Term and Conditions of Ceybit Token (CYBT) Sale

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. CEYBIT SOFTWARE (PVT) LTD ADVISES YOU TO CONSULT LEGAL, FINANCIAL OR TAX ADVICE PRIOR TO AGREEMENT.

ceybit

Your purchase of Ceybit Tokens (“CYBT”) from Ceybit Software (Pvt) Ltd (“Company”) is subject to these Terms of Sale (“Terms”). You and the Company each will be referred to as “Party” and collectively as the “Parties.”

You understand and acknowledge that the Terms dictated here, govern your purchase of CYBT from the Company during the Pre-Sale and Sale Period.

The use of CYBT in connection with the Platform shall be governed by these Terms together with all applicable terms and policies provided by the Company (collectively “Platform Terms and Policies”) which shall be incorporated in and form part of, these Terms.

The Platform Terms and Policies may be amended or supplemented at any time for any purpose at the sole direction of the Company.

No person has been authorized to make any statement concerning the Company or the offering of CYBT other than as set form in these Terms, and any such statements, if made must not be relied on.

Purchasers should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposable of CYBT, and any foreign exchange restrictions that may be relevant thereto.

Please not the distribution of CYBT and the offer and sale of CYBT in certain jurisdictions may be restricted by law.

These Terms are not an offer to sell or a solicitation of an offer to buy, not will any CYBT be offered or sold to any person, in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction.

By purchasing CYBT from the Company during the Pre- Sale and Sale Period and/ or using CYBT in connection with the Platform, you will be bound by these Terms.

You and Company (‘Parties’) agree as follows;

1. CEYBIT PLATFORM

The Company intends to develop and/or has developed each of the following:

  1. A cryptocurrency and fiat combined exchange
  2. A CYBT wallet solution
  3. A payment gateway software solution based on CYBT

The Company intends to develop the Platform in the manner described in the Whitepaper and website (‘Available Information’), it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.

The Company will have responsibility for administering the development of certain aspects of the Platform, however will engage third parties to assist with the implementation and launch of the Platform.

The Company is a limited liability incorporated in Sri Lanka and is not subject to supervision or regulation by the Central Bank of Sri Lanka or any other regulatory authority in any jurisdiction.

2. DEVELOPMENT OF PLATFORM WITH CYBT FUNCTIONALITY AND SERVICES

The company anticipates that the key components of the Platform will include:

  1. The Ethereum Platform which facilitates the issuance of CYBT and determines the rules pursuant to which rights will be given to the Company within the Platform based on the smart contract. CYBT is based on the Ethereum protocol and conforms to the ERC20 standard;
  2. The decentralized database of the Company (inclusive of various information, email address, media files provided to the Company ‘Metadata’) will be stored;

The Platform has been developed and operated entirely by the Company, however it is anticipated that certain affiliates, and/ or other third parties will provide administrative, technical and developmental services to the Company in connection to the Services and Platform.

3. PURPOSE AND USE OF CYBT IN CONNECTION WITH THE PLATFORM

It is intended that CYBT will be used as an utility token. The Ceybit Exchange commission structure will be formed to allow a real time buy back of the CYBT tokens to fuel the Company’s token economy.

It is anticipated that CYBT will be used to promote the Company Platforms and promote a system of awarding CYBT as user incentives for marketing purposes.

Please note that ownership of CYBT carries no rights, uses or attributes, express or implied, other than when the Platform is developed. Here there is a right to use CYBT to obtain Platform Services.

You understand and acknowledge that CYBT do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform and/or Company. CYBT is not intended to be a digital currency, security, commodity or any other kind of financial instrument.

4. CYBT SALE

Your purchase of CYBT from the Company during the Private Sale, Pre-Sale and the Sale Period is final. There are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel CYBT purchase request at any time at our sole discretion.

You acknowledge and agree that there are risks associated with purchasing CYBT, holding CYBT and using CYBT in connection with the Company, the Services and/or Platform.

By purchasing CYBT you have expressly acknowledged and assumed these risks.

5. CYBT SALE PROCEDURE AND SPECIFICATIONS

Company will create up to 2.1 billion CYBT through a smart contract on the Ethereum platform (“Smart Contract System”). All CYBT will be of equal value and functionality.

The Company’s sale of CYBT for eligible purchasers will be in three stages, each beginning on the dates published on the Company website at www.ceybit.net or www.ceybit.lk, a private sale period (the “Private Sale Period”), followed by a Pre-Sale Period (the “Pre-Sale Period”) and the Sale Period (the “Sale Period”).

