Terms and Conditions

Public Sale - Round 3

These Terms and Conditions constitute and govern the contractual relationship between:

  1. you, the acquiror or prospective acquiror of the Ethernity Token and

  2. Ethernity Cloud Ltd, a company established under the Laws of Malta, bearing company registration number C 99997 and having its registered address at 1st Floor, Suite 3, Central Business Centre, Mdina Road, Zebbug, ZBG 9015, Malta.

You and Ethernity Cloud Ltd are herein individually referred to as a “Party” and collectively referred to as the “Parties”.


1. DEFINITIONS



The following words and terms, should be interpreted as follows in these T&Cs unless the context clearly implies otherwise:

  • “Company” - shall mean Ethernity Cloud Ltd. The terms “we”, “us” and “our” and such terms, shall be construed accordingly;

  • “Hard Cap” - shall mean an amount equivalent to 14,700,000 USD;

  • “Network” - shall mean the blockchain network where the Ethernity Token (ETNY) is minted and the Ethernity CLOUD smart contract is deployed.

  • “Prohibited Purchaser” - shall mean any natural person or corporate entity:

    1. That is prohibited in terms of the laws applicable thereto from purchasing and/or using (in any way) the Token; or

    2. That is a national of, or located in, Iran or North Korea, or of any country listed as a “blacklisted jurisdiction” by the Financial Action Taskforce (or similar denomination having substantively the same meaning) as may apply from time to time, or is a person sanctioned by the Financial Action Taskforce.

  • “Project” - shall mean the Ethernity project and Network as further described in the Whitepaper;

  • “Private Token Offering” - shall mean a private offer of Tokens which occurred before this Public Token Offer;

  • “Public Token Offering” - shall mean the offer to the public to subscribe to and acquire the Tokens available for acquisition in terms of these T&Cs;

  • “Soft Cap” - shall mean an amount equivalent to 1,000,000 USD;

  • “T&Cs” - shall mean these Terms and Conditions;

  • “Token” - shall mean the Ethernity Token (ETNY), as further described in the Whitepaper and any documentation or information which may be issued by the Company for this purpose;

  • “VFA Act” - shall mean the Virtual Financial Assets Act, Chapter 590 of the Laws of Malta;

  • “Virtual Token” - shall mean a “virtual token” in terms of the VFA Act;

  • “Website” - shall refer to the website https://ethernity.cloud; and

  • “Whitepaper” - shall mean the Token’s whitepaper available at https://ethernity.cloud/whitepaper/ETHERNITY_whitepaper.pdf


2. SCOPE

  • 2.1. You hereby agree that these T&Cs shall constitute the agreement between you and the Company, regarding your participation in the Public Token Offering and your acquisition, holding, disposal and use whatsoever of the Tokens.

  • 2.2. You hereby understand that the Company is the issuer of the Tokens. Further information regarding the Tokens is contained within the Whitepaper and the Website. If you acquire a Token, you confirm that you fully understand these T&Cs, the Whitepaper as a whole, as well as any information which may be made available by the Company regarding the Token on the Website.

  • 2.3. You hereby understand and agree that:

    1. The Token may only be acquired or otherwise exchanged via the Network and as permitted through the Network;

    2. The Token’s utility, value and application shall be limited to the Network;

    3. The Token’s intended functionality shall be exclusively as set out within the Whitepaper;

    4. Technical restrictions have been implemented by the Company to ensure that the Tokens are exclusively exchangeable within the Network, prevent the Tokens’ interoperability outside of the Network and prevent the Token’s convertibility into any other type of distributed ledger technology asset. You may not circumvent or attempt to circumvent such technical restrictions.

  • 2.4. You hereby declare that you understand and that you agree that the Token constitutes a Virtual Token in terms of the VFA Act. Further, you hereby declare that you understand and agree that the Tokens are not intended to constitute any electronic money, commodity, security, financial instrument, virtual financial asset, or other form of investment or investment instrument whatsoever.

  • 2.5. You hereby agree that the Tokens shall carry no rights whatsoever, whether express or implied, apart from the rights to use and/or hold the Token as permitted by these T&Cs and the Network.

  • 2.6. The Tokens shall not represent or confer any ownership right or stake, share, or security or equivalent rights, intellectual property rights, or any other form of participation relating to the Company.

  • 2.7. You hereby acknowledge that these T&Cs, the Whitepaper and any other documents or information linked to the Token’s offer, its acquisition, holding and/or use, shall not constitute any prospectus or offering document, shall not constitute any solicitation for investment and shall not constitute an offer of securities or financial instruments to the public or a collective investment scheme.

