Isonex Capital
PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING IX15 YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY.
NO GOVERNMENTAL AUTHORITY HAS REVIEWED THIS AGREEMENT OR THE WHITE PAPER OR ANY OTHER RELATED DOCUMENTS OR COMMUNICATIONS OR CONFIRMED THE ACCURACY, TRUTHFULNESS, OR COMPLETENESS OF THIS AGREEMENT OR THE WHITE PAPER OR ANY RELATED DOCUMENTS OR COMMUNICATIONS. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
THE DISTRIBUTION OF IX15 MAY BE PROHIBITED OR RESTRICTED BY THE LAWS, REGULATORY REQUIREMENTS, AND RULES OF YOUR JURISDICTION. NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF IX15 IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. IN THE CASE WHERE ANY RESTRICTION APPLIES, YOU ARE TO INFORM YOURSELF ABOUT, AND TO OBSERVE, ANY RESTRICTIONS WHICH ARE APPLICABLE AT YOUR OWN EXPENSE AND WITHOUT ANY LIABILITY TO THE COMPANY. IX15 MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE LAWS. SEE EXHIBIT A HERETO FOR ADDITIONAL NOTICES ON APPLICABLE JURISDICTIONAL LIMITATIONS.
The following Terms and Conditions ("Terms") govern your ("you" or the "Purchaser") purchase of tokens ("IX15") from ISONEX CAPITAL, an exempted company registered in the Cayman Islands (the "Company"). Each of you and the Company is a "Party" and, together, the "Parties" to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the IX15 token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE IX15 FROM THE COMPANY. BY PURCHASING IX15 FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT [email protected]. By purchasing IX15, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Isonex Capital Team") liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of IX15, including losses associated with the terms set forth below.
DO NOT PURCHASE IX15 IF YOU ARE NOT AN EXPERT IN DEALING WITH TOKENS. PRIOR TO PURCHASING IX15, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE IX15.
PURCHASES OF IX15 SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE OF TOKENS, INCLUDING ETHEREUM TOKENS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF IX15 DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR IX15 RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE IX15 OR PARTICIPATE IN THE SALE OF IX15. YOUR PARTICIPATION IN IX15 SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE IX15 TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
YOU MAY NOT MAKE OR ACQUIRE AN IX15 TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA OR A MEMBER OF THE "PUBLIC" IN THE CAYMAN ISLANDS. "PUBLIC" FOR THESE PURPOSES DOES NOT INCLUDE (I) ANY LIMITED LIABILITY COMPANY REGISTERED UNDER THE LIMITED LIABILITY COMPANIES LAW (2018 REVISION) AS AMENDED, (II) ANY EXEMPTED COMPANY OR ORDINARY NON-RESIDENT COMPANY REGISTERED UNDER THE CAYMAN ISLANDS COMPANIES LAW (2018 REVISION), AS AMENDED, (III) A FOREIGN COMPANY REGISTERED PURSUANT TO PART IX OF THE CAYMAN ISLANDS COMPANIES LAW (2018 REVISION) AS AMENDED, (IV) ANY SUCH COMPANY ACTING AS GENERAL PARTNER OF A PARTNERSHIP REGISTERED UNDER SECTION 9(1) OF THE CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP LAW (2018 REVISION) AS AMENDED, OR (V) ANY DIRECTOR OR OFFICER OF THE SAME ACING IN SUCH CAPACITY OR THE TRUSTEE OF ANY TRUST REGISTERED OR CAPABLE OF REGISTRATION UNDER SECTION 74 OF THE TRUSTS LAW (2018 REVISION) AS AMENDED, ACTING IN SUCH CAPACITY.
When you purchase, or otherwise receive, an IX15 token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the IX15 tokens:
This Agreement shall become effective and binding on the Parties upon the earlier of (a) the moment the Purchaser ticks the check-box on the Website (as defined hereinafter) to indicate and confirms that it has read, acknowledged, understood and agrees to the Terms and clicks submit; (b) the moment the payment is made by the Purchaser for the purchase of IX15; or (c) the moment a purchase application is submitted through the Website.
2.1. The Purchaser agrees to purchase and the Company agrees to sell IX15 on the terms and under the conditions set forth in these Terms. The IX15 are crypto-tokens required for proper operation and comprehensive utilization of ISONEX (as defined in the white paper (the "White Paper") provided at https://isonex.io (the "Website") as of the date the Purchaser acquires IX15 tokens). The White Paper may be amended unilaterally from time to time at the Company's sole discretion. The Purchaser confirms that it has read, acknowledged and understood the White Paper in its entirety. It is the Purchaser's responsibility to check the Website regularly for modifications to the White Paper. In case of any conflicts between provisions of the White Paper and the Terms, the Terms shall prevail.
The purchase of the IX15 by the Purchaser does not in any way constitute a loan to the Company and is not a debenture or a bond as may be defined by any national legislation or regulatory authority.