The Private Sale Price of 1 CYBT is equal to i) 0.019 USD; ii) 0.022 USD during the Pre-Sale Period; iii) 0.028 USD for the first half of tokens available in the Sale Period and iv) 0.031 USD for the remaining half of tokens available in the Sale Period.

During the Private Sale, Pre-Sale and Sale Period, the CYBT can only be purchased through the Company.

The purchase price that you pay for CYBT is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of CYBT, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting or remitting any sales, use, value added, or similar tax arising from your purchase of CYBT.

CYBT can be purchased with Ethereum.

You must have an Ethereum wallet that supports the ERC20 token standard. The Company reserves the right to prescribe additional wallet requirements. To subscribe for CYBT you are required to;

  1. Agree to these Terms by clicking “I Agree with the Terms and Conditions” at www.ceybit.net or www.ceybit.lk
  2. Agree to provide such further verification of the identity and source of funds, as requested by the Company, before the application can be processed.
  3. Send the relevant amount of Ethereum to the Company’s corresponding wallet/ account published at www.ceybit.net or www.ceybit.lk.

Within 8 weeks after the expiration of the Pre-Sale Period, the Company will trigger a smart contract operation, pursuant to which the Smart Contract System will automatically create and promptly deliver the corresponding CYBT to the ERC20 wallet (address provided by you).

You acknowledge and agree that the smart contracts generated by the Smart Contract System will be governed by the laws (if applicable) of Sri Lanka and subject to the exclusive jurisdiction of the courts of Sri Lanka (when applicable).

6. CYBT INITIAL ISSUE AND PLATFORM GROWTH FUND

Of the Company CYBT, 2.1 billion CYBT will be created, of which;

  1. 987 million, CYBT will be allocated for distribution during the Private- Sale, Pre-Sale and Public Sale.
  2. 525 million, CYBT will be allocated for the User Growth Pool (UGP) to incentivize use and growth of the Platform.
  3. 315 million, CYBT will be allocated for the Company’s Team Members (with restrictions on sale for the first 8 months after the expiration of the Sale Periods).
  4. 189 million, CYBT will be allocated for Company Reserves.
  5. 42 million, CYBT will be allocated for Advisors.
  6. 42 million, CYBT will be allocated for Bounties.

7. USE OF PROCEEDS FROM CYBT TOKEN SALE

The Company anticipates the proceeds to be used to cover the following costs:

  1. 55% of the proceeds will be reserved for business and platforms development.
  2. 12% of the proceeds will be allocated for marketing and other PR activities.
  3. 10% of the proceeds will be allocated for obtaining licenses.
  4. 8% of the proceeds will be reserved for accounting, security, recruitment and general administration costs.
  5. 8% of the proceeds is for external contractors and third-parties such as consultants, partnerships and affiliates.
  6. 5% of the proceeds is for legal expenses.
  7. 2% of the proceeds is for any unforeseen costs.

8.PERSONAL INFORMATION AND SECURITY

The Company may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation with selling CYBT to you.

You agree to provide the Company with such information promptly upon request, and you acknowledge that we may refuse to sell CYBT to you until you provide such requested information and we have determined that it is permissible to sell you CYBT under applicable law or regulation.

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold CYBT which you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other credentials are lost, you may lose access to your CYBT. The Company is not responsible for any such losses.

As part of the Know Your Customer procedure (KYC), anyone wishing to acquire CYBT will have to provide The Company with the KYC documents and/or information requested at the Company website prior to purchasing CYBT.

9. REPRESENTATIONS AND WARRANTIES

By transferring Ethers to purchase CYBT from the Company, you represent and warrant that:

  1. You understand and acknowledge that CYBT confer only the rights specified above and confer no other rights of any form with respect to the Platform or Company, including but not limited to, any voting distributions, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
  2. You have understood and accepted these Terms and Conditions.
  3. You have sufficient understanding of the functionality, usage, storage, transmission mechanism and other material characteristics of cryptocurrency, the tokens, blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing CYBT.
  4. You have obtained sufficient information about CYBT to make an informed decision to purchase CYBT.
  5. You understand the restrictions and risks associated with the creation and distribution of CYBT by the Smart Contract System. The Smart Contract System means the Ethereum ERC20 protocols intended distribute CYBT as set forth herein and acknowledge and assume all suck risks.
  6. You are purchasing CYBT solely for the purpose of receiving Services and supporting the development, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing CYBT for any other purposes, including, but not limited to, any investment, speculative or other financial purposes.
  7. Your purchase of CYBT complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing CYBT, using CYBT and entering into contracts with the Company. (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
  8. If you are purchasing CYBT on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and will be responsible for the breach of these Terms by you or any other employee or agent of such entity. These Terms refer to you and such entity jointly.
  9. You are not a citizen of or resident or domiciled in the United States of America or Australia or purchasing CYBT from a location in the USA or Australia.
  10. You are not (i) a citizen or resident of a geographic area in which access to or use of the Services are prohibited by applicable law, decree, regulation, treaty or administrative act, (ii) a citizen or resident of, or located in a geographic area that is subject to U.S or other sovereign country sanctions or embargoes. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Service. If you are registering to use the Service and the Platform on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
  11. To the extent permitted by law, you agree that title to, and risk of loss of, CYBT you purchase from the Company and receive from the Smart Contract System passes from Company to you in Sri Lanka and the Smart Contract is governed by the laws of Sri Lanka.

