Article 0. Definitions: Capitalized words in this document have the meanings as set out in this clause, unless the context requires otherwise.
“Affiliated Parties”: parties related to the Company, including but not limited to parent companies, group companies, subsidiaries, licensors, directors, officers, employees, contractors or contributors.
Ardor blockchain platform, Ardor blockchain – refers to the upcoming public blockchain platform using the Ardor Software, currently running on testnet, which will have one parent chain and multiple child chains, the first of which will be the IGNIS child chain.
Ardor Genesis Snapshot – a one-time recording of the state of the Nxt blockchain platform at a pre-announced blockchain height.
Blockchain – type of distributed ledger, comprised of unchangeable, immutable, digitally recorded data in packages called blocks.
“Company”, “Seller”, “We”, “Us”, and “Our” refer to Jelurida Swiss SA, a Swiss company, incorporated under the laws of Switzerland, reg. number: CHE-499.975.243
Crowdsale, Token Sale – one time, limited event where the Company sells JLRDA tokens to the persons who are willing to buy them and to receive a corresponding IGNIS token amount when the Ardor platform is launched.
IGNIS tokens – the native cryptocurrency tokens (coins) necessary for the function of the first Ardor platform child chain.
Jelurida tokens, JLRDA – cryptographic token, issued on the Nxt blockchain using the Nxt blockchain’s Monetary System feature. This token is created for the sole purpose of technically facilitating the Token Sale and is issued by the Company.
Nxt blockchain platform, Nxt blockchain - a fully decentralized public blockchain platform which uses the Nxt tokens.
NXT, Nxt tokens – the native tokens necessary for the Nxt blockchain platform to operate.
"Terms" means these terms and conditions of sale (Token Sale).
"You", "Your", "Purchaser" and “Participant” refer to any natural person or legal entity participating in the Token Sale by purchasing JLRDA tokens.
Article 1. These Terms relate to the Token Sale of the IGNIS tokens conducted by the Company and the conditions under which You may participate in it.
Article 2. IMPORTANT NOTICE AND LIABILITY DISCLAIMER, WAIVER AND INDEMNITY
2.1 The specific nature of the cryptographic tokens (coins) allows them to possess value in public markets and exchanges and it is therefore very likely that they may frequently demonstrate extreme fluctuations in price over short periods of time. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. By participating in the Token Sale, You are considered notified about that and You also acknowledge the fact that the Company has absolutely no control over the NXT and IGNIS tokens’ price and therefore the Company cannot and does not guarantee market liquidity or certain price of the tokens on the various cryptocurrency exchanges.
2.2 By purchasing the tokens You, as the Purchaser, expressly acknowledge and declare that You fully understand that they may experience volatility in pricing and that You accept all the risks relating to such a purchase, which ultimate goal however is to give You access to the Ardor blockchain platform and IGNIS child chain and their various functionality.
2.3 If the foregoing or any other stipulation of this Terms are not acceptable to You or if You do not understand the nature and extent of the risks associated with any cryptographic token sale, You should not participate in the crowdsale and should not purchase the JLRDA tokens.
2.4 Further to this, You specifically acknowledge that You will not seek to hold the Company or any of its affiliates, parent companies or subsidiaries liable for any losses or any special, incidental, or consequential damages arising from, or which are in any way connected or related to the price and value volatility of the NXT or IGNIS tokens or in any way connected to the sale or to the distribution of the JLRDA and IGNIS tokens.
2.5 You will have the sole responsibility to ensure that You have a functional understanding of storage and transmission mechanisms associated with cryptographic tokens. Purchases of JLRDA tokens should be undertaken only by individuals, entities, or organizations that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens and blockchain-based software systems and services. Due to the completely decentralized and immutable design of the blockchain technology it is not in the Company’s ability or power to control the use of the tokens. After issuance of the tokens, the Company or Affiliated Parties carry no responsibility towards You regarding the usage or storage of tokens and cannot be held accountable for illegal or improper use or liable for damages arising out of such use or loss of tokens or value thereof.
