The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of Cryptyk Tokens ("CTK") from Cryptyk Inc. an exempted company incorporated in the State of Nevada, USA (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This Information Memorandum document is not a solicitation for investment in securities or shares, and does not pertain in any way to an offering of securities in any jurisdiction. Nonetheless, the Terms incorporate anticipated regulatory evaluation of CTK as a security in specified jurisdictional regions, most notable in the United States and Canada. This section describes the full Terms of the CTK token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE CTK FROM THE COMPANY. BY PURCHASING CTK 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 protected]
By purchasing CTK tokens, 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, advisors, representatives, predecessors, successors and assigns (the “Cryptyk Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of CTK, including losses associated with the terms set forth below.
DO NOT PURCHASE CTK IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOCURRENCY TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING CTK, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, TAX OR FINANCIAL PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE CTK.
PURCHASES OF CTK SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOCURRENCY TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOCURRENCY TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF CTK DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR CTK RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE CTK OR PARTICIPATE IN THE SALE OF CTK. YOUR PARTICIPATION IN CTK 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 CTK TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS LISTED IN THE SECTIONS BELOW.
The Purchasers should have no expectation of influence over governance of the Company, or the Cryptyk Foundation. Upon the conclusion of a successful CTK sale, the digital assets backing each CTK 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 CTK token. Through this audit, you can track and confirm that the digital assets backing your CTK have been received and acquired. Access to the audit results does not constitute a CTK purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased CTK tokens.
CTK Tokens purchased in the private pre-sale round (ie: with a 1 year vesting period) will be available to sell on the Orderbook Exchange (www.orderbook.io) one year after the CTK web wallet and smart contract is issued to the Purchaser. CTK Tokens purchased in the public sale round (ie: with no vesting period) will be available to sell on the Orderbook Exchange (www.orderbook.io) as soon as the web wallet and smart contract is issued to the Purchaser. After all CTK web wallets and smart contracts are issued to all Purchasers, the Company will make dedicated efforts to have CTK tokens quickly listed on multiple other crypto-currency exchanges around the world.
Prior to a Purchaser selling CTK after the CTK token sale completion, such Purchaser shall ensure that the buyer of any such CTK undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the CTK token sale.
The Company warrants that neither it nor its shareholders will purchase CTK during the CTK sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase CTK from any third party during the period of the CTK sale.
ALL PURCHASES OF CTK ARE FINAL. PURCHASES OF CTK ARE NON-REFUNDABLE. BYPURCHASING CTK, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS MANAGEMENT, AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING CTK CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR CTK, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL CTK FROM SUCH CTK OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
The Purchaser bears the sole responsibility to determine if the purchase of CTK with BTC, LTC, ETH or the potential appreciation or depreciation in the value of CTK over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing CTK, 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 CTK.
The Cryptyk Inc Team, Board, Management and Advisors are not liable for failure to perform solely caused by:
- unavoidable casualty,
- delays in delivery of materials,
- government orders,
- acts of civil or military authorities,
- acts by common carriers,
- emergency conditions (including weather conditions),
- security issues arising from the technology used
- security issues arising from viruses, ransomware or targeted attacks by hackers or bad actors
or any similar unforeseen event that renders performance commercially implausible.
If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party 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.
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING CTK AT THE PURCHASER'S SOLE RISK AND THAT CTK 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 CRYPTYK INC. TEAM WARRANTS THAT THE PROCESS FOR PURCHASING CTK WILL BE UNINTERRUPTED OR ERROR-FREE.
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, CTK OR (ii) THE CRYPTYK INC. TEAM, DIRECTORS AND ADVISORS 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 CRYPTYK INC. 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, CTK, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO CTK. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE CRYPTYK INC. TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF CTK, AND THAT THE RISK OF PURCHASING AND USING CTK RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE CRYPTYK INC. TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF CTK. 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 CRYPTYK INC. TEAM.
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of CTK tokens. 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 CTK and supersede any public statements about the CTK token sale made by third parties or by the Cryptyk Inc. Team or individuals associated with any of the Cryptyk Inc. Team, past and present and during the CTK token sale.
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 CRYPTYK INC. Team shall be deemed a modification of these Terms nor be legally binding.
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 CTK. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
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 Cryptyk Team including Management, Board, Investors and Advisors 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 CTK; (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 web wallet, vault or other storage mechanism you use to receive and hold CTK 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 communications from Cryptyk Inc or the Cryptyk Foundation is considered official. The English version shall prevail in case of differences in translation.
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with US federal law and Nevada state law.
Any dispute or difference arising out of, or in connection with, these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration in the United States under Nevada State Law which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be Carson City, Nevada, USA. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an 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.
Hackers or other malicious groups or organizations may attempt to interfere with the platform or CTK in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, phishing 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 CRYPTYK platform and CTK token economy, including the utility of CTK for obtaining services.
If secondary trading of CTK Tokens is facilitated by third party crypto-currency 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 CTK (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
Unlike bank accounts or accounts at some other financial institutions, CTK 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.
The regulatory status of CTK 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 CRYPTYK platform and CTK token. 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 CRYPTYK platform and CTK. Regulatory actions could negatively impact the platform and CTK in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of CTK constitutes unlawful activity or that CTK are a regulated security that require registration or licensing of those securities or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a regional 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.
The tax characterization of CTK is uncertain. You must seek your own tax advice in connection with purchasing CTK, which may result in adverse tax consequences to you, including withholding taxes, income taxes, capital gains taxes and tax reporting requirements.
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 CRYPTYK platform.
Because CTK confer no governance rights or shareholder voting rights of any kind with respect to the CRYPTYK 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 CTK you own, including their utility for obtaining services.
The Company plans to file for exempt security status with the US Securities Exchange Commission (SEC) within 15 days of the token sale commencing on February 8, 2018. It also plans to file similar exemption filings in the states of California, New York and Florida. Neither the SEC nor state regulators have yet evaluated the Company or its token sale offering and there exists a risk that they may not grant exempt security status to the company’s offering. This may result in fines or penalties for the Company which may adversely affect company performance.
Cryptocurrency tokens such as CTK 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 CTK, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.