10. ANTI MONEY LAUNDERING

As part of the Company’s responsibility for the prevention of money laundering and the financing of terrorism, the Company will require a detailed verification of your identity, any beneficial owner underlying the account and the source of the payment.

The Company reserve the rights to request KYC information as it is necessary to be compliant. In the event of a delay or failure by you in producing any information required for verification purposes, the Company may refuse to accept a subscription for CYBT or may cause the cancellation of CYBT purchased or held by you.

You will be required to make such representations to the Company, as the Company shall require in connection with applicable anti-money laundering programs or regulations, including but not limited to representations to the Company that you are not a prohibited country, territory, individual or entity listed on the United States Department of Treasury’s Office of Foreign Assets Control ( “OFAC”) website and that you are not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC programs.

You also represent to the Company that amounts contributed by you were not directly or indirectly derived from activities that may contravene Sri Lankan or other international laws and regulations including anti-money laundering laws and regulations.

If, as a result any information or other matter which comes to his or her attention during the course of his or her business, trade, profession or employment, any person resident in Sri Lanka knows or suspects that a payment to the Company (by way of subscription or otherwise) constitutes or is derived from the proceeds of crime, such person is required to report such knowledge or suspicion pursuant to the relevant laws of Sri Lanka. Such a report shall not be treated as a breach of any restrictions upon the disclosure of information imposed by law or otherwise.

11. DISCLAIMERS

The Company expressly disclaims any and all responsibility for any direct or consequential loss or damages of any kind whatsoever arising directly or indirect from
(i) reliance on any information contained in the Terms and the Available Information, (ii)any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.

Please note to CYBT are sold on an “As Is” and “As Available” basis without warranties of any kind.

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors from and against all claims, demands, actions, damages, losses, costs and expenses that arise from or relate to: (i) your purchase or use of CYBT, (ii) your responsibility or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violations of any rights of any person or entity.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING 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 CYBT 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. THE LIMITATIONS SET FORTH ABOVE WILL NOT LIMIT OF EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

Some jurisdiction 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. Any indemnified Party who is not a party to these Terms may enforce any rights granted to it pursuant to these Terms in its own rights as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any rights under the Contracts Law, to enforce any terms of these Terms. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms any time.

13. RELEASE

To the fullest extent permitted by applicable law, you release Company and the other Indemnified 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 users and the acts or omissions of third parties. You expressly waive any rights you may have under any other 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 favour at the time of agreeing to this release.

14. GOVERNING LAW AND DISPUTE RESOLUTION

The Parties shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within 90 days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined below.

Any Dispute not resolved within 90 days shall be referred to and finally resolved by arbitration under the ICLP Arbitration Centre under the Sri Lankan rules of Arbitration in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place of arbitration shall be Sri Lanka. The language to be used in the arbitral proceedings shall be English.

The arbitration award shall be final and binding on the Parties (‘Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgement upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

The Parties will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, the Company reserves the right, in its sole and exclusive decision to assume responsibility for any or all of the costs of the arbitration.

These Terms will be governed by and construed and enforced in accordance with the laws of Sri Lanka, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of Sri Lanka.

15. MISCELLANEOUS

These Terms constitute the entire agreement between you and us relating to your purchase of CYBT from us. We may make changed to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at www.ceybit.net or www.ceybit.lk. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise any force or right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing CYBT from us does not create any form of partnership, joint venture, or any other similar relationship between you and us. Except as otherwise provided. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

16. NOTES

Purchase Risks

By purchasing, holding and using CYBT, you expressly acknowledge and assume the following risks:

  1. Risk of loss or access to CYBT due to loss of credentials. Good practice advices buyers to store their credentials securely in one or more backup locations that are geographically separated from the work location.

