These Terms and the User Agreement shall govern your legal relations with EXMO for the purposes of participation in the Initial Exchange Offering (the IEO) of Roobee coin.
Effective Date: May 20, 2019
These Terms of Sale (“Terms”) are expressly incorporated into and made a part of the EXMO’ User Agreement (the “User Agreement”) in accordance with Section 1 of the referred User Agreement.
These Terms and the User Agreement shall govern your legal relations with EXMO for the purposes of participation in the sale of Roobee tokens (the “TOKEN SALE”), hosted by EXMO EXCHANGE LTD (“EXMO”)
through its Platform using the website https://exmo.com/ (the “Site”), as well as any other services provided by EXMO relating to the referred Token Sale (collectively, the Platform,
the Site and such services, hereinafter referred to as the “Services”).
By participating in the TOKEN SALE, you agree to be bound by these Terms and the User Agreement and in cases of any discrepancies between these Terms and the User Agreement, these Terms shall prevail until the Transaction Date and the User Agreement shall prevail from the Transaction Date.
Your legal relations (if any) with RBI Decentralized Platform Ltd., a company duly organized and existing under the laws of the British Virgin Islands under the registration number 1993004 (the “Issuer”), who is the issuer of Roobee Token
(the “Token”), are at all times subject to the terms and conditions applied by the Issuer, which are made available by the Issuer at http://roobee.io/docs/tokentc.pdf or at any other destination notified by the Issuer. By participating in the TOKEN SALE you also agree to be bound by the terms and conditions applied by the Issuer in your legal relations with the Issuer. EXMO is not responsible for any special
bonuses granted by the Issuer to the purchasers of the Token, which are made available by the Issuer at https://exmo.com/en/article/en_ieo_roobee for the convenience purposes. Any such bonuses may only constitute
legal relations between you (as the purchaser of the Tokens) and the Issuer, who, with the technical assistance from EXMO, makes information about such bonuses available to Users at https://exmo.com/en/article/en_ieo_roobee.
For the purposes of your participation in the TOKEN SALE, as well as for the purposes of your participation in any Transactions and/or Deposits/Withdrawals on EXMO, as well as for the purposes of any of your legal relations with EXMO, these Terms
and the User Agreement shall prevail over any terms and conditions applied by the Issuer in respect of the Token.
BY PARTICIPATING IN THE TOKEN SALE AND BY PURCHASING OR HOLDING TOKENS YOU ARE VOLUNTARILY CHOOSING TO ENGAGE IN SOPHISTICATED AND RISKY FINANCIAL TRANSACTIONS. YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THE SERVICES, PARTICIPATING IN THE TOKEN SALE, PURCHASING OR HOLDING TOKENS AND WITH ENGAGING IN TRANSACTIONS IN CRYPTOCURRENCIES, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH BLOCKCHAIN TECHNOLOGY AND DISTRIBUTED LEDGER TECHNOLOGY), AND HACKING.
EXMO MAKES EVERY EFFORT TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY. NONEHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE, AND IF SUCH ISSUES OR PROBLEMS ARISE IN CONNECTION WITH YOUR USE OF EXMO’S SERVICES, INCLUDING RELATING TO PURCHASING TOKENS IN THE TOKEN SALE, IT MAY TAKE DAYS, WEEKS, OR MONTHS TO RESOLVE, AND SOME ISSUES MAY NOT BE RESOLVED AT ALL.
BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT EXMO IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO PARTICIPATE IN THE TOKEN SALE OR TO PURCHASE TOKENS USING THE EXMO’S PLATFORM.
1. MODIFICATION OF TERMS
EXMO may modify these Terms at any time, in its sole discretion by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the “Effective Date” at the top of these Terms. It
is important that you review the Terms, if and whenever they are modified, since by accessing, continuing to access or use the Services in order to participate in the TOKEN SALE or purchase of Tokens, you confirm your agreement to the modified
Terms. If you do not agree to any modification to these Terms, or otherwise do not agree to be bound by the modified Terms you must stop using the Services and you may not participate in the TOKEN SALE. EXMO encourages you to frequently review
the Terms to ensure you understand the terms and conditions that apply to the TOKEN SALE. If you have any question regarding the TOKEN SALE or the use of the Site or Services, please contact our support team by filing a support request to [email protected].