  • 2.8. You hereby agree that the Tokens may only be acquired from the Company and exchanged or burned within and as permitted by the Network. Any trading or exchanging of the Tokens outside of the Network are strictly prohibited.

  • 2.9. You hereby agree that the Company shall not be held responsible for any speculative intention in holding a Token for any reason.


3. PUBLIC TOKEN OFFERING

  • 3.1. To purchase and subsequently hold and/or use the Tokens, you must accept these T&Cs by clicking “I accept the T&Cs” as part of your Token acquisition process.

  • 3.2. You hereby acknowledge that the total amount of Tokens that will ever be created by the Company shall not exceed 150,000,000 Tokens, of which, 30,000,000 Tokens have been already made available by the Company for acquisition via a previous Private Token Offering while an additional 50,000 Tokens have been already made available by the Company for acquisition via a previous public Token offering. The total amount of Tokens that shall be available to the public for acquisition in this Public Token Offering shall be 70,000,000 Tokens (the “Available Tokens”).

  • 3.3. The Public Token Offering under these T&Cs shall start as from the 10th November 2021 and shall remain open until the 24th November 2021 (the “Target Closure Date”) or until the Hard Cap is reached, whichever comes first. If by the Target Closure Date, the Hard Cap has not been reached, the Company shall have the discretion, exercisable in its sole discretion and without any need of provision of any prior notice, to extend the Target Closure Date by an additional four (4) calendar weeks, that is, till the 21st of December 2021. The date on which the Public Token Offering ends, as set out in this clause 3.3., shall hereinafter be referred to as the “Closure Date”. Your acquisition of Tokens in this Public Token Offering shall be finalized on the Closure Date.

  • 3.4. Acquisition of Tokens via this Public Token Offering shall be on a first come first served basis. The Tokens can only be acquired in packages as made available via the Website.

  • 3.5. Tokens may be paid for through the payment methods, currencies and crypto-assets that may be displayed through the Website as part of the Token payment process.

  • 3.6. Kindly note that to participate in this Public Token Offering, you will be required to commit and pay the amount chosen through the Website as part of the Token payment process of this Public Token Offering.

  • 3.7. No person or entity shall be allowed to commit more than 10,000 USD (or the equivalent currencies/crypto-assets used to acquire the Token) for acquiring Tokens in this Public Token Offering.

  • 3.8. The amount of Tokens you will acquire as a result of your participation in this Public Token Offering shall be determined on the Closure Date, in terms of the following formulae:


    D = C / (A / T)


    Where:

    1. “D” shall mean the total amount of Tokens acquired by you as a result of participation in this Public Token Offering.

    2. "C" shall mean your payment value equivalent in USD for participation in this Public Token Offering, determined as at the date of your payment;

    3. "A" shall mean the total value equivalent in USD of all amounts contributed by all Token acquirors during this Public Token Offering; and

    4. “T” shall mean the total Available Tokens in this Public Token Offering, namely 70,000,000 Tokens.

    Without prejudice to the above, at Closure Date, the minimum Token price shall not be less $0.03 cents and shall not be more than $0.21 cents.

  • 3.9. The Company hereby warrants that any proceeds from this Public Token Offering shall be exclusively used by the Company towards the realisation of the Project.

  • 3.10. Any Available Tokens which are not sold as a result of this Public Token Offering shall be burned by the Company.

  • 3.11. You must be at least eighteen (18) years old to participate in the Public Token Offering or otherwise be allowed to acquire Tokens.


4. LOCK-UP PERIOD

  • 4.1. Any Tokens acquired through this Public Token Offering cannot be used or in any way burnt or exchanged, until the Network’s main-net launch as specified in the Whitepaper.


5. PROHIBITED PURCHASERS

  • 5.1. Any Prohibited Purchaser shall not be permitted to acquire the Token. Should a Prohibited Purchaser acquire a Token, we shall have the right to cancel such acquisition.

  • 5.2. No refunds whatsoever shall be made should your Token be cancelled as a result of being deemed a Prohibited Purchaser.


6. PERSONAL LEGAL COMPLIANCE

  • 6.1. You are solely responsible to ensure that your participation in the Public Token Offering, acquisition of Tokens, use, custody and holding thereof, is lawful in terms of the laws and regulations applicable to you. You hereby agree that we shall bear no direct or indirect liability or responsibility whatsoever in such regard.

