KICKICO Token Sale Agreement

Consumer notice: this KICKICO Token Sale Agreement is not an offer of securities or a collective investment scheme, nor does it require registration with or approval from the Monetary Authority of Singapore. You are advised to read this document carefully and in full.

Posted: September 04, 2017
Effective Date: September 04, 2017

1. Introduction of the KICKCIO Platform and the features of the KickCoin digital token

KICKONOMY PTE. LTD, a company existing under the laws of the Republic of Singapore, with the registration number 201724444D (hereinafter the “the KICKICO”) welcomes You (hereinafter the “User”) to use KICKICO’s smart contract deployed in Ethereum decentralized platform (hereinafter “KICKICO Smart-Contract”) in accordance with the terms of this KICKICO Token Sale Agreement.

The KICKICO Platform is an online blockchain technology-based crowdfunding platform, which shall provide to the User: (i) opportunities to launch ICOs, pre-ICOs, and crowdfunding campaigns, (ii) various support services related to the launching of ICOs, pre-ICOs, and crowdfunding campaigns, (iii) opportunities to ensure the safety of PreICOs, ICOs and other crowdfunding campaigns, using KickCoin cryptocurrency for internal payments.

The fee for the services and goods listed above will be set by the KICKICO and carried out in digital tokens - ‘KickCoins’ (hereinafter ‘KC’ or ‘the KickCoin digital token’).

The KickCoin digital token is created according to the ERC20 specifications of the Ethereum blockchain. The KickCoin digital token is developed to organize the interaction of an ecosystem of the participants in the KICKICO Platform, including but not limited to Project Authors, Backers, Advisers, Escrow-agents, Translators, Designers, and Advertisers.

The KickCoin digital token is a cryptographically secured representation of a token-holder's rights to obtain in future the services and goods through the KICKICO Platform, which only a token-holder may purchase for the KC.

The User acknowledges, understands and agrees that ownership of the KickCoins does not grant the User 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 KICKICO, or KICKICO Platform, or any other KICKICO’s property or any part of it.

The User is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to: (i) Risk of Losing Access to Tokens Due to Loss of Private Key(s), (ii) Risks Associated with the Ethereum Platform Protocol, (iii) Risk of Hacking and Security Weaknesses, (iv) Risk of Uninsured Losses, (v) Risks Associated with Uncertain Regulations and Enforcement Actions.

Based on the famous Howey test the KickCoin digital tokens should not be deemed as securities or a collective investment scheme:

(i) the KickCoin digital tokens do not grant to the User any voting or ownership rights;

(ii) the KickCoin digital tokens do not grant to the User any return on investment;

(iii) the KickCoin digital tokens do not grant to the User any profit and passive income from the ownership of the KickCoin digital tokens.

Therefore, the KickCoin digital tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such.

The User may purchase the KickCoin digital token through the Initial Coin offering (hereinafter ‘ICO’) during the period of the ICO from 29/08/2017 to 16/09/2017 (hereinafter ‘ICO Period’) in accordance with this KICKICO Token Sale Agreement.

By purchasing the KickCoin digital tokens the User expressly acknowledge and assume these risks. If you have any questions regarding this information or regarding this KICKICO Token Sale Agreement, please contact us at [email protected].

2. KICKICO Offer

This KICKICO Token Sale Agreement constitutes an offer to conclude the agreement for purchase and use of the KickCoin digital tokens under the conditions stated below (the KICKICO Offer for purchase and use of the KickCoin digital tokens) and can be accepted by any person (with the exception of the user specified in Article 7 of the KICKICO Token Sale Agreement) not otherwise than by adherence to the entire this KICKICO Token Sale Agreement, including the conditions of its applications, which are deemed to be its integral part.

This this KICKICO Token Sale Agreement includes and hereby incorporates by reference the following applications: The KICKICO Whitepaper located at https://www.kickico.com/whitepaper, collectively, with this this KICKICO Token Sale Agreement, “the KICKICO Token Sale Agreement”.

The KICKICO may, in its sole discretion, amend the KICKICO Token Sale Agreement at any time by posting a revised version on the site at https://www.kickico.com.

Any revisions to the KICKICO Token Sale Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”). If the change includes an increase of the fees charged by the KICKICO, such change would take effect after five (5) days after it was posted.

3. User’s Acceptance

To become a party of the KICKICO Token Sale Agreement, which means the acceptance of the KICKICO Offer for purchase and use of the KickCoin digital token under the conditions stated below, the User shall purchase any amount of the KickCoin digital tokens in accordance with the technical recommendations of the KICKICO, which shall be published at https://www.kickico.com no later than twelve (12) hours before the ICO Period.

