PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT
SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND REPRESENTATIVE
ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO
THESE TERMS TOKEN SALE, DO NOT PURCHASE TOKENS.
This document acts as an agreed upon Terms of Token Sale (“Terms”) between you
(“Purchaser,” “You”) and KUBER DIGITAL Limited (“KDC,” “Company,” “we,” or “us”). You
accept these Terms when you purchase KDC’s KDC tokens (“KDC Tokens”).
By purchasing KDC Tokens from us, you will be bound by these Terms and all terms
incorporated by reference. If you have any questions regarding these Terms, please contact a
KDC Tokens sales team at email@example.com.
You and the Company agree as follows:
1. Purchase of KDC Tokens. Subject to the Terms of Service and these Terms, the
Company agrees to sell to you and you agree to purchase from the Company a specific
number of KDC Tokens at the price listed on https://kuberdigitalcoin.com or https://
kdccoin.com (collectively, “Site”) at the time of purchase. The number of purchased KDC
Tokens shall be determined based on the total amount you select to pay for your purchase
2. Scope of Terms.
(a) Unless otherwise stated herein, these Terms govern purchase of KDC
Tokens from the Company during sale period. Any payment received by the Company
after the end of the Sale Period will be accepted only if it was originated during the Sale
Period. Company may request to provide evidence of payment from Purchaser.
(b) Any use of KDC Tokens will be governed primarily by other applicable
terms and policies, [which will be available on the Site upon the distribution of the KDC
instead of the previous version.
control with respect to any issues relating to the use of KDC Tokens.
3. Purchase Procedure. Following the successful purchase, the information about
purchased KDC Tokens will be reflected in the Purchaser’s account, which shall be
created by Purchaser on the Site to purchase KDC Tokens (“Account”). The purchased
KDC Tokens would be available for use or withdrawal upon distribution by KDC as set
forth in Section 4 of these Terms.
4. Date of Distribution. Upon completion of the token sale, the Company will
distribute the purchased KDC Tokens to the Account of the Purchaser within 7 working
5. Receipt of KDC Tokens. Upon distribution, the KDC Tokens will be transferred
by the Company to the Account for each Purchaser. Each Purchaser will have an option to
use KDC Tokens or to transfer KDC Tokens to the third-party ERC-20 digital wallet.
Purchaser shall be responsible for implementing reasonable measures for securing the
wallet, vault or other storage mechanism Purchaser decides to use to receive and hold
Tokens outside of the User Account, including any requisite private key(s) or other
credentials necessary to access such storage mechanism(s). If Purchaser’s private key(s) or
other access credentials are lost, Purchaser may lose access to the purchased KDC Tokens.
The Company shall not be responsible for any such losses.
6. Terms and Conditions of KDC Token. The KDC Token terms and conditions
are as set forth in the White Paper located at https://kuberdigitalcoin.com which are
incorporated hereto by reference.
7. Cancellation; Refusal of Purchase Requests. The purchase of KDC Tokens
from the Company is final, and there will be no refunds or cancellations except as
specifically provided in these Terms. However, prior to the distribution of KDC Tokens,
the Company reserves the right to cancel any KDC Token purchase or refuse any purchase
requests at the Company’s sole discretion for any reason. In such case, the Company will
issue a refund in the same form of payments as was made by you and to the same wallet
address, bank account, or a third party payment processor where your funds were
transferred from. We may deduct the transaction cost from the refund amount, if any.
8. Acknowledgment and Assumption of Risks. You acknowledge and agree that
there are risks associated with purchasing KDC Tokens, holding KDC Tokens, and using
KDC Tokens, as disclosed in the White Paper. In case of questions regarding these risks,
you shall contact the sales team at firstname.lastname@example.org BY PURCHASING KDC
TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
9. Representations and Warranties. In connection with the purchase of the KDC
Tokens, you represent to the Company the following:
(a) You are aware of the terms and conditions of the KDC Tokens and have
acquired sufficient information about the KDC Tokens to reach an informed and
knowledgeable decision to acquire the KDC Tokens.
(b) You have sufficient understanding of cryptographic tokens, token storage
mechanisms (such as token wallets), and blockchain technology to understand the terms of
these Terms and to appreciate the risks and implications of purchasing the KDC Tokens.
