These Terms of Initial Exchange Offering of ZAG (“Terms”) are expressly incorporated into and made a part of the EXMO’ User Agreement (the “User Agreement”) in accordance with Section 1 of the referred User Agreement.
These Terms and the User Agreement shall govern your legal relations with EXMO for the purposes of participation in the Initial Exchange Offering of ZAG tokens (the “IEO”), hosted by EXMO (as defined by the User Agreement) through its Platform using the website https://exmo.com/ (the “Site”), as well as any other services provided by EXMO relating to the referred IEO (collectively, the Platform, the Site and such services, hereinafter referred to as the “Services”).
By participating in the IEO, you agree to be bound by these Terms and the User Agreement and in cases of any discrepancies between these Terms and the User Agreement, these Terms shall prevail until the Transaction Date and the User Agreement shall prevail immediately upon the Transaction Date.
Your legal relations (if any) with Limited Liability Company «Paytomat Ukraine», a company duly organized and existing under the laws of the Ukraine with the registration number 41479451 (the “Issuer”), who is the issuer of ZAG (the “Token”), are at all times subject to the terms and conditions applied by the Issuer, which are made available by the Issuer at https://zigzag.finance/src/assets/docs/zigzag_one_pager.pdf or at any other destination notified by the Issuer.
For the purposes of your participation in the IEO, as well as for the purposes of your participation in any Transactions and/or Deposits/Withdrawals on EXMO, as well as for the purposes of any of your legal relations with EXMO, these Terms and the User Agreement shall prevail over any terms and conditions applied by the Issuer in respect of the Token.
BY PARTICIPATING IN THE IEO AND BY PURCHASING OR HOLDING TOKENS YOU ARE VOLUNTARILY CHOOSING TO ENGAGE IN SOPHISTICATED AND RISKY FINANCIAL TRANSACTIONS. YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THE SERVICES, PARTICIPATING IN THE IEO, PURCHASING OR HOLDING TOKENS AND WITH ENGAGING IN CRYPTOCURRENCY TRANSACTIONS, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH BLOCKCHAIN TECHNOLOGY AND DISTRIBUTED LEDGER TECHNOLOGY), AND HACKING.
EXMO MAKES EVERY EFFORT TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY. NONETHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE, AND IF SUCH ISSUES OR PROBLEMS ARISE IN CONNECTION WITH YOUR USE OF EXMO’S SERVICES, INCLUDING RELATING TO PURCHASING TOKENS WITHIN THE IEO, IT MAY TAKE DAYS, WEEKS, OR MONTHS TO RESOLVE, AND SOME ISSUES MAY NOT BE RESOLVED AT ALL.
BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT EXMO IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO PARTICIPATE IN THE IEO OR TO PURCHASE TOKENS USING THE EXMO’S PLATFORM.
1. MODIFICATION OF TERMS
EXMO may modify these Terms at any time, in its sole discretion by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the “Effective Date” at the top of these Terms. It is important that you review the Terms, if and whenever they are modified, since by accessing, continuing to access or use the Services in order to participate in the IEO or purchase of Tokens, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, or otherwise do not agree to be bound by the modified Terms you must stop using the Services and you may not participate in the IEO. EXMO encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to the IEO. If you have any question regarding the IEO or the use of the Site or Services, please contact our support team by filing a support request to email@example.com.
Capitalized terms used without definition in these Terms have the definitions set forth in the User Agreement.
2.1. General Requirements
Only holders of Accounts on EXMO, who are 18 years old or older and who satisfy the criteria described in these Terms may participate in the IEO. You represent and warrant that you:
- § are not located in, or a citizen or a resident of any of the Restricted Locations mentioned in Clause 2.2 below;
- § have not previously been suspended or removed from using our Services.
2.2. Restricted Locations
Your participation in the IEO through use of the Services and the Site is subject to international controls and economic sanctions requirements. By participation in the IEO you agree that you will comply with those requirements. You are not permitted to participate in the IEO if:
- § You are in, under the control of, or a national or a resident of Cuba, Iran, North Korea, Sudan, Syria, Algeria, Bangladesh, Bolivia, Nepal, Crimea (Ukrainian region), Bahamas, Botswana, Cambodia, Ethiopia, Ghana, Pakistan, Panama, Sri Lanka, Trinidad and Tobago, Tunisia, Yemen or any other country determined by FATF as high risk and other monitored jurisdictions, subject to the United States embargo, the United Nations Security Council Sanctions List, the European Union or HM Treasury's financial sanctions regimes (each a "Sanctioned Country"), or if you are a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, or the EU or HM Treasury's financial sanctions regime (a "Sanctioned Person"); or
- § You are a national and/or a resident of the USA or a legal entity whose authorized capital is owned by USA citizen and/or resident provided that amount of the latter’s share is 10 or more percent; or
- § You are the Person who fails to meet any User due diligence standards, requests, or requirements of EXMO, or otherwise appear to be of high risk, including but not limited to any of the foregoing factors.
