Whereas the Company has set up the ‘INFLIV’ platform on the Website (as hereinafter defined) for trading of bitcoins and certain other cryptocurrencies; and The Company is issuing Ethereum-based ERC20 tokens through an ‘initial coin offering’ process (“INFLIV(IFV) Tokens”) on the Website, which the Buyer is desirous of purchasing.
B)ACCEPTANCE OF AGREEMENT AND PURCHASE OF INFLIV TOKENS
This Agreement shall be effective and binding on the Parties when Buyer: (a) [logs in to the Website after registration / clicks the relevant check box on the official http://infliv.com/ website (the “Website”)] to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Buyer [clicking the purchase button on the Website to purchase Infliv(IFV) Tokens / Company’s receipt of payment from Buyer for purchase of Infliv(IFV) Tokens]. Buyer agrees to be bound on this basis and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound. The Buyer may purchase the Infliv(IFV) Token through the initial coin offering process during the ICO Period in accordance with this Agreement. By purchasing Infliv(IFV) Tokens in accordance with this Agreement, the Buyer acknowledges and agrees that fully and unconditionally accepts the Company’s offer for purchase and use of the Infliv(IFV) Tokens, without any reservation or exception. During the ICO Period, Infliv(IFV) Tokens can be purchased by exchange of [Cryptocurrency like Ethereum] for Infliv(IFV) Tokens, at an initial exchange rate of 1 (one) Ethereum = 2600 Infliv(IFV) Token. However, there are no guarantees by the Company as to the price of Infliv(IFV) Tokens purchased by Buyer and no guarantees that the price per Infliv(IFV) Token determined by the market will be equal to or higher than the initial price subsequent to the purchase of Infliv(IFV) Tokens. Any and all amounts paid by the Buyer towards purchase of Infliv(IFV) Tokens [shall not be refundable to the Buyer] and purchases of Infliv(IFV) Tokens cannot be cancelled. Buyer cannot make any claims for any actual amounts paid towards purchase of Infliv(IFV) Tokens or Damages or any other amounts relating to such purchase and will not receive money or other compensation for any Infliv(IFV) Tokens purchased. The Company shall reserve the right to refuse selling the Infliv(IFV) Tokens to anyone who does not meet criteria necessary to purchase them, as set out hereunder or by the applicable law.The Infliv(IFV) Tokens shall be issued in a limited number. All the Infliv(IFV) Tokens shall not be equal functionality.
C) PURPOSE AND USE OF INFLIV(IFV) TOKENS.
No Purpose. As mentioned above, the Infliv(IFV) Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although Infliv(IFV) Tokens may be tradable peer to peer on the INFLIV Platform or any other exchange, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the Infliv(IFV) Tokens will be utilized by Company in its sole discretion. The Buyer acknowledges, understands and agrees that ownership of the Infliv(IFV) Tokens does not grant the Buyer the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the Company, or INFLIV Platform, or any other Company property or any part of it. The Buyer is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and blockchain technologies, including but not limited to: (a) risk of losing access to tokens due to loss of private key(s), (b) risks associated with the Ethereum platform protocol, (c) risk of hacking and security weaknesses, (d) risk of uninsured losses, (e) risks associated with uncertain regulations and enforcement actions. The Infliv(IFV) Tokens should not be deemed as securities or a collective investment scheme:(a) the Infliv(IFV) Tokens do not grant to the Buyer any voting or ownership rights;(b) the Infliv(IFV) Tokens do not grant to the Buyer any return on investment; and (c) the Infliv(IFV) Tokens do not grant to the Buyer any profit and passive income from the ownership of the Infliv(IFV) Tokens. The Infliv(IFV) Tokens are not intended to be securities under the laws of any jurisdiction and are not registered with any government entity as a security, and shall not be considered as such. By purchasing the Infliv(IFV) Tokens, the Buyer expressly acknowledges and assumes the risks specified in this Article.
D) USE OF THE COMPANY WEBSITE
After registration on the Website, the Buyer receives a login and password to access the Website and the INFLIV Platform. By using the login and password, the Buyer confirms the information submitted by the Buyer in electronic form, which shall be accepted by the Buyer and the Company to be an electronic document equal to a paper document signed by a handwritten signature. All actions carried out with the use of login and password of the Buyer are considered to be executed by the Buyer. Buyer’s account registration constitutes an acknowledgement that Buyer is able to electronically receive, download, and print this Agreement and any amendments to it.
E) USE OF INFLIV TOKENS
Buyer shall not, and shall not allow any third party to: (a) insert into the INFLIV Platform and the Infliv(IFV) Tokens any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the INFLIV Platform and the Infliv(IFV) Tokens to cease operating, or to damage, interrupt, or interfere with any end user data; or(b) use the Infliv(IFV) Tokens for of illegal or unlawful actions or other unauthorized purposes.
F) REPRESENTATIONS AND WARRANTIES
By purchasing the Infliv(IFV) Tokens, the Buyer represents and warrants that:
(1) the Buyer has read and understand this Agreement in full;
(2) Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, purchase Infliv(IFV) Tokens, and to carry out and perform its obligations under this Agreement. Further, (i)if an individual, Buyer is at least 18 (eighteen) years old and/or of sufficient legal age and capacity to purchase Infliv(IFV) Tokens; and (b) If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
(3) No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (i) any provision of Buyer’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
(4) No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than the Buyer.
(5) Funds and Payments.
(i) Funds. The funds, Buyer are use ethereum Cryptocurrency to purchase Infliv(IFV) Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the Infliv(IFV) Tokens to finance, engage in, or otherwise support any unlawful activities.
(6) Miscellaneous Regulatory Compliance.
(i) Anti-Money Laundering and Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counterterrorism financing requirements.
(ii) Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or Infliv(IFV) Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with Infliv(IFV) Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
(7) the Buyer fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the Infliv(IFV) Tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the Infliv(IFV) Tokens;
(8) the Buyer fully understands, realizes and agrees that the Infliv(IFV)Tokens are created on a blockchain and do not grant to the Buyer any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the Infliv(IFV) Tokens; (9) the Buyer will not forge, or otherwise manipulate any personal or non-personal data requested by the Company in the process of the Buyer’s registration, or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the Company in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the Company or in accordance with the applicable law or otherwise;
(10) the Buyer is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or digital tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; and
(11) the Buyer does not intend to hinder, delay or defraud the Company or any other users of the Website of the INFLIV Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Singapore or in any place in the world.
Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of Infliv(IFV) Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer. The Buyer shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under this Agreement.
H) INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
No Claim, Loan or Ownership Interest. The purchase of Infliv(IFV)Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; and (b) is not a loan to Company. Intellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon (“Intellectual Property”). Buyer may not use any of Company’s Intellectual Property for any reason without Company’s prior written consent.
Buyer expressly acknowledges, understands and agrees that Buyer is using and purchasing Infliv(IFV) Tokens at the Buyer’s sole risk and that the Infliv(IFV) Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE INFLIV TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company may provide Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of Infliv(IFV) Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.