Capitalized terms used without definition in these Terms have the definitions set forth in the User Agreement.
2.1. General Requirements
Only holders of Accounts on EXMO, who are 18 years old or older and who satisfy the criteria described in these Terms may participate in the TOKEN SALE. You represent and warrant that you:
2.2. Restricted Locations
You may not participate in the TOKEN SALE if you:
You also may not participate in the TOKEN SALE if you are located in, or a citizen or a resident of any state, country, territory or other jurisdiction that is at any given time is subject to broad-based, geographically oriented sanctions by the United
Nations, or the monetary authority of Singapore, or OFAC, or is identified as a “call to action” jurisdiction on the financial action task force’s list of “high-risk and other monitored jurisdictions” (i.e. Democratic People’s Republic of Korea (i.e., North Korea), Iran, Cuba, Sudan, and Syria – as of the effective date of these terms) and/or is embargoed by the United States.
You may not participate in the TOKEN SALE if you are located in, or a citizen or a resident of any state, country, territory or other jurisdiction where your participation in the TOKEN SALE would be illegal or otherwise violate any applicable Law.
You also may not participate in the TOKEN SALE if you are located in, or a citizen or resident of, any other jurisdiction where EXMO has determined, at its discretion, to prohibit participation in the TOKEN SALE.
You represent and warrant that you are not a citizen or a resident of any such jurisdiction, that you will not participate in the TOKEN SALE while located in any such jurisdiction (including the ones restricted at the EXMO’s sole discretion), and that you are not on any trade or economic sanctions list.
EXMO may implement controls to restrict participation in the TOKEN SALE from any jurisdiction prohibited pursuant to this clause 2.2. You agree that you will comply with this clause 2.2, even if the EXMO’s methods to prevent participation
in the TOKEN SALE are not effective or can be bypassed.
3. TOKEN PURCHASES
3.1. TOKEN SALE Duration
The TOKEN SALE launch date shall be: 04.06.2019 12.00 p.m (UTC).
The total amount of Tokens available for the TOKEN SALE (the “Hard Cap”) shall be 300 (three hundred) BTCs (Bitcoins).
The TOKEN SALE is expected to remain open until the earlier event (date) of the following to occur: (1) 07.06.2019 18:00 (UTC) or (2) the moment when the Hard Cap in the amount of 300 (three hundred) BTCs (Bitcoins) is reached.
3.2. Token Price
The Token Price is USD 0,01 per 1 (one) Token.
During the TOKEN SALE, the price per Token will be denominated in BTC on the basis of the BTC/USD exchange rate available on https://exmo.com as of the TOKEN SALE launch date mentioned in clause 3.1 above.
3.3. Account Funding
In order to purchase Tokens in the TOKEN SALE you must first transfer BTC (-s) to your Account on EXMO or convert other coins or tokens in your Account on EXMO to BTC (-s) such that you hold BTC (s) in your Account.
3.4. Orders; Purchases
A “Purchase” is a transaction between you and EXMO during the TOKEN SALE, acting as a re-seller in accordance with the User Agreement, whereby you dispose of BTC (-s) and acquire Tokens (-s), and the ownership title to such Tokens is transferred to you from EXMO as of the time when the Tokens are received by you on your Account with EXMO. A “TOKEN SALE Order”
is created when you enter an instruction to effect a Purchase during the TOKEN SALE using the Services. When you enter a TOKEN SALE Order you are irrevocably agreeing to Purchase the number of Tokens specified in your Order, as applicable in accordance
with such Order. You agree to pay EXMO any applicable fees for Purchases and authorize EXMO to deduct any such fees from your Account.
3.5. No Broker or Fiduciary Relationship
EXMO is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any TOKEN SALE Orders or Purchases or other decisions or activities effected by you using the Services or relating to
the TOKEN SALE. No communication or information provided to you by EXMO is intended as, or shall be considered or construed as, advice. Please refer to Section 4 for a non-exhaustive list of the risks you should consider when choosing whether
to participate in the TOKEN SALE or to use the Services.
3.6. Order Confirmation
Your Order will be placed upon confirmation of the TOKEN SALE Order via the Platform.
Notwithstanding the foregoing, you agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate any TOKEN SALE Order submitted by you or any Purchase completed based on such Order.
