GENERAL TERMS AND CONDITIONS

Dated: April 27th  2020

 

THESE TERMS AND CONDITIONS (THE “TERMS”) ARE THE TERMS AND CONDITIONS ON WHICH CRISPMIND LTD (THE “COMPANY”) OFFER THE PERSONALISED BLOCKCHAIN BASED TOKEN (SOFTWARE), DEFINED BELOW, AND ON WHICH THE BUYER (THE “BUYER” AND/OR “YOU”) HEREBY ACKNOWLEDGE THE TERMS ON WHICH THE SOFTWARE IS OFFERED AND PURCHASED.

PLEASE READ THESE TERMS CAREFULLY. BY MAKING A CONTRIBUTION TO THE COMPANY FOR THE PURCHASE OF ANY SOFTWARE FROM THE COMPANY DURING THE CONTRIBUTION PERIOD (AS DEFINED BELOW), YOU WILL BE BOUND BY THESE TERMS. THESE TERMS ARE TO BE READ SUBJECT TO AND IN CONJUNCTION WITH THE WHITEPAPER (AS DEFINED BELOW).

BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE COMPANY. THESE TERMS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF SOFTWARE AND NAVIGATE AWAY FROM THE WEBSITE (AS DEFINED BELOW).

 

  1. Allocation of Tokens 

4.1. Subject to the Terms, the Company shall allocate and distribute the SOFTWARE to the Buyer as more particularly detailed in the listing description. The Company shall, from time to time, provide on the Website procedures and other instructions for purchasing SOFTWARE.

4.2. The Buyer shall follow the procedures set forth by the Company on the Website for purchasing the SOFTWARE.

4.3. The Buyer shall provide the Company with a digital wallet address to which the Company shall distribute SOFTWARE upon receipt of the Buyer’s Contribution.

 

  1. Nature of SOFTWARE 

5.1. The purchase of the SOFTWARE by the Buyer:

(a) shall not provide the Buyer with any rights in respect of the Company or its revenues or assets, voting, distribution, redemption, liquidation, property (including all forms of Intellectual Property), or other financial or legal rights;

(b) shall not be deemed to be a loan, security and/or other form of debt finance to the Company;

(c) shall not provide the Buyer with any equity, ownership (whether legal or beneficial) and/or other any other interest in the Company;

(d) shall not entitle the Buyer to the provision of any goods or services by the Company; and/or

(e) shall not constitute any form of money or legal tender (or representation thereof) in any jurisdiction;

(f) shall not constitute a “financial instrument” as defined in the Financial Services (Markets and Financial Instruments) Act 2006 or “investments” as defined in schedule 1 of the Financial Services (Investment and Fiduciary Services) Act 1989.

5.2. The Company shall retain all rights, title and interest in all of the Company’s Intellectual Property, and the Buyer shall not use any of the Company’s Intellectual Property for any reason without the Company’s prior written consent.

5.3. The Company makes no warranties or representations and offers no assurances (in each case whether express or implied) that SOFTWARE shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes.

 

  1. Buyer Warranties 

By purchasing the SOFTWARE, you hereby warrant and represent that each Warranty is true, accurate and not misleading.

 

  1. Know your Client 

7.1. Before you are able to make a Contribution, or at any time after making a Contribution, the Company may at its sole and absolute discretion:

(a) request that you provide certain information and documentation for the purposes of complying with any KYC or similar obligations to which the Company may be subject; and

(b) request and obtain certain other information about you in order to comply with applicable laws and regulations in to which the Company may be subject in connection with the distribution of SOFTWARE to you; and

(c) assess the risk of the Ethereum wallet address (or addresses) provided by you.

7.2  You agree that you shall, upon the Company’s request, promptly supply such information and documentation as may be reasonably requested by us to:

(a) carry out, to our satisfaction, all necessary KYC and/or any analogous checks; and

(b) ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the distribution of SOFTWARE.

7.3  You acknowledge and accept that we may refuse, reject or refund any contributions for the purchase of SOFTWARE (subject to any deductions due to transactional fees associated with the refund) until you provide all information and documentation that we may request under this clause 7 and we have determined that it is acceptable to allocate SOFTWARE to you under applicable law and/or the Company’s risk appetite.

