Terms & Conditions
These Terms and Conditions (these “Terms”, which may be amended from time to time) constitute a legally binding contract between the Company and the Purchaser (Company and Purchaser are herein referred to individually as a “Party” and, collectively, as the “Parties”).
- SKX – shall mean the “SKYRUS NETWORK Coin”, cryptocurrency token issued by the Company during Pre-Sale and ICO;
- Company – shall mean the Company SKYRUS NETWORK PTE LTD that is based in Singapore, with a website address of WWW.SKYRUS.IO, as of the date of the start of ICO Process;
- BTC and ETH – are the abbreviation name of the Bitcoin and/or Ethereum cryptocurrency which is allowed for purchasing the SKX Coins;
- ICO – shall mean the Initial coin offering of the SKX tokens as set forth in these Terms;
- Pre-Sale – shall mean the pre-sale event of the ICO as set forth in these Terms;
- Skyrus Network – shall mean a decentralized peer-to-peer exchange platform Purchaser or Purchasers – shall mean anyone who acquires the SKX tokens during the Pre Sale or the ICO directly from the Company;
- Wallet – shall mean the technical solution to store the private and public keys of the wallet and to send and receive coins (i.e. cryptocurrencies and other cryptographic tokens);
- Ether Wallet – shall mean means any blockchain addresses which the Purchaser own on the Ethereum cryptocurrency network.
- Website – shall mean the website of the Company https://skyrus.io through which the Purchaser may buy SKX tokens;
- Whitepaper – shall mean the informative document describing the technical and business aspects of the SKX tokens. The Whitepaper is of a descriptive nature only and is not binding and do not form part of these Terms.
- ICO Process – shall mean all sale event or sale duration of SKX tokens, of which terms and conditions are described in the Terms, including the Pre-Sale and ICO.
- These Terms shall govern the sale of the SKX tokens during the Pre-ICO and the ICO, the rights of the Purchaser resulting from holding the SKX tokens.
- The SKX tokens are not intended to qualify as securities. The Pre-Sale and the ICO are not intended to qualify as an offering of securities or any other means of investment in any jurisdiction. Purchaser acknowledges and agrees that the sale of SKX tokens and the SKX tokens themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. These Terms and all other documents, including Whitepapers, referred to herein, do not constitute a prospectus or offering document and are not an offer to sell nor the solicitation of an offer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.
- The SKX tokens shall be freely transferable after the Pre-Sale and the ICO on the SKYRUS cryptocurrency exchange platform where the token shall be listed.
- These Terms or the Whitepaper have not been subject to any regulatory approvals, checks or registration.
- The Purchaser may contact the Company for any questions regarding these Terms or the Whitepaper by sending an e-mail to email@example.com
RESTRICTIONS TO PURCHASING OF SKX COINS DURING PRE-ICO AND ICO
- The Purchaser shall be prohibited to purchase the SKX tokens if the Purchaser is a citizen or a resident of the United States of America (the “USA”, including all territories of the USA). The prohibition to purchase the SKX tokens applies also to any individual representing a legal entity which is registered in the USA (including all territories of the USA).
- The Purchaser shall be prohibited to purchase the SKX tokens if the Purchaser is a citizen or a resident of the People’s Republic of China. The prohibition to purchase the SKX tokens applies also to any individual representing a legal entity which is registered in China.
CONDITIONS FOR PURCHASING TOKENS IN THE PRE-ICO AND THE ICO
- The Purchaser may purchase the SKX tokens directly from the Company within the period of the Pre-ICO or the ICO.
- The Company shall issue 25,000,000 SKX tokens which will be distributed as follows: 3,000,000 SKX tokens will be distributed during the Pre-ICO. During the ICO, 22,000,000 SKX token will be distributed, out of total 40,000,000 SKX tokens.
- The Purchaser shall buy the SKX tokens through the Website.
- In order to purchase the tokens during the Pre-ICO and the ICO, each Purchaser must have an Ether Wallet into which the SKX tokens purchased shall be transferred.
- Contributions to purchase SKX token shall be made in BTC or ETH and such contribution must be sent from a Wallet in respect of which the Purchaser can identify the Purchaser’s private key. The Purchaser’s private key shall be required to verify the Purchaser’s BTC or ETH contribution to the Company and to enable the Company to issue SKX tokens to the Purchaser through the Smart Contract System. ETH contributions shall be sent to the Ethereum wallet address specified on the Website.
- The specific period of Pre-ICO and ICO will be announced through the Website.
- For the Purchasers who purchase SKX token in the ICO period, the issuance and transfer of the SKX tokens to the Wallets of the Purchasers will take place after the ICO at an earliest possible date.
- The minimum purchase during the Pre-ICO and the ICO is 0.3 BTC or 10 ETH and the maximum purchase of 100 BTC or 2000 ETH per Purchaser.