3.7. Minimum Orders; Maximum Purchase
The minimum Order size is 1 (one) Token. In the event that you attempt to place a TOKEN SALE Order for less than the minimum TOKEN SALE Order size, EXMO will reject the Order and not allow it to be placed.
The maximum amount of Tokens available for purchase by 1 (one) User during the TOKEN SALE shall be limited to the equivalent of USD 10 000. In the event that you attempt to place a TOKEN SALE Order or multiple TOKEN SALE Orders aggregating
to more than the maximum amount of Tokens available for purchase by 1 (one) User during the TOKEN SALE, EXMO will limit your TOKEN SALE Order (s) to the maximum amount of Tokens that may be purchased by 1 (one) User during the TOKEN SALE.
The overall maximum amount of Tokens that will be available for purchase by Users during the TOKEN SALE shall be the equivalent of 300 (three hundred) BTCs (Bitcoins).
No Withdrawals, Deposits or Transactions in the Token will be permitted using the Services until separate notification is issued by EXMO about the commencement of Transactions with the Token, which is expected to occur not later than June 23,
2019 (“Transaction Date”).
During the time between your Purchase of Tokens and the Transaction Date, you will not be able to Deposit, Withdraw or make any Transactions with your Tokens using the Platform and/or the Services.
EXMO may limit, restrict or prohibit Withdrawals or Deposits of Tokens after the Transaction Date in order to permit an orderly trading market for the Token to develop, and you will not be able to transfer or Withdraw some or all of your Tokens during
such period. EXMO will not be liable for any losses suffered by you resulting from your inability to transfer, Withdraw or make Transactions with Tokens during such period, or for any other losses during such period. You acknowledge that Token
valuations and exchange rates during any period in which Deposits and Withdrawals in the Token are limited, restricted or prohibited, may differ significantly from the valuations and rates prior to such event.
All TOKEN SALE Orders placed for the Purchase of Tokens during the TOKEN SALE are final. You may not cancel any TOKEN SALE Order after you have submitted such TOKEN SALE Order.
3.10. Insufficient BTC
If you have an insufficient amount of BTC (s) in your Account to fulfill a TOKEN SALE Order, EXMO will limit your TOKEN SALE Order to the amount of Tokens that can be covered by BTC (s) in your Account (after deducting any fees payable to EXMO in
connection with the Purchases).
3.11. Conditions and Restrictions
EXMO may, at any time and in its sole discretion, refuse any Purchase request, a TOKEN SALE Order or other request relating to the TOKEN SALE, impose limits on the amounts of Purchases that can be completed, on a daily or other periodic basis or otherwise,
or impose any other conditions or restrictions upon your participation in the TOKEN SALE or your use of the Services, without prior notice. For example, EXMO may: (a) limit the number of TOKEN SALE Orders that you can place during the TOKEN SALE;
(b) restrict TOKEN SALE Orders from certain locations; or (c) restrict TOKEN SALE Orders or Transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, including but not limited to market abuse, or if
EXMO receives reasonable notice that your ownership of some or all of the BTC in your Account with us is in dispute.
4. DISCLAIMER; RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF EXMO
To the fullest extent permitted by applicable Law and except as otherwise specified in writing by EXMO, Tokens are made available by EXMO via the Services during the TOKEN SALE on an “as is” and “as available” basis, without any warranties or representations of any kind, and EXMO expressly disclaims all warranties and representations relating to the Token (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
4.2. Risk Disclosures; Assumptions of Risks; Release of EXMO
Participating in the TOKEN SALE, purchasing Tokens and using any Services provided by EXMO involve significant risks and potential for financial losses, including without limitation the following:
The risks described in this Section 4 may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders,
and other financial losses to you. You hereby assume, and agree that EXMO will have no responsibility or liability for, any such risks.
You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against EXMO, its Affiliates and their respective shareholders, members, directors, officers, employees, agents, successors in title and/or assignees, and/or Representatives related to any of the risks set forth herein.
You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of the Token if you decide to participate in the TOKEN SALE; and (b) the knowledge, experience,
understanding, professional advice and information to make your own evaluation of the merits and risks of the Token and the TOKEN SALE.
You accept the risk of purchasing Tokens by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Token, the TOKEN SALE and the Services. You should not acquire any Tokens unless you have
sufficient financial resources and can afford to lose all value of the Tokens.