  • 6.2. You shall be solely responsible to determine and comply with any actual or potential tax liability or obligation on your end, if any, resulting from your participation in the Public Token Offering, and/or the acquisition, holding, use or disposal of Tokens


7. KYC

  • 7.1. The Company reserves the right to carry out due diligence and know-your-client exercises upon you, as may be deemed appropriate from time to time by the Company in terms of the Company’s due diligence and know-your-client policies and procedures.

  • 7.2. Your participation in the Public Token Offering, and/or any acquisition of Tokens, shall not be finalized until the Company is satisfied with the outcome of the due diligence and know-your-client exercises carried out in your regard.

  • 7.3. Your participation in the Public Token Offering, and/or any acquisition of Tokens, may be cancelled by the Company should the Company not be satisfied with the outcome of the due diligence and know-your-client exercises carried out by the Company in your regard.

  • 7.4. You hereby agree that you shall provide the Company with any information and/or documentation which the Company may request for the purposes of its due diligence and know-your-client procedures. Failure to provide any such information and/or documentation may result in the Company’s cancellation of your participation in the Public Token Offering and/or any acquisition of Tokens.


8. RISK

  • 8.1. You understand that your participation in the Public Token Offering and/or acquisition and/or any use whatsoever of Tokens may carry certain risks. It is your responsibility to carefully weigh all the associated risks. Risks you may wish to consider include:

    1. Your potential risk of losing access to your Token due to for example, loss of your private keys;

    2. Custodial errors or unauthorised access;

    3. Risks of hacking or security weaknesses;

    4. Risks associated with smart contract, Website or Token code errors or weakness;

    5. Risks with any associated software or infrastructure;

    6. Risk of Project not realising;

    7. Risk of uninsured losses;

    8. Legal and regulatory risks;

    9. Internet transmission risks;

    10. Market risks;

    11. Risks that the Tokens may be unsuitable for your intended purpose; and

    12. Other unanticipated risks.


9. CANCELLATIONS & REFUNDS

  • 9.1. Your offer to purchase acquisitions via the Public Token Offering shall be final if accepted by the Company. You shall not be allowed to cancel any offer to acquire or acquisition of Tokens.

  • 9.2. In the event that insufficient funds are raised by the Company through this Public Token Offering, thereby resulting in the Company not having raised the necessary funds for realisation of the Project by at least reaching the Soft Cap, the Company shall refund to you any funds which you may have paid to the Company for Token acquisition (less costs incurred by the Company to affect such refund) and shall cancel your Token acquisition. In such case, the Company shall have the right to not refund a reasonable portion of funds received which may have already been consumed by the Company in good faith towards the realisation of the Project.

  • 9.3. The Company hereby reserves the right to cancel your participation in the Public Token Offering or any acquired Token without reason or cause, in which case, a refund of any funds paid by you shall be made (less refund cost).


10. DATA PROTECTION

  • 10.1. In order to be able to participate in the Public Token Offering, you must confirm your acceptance of our Privacy Policy available at https://ethernity.cloud by clicking “I have read and accepted the Cookies Policy”.

  • 10.2. We shall process any personal data in your regard as part of your acquisition or any use you may make of the Token, in terms of our Privacy Policy accessible at https://ethernity.cloud/privacy.html


11. WARRANTIES

  • 11.1. You hereby warrant that you shall exclusively participate in the Public Token Offering, acquire the Tokens, use in any way or otherwise dispose or exchange the Token in any way, exclusively in compliance with applicable laws and regulations, not for any unlawful, illegal, misleading, fraudulent or unauthorised purpose, and without breaching third party rights.

  • 11.2. The Company hereby warrants that:

    1. The Tokens are deemed to be a Virtual Token in terms of the VFA Act;

    2. Any proceeds collected by the Company via the Public Token Offering shall be utilized by the Company towards the realisation of the Project;

    3. The Company shall best endeavour to realise the Project as per the Whitepaper;

    4. No purposefully incorrect or inaccurate statement has been made by the Company in its Whitepaper;

    5. There is no omission in the Whitepaper which substantially affects its meaning; and

    6. The Tokens shall not breach third party rights, or Maltese Laws.

  • 11.3. Acquired Tokens are made available to you on an “as is” basis, without any warranty of any kind, including without any warranty of functionality, availability, completeness, accuracy, fitness for particular purpose, merchantability, lack of bugs, errors or viruses.