By purchasing the IX15 the Purchaser does not acquire any rights for dividends or other income from the Company or its business activity, nor any rights to manage, instruct or otherwise influence the Company's business and commercial activity. The Purchaser is not entitled to vote or receive dividends or be deemed the holder of any shares or other membership interests of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a member of the Company or any right to vote upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
The Company offers IX15 in accordance with the specifications set forth in Schedule 1 hereto which includes details regarding the pricing of the IX15, the number of IX15 to be distributed and the time period during which Company will be offering IX15 ("Distribution Period"). The Company may change the Distribution Period and amend Schedule 1 in any way as it deems necessary for any reason, including to address bugs in the smart contract or the Website or any other procedural or security issues. The Company reserves the right to refuse or cancel any and all IX15 purchase requests at any time at its sole discretion. The Purchaser acknowledges, understands and agrees to this reserved right.
During the Distribution Period, the Company will provide specific instruction and procedures on how the Purchaser should purchase IX15 through the Website. It is the Purchaser's responsibility to follow and check the Website for receiving specific procedures on the purchase of IX15. By purchasing IX15, the Purchaser acknowledges, understands and has no objection to such instructions, procedures and specifications. The Purchaser acknowledges, understands and accepts that failure to use the Website and follow the specific procedures may result in the Purchaser not receiving any IX15 and/or losing some or all of the amounts paid in exchange for IX15, regardless of the purchase date.
During the Distribution Period, receipt or purchase of IX15 through any other means other than the Website are not sanctioned or in any way agreed by the Company. Purchase of IX15 through any other means but the Website is not subject hereof. The Purchaser should take great care that only the Website is used to purchase the IX15.
IX15 ARE NOT IN ANY WAY OFFERED TO RESTRICTED PERSONS, WHO ARE STRICTLY PROHIBITED AND RESTRICTED FROM MAKING PAYMENTS, USING THE SMART CONTRACT AND/OR PURCHASING IX15 THROUGH THE WEBSITE. THE COMPANY IS NEITHER SOLICITING PURCHASES BY RESTRICTED PERSONS NOR TARGETING IX15 AT RESTRICTED PERSONS IN ANY WAY. IF A RESTRICTED PERSON MAKES PAYMENTS, USES THE SMART CONTRACT AND/OR PURCHASES IX15, SUCH PERSON DOES SO ON AN UNLAWFUL, UNAUTHORIZED AND FRAUDULENT BASIS IN VIOLATION OF THE TERMS AND THE PURCHASER'S REPRESENTATIONS.
The Company warrants that neither it nor its shareholders will purchase IX15 during the IX15 sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase IX15 from any third party during the Distribution Period.
Notwithstanding the above, the Purchaser understands and consents to participation of the Isonex Capital Team in allocation, distribution and purchase of the IX15, including people who may work on development and implementation of the Isonex Capital platform or who may work for the Company's future businesses which the Company may start or enter into with a portion of the proceeds from the IX15 distribution and sale. The Purchaser understands and consents that a portion of the initial IX15 will be distributed to the Isonex Capital Team, advisors, consultants and/or bounty program participants as may be defined by the Company at its sole discretion, as follows:
The Purchaser represents and warrants to the Company, and acknowledges that the sale and purchase of IX15 is conditional upon the accuracy of such representations and warranties, as follows:
The Purchaser has all requisite power and authority to execute, deliver, carry out and perform its obligations under these Terms, make payments, and purchase the IX15 tokens.
The Purchaser is not a citizen, resident, natural or legal person located or domiciled in any of the People's Republic of China, or another jurisdiction which has expressly prohibited its citizens, residents, or persons (natural or legal) located or domiciled therein from acquiring cryptographic tokens or coins (including IX15) or any legal entity, including, without limitation, any corporation or partnership created, registered or organized in or under any of the laws of the People's Republic of China, or another jurisdiction which has expressly prohibited its citizens, residents, or persons (natural or legal) located or domiciled therein from acquiring cryptographic tokens or coins (including IX15) ("Restricted Person").
The purchase and delivery of the IX15 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: (a) any provision of, or result in the breach of, any applicable laws, the memorandum and articles of association, articles of incorporation, bylaws or other organizational documents, if applicable; (b) any provision of any judgment, decree or order to which the Purchaser 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 the Purchaser is a party or by which it is bound; or (d) any laws applicable to the Purchaser.
No consent, approval or authorization of, or designation, declaration or filing with, any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including, any governmental or political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any governmental agency, division, unit, organization, official, body, entity, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization) ("Governmental Authority") is required with respect to the purchase by or delivery of the IX15 to the Purchaser.
There are no actions or investigations pending before or by any Governmental Authority or, to the knowledge of the Purchaser, threatened, against the Purchaser which, if determined adversely, could reasonably be expected to have a material adverse effect on the ability of the Purchaser to enter into and perform its obligations under this Agreement. There is no unsatisfied judgment or any open injunction binding upon the Purchaser which could reasonably be expected to have a material adverse effect on the ability of the Purchaser to enter into and perform its obligations under this Agreement.
(a) The Purchaser has sufficient knowledge and experience in business and financial matters, blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain based software systems and blockchain technology, to be able to evaluate the risks and merits of the purchase of IX15, including sufficient knowledge to clearly understand these Terms, and is able to bear any and all risks related therewith, including loss of all amounts paid, loss of IX15 and other risks. The Purchaser is able to bear liability to the Company and the Isonex Capital Team and any other third parties for its misacts and omissions, including those constituting breach these Terms, negligence, fraud or wilful misconduct. The Purchaser has obtained sufficient information in order to make an informed decision to purchase IX15.