2.6 The Company does not keep record of personal data, user names, accounts and passphrases (passwords) and, due to the completely decentralized and immutable design of the blockchain technology it is not in our ability or power to recover lost, forgotten or stolen passphrases (passwords), account numbers or tokens and therefore we will not be held responsible for any loss of, or inability to access Your account which may occur as a result of any type of actions taken by, or omitted or accidentally or incidentally made by You or any third party.
2.7 Although our team is always striving to keep all systems, servers and software up-to-date and secure at all time, we shall not be held responsible or liable for any losses or any special, incidental, or consequential damages arising from any unauthorized or malicious actions (hacker attacks) by any third party which may have as a result breach of system’s security and theft of data, account information, tokens or passphrases.
2.8 To the full extent permitted by law neither the Company, its affiliates, nor any of its licensors, shall be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of profits, missed opportunities, cost of damage assessment, mitigation costs, out of court recovery costs, legal costs, special, incidental or consequential damages, current or future, arising from this Terms, from the purchase of JLRDA, NXT or IGNIS tokens or from the Software and its use (or inability to use), even if such party has been advised of the possibility of such damages. To the fullest extent permitted under the law governing the contract between the Company and Yourself which is entered into by You by participating in the Crowdsale, You waive any rights of claim against the Company and Affiliated Parties related to the aforementioned losses or damages, and agree to indemnify the Company against claims of third parties related to the use of the NXT and IGNIS tokens, the Nxt blockchain platform and the Ardor blockchain platform.
Article 3. CONDITIONS OF PARTICIPATION IN THE CROWDSALE
3.1 Subject to and in accordance with the conditions set out below, You may participate in the Crowdsale by acquiring JLRDA tokens. The acquisition of the JLRDA tokens from the Company implies that You enter into a purchase agreement that is subject to these Terms. The purchase agreement includes the payment obligation of NXT tokens by Yourself to the Company and the delivery of the JLRDA tokens by the Company to You.
3.2 By participating in the crowdsale, You expressly declare, represent and warrant that:
(i) You have read carefully these terms, You agree to their full contents and You accept to be legally bound by them;
(ii) You are above 18 years old or You have reached the age in which You are qualified to enter into a contractual relationship in the country of Your residence;
(iii) You have full authorization to act on behalf of the legal entity which will purchase the JLRDA tokens if acting on behalf of an legal entity;
(iv) You live in a jurisdiction which allows the Company to sell the Ignis Token through a crowdsale without requiring any local authorisation;
(v) You are not an US citizen or resident;
(vi) You will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
(vii) You have sufficient knowledge about the nature of the cryptographic tokens and You have significant experience with, and functional understanding of, the usage and intricacies of dealing with cryptographic tokens and currencies and blockchain-based systems and services;
(viii) You are familiar with all related regulations in the specific jurisdiction You are based in and that purchasing cryptographic tokens in Your country is not prohibited, restricted or subject to additional conditions of any kind; Participants cannot contribute to the Token Sale if there are applicable legal restrictions in their country of residence. It is the responsibility of each participant to know these laws and take them into consideration before their participation in the Token Sale;
(ix) You purchase JLRDA tokens because You wish to have access to the IGNIS child chain and the whole Ardor blockchain platform and to use their various functionality and/or because You wish to support the further development and marketing of the Ardor platform and/or because You wish to facilitate development, testing, deployment and operation of blockchain-based or related applications;
(x) You are not purchasing JLRDA tokens for the purpose of speculative investment or usage.
(xi) You waive your right to participate in a class action lawsuit or a class-wide arbitration against the Company or its Affiliate Parties.
(xii) Prior to participation, carefully consider the exemplary and non-exhaustive list of risk set forth below and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals:
Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the World. In that respect, regulatory measures, investigations or actions may impact the Company’s business and even limit or prevent it from developing its operations in the future. Any person undertaking to acquire JLRDA tokens must be aware that the Company’s business model and the Terms may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, Purchasers and any person undertaking to acquire JLRDA tokens acknowledge and understand that neither the Company nor any of its affiliate shall be held liable for any direct or indirect loss or damages caused by such changes;
The Company will do its best to launch its operations and launch the Ardor platform. Undertaking to acquire JLRDA tokens, You acknowledge and understand however that the Company does not provide with any guarantee that it will manage to achieve it. You acknowledge and understand therefore that the Company and/or its Affiliate Parties assumes no liability or responsibility for any loss or damage that would result from or relate to the inability to receive or use the IGNIS tokens, except in case of intentional misconduct or gross negligence.