(c) You understand that the KDC Tokens confer only the rights described in
the White Paper, and confer no other rights of any form with respect to KDC, including,
but not limited to, any ownership, distribution, redemption, liquidation, proprietary
(including all forms of intellectual property), or other financial or legal rights.
(d) You shall not purchase KDC Tokens for any uses or purposes other than to
use KDC Tokens as provided in the White Paper, including, but not limited to, any
investment, speculative or other financial purposes.
(e) You understand that the KDC Tokens are not security, commodity or any
other kind of financial instrument and have not been registered under the Securities Act,
the securities laws of any country, including the securities laws of any jurisdiction in
which Purchaser is resident.
(f) You have satisfied yourself as to the full observance of the laws of your
jurisdiction in connection with any invitation to purchase the KDC Tokens or any use of
these Terms, including
(i) the legal requirements within its jurisdiction for the purchase of
the KDC Tokens,
(ii) any foreign exchange restrictions applicable to such purchase, and
(iii) any governmental or other consents that may need to be obtained.
(g) Your purchase, payment for, and continued beneficial ownership of the
KDC Tokens will not violate any applicable laws of your jurisdiction.
(h) You shall comply with any applicable tax obligations in all relevant
jurisdiction arising from the purchase of KDC Tokens.
(i) If you are purchasing Tokens on behalf of any entity, you are authorized to
accept these Terms on such entity’s behalf and that such entity will be responsible for
breach of these Terms by you or any other employee or agent of such entity (references to
“you” in these Terms refer to you and such entity, jointly).
(a) To the fullest extent permitted by applicable law, you shall indemnify,
defend and hold harmless the Company and the Company’s respective past, present and
future employees, officers, directors, contractors, consultants, equity holders, suppliers,
vendors, service providers, parent companies, subsidiaries, affiliates, agents,
representatives, predecessors, successors and assigns (the “Company Parties”) from and
against all claims, demands, actions, damages, losses, costs and expenses (including
attorneys’ fees) that arise from or relate to: (i) purchase or use of Tokens, (ii) your
responsibilities or obligations under these Terms, (iii) your breach of these Terms, or (iv)
your violation of any rights of any other person or entity, and (v) your violation of any
(b) The Company reserves the right to exercise sole control over the defense,
at your expense, of any claim subject to indemnification under Section 10(a). 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.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY,
THE KDC TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS
WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED
WARRANTIES AS TO THE KDC TOKENS, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT;
(B) THE COMPANY DOES NOT
REPRESENT OR WARRANT THAT THE KDC TOKENS ARE RELIABLE, CURRENT OR
ERROR-FREE, MEET PURCHASER’S REQUIREMENTS, OR THAT DEFECTS IN THE
KDC TOKENS WILL BE CORRECTED; AND
(C) THE COMPANY CANNOT AND DOES
NOT REPRESENT OR WARRANT THAT THE KDC TOKENS OR THE DELIVERY
MECHANISM FOR KDC TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL
(b) Some jurisdictions do not allow the exclusion of certain warranties or
disclaimer of implied terms in contracts with consumers, so some or all of the exclusions
of warranties and disclaimers in this Section may not apply to you.
12. Limitation of Liability.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i)
IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES OF ANY KIND (INKDCUDING, BUT NOT LIMITED TO,
WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE
OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR
IN ANY WAY RELATED TO THE SALE OR USE OF THE KDC TOKENS OR
OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF
ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT
LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR
IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (ii)
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE
COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR
OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE
USE OF OR INABILITY TO USE THE KDC TOKENS, EXCEED THE AMOUNT YOU
PAY TO THE COMPANY FOR THE KDC TOKENS.
(b) THE LIMITATIONS SET FORTH IN SECTION 12(a) WILL NOT LIMIT
OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR
INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
(c) Some jurisdictions do not allow the limitation or exclusion of liability for
incidental or consequential damages. Accordingly, some of the limitations of this Section
may not apply to you.