(b) THE PURCHASER HAS CAREFULLY READ AND UNDERSTANDS THIS AGREEMENT, THE WHITE PAPER AND THE OTHER DOCUMENTS REFERENCED HEREIN. THE PURCHASER ACKNOWLEDGES THAT IT HAS RECEIVED SUFFICIENT INFORMATION FOR THE PURCHASER TO MAKE AN INFORMED PURCHASE DECISION AND THAT IT HAS BEEN ADVISED TO CONSULT WITH, AND HAS CONSULTED WITH, THE PURCHASER'S OWN ATTORNEY, ACCOUNTANT, TAX ADVISOR OR OTHER ADVISOR WITH RESPECT TO THE PURCHASE CONTEMPLATED HEREBY AND ITS SUITABILITY FOR THE PURCHASER. ANY SPECIFIC ACKNOWLEDGMENT WITH RESPECT TO ANY STATEMENT CONTAINED IN THIS CLAUSE 6 IS NOT DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY.
(c) The Purchaser has been advised that the IX15 may be deemed a security in certain jurisdictions and that offers and sales of IX15 have not been registered or qualified under the laws of any jurisdiction. The Purchaser understands that the IX15 are only being offered and sold only in jurisdictions where such registration and/or qualification is not required, including pursuant to applicable exemptions that generally limit the purchasers who are eligible to purchase it and that restrict its resale or other transfer. The Purchaser represents and warrants that it has made its own investigations in this respect.
(d) Prior to the purchase of IX15, the Purchaser conferred with its legal, tax, and investment advisors to understand any and all eligibility requirements and transfer limitations of the IX15 under applicable Laws. The Purchaser represents and warrants that it is eligible under the laws of its jurisdiction to receive and use the IX15. The Purchaser represents and warrants that it has satisfied, and is in full observance of, all laws of the Purchaser's jurisdiction in connection with the offer, sale, and issuance and use of the IX15. The Purchaser has not used and shall not use any means, electronic or otherwise, to circumvent the offering restrictions of the Company, including, but not limited to, the use of any virtual private network or similar system.
To the extent required by any Governmental Authority or by applicable Law, the Purchaser represents and warrants that it complies with all anti-money laundering and counter-terrorism financing requirements. None of the funds, including virtual currency or cryptocurrency, that the Purchaser uses to purchaseIX15 are derived from or related to any unlawful activities, including money laundering or terrorist financing, and the Purchaser will not use the IX15 to finance, engage in, or otherwise support any unlawful activities as may be defined by any Governmental Authority, including any United States federal or state, or international, laws and regulations, the Proceeds of Crime Law (2018 Revision) of the Cayman Islands and anti-money laundering laws and regulations.
Neither the Purchaser, nor any person having a direct or indirect beneficial interest in the Purchaser, if applicable, or any person for whom the Purchaser is acting as agent or nominee in connection with IX15, is the subject to sanctions administered or enforced by any Governmental Authority, or is organized or residing in a country or territory that is the subject of country-wide or territory-wide sanctions administered or enforced by any Governmental Authority. Any and all payments by the Purchaser to the Company will be made only in the Purchaser's name, from a digital wallet or bank account not located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force.
ALL PURCHASES OF IX15 ARE FINAL. PURCHASES OF IX15 ARE NON-REFUNDABLE. BY PURCHASING IX15, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING IX15 CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR IX15, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL IX15 FROM SUCH IX15 OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
The Purchaser bears the sole responsibility to determine if the purchase of IX15 with BTC, ETH or Fiat the potential appreciation or depreciation in the value of IX15 over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions referred to in these Terms, and any acquisition, ownership, use, sale or other disposition of IX15 held by the Purchaser. To the extent permitted by the applicable law, the Purchaser agrees to indemnify, defend and hold the Company and the Isonex Capital Team harmless for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from the Purchaser's purchase of IX15 hereunder, or the use or ownership of IX15. The Company gives no advice and makes no representations as to the tax implication of any Purchaser's purchase of the IX15. The price of the IX15 does not include value added tax, sales tax, or consumption or any other related tax.
The Purchasers may be contacted by email by the Company. Such emails will be informational only. The Company will not request any information from Purchasers in an email. See our Privacy Policy available on the Website for additional information.
Upon the Company's request, the Purchaser shall immediately provide the Company with any and all information and documents that the Company in its sole discretion deems necessary or appropriate to comply with any applicable laws, regulations of Governmental Authorities, rules or agreements, including those related to any judicial process. Such documents may include but are not limited to the Purchaser's passport, driver's license, utility bills, photographs of associated individuals, government identification cards, sworn statements, any corporate information as may be applicable. The Purchaser consents to disclose to the Company any such information and documents in order to comply with any applicable laws, rules or agreements. The Purchaser acknowledges and agrees that the Company may refuse to distribute IX15 to the Purchaser until such requested additional information is provided by the Purchaser.