3.3 After purchasing the JLRDA tokens You become their owner and You are entitled to receive the corresponding amount of IGNIS tokens when the Ardor platform is launched which shall give You access to the whole functionality of the IGNIS child chain and the Ardor blockchain platform as well.
3.4 Ownership of the JLRDA tokens and subsequently IGNIS tokens carries no other rights, expressed or implied. Therefore You should have no expectation of influence over governance of the Nxt or Ardor platforms or the Company itself.
3.5 The purchasing of the tokens shall grant You no influence in the Company and shall not in any way constitute acquiring of shares in the Company. The ownership of JLRDA, IGNIS, NXT and/or ARDR tokens does not constitute You as a shareholder in the Company, it does not grant You a right to present Yourself as a shareholder of the Company, it does not give You any equity in the Company nor any rights to vote, to receive non-public information about the Company, to receive dividends, to participate in Company’s decision making process or profit sharing, nor to claim outside or before a court or other legal institution any of such or similar rights. The ownership of JLRDA, IGNIS, NXT and/or ARDR tokens does not give You whatever other rights associated with being a shareholder nor any intellectual property rights over the Software.
3.6 The JLRDA, IGNIS, NXT and ARDR tokens do not have the legal qualification of a security, since they do not give any rights on dividend or interest.
3.7 Nothing in these Terms should be regarded as an invitation or solicitation of investment or promise of profit in whatever form and does not construe, relate or pertain in any way or should be regarded to be an offering of securities of any kind in any jurisdiction. The Company is not a financial institution and does not provide investment services, including investment advice, or any other licensed financial services according applicable law. The Token Sale nor any of the services offered by the Company in this regard nor the Company itself, are subject to financial regulations or regulatory supervision of the authorities in the jurisdiction of the Company. Neither the Company nor its Affiliate Parties shall be considered as advisor in any legal, tax or financial matters.
3.8 Despite the occasional use of the words "coin" or “cryptocurrency” when sometimes referring to the JLRDA, IGNIS, NXT and/or ARDR tokens herein or in any related documents, they should not be regarded as fiat money, as electronic money or as financial instruments with particular status or subject to regulative framework of any kind according applicable law.
3.9 The Company will be an operative entity managing the Ardor blockchain platform, which includes the Ignis child chain. Therefore, the Company is not a financial intermediary according to Swiss Law and is not required to obtain any authorization for Anti Money Laundering purpose.
3.10 You, as purchaser, acknowledges that the Nxt and Ardor blockchain platforms and the tokens necessary for their function, as well as the software needed for the purchase process, basically constitute software programs and as such they are provided "as-is", with all faults, whether or not immediately apparent, without any warranty whatsoever. Information about any functionality that the tokens and the Nxt and Ardor blockchain platforms aim to provide, is provided on the website of the Company, but such information constitutes no warranty as to the actual performance and built quality. The Company and Affiliated Parties continuously provide best efforts to develop and maintain the Nxt and Ardor blockchain platforms and tokens. Regardless, and in any occasion, to the full extent permitted by law, the Company and affiliated parties disclaim all warranties and conditions, express or implied, including without limitation the implied warranties or conditions of merchantable quality and fitness for a particular purpose or statutory conformity.
3.11 To the full extent permitted by law neither the Company, its subsidiaries, parent or sister companies or affiliate companies, nor any of its licensors, shall be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of profits, or indirect, special, incidental or consequential damages, arising from this Terms, from the purchase of JLRDA, NXT, IGNIS and/or ARDR tokens or from the Software and its use (or inability to use), even if such party has been advised of the possibility of such damages.