- Exchange rate of the amount of the SKX tokens and BTC or ETHs in the Pre-ICO and ICO are as follows:-
- PRE-ICO: 1 BTC: 2150 SKX 1 ETH: 75 SKX
- ICO: 1 BTC: 1400 SKX 1 ETH: 45 SKX
- In order to purchase SKX tokens during the Pre-ICO and the ICO, the Purchaser shall register using a registration and purchase form available on the Website and shall be approved through the KYC process following the instructions on the Website. The payment for the SKX tokens to be purchased shall be made subject to the payment instructions provided during the purchase process.
- The Purchaser shall be entitled to receive the amount of SKX tokens calculated by the amount of BTC or ETH the Purchaser actually transferred to the Company during the Pre-ICO period and ICO period.
- The SKX tokens which have not been sold to the Purchasers during the Pre-ICO or the ICO may be reserved by the Company.
- In order to protect the value of SKX tokens, the Company may destroy or retire certain amount of SKX tokens (the “Token Retirement”) or freely issue and grant certain amount of new SKX tokens (the “Token Increase”) both of which the Purchasers shall be informed in prior.
- Purchaser acknowledges and understands that the Company may modify the timing, sale price, and number of SKX tokens available for sale at any time during the Pre-ICO period and ICO period. Purchaser further acknowledges and understands that the Company reserves the right to terminate the sale process at any time and withdraw any unsold SKX tokens from the ICO process.
REPRESENTATION AND WARRANTIES
- By participating in the sale of the SKX tokens, the Purchaser fully agrees with the Terms herein. The Purchaser acknowledges that if the Purchaser does not agree to the Terms herein the Purchaser may not purchase the SKX tokens.
- By participating in the sale of the SKX tokens during the Pre-ICO and the ICO the Purchaser represents and warrants to the Company that:
- The Purchaser has carefully reviewed these Terms, the Whitepaper and any other relevant documents and agrees to be bound by these Terms;
- The Purchaser understands the costs and benefits of purchasing the SKX tokens;
- The Purchaser understands and accepts the risks set in the Appendix to these Terms;
- The Purchaser has consulted with legal, financial, accounting, and/or tax professionals in the country or jurisdictional area of the country the Purchaser reside in and the country or the jurisdiction the Company located at or fell in and in its resident jurisdiction as deemed necessary by the Purchaser for making an informed decision for acquiring the SKX tokens;
- The Purchaser understands that the Company provides no advice and makes no representation as to the tax implication of any jurisdiction. Content of the documents presented by the Company are not intended to provide any tax advice;
- The Purchaser is not restricted to purchase the SKX tokens as set in Section 3 of these Terms;
- The Purchaser has the full legal capacity under the laws of the jurisdiction the Purchaser is domiciled to enter into these Terms, including that the Purchaser is at least 18 years old and meets any other full legal capacity requirements;
- Being a representative of a legal entity, the Purchaser has the full right of representation (either an authorization or right of representation arising from the law) to purchase the SKX tokens and to accept and enter into these Terms on behalf of the legal entity;
- The Purchaser has sufficient level of understanding of the technical and economic aspects of the ICO and the SKX tokens, including but not limited to the understanding of cryptographic tokens (like ETH), smart contracts, cryptographic wallets, blockchain and any other aspect in respect of these Terms in order to understand the benefits and risks of the ICO and purchasing of the SKX tokens;
- The Purchaser understands and accepts that the SKX tokens do not represent any ownership right (a share or other similar tradeable right), dividend, share of profit or any other rights (voting rights) which any of the ownership rights may encompass nor is a loan to the Company;
- The Purchaser acknowledges that except to the extent required by applicable law, the Company is not required to provide refund or reimbursement for any reason after the purchase of the SKX token and that all purchases are final;
- The Purchaser is able to financially bear the fluctuations in price of the SKX tokens;
- The Purchaser has received sufficient information by the Company in these Terms, in the Whitepaper and in any other relevant document in regard to the SKX, all aspects of the ICO and the risks related hereto;
- The Purchaser acknowledges that the information provided to the Purchaser on the Website, in the Whitepaper or any other documents related to the Company, the SKX tokens, or the ICO may not be exhaustive and complete. The Purchaser should obtain additional information on its own in order to receive more information on the Company, the SKX tokens, the ICO and the elements of ICO, if it is deemed necessary by the Purchaser;
- The Purchaser acknowledges that the SKX tokens shall be provided on an “as is” basis and without any representation or warranties of any kind;
- The Purchaser does not purchase the SKX tokens for any illegal or non-ethical purpose;
- The funds, including any fiat, virtual currency or cryptocurrency the Purchaser use to purchase SKX tokens, are not derived from or related to any unlawful activities, including, but not limited to, money laundering or terrorist financing, and the Purchaser will not use the SKX tokens to finance, engage in or otherwise support any unlawful activities;
- All payments or contribution by the Purchaser under this Term will be made only in the Purchaser’s name;
- To the extent required by applicable law, the Purchaser comply with all anti-money laundering (“AML”) and counter the financing of terrorism (“CFT”) requirements, including, but not limited to, (a) any applicable money laundering statutes of all jurisdictions in which the Purchaser is located, resident, organized or operate, and the rules and regulations thereunder, and/or (c) any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental authority to which the Purchaser are subject;
- The purchaser understands and accepts the risks of contributing to early stage blockchain start-up business and acknowledge that these risks are substantial. The Purchaser further warrants and represents that the Purchaser’s contribution does not represent a meaningful or substantial proportion of the Purchaser’s wealth or net worth, and that the Purchaser are willing to accept the risk of loss associated with the contribution made under these Terms.
