Please read these terms of token sale carefully. By purchasing CCX Tokens from Crypto Circle eXchange you will be bound by these terms of token sale and all terms incorporated here by reference.
If you do not agree to these terms of token sale, do not make any contribution to Crypto Circle eXchange and do not purchase CCX Tokens.
This Token Sale Agreement (hereinafter the “Agreement”) is entered into by and among you or the entity that you rightfully and legally represent (“Buyer” or “You”) and CRYPTO CIRCLE EXCHANGE Ltd. (“Seller”, “Company” or “Crypto Circle eXchange”), a company established and existing under the laws of Malta, registered with the Registrar of Companies for Malta, and regulates purchase of CCX Tokens. Buyer and Seller are herein individually referred to as a “Party” and collectively, as the “Parties”.
(A) The Company is issuing and selling up CCX Tokens for the purposes indicated in the White Paper, during an ICO event that is planned to commence on October 18, 2018;
(B) The Buyer is interested in purchasing CCX Tokens and supporting and funding the development of the Crypto Circle eXchange Platform;
NOW, THEREFORE, it is mutually agreed as hereafter set forth:
1.1. The following words and phrases used in this Agreement shall have the following meanings, except where the context clearly requires otherwise:
“Company Parties” means Company and its respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns. “Company Party” means one of the foregoing, as the case may be.
“Cryptocurrency” means Ethereum (ETH) cryptocurrency which the Company will accept as the payment for CCX Tokens.
“Damages” means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.
“Disputes” has the meaning set out in Article 10.2.
“Fiat Currencies” means the legal tender currency circulated in specific country or region, such as US dollars, Euro, etc.
“GDPR” means the new EU General Data Protection Regulations, which came into force on 25 May 2018.
“Crypto Circle eXchange Platform” means the solution described in the White Paper and to be developed by the Company.
“CCX Tokens” has the meaning ascribed to it in the foregoing Preamble.
“Notices” has the meaning set out in Article 13.8.
“Restricted Persons” has the meaning, set out in Article 3.3.
“Services” means the services and other use cases which Company provides to the holders of the CCX Tokens via the Crypto Circle eXchange Platform and which are more specifically described in the White Paper.
“Token Generation Event” means the event organized by the Company to sale CCX Tokens as set out in the White Paper (as may be amended from time to time).
“Website” means https://www.cryptocirclex.com and all subdomains and all their respective pages.
“White Paper” means the document describing the Crypto Circle eXchange Platform, the CCX Tokens, the Services, and other matters related to the Crypto Circle eXchange Platform, and available on the Website (as may be amended from time to time).
2.1. Company will conduct a sale of the CCX Tokens, which will begin on October 18, 2018.
2.2. On the terms and subject to the conditions provided under this Agreement, the Company sells to the Buyer and, respectively, the Buyer purchases from the Company CCX Tokens in exchange of a purchase price of 0.09 USD per CCX Token.
2.3. Payment for CCX Tokens shall be made, at Buyer’s discretion:
2.4. There is a minimal amount of payment for the CCX Tokens that Buyer will be able to make. At any specific time, such minimal amount may vary for Cryptocurrencies, depending on the applicable exchange rate between the payment currency and Ethereum (ETH). The information on such minimal amount will be available on the Website at any specific time.
2.5. CCX Token is divisible, therefore fractional share of CCX Token may be purchased.
2.6. CCX Tokens are intended to be used only:
2.7. Buyer hereby accepts explicitly and agrees that:
2.8. Additional details with respect to the CCX Tokens, the Services and Crypto Circle eXchange Platform are provided in the White Paper.
2.9. Ownership of the CCX Tokens carries no rights, express or implied, other than the right to use the CCX Tokens and obtain the Services and the potential benefits as specified in Article 2.6. In particular, CCX Tokens:
3.1. The substantial information about the procedures and material specifications of the CCX Token Sale are provided in the White Paper, including details regarding the timing, pricing of the CCX Token Generation Event, and the number of CCX Tokens to be sold and distributed.
3.2. Buyer acknowledges that it understands and has no objection to these procedures and material specifications. Failure to follow such procedures may result in Buyer not receiving any CCX Tokens.
