Last Update: 2/15/2019
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 use of the Website more generally. The “Definitions” section of these T&Cs is found in Section 11, below.
By accessing the Website, 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 access the Website if you have not read, understood or do not agree to any of these T&C.
By using the Website or ivyKoin 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.
- Application of T&C
- 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 or create an Account, and is prohibited from accessing, referencing, engaging, or otherwise using this Website.
- 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.
- The User acknowledges and accepts that these T&C are subject to amendment at any time without prior written notice, at the Company’s sole discretion. The User’s continued use of the Website after any amendments of these T&C shall constitute the User’s consent hereto and acceptance hereof. The date of the most recent amendments will be indicated at the top of these T&C.
- 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/or disable any access to the Website for any reason.
- 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.
- Representations and Warranties
- By using this Website each User covenants, represents, and warrants that:
- you have read, understand and agree to these T&C (including all Accompanying Documents that form a part of the T&C);
- you will not use the Website for any illegal activity, including but not limited to money laundering and the financing of terrorism;
- you are not:
- a citizen or resident of a geographic area in which access to or ownership of the Token or access to this Website is prohibited by Applicable Law, decree, regulation, treaty, or administrative act;
- 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
- 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; and
- 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.
- Limitation of Liability
- 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:
- your breach of any warranty, representation, or obligation hereunder;
- 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.
- The Company’s aggregate liability arising out of or otherwise in relation to your use of the Website, 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 you to the Company for access to the Website.
- 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.
- Disclaimer of Warranties
To the fullest extent permitted by law, including without limitation the Australian Consumer Law if applicable, except as otherwise specified in writing by the Company, you expressly acknowledge and agree as follows:
- This Website is 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 its use.
- We make no representations or warranties, whether express or implied, and assume no liability or responsibility for the proper performance of any 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.
- 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.
- 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.
- 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 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.
- 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.
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.
- 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:
- 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 users of the Website 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.
- 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:
- your use of the Website; or
- your breach of any warranty, representation, or obligation hereunder.
- 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.
- Registration of Account
- 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.
- 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.
- 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.
- 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.
- Intellectual Property Rights
- The Company owns or has the right to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property (“IPR”) necessary to the Website and its activities generally.
- 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.
- The Company does not transfer any right, title, or interest in or to any IPR to you. There are no implied licenses under these T&C, and any rights not expressly granted to the User hereunder are reserved by the Company.
- 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.
- Governing Law and Dispute Resolution
- 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 email@example.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.
- 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).
- 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.
- 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.
- If any term, clause or provision of this Clause 10 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 10 will remain valid and enforceable. Further, the waivers set forth in Clause 10.3 above are severable from the other provisions of these T&C and will remain valid and enforceable, except as prohibited by Applicable Law.
- These T&C set forth the entire understanding between each User and the Company and the ivyKoin Team with respect to the use of the Website.
- 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.
- 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.
- 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.
- 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.
- 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.
- These T&C will not be interpreted against one Party merely because it was drafted by one Party.
- 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.
The terms defined below in this section will have the meaning assigned to them here throughout this entire document unless explicitly mentioned otherwise:
- “Account” means a User’s digital account created and maintained on the Website. A User is given the access to an Account upon its successful creation through providing the Website with all the required information.
- “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.
- “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.
- “Company” (also referred to as “we,” “us,” or “Ivy Project”) 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.
- “Cryptocurrency” means digital currency, represented by Bitcoin (BTC) or Ethereum (ETH) or any other permitted digital currency used by Users to purchase Tokens.
- “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.
- “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.
- “ivyKoin Tokens” or “Tokens” means cryptographic tokens, which have been or are proposed to be released by ivyKoin.
- “Party” refers to either the Company or the User who are bound by these T&C and “Parties” refers to both of them together.
- “USD” means United States Dollars.
- “Use” means use of the Website in any manner.
- “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.
- “Website” means the website located at www.ivyproject.com and any related portal which is maintained and operated by the Company.
- “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.