The Company gathers, processes, uses, discloses, and manages information including personal data obtained from the Purchaser in relation to Website use, IX15 purchase and the smart contract use in compliance with the Company's Privacy Policy which is incorporated herein by reference.
The Purchaser understands and agrees that the Company shall not be liable for any violation hereof when and to the extent such violation is caused by or results from acts beyond the reasonable control of the Company, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) changes in Law; (e) action by any Governmental Authority; or (f) industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, blockchain hard fork, double spending attack, technological change and, for the avoidance of doubt, changes to any blockchain-related protocol.
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING IX15 AT THE PURCHASER'S SOLE RISK AND THAT IX15 IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE COMPANY OR THE ISONEX CAPITAL TEAM WARRANTS THAT THE PROCESS FOR PURCHASING IX15 WILL BE UNINTERRUPTED OR ERROR-FREE.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER THE COMPANY NOR ANY OF THE ISONEX CAPITAL TEAM MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE IX15, THE IX15 ALLOCATION AND DISTRIBUTION, THE SMART CONTRACT OR THE ISONEX CAPITAL PLATFORM. THE COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OF WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, RESULTS OF THE ISONEX CAPITAL PLATFORM LAUNCH AND FUTURE OPERATION, AS WELL AS ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ABSENCE OF ANY DEFECTS WITH RESPECT TO SMART CONTRACT, IX15 TOKENS, OR THE ABILITY OF ANYONE TO MAKE PAYMENTS, USE SMART CONTRACT AND PURCHASE IX15 TOKENS, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANY OF THE ISONEX CAPITAL TEAM REPRESENT OR WARRANT THAT THE PROCESS OF PURCHASING OR RECEIVING IX15 WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE IX15 ARE RELIABLE AND ERROR-FREE. THE PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT THE PURCHASER MAY NEVER RECEIVE ANY IX15 AND MAY LOSE ANY AND ALL MONEY AND/OR OTHER FUNDS, INCLUDING VIRTUAL CURRENCY OR CRYPTOCURRENCY, PAID FOR THE IX15. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, IX15 OR (ii) THE COMPANY OR THE ISONEX CAPITAL TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE COMPANY OR THE ISONEX CAPITAL TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, IX15, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO IX15. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT NEITHER THE COMPANY NOR THE ISONEX CAPITAL TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF IX15, AND THAT THE RISK OF PURCHASING AND USING IX15 RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE COMPANY OR THE ISONEX CAPITAL TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF IX15. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE ISONEX CAPITAL TEAM.
To the fullest extent permitted by the applicable law, the Purchaser irrevocably disclaims and waives any right or cause of action against the Company and the Isonex Capital Team of any kind in any jurisdiction. The Purchaser agrees not to seek any refund, compensation or reimbursement from any of the Company or the Isonex Capital Team, regardless of the reason, and regardless of whether the reason is identified in the terms. The Company hereby expressly disclaims its liability, and shall in no case be liable to any person including the Purchaser, for:
To the fullest extent permitted by the applicable law, the Purchaser releases the Company and the Isonex Capital Team from any and all responsibility, liability, claims, demands, real and potential damages, losses, liabilities, fees, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special, including any loss of business, revenues, profits, data, use, goodwill or other intangible losses ("Damages") based on, arising out of or relating to the purchase of IX15, these Terms or the White Paper, any possible disputes and controversies with the Purchaser and the acts or omissions of any third parties.
Notwithstanding Clause 11.1 hereof, in no circumstances shall the aggregate joint liability of the Company and any Isonex Capital Team, whether in contract, warrant, tort or other theory, for Damages to Purchaser hereunder shall exceed the amount received by the Company from the Purchaser, after deduction of any amounts recovered by the Purchaser or which the Purchaser is entitled to cover from any third parties.
These Terms, including any schedules and exhibits attached hereto and the materials incorporated herein by reference, set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of IX15, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by the Isonex Capital Team or individuals associated with any of the Isonex Capital Team. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of IX15 and supersede any public statements about the IX15 token sale made by third parties or by the Isonex Capital Team or individuals associated with any of the Isonex Capital Team, past and present and during the IX15 token sale.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company's failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Isonex Capital Team shall be deemed a modification of these Terms nor be legally binding.
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing IX15 after such date. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend, hold harmless and reimburse the Company and the Isonex Capital Team from and against any and all expenses or amounts paid (including legal and arbitration fees and expenses of counsel), losses, claims, fines, liabilities, Damages, judgments based on, arising out of or relating to: (i) your purchase or use of IX15; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
The Company is not bound by the Terms if you are a Restricted Person or if you have purchased IX15 on behalf of a Restricted Person. The Company may take all necessary and appropriate actions as it deems necessary and in its sole discretion to invalidate such purchase. Any Restricted Person who purchases IX15 on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and indemnifies, defends and holds the Company and the Isonex Capital Team harmless from any Damages that may arise from or is a result of such person's unlawful, unauthorized or fraudulent purchase of IX15. Any Restricted Person who purchases IX15 on unlawful, unauthorized or fraudulent basis understands, acknowledges and accepts that it may lose and the Company has the right to retain any and all money and/or other funds, including virtual currency or cryptocurrency, paid for the IX15 as a penalty for violation of the Terms and misrepresentation hereunder.