Risks associated with the Ethereum Protocol

Both CYBT and the Platform is based on the Ethereum protocol. Therefore, any malfunction unplanned function or unexpected operation of the Ethereum protocol may cause the Ceybit Platform or CYBT to malfunction or operate in a way that is not expected.

For more information on the Ethereum protocol, see http://www.ethereum.org

Risks associated with the buyer’s credentials

Any third party that obtains access to the buyer’s credentials or private keys may be able to use the buyer’s CYBT. To minimize this risk, buyers must protect themselves against people gaining unauthorized access to their electronic devices.

Legal risk and risk of adverse regulatory intervention in one or more jurisdiction

The operation of the Platform and the CYBT may be impacted by the passing of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital tokens such as CYBTs, which may prevent or limit development of the Platform.

Given the lack of cryptocurrency qualifications in most countries (inclusive of Sri Lanka) each buyer is strongly encouraged to carry out a legal and tax analysis concerning the purchase of CYBT according to their nationality and place of residence.

Risk of an alternative Exchange or an Unauthorized CYBT system

Following Private Sales and the development of the CYBT Platform, there is a possibility that alternative systems may establish using the same code and structure. The official Ceybit Platform may find itself in competition with these alternatives which could potentially adversely impact the Platform and CYBTs.

Risk of lack of interest in the CEYBIT Platform or distributed applications

There is a possibility that the Platform may not be used by a large number of individuals and other organizations, and there may be limited public interest in the creation and development of the distributed applications. Such a lack of interest could impact on the development of the Platform and therefore on the uses or potential value of CYBT.

Risk that the Platform, as developed, does not meet the buyer expectation

The Platform is currently under development and mat undergo significant redesign prior to launch. For a number of reasons, not all buyer expectation concerning the Platform and CYBT for and function may be met on the launch date, including changes in design, implementation and execution of the Platform and/ or CYBTs.

Risks of theft and piracy

Hackers or other malicious or criminal groups or organizations may attempt to interfere with the Platform or the availability of the CYBTs in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, surfing, malware attacks, or consensus -based attacks.

There are risk of security weakness in Ceybit Platform core software. There is a risk that the Company team, or other third parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of the Platform, which may lead to the loss of reduction of the value of CYBT.

Risk of weakness or exploitable breakthrough in the field of cryptography

Advances in cryptography, or technical advances such as the development of quantum computers, may present risks for cryptocurrencies and the Ceybit Platform, which could result in the theft or loss of CYBTs.

Risk of CYBT mining attack

AS with other decentralized cryptographic tokens and cryptocurrencies, the blockchain used for the Ceybit Platform is vulnerable to mining attacks, including but not limited to dual-expense attacks, powerful mining attacks, selfish mining attacks, and critical competition attacks. Any successful attack poses a risk to the Ceybit Platform, the expected performance and sequencing of Company markets, and the expected performance and sequencing of Ethereum contract calculations. Despite the best efforts of the Company team, the risk of known or unknown mining attacks exist and the buyer should be aware of such risks.

Risk of the Platform failing to be used or adopted

Which CYBT should not be considered an investment, their value is bound to change over time. This value may be limited if the Platform is not sufficiently used and adopted. In such a case there could be few or no adopters at the platform launch, which would limit the value of CYBT.

Risk of an uninsured loss

Unlike bank accounts or accounts in other regulated financial institutions, funds held through Company or Ethereum Network are generally uninsured. At present, there are no public or private insurance agents proving buyers with coverage against a loss of CYBT or a loss of CYBT value.

Risk of winding-up of the Platform

For a number of reasons including but not limited to an unfavourable fluctuation in Bitcoin value, an unfavourable fluctuation in CYBT value, the failure of business relationships or competing intellectual property claims, the Company project may no longer be a viable activity and may be dissolved or simply not launched and the CYBT may have no value.

Risk of malfunction of the Platform

The Platform may be impacted by an adverse malfunction including, but not limited to a malfunction that results in the loss of CYBTs or market information.

Eligible Purchaser

Initially, all purchasers are Eligible Purchaser except the following:

  • A purchaser who acquisition of CYBT cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions.
  • A purchaser on behalf of terrorist or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Asset Control (OFAC).
  • A Purchaser who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure. Unless the Company has been specifically notified by the purchaser in writing that it is such a person, conducts further due diligence and determines that the purchase is permitted
  • A purchaser or entity acting as trustee, agent, representative or nominee for a purchase that is a foreign shell bank.
  • A purchaser or an entity acting as a trustee, agent, representative or nominee for a person, who is a citizen or a resident or domiciled in United States of America (USA) or Australia or purchasing CYBT from a location in the USA or Australia
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