You represent and warrant that you are not a citizen or a resident of any Sanctioned Country, that you will not participate in the IEO while located in any Sanctioned Country (including the ones restricted at the EXMO’s sole discretion), and that you are not a Sanctioned Person.
EXMO may implement controls to restrict participation in the IEO from any jurisdiction prohibited pursuant to this Clause 2.2 hereof. You agree that you will comply with this Clause 2.2 hereof, even if the EXMO’s methods to prevent participation in the IEO are not effective or can be bypassed.
3. TOKEN PURCHASES
3.1. IEO Duration
The IEO launch date and time shall be: September 26, 2019 at 8.00 p.m (UTC+3).
The total amount of Tokens available for the IEO (the “Hard Cap”) shall be equivalent to fifty (50) BTC (Bitcoins).
The IEO is expected to remain open until the earlier of the following conditions to occur: (1) September 26, 2019 at 9.00 p.m (UTC+3); or (2) the moment when the Hard Cap is reached.
3.2. Token Price
The Token Price is 0.0005 BTC per 1 (one) Token.
3.3. Account Funding
In order to purchase Tokens in the IEO you must first transfer BTC (-s) to your Account on EXMO or convert other Cryptocurrency, coins or tokens in your Account on EXMO to BTC (-s) so that you hold BTC (s) in your Account.
3.4. Orders; Purchases
A “Purchase” is a transaction during the IEO between you and Issuer, acting as a seller, whereby you dispose of BTC (-s) and acquire Token (-s), and the ownership title to such Tokens is transferred to you from Issuer as of the time when the Tokens are received by you on your Account with EXMO. An “IEO Order” is created when you enter an instruction to effect a Purchase during the IEO using the Services. When you enter an IEO Order you are irrevocably agreeing to Purchase the number of Tokens specified in your Order, as applicable in accordance with such Order. You agree to pay EXMO any applicable fees for Purchases and authorize EXMO to deduct any such fees from your Account.
3.5. No Broker or Fiduciary Relationship
EXMO is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any of IEO Orders or Purchases or other decisions or activities effected by you using the Services or relating to the IEO. No communication or information provided to you by EXMO is intended as, or shall be considered or construed as, advice. Please refer to Section 4 for a non-exhaustive list of the risks you should consider when choosing whether to participate in the IEO or to use the Services.
3.6. Order Confirmation
Your Order will be placed upon confirmation of the IEO Order via the Platform.
Notwithstanding the foregoing, you agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate any IEO Order submitted by you or any Purchase completed based on such Order.
3.7. Minimum Order; Maximum Purchase
The minimum Order size is one (1) Token. In the event that you attempt to place an IEO Order for less than the minimum IEO Order size, EXMO will reject the Order and not allow it to be placed.
The maximum amount of Tokens available for purchase by 1 (one) User during the IEO shall be one hundred thousand (100,000) Tokens.
The overall maximum amount of Tokens that will be available for Purchase by Users during the IEO shall be the equivalent of fifty (50) BTC (Bitcoins).
No Withdrawals, Deposits or Transactions in the Token will be permitted using the Services until separate notification is issued by EXMO about the commencement of Transactions with Token, which is expected to occur not later than September 27, 2019 at 8.00 p.m. (UTC+3) (“Transaction Date”).
During the time between your Purchase of Tokens and the Transaction Date, you will not be able to Deposit, Withdraw or make any Transactions with your Tokens using the Platform and/or the Services.
EXMO may limit, restrict or prohibit Withdrawals or Deposits of Tokens after the Transaction Date in order to permit an orderly trading market for the Token to develop, and you will not be able to transfer or Withdraw some or all of your Tokens during such period. EXMO will not be liable for any losses suffered by you resulting from your inability to transfer, Withdraw or make Transactions with Tokens during such period, or for any other losses during such period. You acknowledge that Token valuations and exchange rates during any period in which Deposits and Withdrawals in the Token are limited, restricted or prohibited, may differ significantly from the valuations and rates prior to such event.
You cannot cancel, reverse, or change any IEO Order marked as complete.