3.3. CCX Tokens are not being offered or distributed to the following restricted persons (the “Restricted Persons”):
3.4. The Restricted Persons are strictly prohibited and restricted from purchasing and using the CCX Tokens and Company Parties are not soliciting purchases and usage by Restricted Persons in any way.
4.1. Buyer shall implement reasonable measures for securing the wallet, vault or other storage mechanism utilized to receive and hold the purchased CCX Tokens, including any requisite private keys or other credentials necessary to access such storage mechanisms.
4.2. In the case that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s CCX Tokens and/or access to Buyer’s account. Company Parties are under no obligation to recover any CCX Tokens and are not liable for such loss of Buyer’s CCX Tokens.
5.1. Company reserves the right to conduct “Know Your Customer” and “Anti-Money Laundering” checks on Buyers if deem necessary or it becomes required by the applicable laws.
5.2. Upon any Company Party’s request, Buyer shall immediately provide to respective Company Party information and documents that such Company Party, in its sole discretion, deems necessary or appropriate to conduct “Know Your Customer” and “Anti-Money Laundering” checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Company may, in its sole discretion, refuse to distribute CCX Tokens to Buyer until such requested information is provided.
5.3. Company reserves the right to refuse or reject the offer on acquisition of the CCX Tokens from Buyer that, according to the information available to Company Parties, is suspected in receiving the funds used for the CCX Token purchase or in using the CCX Tokens or the Crypto Circle eXchange Platform, with the aim of money laundering, terrorism financing, or any other illegal activity. In addition, Company has the right to use any possible efforts for preventing the money laundering and terrorism financing.
6.1. The purchase price that Buyer pays for the CCX Tokens is exclusive of all applicable taxes. Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the CCX Tokens, including sales, use, value added, and similar taxes.
6.2. Buyer is responsible for withholding, collecting, reporting, and remitting the correct taxes arising from the purchase of the CCX Tokens to the appropriate tax authorities.
6.3. None of Company Parties bear liability or responsibility with respect to any tax consequences to Buyer arising from the purchase of the CCX Tokens.
7.1. By concluding the Agreement, Buyer represents and warrants to each of the Company Parties that each of the following representations and warranties is true, accurate and not misleading on the date when such sending has occurred and on the date of conclusion of the Agreement:
(A) Buyer’s Awareness of Transaction, Technology, and Risks
7.1.2. Buyer has read and understands the risks related to the CCX Tokens and usage of the Crypto Circle eXchange Platform specified in the White Paper.
7.1.3. Buyer has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand this Agreement and to appreciate the risks and implications of purchasing the CCX Tokens.
7.1.4. Buyer appreciate the risks and implications of using the CCX Tokens, Website, the Services, and method of payment for the Services specified on the Website, as well as know how to manage them, and Buyer is solely responsible for any evaluations based on such knowledge.
7.1.5. Buyer has obtained sufficient information about the CCX Tokens to make an informed decision to purchase the CCX Tokens.
7.1.6. Buyer understands that the value of the CCX Tokens over time may experience extreme volatility or depreciate in full.
(B) Authority to Enter into Agreement
7.1.7. Buyer has all requisite power and authority to enter into this Agreement, to purchase the CCX Tokens, to use the Website and the Services and to carry out and perform his obligations under this Agreement.
7.1.8. Buyer is of sufficient age and capacity to purchase the CCX Tokens in accordance with the laws and regulations of the Buyer’s country of residence or any other applicable requirement.
(C) Buyer is not a Restricted Person
7.1.9. Buyer is not a Restricted Person and does not represent a Restricted Person
(D) Compliance with Applicable Laws and Regulations
7.1.10. The entering into and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
(E) Legal Source of the Assets Used for Payment of Services
7.1.11. The assets, including any digital assets, virtual currency or Cryptocurrency, Buyer uses to purchase the CCX Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the CCX Tokens to finance, engage in, or otherwise support any unlawful activities.
8.1. Buyer hereby acknowledges and agrees that the CCX Tokens are sold on an “as is”, “as available” and “with all faults” basis and Buyer purchases the CCX Tokens exclusively at his own risk without any express or implied representations and/or warranties of any kind by Company Parties.