- The Purchaser agrees for being solely responsible for determining the amount of any taxes that the Purchaser may owe as a result of these Terms, ICO Process and SKX tokens, and is solely responsible to collect, report and remit any such taxes required under law applicable to the Purchaser. The Purchaser is obliged to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with this ICO Process and the receipt, holding, use, purchase, appreciation or trading of the SKX tokens.
- The Company has no responsibility to collect, report or remit any applicable taxes in connection with these Terms, ICO Process and SKX tokens, unless so foreseen by applicable mandatory laws of the country or the jurisdiction the Company located at or fell in.
- The Purchaser must provide full and correct data to the Company which may be necessary for determining taxable status of payments made by the Company, including information evidencing the tax residency of the Purchaser. The Company has a right to withhold any payment due incurred by these Term, if any, to the Purchaser if the taxable status is unclear up to the moment the taxable status and tax related obligations of the Purchaser become clear to the Company.
- The Purchaser hereby agrees to fully indemnify, defend and hold the Company (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with these Terms, ICO Process and the SKX tokens.
- The purchase price that the Purchaser pay for SKX tokens is exclusive of all applicable taxes. The Purchaser are responsible for determining what, if any, taxes apply to the purchase of SKX tokens and any transactions taking place as a result of or in connection with this ICO Process, including, for example, sales, use, value added and similar taxes, according to the applicable laws.
The Purchaser is responsible for maintaining adequate security for purchasing, storing and using the SKX tokens, including the safekeeping any private keys, identification or login details. The Purchaser shall expressly acknowledge and agree that SKX tokens purchased by the Purchaser may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of requisite private key(s) associated with the Purchaser’s digital wallet or vault storing SKX tokens will result in loss of such SKX tokens, as well as access to the Purchaser’s SKX token balance. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service the Purchaser use, may be able to misappropriate SKX tokens owned by the Purchaser. The Company is not responsible for any such losses.
- To the fullest extent permitted by any applicable law, the Purchaser shall indemnify to the Company and any of its affiliates, directors, officers or employees for all damages, losses, costs, fines and penalties subject to compensation in any jurisdiction which the persons outlined in this Section suffered, incurred or received as a result the Purchaser breaching any of the representations, warranties or any other obligations set forth in these Terms.
- The Purchaser shall also indemnify any damages, costs or expenses subject to compensation under any jurisdiction incurred due to any third party claim against the Company and any of its affiliates, directors, officers or employees arising from the breach of warranty, representation or any other obligation set forth in these Terms.
- The Company shall not liable for any damages suffered by the Purchaser as a result of force majeure or any other actions beyond the control of the Company.
- The Company shall not be liable for any unauthorized or illegal participation in and purchase of the SKX tokens during the ICO Process as set in Section 2 of these Terms.
- The Company shall not liable for any damages or losses (including substitution of the SKX tokens lost) resulting from the Purchaser not implementing sufficient measures to secure its Wallet or the SKX tokens.
- The Company shall not be liable for any damages or losses the Purchaser has incurred if any of the risks set in the Appendix materialize.
- The Company may assign these Terms and any of its right and obligations hereunder, at its own discretion, to an entity (the “New Entity”) owned, controlled, or affiliated by the Company. Upon such assignment, all of the Company’s right, title and interest in and to and rights and obligations under these Term, or otherwise, including, without limitation, any rights, obligations, remedies, causes of action or other inchoate rights arising thereunder and any and all rights the Company has or may have in, to and with respect to the these Terms shall be granted, conveyed, transferred, assigned and set over to the New Entity without the Purchaser’s consent. The Company will not assign these Terms and any of its right and obligations hereunder to an entity if such entity is not owned, controlled or affiliated by the Company and not suitable for implementation of future business model set forth in the Whitepaper, as of such assignment.
- The Purchaser hereby agrees and acknowledges that the Purchaser will represent and warrant to the New Entity as set forth in these Terms.
JURISDICTIONS, DISPUTE RESOLUTION AND OTHER
- The Company and the Purchaser agree to make good faith efforts to negotiate and resolve any dispute, controversy or claim arising between the Parties relating to these Terms.
- These Terms are governed by the laws of the Singapore.
- If the Parties, or their representatives, are unable to resolve the dispute within 30 days by negotiations then any dispute, controversy or claim arising out of these Terms, or the breach, termination or invalidity thereof, which the Parties have failed to solve by negotiations, such dispute will be brought and will be resolved by arbitration in Singapore International Arbitration Center (SIAC). In any event, the award of the arbitral tribunal shall be final and binding upon the disputing Parties, and the prevailing Party may apply to any court of competent jurisdiction for enforcement of such award.
- If any clause or provision in these Terms is held unlawful, void or unenforceable, then that clause or provision will not affect the validity or enforceability of any of the remaining parts of these Terms.