The Purchaser shall implement any and all necessary and appropriate measures designed to secure access to: (i) any device associated with the Purchaser and utilized in connection with the Purchaser's purchase of IX15; (ii) private keys to the Purchaser's wallet or any other Purchaser's private account used for IX15 storage; and (iii) any other username, passwords or other login or identifying credentials in any way connected with IX15. The Company is under no obligation to reimburse or in any other way compensate any IX15 to which the Purchaser has lost access. The Purchaser understands and accepts that in the event that the Purchaser is no longer in possession of the Purchaser's device or any private keys associated with the Purchaser and utilized in connection with the Purchaser's purchase of IX15, the Purchaser may lose some or all of Purchaser's IX15. The Purchaser also acknowledges, understands and agrees that all purchases of IX15 are non-refundable.
Currently, only English versions of any of the Company's communications are considered official. The English version shall prevail in case of differences in translation.
The Terms, and all rights and obligations of the Parties hereunder, shall be governed in all respects, including the formation, applicability, breach, termination, validity or enforceability of the contract in accordance with the laws of the Cayman Islands.
Each of the Parties hereto irrevocably (i) agrees that any Dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled exclusively by arbitration to be held in the Cayman Islands which shall be administered in accordance with the Arbitration Law (as revised) of the Cayman Islands and the Arbitration Rules in the Cayman Islands in force at the time of the commencement of the arbitration (the "Arbitration Rules"), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of the Cayman Islands in any such arbitration. There shall be three (3) arbitrators, one of whom shall be selected by each party. The Chief Executive Officer of the Cayman Islands Institute of Professional Accountants shall select the third arbitrator, who shall be qualified to practice law in the Cayman Islands. Either party may petition the Chief Executive Officer of the Cayman Islands Institute of Professional Accountants to select the third arbitrator. The arbitration shall be conducted in English. The decision of the arbitration tribunal shall be final, conclusive and binding on the Parties. Judgment may be entered on the arbitration tribunal's decision in any court having jurisdiction. The Parties shall each pay an equal share of the costs and expenses of such arbitration, and each Party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable costs and attorney fees. The Parties acknowledge and agree that, in addition to contract damages, the arbitrator may award provisional and final equitable relief, including injunctions, specific performance, and lost profits.
The IX15 sale will run for 47 calendar days and will end after the 47 days have elapsed or when the IX15 sale cap is reached (the "Distribution Period"). The IX15 sale will start at the discretion of the company and will be announced on the official site www.isonex.io. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
The general public will be able to see the total number of IX15 tokens currently sold, as well as the distribution of all IX15 tokens between the participating Ethereum accounts. The Company will constantly update on the Website the number of tokens sold as well as the share of IX15 tokens allocated to the shareholders of Company. Furthermore, the Ethereum accounts used to store ETH during the IX15 sale duration will publically available and their balances will also be made available on the Website.
Purchasers in the IX15 token sale will be allocated their IX15 tokens in exchange for ETH at the following rate:
| Token # | Price per IX15 token | Until expiration of days |
| 1m max | US$ 0.95 | 3 |
| All remaining | US$ 1.00 | 7 |
| All remaining | US$ 1.05 | 7 |
| All remaining | US$ 1.10 | 30 |
The US Dollars to ETH exchange rate is used to set the ETH to IX15 rate. As a result, for the duration of the IX15 sale, the price to purchase an IX15 will be set as an amount in ETH.
Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any IX15 purchased from the Company.
THE PURCHASER HAS CAREFULLY REVIEWED THE TERMS, THE WHITE PAPER AND THE PRIVACY POLICY, AND ACKNOWLEDGES, UNDERSTANDS AND ASSUMES THE FOLLOWING RISKS, AS WELL AS ALL AND ANY OTHER RISKS ASSOCIATED WITH THE IX15 TOKENS (INCLUDING THOSE NOT MENTIONED AND DISCUSSED HEREIN), ALL OF WHICH COULD RENDER THE IX15 TOKENS LOST, WORTHLESS OR OF LITTLE OR NO VALUE. THE PURCHASER ACKNOWLEDGES AND ACCEPTS THAT THE PURCHASER MAY LOSE ANY AND ALL MONEY AND/OR OTHER FUNDS, INCLUDING VIRTUAL CURRENCY OR CRYPTOCURRENCY, PAID FOR THE IX15 TOKENS.
By purchasing, owning, and using IX15, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of IX15 stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing IX15 will result in loss of such IX15. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your IX15. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store IX15 in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your IX15. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving ix15 Tokens, including, for instance, if you provide the wrong address for the receiving IX15, or provide an address that is not ERC-20 compatible, may result in the loss of your IX15 Tokens. The Company is not responsible for any such losses. You acknowledge, understand and accept the risk related to the loss of private keys.
Because IX15 and the Isonex Capital platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or IX15. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the IX15 and the platform, including the utility of the IX15 for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
You are aware of the specifics of the Ethereum protocol and acknowledge, understand and accept all risks related thereto. The blockchain is prone to periodic congestion during which transactions can be delayed or lost. Timing of block production is determined by proof of work so block production can occur at random times. Individuals may also intentionally spam blockchain in an attempt to gain an advantage in purchasing cryptographic tokens. You acknowledge and understand that block producers may not include your transaction when you want or the transaction may not be included at all. In case of hard fork or double spending (51% attack), all or part of the IX15 may be lost or become unavailable to exploit. The Company may not be held liable for any Damages or any other losses caused by these events and does not guarantee the safety and stability of the IX15.
