The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of cryptographic tokens ("CIL") from Circuli, a company incorporated in Singapore (the “Company”). Each of you and the Company is a “Party” and, collectively, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the conditions of the CIL token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE CIL FROM THE COMPANY. BY PURCHASING CIL FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT email@example.com. By purchasing CIL, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Circuli Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of CIL, including losses associated with the terms set forth below.
DO NOT PURCHASE CIL IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING CIL, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE CIL.
PURCHASES OF CIL SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM (hereinafter also referred as “ETH”) TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF CIL DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF ETH OR CIL RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE CIL OR PARTICIPATE IN THE SALE OF CIL. YOUR PARTICIPATION IN CIL SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE CIL TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
Conditions to CIL token sale
YOU MAY NOT ACQUIRE A CIL TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF SOUTH AFRICA, THE CAYMAN ISLANDS, THE REPUBLIC OF KOREA, THE PEOPLE’S REPUBLIC OF CHINA, OR ANY COUNTRY WHERE PARTICIPATING IN AN INITIAL COIN OFFERING IS RESTRICTED.
When you purchase, or otherwise receive, a CIL token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the CIL tokens:
Overview of CIL sale
CIL is required for proper operation and comprehensive utilization of the Circuli platform (as defined in the white paper (the “White Paper”) provided at https://Circuli.io (the “Website”) as of the date the Purchaser acquires CIL token). After the CIL sale, each CIL is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to CIL are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or CIL from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of CIL portfolio) and block their acquisition.
The total amount of CILs to be issued during the Initial Coin Offering is 400,000,000 (roughly equivalent to US$40,000,000). Ownership of CIL during the CIL token sale carries no rights express or implied. Purchases of CIL are non-refundable.
The anticipated distribution of the CIL tokens is as follows:
Purchasers in the СIL token sale will allocate their CIL tokens in exchange for ETH at the following rate:
Timing of CIL Token Sale (“CIL sale”)
The general public will be able to see the timing and the total number of CIL tokens currently sold, as well as the distribution of all CIL tokens between the participating Ethereum accounts. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold as well as the share of CIL tokens allocated to the shareholders of Company. Furthermore, the Ethereum accounts used to store ETH during the CIL sale duration will be publicly available and their balances will be made available on the Website.
The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
After the CIL Token Sale
The Purchasers should have no expectation of influence over governance of the Company. Upon the conclusion of a successful CIL sale, the digital assets backing each CIL token will be transparently purchased. The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each CIL token. Through this audit, you can track and confirm that the digital assets backing your CIL have been received and acquired. Access to the audit results does not constitute a CIL purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased CIL tokens.
Prior to a Purchaser selling CIL after the CIL token sale completion, such Purchaser shall ensure that the buyer of any such CIL (the “Buyer”) undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the CIL token sale. The Purchaser shall be liable for any disputes between the Purchaser and the Buyer and indemnify the Circuli Team on such disputes.
The Company Will Not Purchase CIL during the CIL Sale
The Company warrants that neither it nor its shareholders will purchase CIL during the CIL sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase CIL from any third party during the period of the CIL sale.
All purchases of CIL are final
ALL PURCHASES OF CIL ARE FINAL. PURCHASES OF CIL ARE NON-REFUNDABLE. BY PURCHASING CIL, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON. ALL COSTS AND RISKS ARISING FROM OR RELATING TO ANY REFUND OF PAYMENT MADE DURING THE TOKEN SALE SHALL BE BORNE BY THE PURCHASER FULLY.
ANY REFUND MADE BY THE COMPANY TO ANY PURCHASER PURSUANT TO THESE TERMS SHALL BE MADE IN THE CURRENCY OF THE ORIGINAL PAYMENT (UNLESS OTHERWISE AGREED BY THE COMPANY AND THE PURCHASER) WITHOUT ANY INTEREST AND THE EXPENSES THAT THE COMPANY HAS INCURRED OR MAY INCUR IN THE FUTURE IN CONNECTION WITH SUCH REFUND, INCLUDING, WITHOUT LIMITAION, ANY TRANSACTION, NETWORK OR EXCHANGE FEES, AND ALL REASONABLE TRANSACTION COSTS INCURRED BY THE COMPANY IN CONNECTION WITH THE TOKEN SALE.
THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE TO PERFORM ANY REFUND WHERE SUCH DELAY TO FAILURE ARISES FROM THE RELEVANT PURCHASER FAILING TO PROVIDE THE COMPANY WITH THE REQUESTED INFORMATION WITHIN THE TIME STIPULATED BY THE COMPANY..
Taxation of CIL and Taxation Related to the ICO
The Purchaser bears the sole responsibility to determine if the purchase of CIL with ETH or the potential appreciation or depreciation in the value of CIL over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing CIL, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of CIL.
The Circuli Team is not liable for failure to perform solely caused by:
or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the Circuli Team may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances.
Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING CIL AT THE PURCHASER'S SOLE RISK AND THAT CIL IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE CIRCULI TEAM WARRANTS THAT THE PROCESS FOR PURCHASING CIL WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitations and Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, CIL OR (ii) THE CIRCULI TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE CIRCULI TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, CIL, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO CIL. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE CIRCULI TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF CIL, AND THAT THE RISK OF PURCHASING AND USING CIL RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE CIRCULI TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF CIL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE CIRCULI TEAM.
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of CIL. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of CIL and supersede any public statements about the CIL token sale made by third parties or by the Circuli Team or individuals associated with any of the Circuli Team, past and present and during the CIL token sale, including the Circuli White Paper.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms 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 Terms 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 these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Circuli Team shall be deemed a modification of these Terms nor be legally binding.
Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing CIL. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Circuli Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of CIL; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold CIL purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any Circuli's communications is considered official. The English version shall prevail in case of differences in translation.
These Terms and any non-contractual obligations arising out of or in connection with these Terms will be governed by and construed in accordance with the laws of Singapore (without regard to its conflict of laws principles).
Any dispute arising out of or in connection with these Terms (including, without limitation, the enforceability of this arbitration clause and any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this arbitration clause. The seat of the arbitration shall be Singapore.
The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The International Arbitration Act (Cap. 143A), as amended from time to time, shall apply to any arbitration proceedings commenced under these Terms.
By purchasing, owning, and using CIL, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to CIL Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of CIL stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing CIL will result in loss of such CIL. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your CIL. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store CIL in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your CIL. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving CIL, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
2. Risks Associated with the Ethereum Protocol
Because CIL will initially be purchased on the Ethereum platform, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the CIL ICO. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the CIL and the platform, including the utility of the CIL for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or CIL in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and CIL, including the utility of CIL for obtaining services.
4. Risks Associated with Markets for CIL
If secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to CIL (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
5. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, CIL are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
6. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of CIL and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Circuli platform and CIL. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and CIL. Regulatory actions could negatively impact the platform and CIL in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of CIL constitutes unlawful activity or that CIL are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
7. Risks Arising from Taxation
The tax characterization of CIL is uncertain. You must seek your own tax advice in connection with purchasing CIL, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
8. Risk of Competing Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Circuli services.
9. Risks Arising from Lack of Governance Rights
Because CIL confer no governance rights of any kind with respect to the Circuli platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any CIL you own, including their utility for obtaining services.
10. Unanticipated Risks
Cryptographic tokens such as CIL are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of CIL, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the CIL sale, please contact firstname.lastname@example.org.