3.10. Insufficient BTC
If you have an insufficient amount of BTC (s) in your Account to fulfill an IEO Order, EXMO will limit your IEO Order to the amount of Tokens that can be covered by BTC (s) in your Account (after deducting any fees payable to EXMO in connection with the Purchases).
3.11. Conditions and Restrictions
EXMO may, at any time and in its sole discretion, refuse any Purchase request, an IEO Order or other request relating to the IEO, impose limits on the amounts of Purchases that can be completed, on a daily or other periodic basis or otherwise, or impose any other conditions or restrictions upon your participation in the IEO or your use of the Services, without prior notice. For example, EXMO may: (a) limit the number of IEO Orders that you can place during the IEO; (b) restrict IEO Orders from certain locations; or (c) restrict IEO Orders or Transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, including but not limited to market abuse, or if EXMO receives reasonable notice that your ownership of some or all of the BTC (or other Cryptocurrencies) in your Account with EXMO is in dispute.
4. DISCLAIMER; RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF EXMO
To the fullest extent permitted by applicable Law and except as otherwise specified in writing by EXMO, Tokens are made available by EXMO via the Services during the IEO on an “as is” and “as available” basis, without any warranties or representations of any kind, and EXMO expressly disclaims all warranties and representations relating to the Token (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
4.2. Risk Disclosures; Assumptions of Risks; Release of EXMO
Participating in the IEO, purchasing Tokens and using any Services provided by EXMO involve significant risks and potential for financial losses, including without limitation the following:
- The features, functions, characteristics, operation, use and other properties of the Token (“Token Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in the Token, may be complex, technical or difficult to understand or evaluate.
- The Token and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
- The Token, Token Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of a Token or blockchain.
- The Token may be cancelled, lost or double spent, or otherwise lose all or most of its value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.
- EXMO may not support, or may suspend or cease to support, Deposits, Withdrawals, IEO Orders or Transaction as regards the Token at any time at the EXMO’s discretion. Other exchanges and service providers may not support the Token or may suspend or cease to support the Token.
- EXMO may suspend or reject your requests for an IEO Order and/or a Transaction, suspend or terminate your access to the Services in order to comply with applicable Laws or regulations, or due to an order from law enforcement or other Governmental Authority, as well as for other reasons as specified in these Terms, the User Agreement or otherwise at the EXMO’s discretion. The Token may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of Token Properties, Attacks, suspension of the Token by EXMO or other exchanges or service providers, and other factors, including, without limitation, factors outside the control of EXMO.
- The Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of Tokens is mainly unsettled and rapidly evolving.
- You may be prevented from sending a request for an IEO Order or Transaction, or your request for an IEO Order or a Transaction may not be received by EXMO, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).
- Your request for an IEO Order or a Transaction or any notification to EXMO or the Services may be lost, intercepted or altered during transmission.
- Unauthorized third parties may access or use your Account with us and effect IEO Orders and/or Transactions without your knowledge or authorization, whether by obtaining the password to your Account with us, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.
The risks described in this Section 4 may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that EXMO will have no responsibility or liability for, any such risks.
You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against EXMO, its Affiliates and their respective shareholders, members, directors, officers, employees, agents, successors in title and/or assignees, and/or Representatives related to any of the risks set forth herein.
You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of the Token if you decide to participate in the IEO; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of the Token and the IEO.
You accept the risk of purchasing Tokens by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Token, the IEO and the Services. You should not acquire any Tokens unless you have sufficient financial resources and can afford to lose all value of the Tokens.
Any decision of EXMO to support Deposits, Withdrawals, IEO Orders or Transaction as regards the Token through the Platform does not indicate EXMO’s approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with the Token and trading the Token apply notwithstanding the EXMO’s decision to support IEO. EXMO does not provide trading advice, does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of the Token for purchase, Transactions and/or ownership by you.