8.2. Company and other Company Parties (if applicable) expressly disclaim all express and implied warranties and representations as to the CCX Tokens and the Crypto Circle eXchange Platform. None of the Company Parties makes any representations or warranties, express or implied, including:
9.1. In no event will any of Company Parties be liable for any claims, Damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including Damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) regardless of whether the Company Parties have been advised of the possibility of such Damages, liabilities, losses, costs or expenses, arising out or in connection with:
9.2. To the fullest extent permitted by applicable law, in no event will the aggregate liability of 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 this Agreement or the use of or inability to use the CCX Tokens, the Crypto Circle eXchange Platform, the Website or the Services, exceed the amount paid to Company for CCX Tokens, content, access to the Website or use of the Services.
9.3. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against any of the Company Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Company Party.
9.4. Buyer understands and agrees that it is Buyer’s obligation to ensure compliance with any legislation relevant to his country of domicile concerning purchase and use of the CCX Tokens and that Company Parties should not accept any liability for any illegal or unauthorized purchase or use of the CCX Tokens.
9.5. To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company Parties from and against any and all claims, demands, actions, Damages, losses, costs and expenses (including attorneys’ fees) incurred by a Company Party arising from or relating to:
9.6. Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under Article 9.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
9.7. Company Parties shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
9.8. If an event of force majeure occurs, the party injured hereto by the other’s inability to perform may elect to suspend this Agreement, in whole or part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
9.9. To the fullest extent permitted by applicable law, Buyer releases the 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 Buyer and Company Parties and the acts or omissions of third parties.
9.10. Buyer expressly waives any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Buyer may know or suspect to exist in favor of Buyer at the time of agreeing to this release.
10.1. This Agreement will be governed by and construed and enforced in accordance with the laws of Malta, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
10.2. Buyer and Company shall cooperate in good faith to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with them (“Disputes”). If the parties hereto are unable to resolve a Dispute within 90 days of notice of such Dispute, such Dispute shall be finally settled in arbitration proceeding as stipulated in Articles 10.4-10.8.
10.3. Any Dispute is personal to Buyer and Company and will be resolved solely through individual arbitration and will not be brought as 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.
10.4. Any Dispute shall be referred to and finally resolved by arbitration under the Rules of Malta Court of International Arbitration in force on the date on which the arbitration is commenced, which Rules are deemed to be incorporated by reference into this Article.
10.5. The tribunal shall consist of three arbitrators. Each party hereto shall nominate one arbitrator. In the event that either of the two parties hereto fails to nominate an arbitrator within 30 days after the commencement of the arbitration proceedings, then the Malta Court of International Arbitration shall nominate an arbitrator on behalf of the party or parties hereto which have failed to nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the two party-nominated arbitrators within 30 days of the last of their appointments.
10.6. The seat of the arbitration shall be Malta. The language of the arbitration shall be English.
10.7. Any award of the tribunal shall be final and binding from the day it is made.
10.8. The parties hereto agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable.
11.1. This Agreement shall terminate upon the performance of all obligations of the parties hereof. In addition to the cases stated herein, Company reserves the right to terminate this
Agreement at any time in its sole discretion, including in the event that Buyer breaches this Agreement.
11.2. Upon termination of this Agreement:
12.1.1. Your privacy is important to us. At Crypto Circle eXchange, we are committed to protecting your personal information with the highest level of integrity. This policy is intended to inform you of our privacy practices in association with the collection and use of your information obtained through our website (www.cryptocirclex.com), services, and applications.
12.1.2. We do not collect any personal information from visitors of our website. However, if you use and/or purchase our services or applications, there may be some information we collect. When we need information that personally identifies you or allows us to contact you, we will explicitly ask you for it. For example, to use the Crypto Circle eXchange platform, we may collect, store, and access one or more of the following: (1) an email address; (2) photos or video that you upload through the application or otherwise provide to us; and (3) a biometric template, comprised of a list of numbers created by us from the photos or videos you uploaded. In addition we will store any information you provide to our sales department within one of our contact forms.
12.1.3. The personal information we collect from you will be used to provide the service(s) or carry out the transaction(s) you have requested or authorized. In support of these uses, we may also use personal information to provide you with more effective customer service, and to improve our products or services. We may also use your email address to contact you regarding administrative notices from time to time. Information that is collected by or sent to us may be stored and processed in subsidiaries or agents maintain facilities. By using any of our services, you consent to any such transfer of information outside of your country.