As with other decentralized cryptographic tokens based on the Ethereum protocol, IX15 are susceptible to attacks by miners in the course of validating IX15 transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and IX15, including, but not limited to, accurate execution and recording of transactions involving IX15.
Hackers or other malicious groups or organizations may attempt to interfere with the platform or IX15 in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and IX15, including the utility of IX15 for obtaining services.
The IX15 may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the IX15 in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. There is a risk that the smart contract may contain intentional or unintentional bugs or weaknesses which may negatively affect the IX15 or result in partial or complete loss of your IX15, loss of ability to access or control the IX15 and/or loss of ETH or BTC in the your account and/or wallet. In the event of such a software bug or weakness there may be no remedy so IX15 holders are not guaranteed any remedy, refund or compensation. You acknowledge, understand and accept the risk related to token security.
If secondary trading of IX15 tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to IX15 (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
If you make payments from an exchange or an account that you do not control, the IX15 tokens will be allocated to the account from which the payment was made; therefore, you may never receive or be able to recover the purchased IX15 tokens. If you choose to maintain or hold the IX15 tokens through a cryptocurrency exchange or other third party, your IX15 tokens may be not received, or may be stolen or lost. You acknowledge and agree that if you make payments and/or purchase IX15 through an account that you do not control and/or hold IX15 on a cryptocurrency exchange or with another third party, you do so at your own and sole risk.
The IX15 is not a currency issued by any individual, entity, central bank or Governmental Authority, nor is it backed by any assets or credit. Trading of the IX15 depends on the consensus as to its value between the relevant market participants.
Unlike bank accounts or accounts at some other financial institutions, IX15 are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
The regulatory status of IX15 and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Isonex Capital platform and IX15. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Isonex Capital platform and IX15. Regulatory actions could negatively impact the Isonex Capital platform and IX15 in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of IX15 constitutes unlawful activity or that IX15 are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. You acknowledge, understand and accept the risk related to uncertain regulatory and legal framework.
The IX15 as crypto-tokens are or may be overseen by Governmental Authorities. The Company may receive queries, notices, warnings, requests or rulings from Governmental Authorities from time to time, or may even be ordered to suspend or discontinue any action in connection with the Isonex Capital platform or the IX15 distribution. The IX15 in turn could be defined from time to time as virtual commodity, digital asset or even securities or currency by Governmental Authorities in various jurisdictions and therefore could be prohibited from being traded or held pursuant to local regulatory requirements. As a result, you may lose all the IX15 purchased, as well as any and all money and/or other funds, including virtual currency or cryptocurrency, paid for the IX15. You acknowledge, understand and accept the risk related to regulatory measures.
The tax characterization of IX15 is uncertain. You must seek your own tax advice in connection with purchasing IX15, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Company's services.
Because IX15 confer no governance rights of any kind with respect to the Isonex Capital platform or the Company, all decisions involving the Company's products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the value or utility of any IX15 you own.
Cryptographic tokens such as IX15 are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of IX15, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the IX15 sale, please contact [email protected].
I will keep confidential and will not disclose to third parties (other than my tax or other financial advisors under like conditions of confidentiality) any and all information regarding ISONEX CAPITAL, an exempted company, registered under the laws of Cayman Islands, ("ISONEX CAPITAL") provided, however, that this confidential treatment shall not apply to the tax treatment and tax structure of an acquisition of IX15 tokens and all materials of any kind (including opinions or other tax analyses) that are provided to me relating to such tax treatment and tax structure.
I hereby authorize and instruct each of ISONEX CAPITAL to accept and execute any instructions given in relation to any IX15 acquired for by me. I agree to keep each of them indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon such instructions and they may each rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
I indemnify and hold harmless each of ISONEX CAPITAL against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon instructions given in relation to any IX15 token purchased by me.
I indemnify and hold harmless ISONEX CAPITAL and respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the Indemnified Parties) from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or Application set forth in this Application or in any other document I deliver to ISONEX CAPITAL, or from my assertion of my proper authorization to act.
I indemnify and hold harmless ISONEX CAPITAL and each of its agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each a FATCA Indemnified Party) and hold them harmless from and against any withholding and any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which a FATCA Indemnified Party may suffer or incur as a result of any action or inaction on my part (or on the part of any person related to me). This indemnification shall survive my death or the disposition of my IX15 token(s).
I indemnify and hold harmless ISONEX CAPITAL against any loss arising as a result of a delay or failure to process this application or a redemption request if I have failed to provide such evidence as is required by such parties to satisfy applicable anti-money laundering rules.
I understand, acknowledge and agree that:
I understand, acknowledge and agree as follows:
Terms not defined herein will be as defined in the White Paper and Terms and Conditions (collectively, the Token Sale Terms) located at https://isonex.io (the Website).
References to Token Sale Terms and the Articles are to those documents as they may be amended from time to time.