13. Release. To the fullest extent permitted by applicable law, you release the
Company and the Company Parties from responsibility, liability, claims, demands and/or
damages (actual and consequential) of every kind and nature, known and unknown
(including, but not limited to, claims of negligence), arising out of or related to disputes
between you and the acts or
omissions of third parties. You expressly waive any rights you may have under statute or common
law principles that would otherwise limit the coverage of this release to include only those claims,
which you may know or suspect to exist in your favor at the time of agreeing to this release.
14. Governing Law. The validity, interpretation, construction and performance of
these Terms, and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance with the laws
of UNITED KINGDOM, without giving effect to principles of conflicts of law.
15. Dispute Resolution; Arbitration.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU
TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS
THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.
(a) Binding Arbitration. Except for any disputes, claims, suits, actions,
causes of action, demands or proceedings (collectively, “Disputes”) in which either Party
seeks to bring an individual action in small claims tribunals or seeks injunctive or other
equitable relief for the alleged unlawful use of intellectual property, including, without
limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the
(i) waive your and the Company’s respective rights to have any and all Disputes
arising from or related to these Terms resolved in a court, and
(ii) waive your and the
Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate
Disputes through binding arbitration (which is the referral of a Dispute to one or more
persons charged with reviewing the Dispute and making a final and binding determination
to resolve it instead of having the Dispute decided by a judge or jury in court).
(b) No Class Arbitrations, Class Actions or Representative Actions. Any
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.
(c) Notice; Informal Dispute Resolution. Each Party will notify the other
Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the
date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally.
Notice to the Company shall be sent by e-mail to the support team at info@KDC.io.
Notice to you shall be sent to the email address provided by you in your Purchase
Account. Your notice must include
(i) your name, postal address, email address and telephone number,
(ii) a description in reasonable
detail of the nature or basis of the Dispute, and
(iii) the specific relief that you are seeking. If you
and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date
notice is received by the applicable Party, then either you or the Company may, as appropriate and
in accordance with this Section 15, commence an arbitration proceeding or, to the extent
specifically provided for in Section 15(a), file a claim in court.
(d) Process. Any Dispute shall be referred to and finally resolved by arbitration
administered by the UNITED KINGDOM International Arbitration Centre in accordance
with the Arbitration Rules at the time being in force, which rules are deemed to be
incorporated by reference in this Clause. The Tribunal shall consist of three (3) arbitrator(s).
The language of the arbitration shall be English.
(a) Entire Agreement. These Terms set forth the entire agreement and
understanding of the Parties relating to the subject matter herein and supersedes all prior
or contemporaneous discussions, understandings and agreements, whether oral or written,
between them relating to the subject matter hereof.
(b) Amendments. These Terms may be modified by Company at any time for
any reason by placing modified Terms on the Site. We will provide notice of any
amendment to these Terms by posting any revised terms to the Site and updating the “Last
updated” field above accordingly or by any other method we deem appropriate. We are not
obligated to provide notice in any other method beyond these. Any change to these Terms
will be effective immediately upon such notice and apply to any ongoing or subsequent
purchases of KDC Tokens.
(c) Binding Agreement. These Terms provide the legally binding terms and
conditions for the sale and purchase of the KDC Tokens. By purchasing the KDC Tokens,
you acknowledges its understanding and acceptance. You are bound by the Terms in
existence at the time of your purchase of KDC Tokens. If you are making a purchase on
behalf of the legal entity, you understand and accept these Terms on behalf of that entity (to
which refers to “you” shall also apply) and warrant that you are duly authorized to act on
behalf of that legal entity.
(d) Successors and Assigns. Except as otherwise provided in these Terms,
these Terms and the rights and obligations of the parties hereunder will be binding upon
and inure to the benefit of their respective successors, assigns, heirs, executors,
administrators and legal representatives. The Company may assign any of its rights and
obligations under these Terms. No other party to these Terms may assign, whether
voluntarily or by operation of law, any of its rights and obligations under these Terms,
except with the prior written consent of the Company.
(e) Severability. In the event any provision of these Terms is found to be
invalid, illegal, or unenforceable the remaining provisions of these Terms shall
nevertheless be binding upon Company and you with the same effect as thought the void
and unenforceable part had been severed and deleted.
(f) Headings. The article headings of these Terms are included for the
convenience only and shall not affect the construction or interpretation of these Terms.