 

  1. Indemnity 

8.1  To the fullest extent permitted by applicable law, that you shall indemnify, defend and hold harmless and reimburse the Company from and against any and all claims, actions, proceedings, claims, damages, demands, actions, losses, costs and expenses (including without limitation legal or other professional associated costs), incurred by the Company arising from or in connection with:

(a) your purchase or use of SOFTWARE;

(b) your responsibilities or obligations under these Terms;

(c) your breach of these Terms;

(d) any inaccuracy in any representation or Warranty by you;

(e) your breach of any rights of any other person or entity.

(together, “Third Party Claims”).

8.2  The Buyer warrants that it shall delegate the conduct of any legal proceedings (including any arbitration, negotiation or analogous proceedings) in respect of the Third Party Claim to the Company.

 

  1. Limitation of liability 

9.1  To the extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill arising from or in connection with: (a) the purchase of GRIG by you; (b) the utility value of GRIG purchased by you; (c) the use of GRIG by you; and/or (d) your access to the Website and to the mobile application.

9.2  The aggregate liability of the Company for any claims arising from or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the lesser an amount equal to the Contribution.

9.3. Nothing in this clause shall exclude or limit the liability of the Company for dishonesty, fraud, willful misconduct or willful neglect by the Company.

 

  1. Taxation 

10.1  You are solely responsible for determining whether your Contribution to the Company for the purposes described herein, the creation, ownership, use, sale or transfer of SOFTWARE, the potential appreciation or depreciation in the value of SOFTWARE over time (if any), the allocation of SOFTWARE and/or any other action or transaction contemplated by these Terms will give rise to any Tax liability.

10.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all Tax to the competent tax authorities in the jurisdiction(s) in which you may be liable to pay tax. The Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any Tax (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of SOFTWARE and/ or in connection with these Terms.

 

  1. Data Protection


IMPORTANT: The Privacy Notice sets out the type of information that we will collect, store and process in connection with your contribution via our website.

The Privacy Notice also sets out all of the rights that you have in connection with the personal data we collect, store and our obligations to protect that personal data.

Please ensure that you have read and understood the terms of our Privacy Notice.

11.1 You acknowledge that, in collating the KYC information in accordance with clause 5 of these Terms, we may require you to provide information and documents relating to:

(a) your identity;

(b) your residential and/or business address;

(c) the source of your wealth and/or the funds used to make a Contribution;

(d) any information associated with the Ethereum wallet used for the Contribution; or

(e) any other document from which you may be identified, (the “Personal Data”).

11.2 We will not disclose the Personal Data save as expressly permitted by these Terms and/or the Data Protection Legislation.

11.3 The Company shall Process the Personal Data in accordance with the Data Protection Law and for the purposes more specifically detailed in the privacy notice.

11.4 The Buyer warrants and represents that it has read and understood the privacy notice.

11.5 The Company will keep a record of any processing of Personal Data it carries out on behalf of the Contributor.

11.6 At your request, the Company shall provide you with a copy of all Personal Data held by it in the format and on the media reasonably specified by you.

11.7 You acknowledge, understand, accept, represent and warrant that, in accepting these Terms, you are irrevocably consenting to the ability of the Company to process and/or transfer your Personal Data.

11.8 You acknowledge, accept and understand that, if required and permitted under these Terms, we may transfer Personal Data to a country outside of the EEA on the basis that the recipient affords the Personal Data an adequate level of protection and on the basis that you have the same rights (and the ability to enforce those rights) in respect of your Personal Data with the recipient.

 

  1. Notices 

12.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email:

(a) in the case of the Company to the address contact@grig.ai;

(b) in the case of the Buyer to the address held on record by the Company for the Buyer.

12.2 A notice sent in accordance with clause 12.1 shall be deemed to have been received at the time of transmission.

12.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

  1. Dispute Resolution and Arbitration 

PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

13.1  Subject to clause 13.2, the Parties agree that any claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) shall first seek settlement of the Disputes by mediation in accordance with the Arbitration Rules of the State of Illinois (the “Rules”), which are deemed to be incorporated by reference into this clause. If Disputes are not settled by mediation within 30 business days of commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Rules, which Rules are deemed to be incorporated by reference into this clause.

13.2 Clause 13.1 shall not apply to Disputes in which the Company seeks injunctive or other equitable relief for the alleged unlawful use of Intellectual Property.

13.3 Any Dispute arising out from or in connection with these Terms are personal to you and the Buyer will not be able to engage with any third party for the purposes of bringing a joint action against the Company with any other third parties in connection with these Terms.