12. LIMITATION OF LIABILITY

  • 12.1. You hereby agree that the Company shall not be liable to you for any indirect, incidental or consequential damages or liability of any kind, including but not limited to any special, exemplary or punitive damages, loss of profits, loss of goodwill, loss of time, business interruption, loss of data, even if advised of the possibility of such damages, and regardless of the form of action, whether in contract, tort, strict liability or otherwise, including, without limitation, such damages arising out of or relating to these T&Cs, or the use of, access to, reliance on, functionality of, inability to use, or improper use of, the Tokens or the Network. Further, you hereby agree that you shall not hold the Company liable for any matter connected to software or smart contract bugs or weaknesses.

  • 12.2. Where damages may be compensated, you hereby agree that the Company’s maximum liability in your regard, whether in contract, tort, negligence or otherwise, for all damages, losses, claims and causes of action whatsoever arising out of or in connection with these T&Cs, shall be limited to the amount equivalent to any fees paid by you to the Company for acquisition of your Tokens.

  • 12.3. Nothing in these T&Cs shall exclude or limit the Company’s liability for any wilful misconduct, gross negligence or bad faith.


13. INDEMNITY

  • 13.1. You hereby agree to fully indemnify and hold harmless the Company and its employees, directors, contractors, consultants and associates for and against any and all claims, losses, liabilities, costs expenses or damages (including reasonable legal fees) incurred by reason of any claim, demand, lawsuit or action resulting from your breach of applicable laws or regulations and/or breach of third party rights and/or breach of these T&Cs and/or use or disposal whatsoever made by you of the Tokens.


14. CUSTODY

  • 14.1. You hereby agree that any matter connected to the custody of your Tokens shall be your sole and exclusive responsibility. We shall not be liable or responsible to you for your inability to access your Tokens via your wallets, and/or any unauthorised access to your Tokens via your wallets.


15. INTELLECTUAL PROPERTY RIGHTS

  • 15.1. Your acquisition of the Tokens grants you a license to use the Tokens in compliance with these T&Cs. No other intellectual property or intellectual property rights are granted to you except as specifically provided in these T&Cs.


16. ASSIGNMENT

  • 16.1. Except as specifically allowed by and via the Network, you are prohibited from assigning Tokens to third parties and/or from allowing third parties to use your Tokens.

  • 16.2. We shall have the right to assign or transfer these T&Cs, in part of in full, to any third party as part of any transaction. We shall give you notice of any such transfer and shall abide with any laws applicable to the respective transfer.

  • 16.3. Changes to our shareholding and/or direct or indirect ownership shall not constitute any transfer or assignment of these T&Cs.


17. TERMINATION

  • 17.1. The Company shall have the right to terminate these T&Cs immediately on giving notice to you, in the event that the Project is not realised, or there are reasons which prevent the Company from realising the Project.


18. SEVERABILITY

  • 18.1. If any of the provisions of these T&Cs becomes illegal, invalid or unenforceable in any respect, the legal validity, and enforceability of the remainder of these T&Cs shall not be affected.


19. FORCE MAJEURE

  • 19.1. Neither Party shall be liable to the other Party for any failure or inability to perform its obligations under these T&Cs as a result of any cause constituting a fortuitous event, including but not limited to acts of God, war, rebellion, sabotage or riots, acts of terrorism, acts of cyberterrorism, cyberwarfare, hacks, floods, fires, explosions, pandemics or other catastrophes and other similar occurrences not reasonably foreseeable, and that are beyond the control of the performing Party.


20. NO WAIVER

  • 20.1. The failure of either Party hereto to insist upon the strict adherence to any term of these T&Cs on any occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that Party of the right to insist upon the strict adherence to that term or any other term of these T&Cs at some other time.


21. ENTIRE AGREEMENT

  • 21.1. These T&Cs expressly replace and supersede any and all other agreements, oral or written, between the Parties hereto with respect to the subject matter hereof.


22. HEADINGS

  • 22.1. Headings are used in these T&Cs for convenience only and shall not affect any construction or interpretation of these T&Cs.


23. CHANGES TO THESE T&CS

  • 23.1. We reserve the right to add, amend, supplement and modify these T&Cs from time to time as we may deem appropriate.

  • 23.2. In case of modification to these T&Cs, you will be notified thereof on the email supplied to us and you will be required to confirm acceptance of such modified T&Cs before being able to continue making any form of use of the Tokens.


24. GOVERNING LAW AND DISPUTES

  • 24.1. These T&Cs shall be governed by and construed in accordance with the Laws of the Republic of Malta.

  • 24.2. Any dispute between the Parties connected to any matter which may be directly or indirectly connected with these T&Cs and/or the Tokens shall be submitted to the exclusive jurisdiction of the Courts of Malta.


25. CONTACT US

  • 25.1. If you have any queries or complaints regarding Tokens or these T&Cs, please contact us using the form below.




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