3.12 Furthermore the Company shall have no liability if You or any third party uses or prepares to use the Software or a derivative of it in any manner or for any purpose which violate national or international law or the license applicable to the Software. Please refer to the license terms of the Software for further information.
Article 4. Duration, schedule, participation and price
4.1 The crowdsale shall be conducted on the Nxt blockchain platform. You can access the Nxt blockchain platform using the latest stable version of the official Nxt client software downloaded from https://www.jelurida.com/ or directly from the Jelurida website (https://nxt.jelurida.com/). In order to participate in the crowdsale You need to have an Nxt account. You can either create a new account using the client or use an existing account if You already have one. There will be a “IGNIS Token Sale” link displayed in the client which shall take You to a page where You can buy JLRDA tokens – the technical tokens which will facilitate the Token Sale.
It is recommended that you download and use the Nxt client v1.11.6 or later rather than participating in the Token Sale through the website.
While the Company shall do its best to keep its website accessible and running during the Token Sale, the Company shall not be held responsible if the website is (temporarily) not available, not accessible, has performance issues, is subject to an attack or is not accessible from Your location.
The price of the JLRDA tokens shall be determined based on the schedule below and You will need NXT tokens to buy them. You can purchase NXT directly within the client using the integrated ShapeShift and Changelly exchanges or on any cryptocurrency exchange which has NXT listed such as Poloniex.
4.2 FAKE TOKENS
The method described above is the only valid way of participating in the Token Sale. It is possible that fake tokens with similar or the same name created by third parties also appear in other areas of the wallet such as the Asset Exchange or the Marketplace. Due to decentralized nature of the blockchain it is not possible to prevent the creation of such tokens and the Company shall not be held responsible for any losses or damages, or inability to receive IGNIS, arising from You purchasing such third party tokens.
ALWAYS USE THE “IGNIS TOKEN SALE” LINK IN THE WALLET HEADER FOR PURCHASING OF JLRDA TOKENS!
4.2 Functional limitation of the JLRDA tokens.
JLRDA is a “controllable currency” which means that only the issuer is able to offer it for sale or transfer it to other accounts. The issuance of such “controllable currency” is possible through the Nxt blockchain Monetary System feature. You can purchase this currency, but it is not technically possible to resell it or to transfer it to other accounts except back to the issuer account. All purchases of JLRDA tokens are final and no NXT shall be returned to You even if You send back Your JLRDA tokens to the issuer account. This however shall not negate Your right to receive the corresponding amount of IGNIS tokens or the NXT assets in case clause 4.8 applies.
The JLRDA token is the technical tool to keep track of who is entitled to receive how many IGNIS tokens at the Ardor launch. It is not transferable or tradeable between accounts. Once in Your possession, the JLRDA tokens cannot be taken back by the issuer and they represent Your right to receive IGNIS tokens when the Ardor blockchain platform is launched. The JLRDA tokens themselves will not be tradeable and their purpose shall be fulfilled when You receive Your corresponding amount of IGNIS tokens. After the exchange they might be deleted from the system because they will have no further purpose, significance, value or functionality.
Please note that the JLRDA tokens You purchase shall be held in Your Nxt account where only You have access to with Your password which is unknown to the Company.
4.3 For 1 (one) JLRDA token You shall be entitled to receive 1 (one) IGNIS token when the Ardor platform is launched.
The total amount of IGNIS coins issued will be equal to half of the amount of NXT coins existing on the Nxt blockchain at the time of the Ardor Genesis Snapshot, plus 500 M (five hundred million).
Approximately half of the IGNIS coins will be reserved and distributed automatically to the NXT holders based on their account balances at the time of the Ardor Genesis Snapshot, at 1 NXT = 0.5 IGNIS ratio.
From the remaining 500 M (five hundred million) IGNIS, 440 M (four hundred and forty million) are offered to the general public in the Token Sale via purchasing the JLRDA tokens, subject to this Terms, and 60 M (sixty million) will be kept by the Company.