13.4 Any mediation and arbitration brought by any party in connection with these Terms shall take place in Chicago, Illinois and shall be conducted in English.

13.5 The arbitration shall be conducted by an independent third party appointed in accordance with the Rules.

 

  1. Severance 

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

 

  1. Amendments 

We may amend these Terms from time to time, including where there are changes to the intended functionality of GRIG or as may be otherwise required by any laws or regulatory requirements to which we are subject. If we make any amendments to these Terms, we will publish a notice together with the updated Terms on the Website and we will change the “Last Updated” date at the top of these Terms. Any amended Terms shall become effective immediately upon the publication of such notice and updated Terms on the Website.

 

  1. No Partnership or Agency 

The Parties confirm that they are acting on their own and that nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

 

  1. Language 

These Terms and the Whitepaper have been drafted and presented in the English language and the English version of these terms shall prevail over any translation of the same.

 

  1. Rights and Remedies 

The rights and remedies provided for under these terms are in addition to and not exclusive to any rights or remedies provided by law.

 

  1. Force Majeure 

Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of their respective obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

 

  1. Third Party Rights 

This agreement does not give rise to any rights of third parties.

 

  1. Governing law 

These Terms, the Whitepaper and any Dispute arising from or in connection with them with it or its subject matter or formation shall be governed by and construed in accordance with the law of United States of America and the Courts of United States of America shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.

 

THE BUYERS REPRESENTATIONS AND WARRANTIES In purchasing the SOFTWARE, you irrevocably represent and warrant that:

  1. you have read and understood these Terms;
  2. you have read and understood the Listing;
  3. you have the necessary authority to accept and enter into these Terms and perform the obligations contained herein;
  4. the acceptance of these Terms and the entry into a binding agreement with  the Company shall not result in any breach of, be in conflict with, or constitute a material default under:

(a) any provision of the Buyer’s constitutional documents (in the case of a body corporate);

(b) any provision of any judgment, decree or order imposed on you by any court of competent jurisdiction, governmental authority and/or regulatory authority; and/or

(c) any material agreement, obligation, duty or commitment to which you are a party or are bound;

  1. you are not an Ineligible Applicant.
  2. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, token storage facilities (including digital token wallets), distributed ledger technology, blockchain technology and analogous systems;
  3. you have obtained sufficient information about the potential future use and functionality of SOFTWARE to make an informed decision to purchase the SOFTWARE;
  4. you understand that SOFTWARE confer only a limited potential future right or expectation to use and interact with the Company as more particularly described in the Listing, and that SOFTWARE does not confer any other rights of any kind with respect to the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights.
  5. where the Buyer is an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and to enter into a binding agreement with the Company;
  6. where the Buyer making a contribution for the purchase of SOFTWARE is a corporate entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which it is incorporated;
  7. where the Buyer is a body corporate, the individual(s) acting on its behalf have been duly authorised in accordance with that body corporate’s constitutional documents to accept these Terms and enter into a binding agreement with the Company for and on behalf of the body corporate;
  8. you are making a contribution for the purchase of SOFTWARE to potentially use and interact with the Company at a future point in time and is not making a contribution under these Terms for any other use or purpose;
  9. any contribution to be made by you for the purchase of SOFTWARE is not derived from or related to any unlawful activities;
  10. you shall not use SOFTWARE to finance, engage in, or otherwise support any unlawful activities;
  11. the contribution shall be transferred to the Company using a pa :

(a) is registered to the Buyer and that the Buyer is the owner of the private key of the Ethereum wallet; and

(b) is not located in or that is not registered in the name of a person located in or resident of any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory” (a “Prohibited Jurisdiction”);

  1. making a contribution and receiving SOFTWARE under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws;
  2. you are not a citizen of or resident or domiciled or, in the case of a body corporate, incorporated or registered in a Prohibited Jurisdiction or making a contribution for the purchase of SOFTWARE from a location in a Prohibited Jurisdiction;
  3. you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a countrywide or territory-wide sanctions by any Government and/or regulatory authority;
  4. you will comply with any and all Tax obligations in your jurisdiction of domicile and/or incorporation/registration (in the case of a body corporate);
  5. you are not Insolvent.
  6. you understand and accept the risks of participating in token generation events relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial.

END