12.1.4. We may use demographic information collected from you during the registration or purchase process (including age, location and gender data) or aggregate information from all of our users and provide that information in the aggregate to other parties, including advertisers, for marketing and promotional purposes. However, if we do so, that information will not be in the form that will allow any third party to identify you personally.
12.2. Disclosure of Information:
12.2.1. Except as described in this statement, personal information you provide will not be transferred to third parties without your consent.
12.2.2. We do not sell or rent any personally identifiable information about you to any third party. In addition, we must (and you authorize us to) disclose any information about you to private entities, law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate to address or resolve inquiries or problems, or comply with court orders, information requests from government agencies, or other legal or regulatory actions.
12.3. Security of your Information:
12.3.1. We are committed to protecting the security of your information. We use a variety of security technologies and procedures to help protect your information from unauthorized access, use, or disclosure. However, please know that due to the existing legal and technical environment, we cannot guarantee that any personal information we obtain will not be disclosed to third parties in ways not described in this policy.
12.3.2. Crypto Circle eXchange takes reasonable precautions such as policy-based access control to protect Data in our possession from loss, misuse, and unauthorized access. Crypto Circle eXchange follows generally accepted industry standards to protect the Data, both during transmission and once received by Crypto Circle eXchange. However, no method of transmission over the Internet or method of electronic storage is 100% secure. While Crypto Circle eXchange strives to protect your Data, Crypto Circle eXchange does not guarantee its security.
12.4. Personally Identifiable Information to Third Parties:
12.4.1. Crypto Circle eXchange does not share or disclose any of your Personally Identifiable Information, except as described in this section.
12.5. Children’s Privacy:
12.5.1. Although the website is a general audience site, children under 13 are not eligible to use our services and we ask that minors do not submit any personal information to us. If you are a minor, you can only use this service in conjunction with your parent or guardian.
12.7. If you have questions about this privacy statement, please write to [email protected].
13.1. Entire Agreement
13.1.2. To the extent this Agreement conflicts with the Website or any other document published from time to time on the Website (including but not limited to the White Paper), this Agreement prevails.
13.1.3. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Buyer and any of the Company Parties, whether written or verbal, regarding the subject matter of this Agreement.
13.2.1. Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement shall not be affected thereby.
13.3. Assignment of Rights and Obligations
13.3.1. Company may assign Company’s rights and obligations under this Agreement without Buyer’s consent.
13.4. No Company’s Waiver of Rights
13.4.1. Company’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision and will not limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
13.5. Third Party Rights
13.5.1. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Buyer and Company and is not intended to confer third-party beneficiary rights upon any other person or entity.
13.6.1. All notices, requests, claims, demands and other communications concerning this Agreement (“Notices”) that a Company Party provides to Buyer, including this Agreement, will be provided in electronic form by:
13.6.2. Notices provided by posting on the Website will be effective upon posting and Notices provided by email will be effective when a Company Party sends the Notice. It is Buyer’s responsibility to keep his email address current. Buyer will be deemed to have received any email sent to the email address then associated with his account when a Company Party sends the email, whether or not Buyer actually receives or reads the email.
13.6.3. Notices that Buyer provides to a Company Party must be in the English language and delivered to the Company Party by email ([email protected]). Such Notices will be effective one business day after they are sent.
13.7. Possibility to Negotiate Agreement
13.7.1. Each party hereto has had an unlimited and real opportunity to influence the terms of this Agreement as well as to propose, exclude and add any provisions of this Agreement. All the terms of this Agreement are agreed by parties hereto jointly. The circumstances of the preparation of this Agreement should not affect the interpretation of its terms and the sharing of the burden of proof between the parties hereto. If Buyer has any proposals to amend, correct or add this Agreement, he can contact Company by email ([email protected]).
13.8. Forward-looking statements
13.9.1. In this Agreement, references to “Articles” are references to Articles of this Agreement.
13.9.2. In this Agreement, unless the context indicates otherwise or the contrary is expressly stated:
13.9.3. The headings in this Agreement are inserted for convenience and reference purposes only and do not affect its interpretation.
13.9.4. The words “hereof”, “herein”, “hereunder” and “hereby” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
13.9.5. Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”.