4.4 Several phases of the crowdsale and price of the JLRDA tokens.
Dates |
JLRDA tokens for sale |
Price of 1 JLRDA in NXT |
---|---|---|
Aug 05 - Aug 12, 2017 |
60,000,000 |
0.40 |
Aug 26 - Sep 02, 2017 |
80,000,000 |
0.55 |
Sep 09 - Sep 16, 2017 |
100,000,000 |
0.76 |
Sep 23 - Sep 30, 2017 |
100,000,000 |
1.05 |
Oct 07 - Oct 14, 2017 |
up to 100,000,000 |
1.45 |
The Token Sale shall be conducted on 5 (five) separate rounds. It will be sold in several batches following the above schedule (subject to clause 4.7):
The last batch of 100 M JLRDA tokens will be reduced by up to 20 M tokens allocated by Jelurida for promotional and marketing use.
The Company will keep as NXT 20% (but not more than 40 M NXT) of the NXT coins collected in the crowdsale. Jelurida will convert the rest of the collected NXT to fiat or BTC (Bitcoin), but reserves the right to do so in portions, or at a later time depending on market conditions.
The Company reserves the right to postpone the Token Sale or modify the schedule if the market conditions change significantly.
Should the Company need to change the Token Sale schedule, this will be announced at https://www.jelurida.com/ico
4.5 In case any batch is sold out before the end of the designated time frame the next stage shall still start as scheduled and not moved earlier.
4.6 If any batch is not sold completely at the end of the designated time frame the remaining unsold JLRDA tokens shall be added to the next batch. If not all of the JLRDA tokens are sold by Oct 14, 2017 the Company reserves the right to decide what to do with the unsold amount.
4.7 The Ardor platform launch is scheduled to happen in Q4 2017, but this deadline may be extended by the Company if needed. You hereby acknowledge and agree that You shall not seek to hold the Company or its Affiliate companies liable if this deadline is not met regardless of the reason for that.
4.8 In case it becomes apparent that the Ardor platform cannot be launched, regardless of the reason for that, an asset shall be issued on the Nxt blockchain and distributed to the JLRDA holders who shall be entitled to receive 2 (two) asset tokens for 1 JLRDA token.
You hereby expressly agree that You accept this method of refund as the only remedy You shall be entitled to if the Ardor blockchain platform is not launched.
The Company and its development team is committed to and shall do everything in their power to deploy the Ardor platform according to schedule and only in case of objective technical, organizational or legal obstacles the platform’s launch may be delayed or canceled.
Article 5. Amendment
The Company reserves the right to amend this Terms from time to time. Each change shall be preceded by a one-week written notice posted on the website of the Company. Only the published on our website terms shall be valid and legally binding.
Article 6. Severability
If any provision or part of any provision of this Terms is determined by a court of competent jurisdiction to be or becomes illegal, unenforceable or in conflict with any law governing this Terms, such provision shall be adjusted to the minimum extent necessary (most closely reflecting the legal and economic intent of the parties), to cure such unenforceability, illegality, or conflict, while the remainder of this terms (as well the remainder of the relevant provision) shall remain in effect.
Article 7. Entire Agreement
This Terms, as amended from time to time, represent the entire understanding and constitute the whole Agreement between the Company and Yourself with respect to the subject matter hereof with the exclusion of any other terms that may be applied by any other than the Company. This Terms might be included for completeness and transparency in the Company’s White Paper or other marketing materials but in no way will any of the content of such marketing material be considered part of this Terms.
Article 8. Current state of law
These Terms are drawn up and are in accordance with the current state of the law governing these Terms, the Token Sale and the Company, in force as of the date reflected hereunder. No warranty is given regarding compliance of these Terms with any other laws than the law applied to these Terms, or any other laws in effect as of a later date than the date of these Terms regardless of the date of acquisition of a token by Yourself.
Article 9. Applicable law
These Terms and all matters related to the interpretation and effect of this Terms as well as any non-contractual obligation between the Company and Yourself will be subject to and governed by the laws of the Switzerland to the exclusion of Swiss International Private Law and any International Treaties. All disputes arising from or under these Terms shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only. The seat of the arbitration shall be Lugano, Switzerland. The arbitral proceedings shall be conducted in English.