Any decision of EXMO to support Deposits, Withdrawals, TOKEN SALE Orders or Transaction as regards the Token through the Platform does not indicate EXMO’s approval or disapproval of the Token or the integrity, security or operation of the Token
or its Underlying Technology. The risks associated with the Token and trading the Token apply notwithstanding the EXMO’s decision to support TOKEN SALE. EXMO does not provide trading advice, does not have any fiduciary duty to you or any
other user and does not make any warranty about the suitability of the Token for purchase, Transactions and/or ownership by you.
4.3. Additional Representations and Warranties
In addition to clause 2.1 and any other provision of these Terms, you hereby represent and warrant to EXMO that:
You agree to pay EXMO the fees described in https://exmo.com/en/docs/fees in connection with your Purchase of any Tokens during the TOKEN SALE. You authorize EXMO to remove BTC (s) or other tokens from your Account for
any applicable fees owed by you under these Terms.
6. CHANGES; SUSPENSION; TERMINATION
6.1. Changes to TOKEN SALE
EXMO may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, the TOKEN SALE or all or any portion of any Services provided in connection with the TOKEN SALE
6.2. Suspension or Termination
EXMO may, at its discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services in connection with the TOKEN SALE or otherwise.
6.3. No Liability
EXMO will not be liable for any losses suffered by you resulting from any modification of any Services, in connection with the TOKEN SALE or otherwise, or from any suspension or termination of your access to all or a portion of any Services, in connection
with the TOKEN SALE or otherwise (whether pursuant to this Section 6 or for any other reason). You acknowledge that you may not be able to Purchase any Tokens, or as many Tokens as you would otherwise have Purchased, in the TOKEN SALE as
a result of any such modification, suspension or termination. If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
7. GOVERNING LAW; ARBITRATION
The interpretation and enforcement of these Terms, and any dispute related to these Terms or the TOKEN SALE, will be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or
principles (whether of England and Wales or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Should there be any disputes regarding matters stipulated herein, the Parties shall take all measures possible to resolve them by negotiations.
Should the Parties fail to reach an agreement by means of negotiations, any dispute arising from this Agreement or related hereto, including any matters concerning essence, existence, validity or termination of this Agreement or this Section 7
shall be considered and finally resolved in accordance with the Rules of London Court of International Arbitration (LCIA) in the wording effective as of the moment of consideration, deemed to be part of this Section 7 by reference. The number
of arbiters shall be three (3), elected in accordance with the LCIA Rules. The place of arbitration shall be London, United Kingdom. The arbitration shall be held in English, the decision shall be executed in English. The Parties shall agree that
the information of arbitration, including but not limited to the information of any arbitration decision, shall be deemed confidential and not disclosed to any third parties without the written consent of the Parties, unless required by Law. This
decision shall be final and binding for both Parties, and may be used or produced for enforcement at any court having respective jurisdiction; an application concerning enforcement order may be filed to such competent court, if required.
If any dispute occurs as to the performance or interpretation of the present Agreement that cannot be resolved amicably or in arbitration, EXMO is entitled to demand the dispute to be settled by the court in location where EXMO resides.
8. FINAL PROVISIONS
8.1. Entire Agreement
These Terms and the User Agreement contain the entire agreement between you and EXMO, and supersede all prior and contemporaneous understandings between the parties regarding the TOKEN SALE.
If any provision of these Terms is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction: (i) the validity, legality and enforceability under the Law of
that jurisdiction of any other provision; and (ii) the validity, legality and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental
Authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the
other provisions of the Terms will not be affected.
8.3. Change of Control
In the event that EXMO is acquired by or merged with a third party entity, or EXMO’s assets and/or business (wholly or in part) are acquired by a third party, EXMO reserves the right, in any of these circumstances, to transfer or assign the
information that EXMO has collected from you, including your Personal Data, User Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of control.
You shall not assign this Terms in any manner without the prior written consent of EXMO, and any purported assignment in contravention of this clause 8.4 shall be null and void.
EXMO may assign these Terms to another Person in connection with the transfer of all or part of the EXMO‘s assets or Business to an Affiliate of EXMO or to any third party. By accepting the present Agreement, you give your irrevocable consent
for the above mentioned assignment and/or transfer, including for the transfer of your Personal Data, User Account Data and other information, as well as for the transfer of any Funds on your Account (-s) hold by EXMO in the course of the Business
to such another Person for the purposes of such assignment.