4.3. Additional Representations and Warranties
In addition to Clause 2.1 and any other provision of these Terms, you hereby represent and warrant to EXMO that:
- you have read and understood these Terms and the User Agreement;
- you are 18 years or older, have the necessary authority, capacity and consent to accept these Terms and the User Agreement and to enter into a binding agreement with EXMO;
- the acceptance of these Terms and the User Agreement shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (in the case of a legal entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
- you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
- you have obtained sufficient information about the potential future use and functionality of the Token to make an informed decision to participate in the IEO pursuant to these Terms and the User Agreement;
- you understand that the Tokens do not confer any rights of any kind with respect to EXMO and/or the Issuer, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
- you are eligible to participate in the IEO as set forth in these Terms and the User Agreement;
- you are not participating in the IEO for any investment, speculative or other financial purposes;
- any BTC transferred by you for the purchase of Tokens is not derived from or related to any unlawful activities, including but not limited to, money laundering or terrorist financing activities, and further undertake to provide any and all necessary documentation to support the source thereof, if and when required by EXMO;
- you shall not use any Tokens to finance, engage in, or otherwise support any unlawful activities;
- placing an Order, Purchasing Tokens and receiving Tokens pursuant to these Terms and the User Agreement 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 such Order or Purchase shall be made in full compliance with applicable Laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
- you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of any Tokens;
- you understand that Tokens are solely rights and competences as described at https://zigzag.finance/src/assets/docs/zigzag_one_pager.pdf, and do not have any attribute that provides the holder with equity, creditor or similar rights. Tokens should not be considered investments of any type, including but not limited to, any form of currency or security, and you should not expect profits of any type from acquiring Tokens, nor acquire Tokens for any type of investment purposes; and
- all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of these Terms and your participation in the IEO, including at the time of any of your IEO Order or Transaction on the Platform.
You agree to pay EXMO the fees described in https://exmo.com/en/docs/fees in connection with your Purchase of any Tokens during the IEO. You authorize EXMO to deduct BTC (s) or other Cryptocurrencies, coins and/or tokens from your Account for any applicable fees owed by you under these Terms.
6. CHANGES; SUSPENSION; TERMINATION
6.1. Changes to IEO
EXMO may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, the IEO or all or any portion of any Services provided in connection with the IEO or otherwise.
6.2. Suspension or Termination
EXMO may, at its discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services in connection with the IEO or otherwise.
6.3. No Liability
EXMO will not be liable for any losses suffered by you resulting from any modification of any Services, in connection with the IEO or otherwise, or from any suspension or termination of your access to all or a portion of any Services, in connection with the IEO or otherwise (whether pursuant to this Section 6 or for any other reason). You acknowledge that you may not be able to Purchase any Tokens, or as many Tokens as you would otherwise have Purchased, in the IEO as a result of any such modification, suspension or termination. If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
7. GOVERNING LAW; ARBITRATION
The interpretation and enforcement of these Terms, and any dispute related to these Terms or the IEO, will be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles (whether of England and Wales or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Should there be any disputes regarding matters stipulated herein, the Parties shall take all measures possible to resolve them by negotiations.
Should the Parties fail to reach an agreement by means of negotiations, any dispute arising from this Agreement or related hereto, including any matters concerning essence, existence, validity or termination of this Agreement or this Section 7 shall be considered and finally resolved in accordance with the Rules of London Court of International Arbitration (LCIA) in the wording effective as of the moment of consideration, deemed to be part of this Section 7 by reference. The number of arbiters shall be three (3), elected in accordance with the LCIA Rules. The place of arbitration shall be London, United Kingdom. The arbitration shall be held in English, the decision shall be executed in English. The Parties shall agree that the information of arbitration, including but not limited to the information of any arbitration decision, shall be deemed confidential and not disclosed to any third parties without the written consent of the Parties, unless required by Law. This decision shall be final and binding for both Parties, and may be used or produced for enforcement at any court having respective jurisdiction; an application concerning enforcement order may be filed to such competent court, if required.
If any dispute occurs as to the performance or interpretation of the present Agreement that cannot be resolved amicably or in arbitration, EXMO is entitled to demand the dispute to be settled by the court in location where EXMO resides.
8. FINAL PROVISIONS
8.1. Entire Agreement
These Terms and the User Agreement contain the entire agreement between you and EXMO, and supersede all prior and contemporaneous understandings between the parties regarding the IEO.
If any provision of these Terms is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction: (i) the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and (ii) the validity, legality and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental Authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms will not be affected.
8.3. Change of Control
In the event that EXMO is acquired by or merged with a third party entity, or EXMO’s assets and/or business (wholly or in part) are acquired by a third party, EXMO reserves the right, in any of these circumstances, to transfer or assign the information that EXMO has collected from you, including your Personal Data, User Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of Control.
You shall not assign this Terms in any manner without the prior written consent of EXMO, and any purported assignment in contravention of this Clause 8.4 shall be null and void.
EXMO may assign these Terms to another Person in connection with the transfer of all or part of the EXMO‘s assets or Business to an Affiliate of EXMO or to any third party. By accepting the present Agreement, you give your irrevocable consent for the above mentioned assignment and/or transfer, including for the transfer of your Personal Data, User Account Data and other information, as well as for the transfer of any Funds on your Account (-s) hold by EXMO in the course of the Business to such another Person for the purposes of such assignment.