I have received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same.
I understand that IX15 tokens do not represent nor do they entitle the holder, in any way whatever, to a:
as such terms are defined in the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015, BTLG1-8265751-5.
IX15 tokens are held subject to the terms and conditions of the Token Sale Terms and this Application (this Application).
No certificate will be issued to in relation to my IX15 tokens and my personal IX15 token holding will not be reflected, recognized or recorded in any account or ledger maintained by ISONEX CAPITAL.
I understand that Acquisitions and Reversions will be processed by ISONEX CAPITAL as per its Token Sale Terms. For the purposes of this Application, a "Reversion" means a transaction directly between ISONEX CAPITAL and you whereby IX15 token registered on your public key revert back to a public key owned or controlled by ISONEX CAPITAL or its affiliates in accordance with the Terms and Conditions.
I understand that, prior to any purchase of IX15 tokens, I must pay cash or Digital Currency (Contributed Amount) to ISONEX CAPITAL in accordance with the Token Sale Terms to the cryptocurrency address indicated by ISONEX CAPITAL.
Upon acceptance of my request to buy IX15 tokens, the Contributed Amount will be converted for IX15 tokens in accordance with the Token Sale Terms.
Any Reversion proceeds realized and due to me following a Reversion of IX15 tokens held by me at the point of Reversion (Reversion Proceeds) in accordance with Token Sale Terms shall be paid to me as soon as practicable in the manner set forth in the Token Sale Terms. Contributed Amount or Reversion Proceeds shall be transferred and/or reflected on the same Digital Currency address from which the Contributed Amount was originally remitted unless such account or Digital Currency address has been changed and notified to ISONEX CAPITAL and all relevant anti-money laundering and other verification procedures have been complied with prior to withdrawal. No Contributed Amount or Reversion Proceeds shall be paid to any Third Party account in respect of IX15 tokens held by me and reverted.
I acknowledge and understand that, for so long as any Reversion Proceeds are held as assets of ISONEX CAPITAL, I shall accept the risk that a creditor of ISONEX CAPITAL may seek to and may be successful in securing discharge of a liability of ISONEX CAPITAL out of ISONEX CAPITAL assets, thereby materially adversely affecting the value of my Contributed Amount and/or Reversion Proceeds and potentially reducing one or both to zero. Furthermore, I acknowledge that any interest accruing with respect to such Contributed Amount and/or Reversion Proceeds held in this manner shall be for the benefit of ISONEX CAPITAL only.
ISONEX CAPITAL (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser and to confirm the AML status of any redeeming IX15 token holder. ISONEX CAPITAL shall not accept or repay any Contributed Amount and/or application for IX15 tokens and shall not pay any Reversion Proceeds until all information required for verification purposes has been provided.
If, as a result of any information or other matter which comes to his attention, any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
ISONEX CAPITAL prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control [1] ("OFAC"), as such list may be amended from time to time; (iii) for a senior foreign political [2] figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political, unless the ISONEX CAPITAL, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank [3] (such persons or entities in (i) – (iv) are collectively referred to as "Prohibited Persons").
I acknowledge that ISONEX CAPITAL may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of IX15 token under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between the Cayman Islands (or any Cayman Islands government body) and the U.S., the U.K. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the foregoing.
I shall execute properly and provide to ISONEX CAPITAL in a timely manner any documentation or other information that ISONEX CAPITAL or its agents may request in writing from time to time in connection with the Tax Information Obligations. I waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit ISONEX CAPITAL's compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by ISONEX CAPITAL and its agents of the provided information or documentation to applicable regulatory authorities.
Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by ISONEX CAPITAL or its agents in connection with the Tax Information Exchange Obligations.
If I provide information and/or documentation that is in anyway misleading, or I fail to provide ISONEX CAPITAL or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by ISONEX CAPITAL, or a risk of ISONEX CAPITAL or its token holders being subject to withholding tax or other penalties), ISONEX CAPITAL reserves the right:
Further, I shall have no claim against ISONEX CAPITAL or their agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of ISONEX CAPITAL in order to comply with the Tax Information Exchange Obligations.
I accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. ISONEX CAPITAL make no warranties in relation to these matters. ISONEX CAPITAL reserve the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If I have any doubts about the authenticity of an electronic communication purportedly sent by ISONEX CAPITAL I am required to contact the purported sender immediately. ISONEX CAPITAL's acceptance of my IX15 token purchase is not conditioned on my giving consent to electronic delivery of ISONEX CAPITAL related information. If I do not have reliable access to the internet or e-mail, I shall not acquire Tokens. I shall not be entitled to receive any information from ISONEX CAPITAL in paper format.
In consideration of the ISONEX CAPITAL's acceptance of my offer to purchase IX15 tokens and recognizing its reliance thereon, I agree, represent, and warrant to ISONEX CAPITAL that:
4.4 I did not acquire and will not transfer any IX15 tokens within the United States of America, its territories or possessions (hereinafter collectively referred to as the "United States").