By purchasing the KickCoin digital tokens in accordance with the technical recommendations of the KICKICO, the User acknowledges and agrees that fully and unconditionally accepts the KICKICO Offer for purchase and use of the KickCoin digital tokens under the conditions stated in the KICKICO Token Sale Agreement, without any reservation or exception.

The moment when the KICKICO Token Sale Agreement is concluded (the acceptance of the KICKICO Offer for purchase and use of the KickCoin digital token), shall be the moment of the first purchase of the KickCoin digital token by the User.

If you do not agree to all of the terms of the KICKICO Token Sale Agreement, You may not purchase any amount of the KickCoin digital tokens.

4. The User’s Digital signature

After registration on the website https://www.kickico.com the User receives a Login and Password to access the KICKICO Platform.

By using the Login and Password the User confirms the formation of his or her User’s Electronic signature, and the information in electronic form, signed by the User using the Electronic signature (using his or her Login and Password), shall be accepted by the User and the KICKICO 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 user (Electronic signature), considered to be executed by the User.

User’s account registration constitutes an acknowledgement that User is able to electronically receive, download, and print the KICKICO Token Sale Agreement and any amendments.

5. The KICKICO Token Sale Agreement Grants

The KICKICO shall grant to the User an opportunity to use the KickCoin digital tokens to (i) launch ICOs, pre-ICOs, and crowdfunding campaigns through the KICKICO Platform, (ii) purchase various support services related to the launching of ICOs, pre-ICOs, and crowdfunding campaigns, (iii) make various internal payments through the KICKICO Platform.

The smart-contract of the KICKICO Platform requires the KickCoin digital tokens for its work. Only the owner of the KickCoin digital tokens may purchase the services of the KICKICO Platform.

6. The KICKICO Token Sale Agreement Grant Restrictions

User shall not, and shall not allow any third party to:

(i) insert into the KICKICO Platform, the KICKICO smart-contract and the KickCoin digital token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the KICKICO Platform, the KICKICO smart-contract and the KickCoin digital token to cease operating, or to damage, interrupt, or interfere with any end user data;

(iii) use the KickCoin digital tokens for of illegal or unlawful actions or other unauthorized purposes;

(iv) exceed the scope of any license granted to User hereunder.

7. Representations and Warranties

By purchasing the KickCoin digital tokens, the User represents and warrants that:

(i) the User have read and understand the KICKICO Token Sale Agreement in full;

(ii) the User have read and understand the KICKICO Whitepaper in full;

(iii) the User fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the KickCoin digital tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the KickCoin digital tokens;

(iv) the User fully understands, realizes and agrees that the KickCoin digital tokens are created on a blockchain and are designed to be used to make various internal payments through the KICKICO Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the KickCoin digital tokens;

(v) the User will not forge, or otherwise manipulate any personal or non-personal data requested by the KICKICO in the process of the User’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the KICKICO in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the KICKICO or in accordance with the applicable law.

(vi) the User’s purchase of the KickCoin digital tokens complies with applicable laws and regulations in the User’s jurisdiction;

(vii) the User 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; the User is not a citizen or resident of, or located in United States, and do not have a primary residence or domicile in the United States; the User is not a citizen or resident of, or located in Singapore, and do not have a primary residence or domicile in Singapore; the User is not a citizen or resident of, or located in China, and do not have a primary residence or domicile in China;

(viii) the User do not intend to hinder, delay or defraud the KICKICO or any other users of the KICKICO 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 of the world.

8. Purchasing of the KickCoin digital tokens

The User may purchase the KickCoin digital token in return for an opportunities to obtain in future the services and goods listed above through the KICKICO Platform.

In order to purchase the KickCoin digital tokens the User must comply with the requirements of Article 7 of the KICKICO Token Sale Agreement.

The KICKONOMY shall reserve the right to refuse selling the KickCoin digital token to anyone who does not meet criteria necessary for their buying, as set out hereunder or by the applicable law.

The KickCoin digital tokens shall be issued in a limited number. All the KickCoin digital tokens shall be of equal functionality.

The User may purchase the KickCoin digital tokens during the ICO Period by exchanging ethers (ETH) or Bitcoins (BTC) for the KickCoin digital tokens at the exchange rate 1ETH per 3 000 KickCoin digital tokens, and other bonuses may be applied in accordance with the rules of the KICKICO Whitepaper.

