PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. CEYBIT SOFTWARE (PVT) LTD ADVISES YOU TO CONSULT LEGAL, FINANCIAL OR TAX ADVICE PRIOR TO AGREEMENT.
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.
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 note 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, nor 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 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:
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:
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. CEYBIT (CYBT) PURCHASES AND REFUNDS
Your purchase of CYBT from the Company 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 four (4) lots as published on the Company website at www.ceybit.net or www.ceybit.lk.
Lot 1 Price of 1 CYBT is equal to i) (1/33000) or 0.00003030 ETH; ii) Lot 2 (1/29000) or 0.00003448 ETH; iii) Lot 3 (1/22500) or 0.00004444 ETH; iv) Lot 4 (1/20000) or 0.00005000 ETH.
Ceybits (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;
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;
7. USE OF PROCEEDS FROM CYBT TOKEN SALES
The Company will use the proceeds to cover the following cost areas:
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:
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:
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 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:
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