4.5 I did not engage (except as specifically authorized by the ISONEX CAPITAL) and will not engage in any activity relating to the sale of IX15tokens in the United States;
4.6 I will not transfer directly or indirectly any of my IX15 tokens or any interest therein (including without limitation any right to receive dividends or other distributions) without the consent of the directors of the ISONEX CAPITAL and further, I shall not transfer directly or indirectly any of my IX15 tokens or any interest therein (including without limitation any right to receive dividends or other distributions) to a U.S. Person or to any other person or entity unless the proposed transferee has made the same representations and warranties as set out herein.
4.7 I did not acquire and will not transfer any IX15 tokens within restricted territories (hereinafter collectively referred to as the "Restricted Territory").
4.8 I did not engage (except as specifically authorized by the ISONEX CAPITAL) and will not engage in any activity relating to the sale of the IX15 tokens in the Restricted Territory;
4.9 I am not aware of and am in no way relying on, and did not become aware of the sale of IX15 tokens through or as a result of, from or in any of the United States, Cayman Islands: any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the internet, in connection with the offering and sale of IX15 tokens and I am not purchasing IX15 tokens and did not become aware of the offering of IX15 tokens through or as a result of, in any of the United States, Cayman Islands, any seminar or meeting to which I was invited by, or any solicitation of a subscription by, a person not previously known to me in connection with investments in securities generally.
4.10 I am responsible for the decision to acquire IX15 tokens and I have legal competence and capacity to execute this Application.
4.11 I have the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring IX15 token, I am aware of the risks inherent in acquiring and the method by which the assets of the ISONEX CAPITAL are held and/or traded and I can bear the risk of loss of my entire token acquisition.
4.12 I am qualified and authorized to make such acquisition decision and, to the extent deemed necessary, I have consulted my own advisors and legal counsel regarding acquisition of IX15 tokens. In making the decision to acquire IX15 tokens, I have not relied on any advice or recommendation from the ISONEX CAPITAL, nor any placement agent associated with the ISONEX CAPITAL, or any of their affiliates.
4.13 To the extent that I am acting on behalf of an entity, I have the full power and authority under such entity's governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire IX15 tokens.
4.14 This Application constitutes a valid and binding Application and is enforceable against me in accordance with its terms.
4.15 I have read and understand the ISONEX CAPITAL's privacy policy.
4.16 (i) I am not, nor is any person or entity controlling, controlled by or under common control with me, a Prohibited Person, (ii) the funds paid for IX15 tokens on my own behalf of any of my beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations and (iii) to the extent I have any beneficial owners, (A) I have carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, the I reasonably believe that no such beneficial owners are Prohibited Persons, (C) I hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of my complete redemption from ISONEX CAPITAL, and (D) I will make available such information and any additional information that ISONEX CAPITAL may require upon request in accordance with applicable regulations. If any of the representations, warranties or covenants in this section cease to be true or if ISONEX CAPITAL no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, ISONEX CAPITAL may, in accordance with applicable regulations, be obligated to freeze my token rights, either by prohibiting additional acquisition, declining or suspending any redemption requests, or my IX15 may immediately be involuntarily redeemed by ISONEX CAPITAL, and ISONEX CAPITAL may also be required to report such action and to disclose my identity to OFAC or other authority. In the event that ISONEX CAPITAL is required to take any of the foregoing actions, I understand and agree that it shall have no claim against ISONEX CAPITAL and its respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions.
4.17 Having reviewed the Token Sale Terms, I hereby agree with ISONEX CAPITAL, subject to ISONEX CAPITAL's provisional acceptance, to acquire for as many of the IX15 tokens as the Contributed Amount shall purchase.
[1] The OFAC list may be accessed on the web at http://www.treas.gov/ofac.
[2] Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure's parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
[3] Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.
[4] See Exhibit A attached hereto for the definition of a "U.S. Person".
[5] See Exhibit A attached hereto for the definition of a "U.S. Person".
[6] Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its beneficial owners.
(1) "U.S. Person" means:
(2) Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a "U.S. Person".
(3) Notwithstanding (1) above, any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if:
(4) Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.
(5) Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.
(6) Notwithstanding (1) above, any agency or branch of a U.S. Person located outside the United States shall not be deemed a "U.S. Person" if:
(7) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed "U.S. Persons.
IMPORTANT LEGAL DISCLAIMER Access to products and services detailed on this website may be restricted for certain persons or countries. In particular, the products and services referred to herein are not available to U.S. Persons, as defined by Regulation S of the United States Securities and Exchange Commission, as amended ("U.S. Persons"). The information contained on this website is not available to U.S. Persons. Investors who are such "U.S. Persons" should not view this website. The provision of the information in this website does not constitute an offer of securities to any person in the United States or to any "U.S. Person." ISONEX CAPITAL is not registered under the U.S. Investment Company Act of 1940, as amended, nor is the sale of ISONEX CAPITAL tokens registered under the U.S. Securities Act of 1933, as amended. Consequently, it cannot be offered for sale or be sold in the United States, its territories, possessions or protectorates under its jurisdiction, nor to nationals, citizens or residents in any of those areas, except pursuant to a valid exemption. More generally, the products and services presented on this website may only be purchased in jurisdictions in which their marketing and distribution are authorised. ISONEX CAPITAL advises all interested parties to check in advance whether they are legally entitled to purchase the products and/or services presented on the website.