9. Taxes

The User 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 the KICKICO Token Sale Agreement.

10. Trademark License and Use

The User acknowledges and agrees that the KICKICO’s Trademarks are owned solely by the KICKICO, and agrees to use the KICKICO’s Trademarks only in the form and manner prescribed by the KICKICO. The KICKICO acknowledges that all the User’s Trademarks are owned solely by the User, and agrees to use the User’s Trademarks only in the form and manner prescribed by the User.

11. Trademark Restrictions

The User shall not remove, modify, adapt, or prepare derivative works of any KICKICO’s Trademarks, KICKICO’s copyright notices, or other KICKICO’s proprietary rights notices.

12. Proprietary rights

The KICKICO Token Sale Agreement does not convey the title or ownership of the KICKICO Platform, the KICKICO smart-contract from the KICKICO to the User but instead gives the User only the limited rights and abilities to use the KickCoin digital tokens as set forth above. The KICKICO reserves all rights not expressly granted by the KICKICO Token Sale Agreement.

The User acknowledges and agrees that KICKICO Platform and its source code form, all enhancements, corrections and modifications to the KICKICO Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the KICKICO Platform, are and shall remain the sole and exclusive property of the KICKICO.

13. Liability

The KICKICO Platform and the KickCoin digital tokens are provided «as is».

The User acknowledges and agrees that the KICKICO Platform and the KickCoin digital tokens may contain bugs or minor mistakes, which the KICKICO promises to correct if possible.

The User acknowledges and agrees that the KICKICO does not warrant the User any financial or other type of outcome, which is the result of the use of the KICKICO Platform and the KickCoin digital tokens.

Nevertheless, the Parties shall be responsible for compliance with the terms of the KICKICO Token Sale Agreement, for fulfillment of the User’s commitments and guarantees in the manner and in the amount prescribed by the KICKICO Token Sale Agreement, in particular:

(i) In case of filing accusations, claims or lawsuits to the KICKICO related to non-compliance by the User of the KICKICO Token Sale Agreement and/or engagements entered by the User during the participation of the ICO, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the KICKICO documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(ii) In case of filing accusations, claims or lawsuits against the KICKICO, related to non-compliance by the User with exclusive rights or other rights of third parties, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the KICKICO documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(iii) In case of the Users’ violation his obligations under Article 7 of the KICKICO Token Sale Agreement, the KICKICO reserves the right to (i) terminate the User’s Account, (ii) demand full compensation from the User for losses caused by every violation; (iii) bring a case before a court if the compensation doesn't cover the KICKICO’s loss; (iv) release the information relating to the User’s identity and location to any authorized officer in accordance with the applicable law.

14. The KICKICO Token Sale Agreement term & termination

The KICKICO Token Sale Agreement between the KICKICO and the User shall commence upon acceptance by User of all the terms of the KICKICO Token Sale Agreement by clicking the purchase button or by purchasing any amount of the KickCoin digital tokens and using any part of the KICKICO smart-contract and the KICKICO Platform, and shall continue until terminated in accordance with the terms of the KICKICO Token Sale Agreement.

The KICKICO shall have the right at its sole discretion and without any prior written notice terminate the KICKICO Token Sale Agreement if:

(a) the User provided invalid data to complete the registration process;

(b) the User failed to comply with the requirements of Article 7 of the KICKICO Token Sale Agreement;

(c) the User failed to comply with the other terms and conditions of the KICKICO Token Sale Agreement.

Upon termination of the KICKICO Token Sale Agreement, for whatever reason, all licenses granted by the KICKICO to the User under the KICKICO Token Sale Agreement, User’ Account, User’s KickCoin digital tokens shall be immediately terminate without any data restoration.

Upon termination of the KICKICO Token Sale Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of the KICKICO Token Sale Agreement.

15. Miscellaneous

Notices: Any notice or other communication under the KICKICO Token Sale Agreement shall be in writing and shall be considered given and received when sent by email.

Competent law and jurisdiction: the laws of the Republic of Singapore govern the KICKICO Token Sale Agreement and the relationship between the Parties. Any disputes and disagreements arising from the KICKICO Token Sale Agreement will be settled by negotiations between the Parties. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the legislation of the defendant’s principal place of business and location.

Severability: If any provision of the KICKICO Token Sale Agreement is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of the KICKICO Token Sale Agreement shall remain in full force and effect.

Previous version of the document: https://www.kickico.com/articles/28_08_2017_ico_terms