between you and the Company in respect of the Tokens. In case of any discrepancies between Accompanying Documents and these T&C, the latter shall apply.

14.2. “Account” means a User’s digital account created and maintained on the Website, which is used to purchase ivyKoin Tokens and later to store, view and Use the Tokens in other permitted ways. A User is given the access to an Account upon its successful creation through providing the Website with all the required information. Only authorized Users have a right to purchase Tokens on the terms provided herein.

14.3. “Affiliated Parties” means any persons or entities that are related to Company or ivyKoin Team, including, but not limited to partners, officers, representatives, employees, agents, advisors and contractors of the Company.

14.4. “Applicable Law” means any statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation, rule or subordinate legislation that is applicable to a Party.

14.5. “Company” (also referred to as “we” or “us”) means Ivy Koin LLC and its related entities, a company that is organized under the laws of Delaware in the United States of America for the purpose of developing, operating and implementing the ivyKoin platform. The Company is not a financial entity, investment entity, investment advisor, financial consultant or a partner, employer, agent or adviser for any User.

14.6. “Cryptocurrency” means digital currency, represented by Bitcoin (BTC) or Ethereum (ETH) or any other permitted digital currency used by Users to purchase Tokens.

14.7. “ivyKoin” means a digital platform (not a legal entity) run through the Website that provides a blockchain based cryptocurrency used for business transactions greater than $10,000, that embeds significant KYC information and transaction-specific payment information into cryptocurrency payments.

14.8. “ivyKoin Team” means the creators of the ivyKoin idea and initiators of the ivyKoin Token as presented on the main page of the Website, who are experts in their respective fields and involved in the development of the ivyKoin platform and infrastructure.

14.9. “ivyKoin Token Generation Event” means the sale of Tokens in accordance with section 1.

14.10. “ivyKoin Tokens” or “Tokens” means cryptographic tokens, which have been or are proposed to be released by ivyKoin.

14.11. “Party” refers to either the Company or the User who are bound by these T&C and “Parties” refers to both of them together.

14.12. “USD” means United States Dollars.

14.13. “Use” means use of the Website in any manner and/or use of the Token(s) in any manner including but not limited to sale, purchase, trading and transfer.

14.14. “User” (also referred to as “you” or “your” as required) means any person who Uses the Website and/or Token, with or without prior registration and authorization, or who uses the Account, with or without prior registration or authorization.

14.15. “Website” means the website located at www.ivyproject.com and any related portal which is maintained and operated by the Company.

14.16. “Whitepaper” means one of the Accompanying Documents published by the Company on the Website from time to time, describing technical and marketing details of the ivyKoin Token, the idea and purpose of ivyKoin, as well as respective pricing and token distribution periods.