Version: March 2018
Iryo Limited TERMS AND CONDITIONS OF TOKEN GENERATION
Please read carefully these Terms and Conditions (these “Terms” and/or “Agreement”) before using the link https://iryo.io/#intro (the “Website”) or accepting the IRYO Tokens (“IRYO”), as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability in connection with using the Website and accepting IRYO. If you want to participate in the upcoming IRYO Token Generation Event (as further described in Exhibit B, the “TGE”), you should also read these Terms and accept them. If you do not agree with these Terms, you shall not use the Website or accept IRYO Tokens.
Furthermore, your participation in the TGE from Iryo Limited (Iryo d.o.o., a limited liability company incorporated under the laws of the Republic of Slovenia, registered with the commercial court of Kranj under the registration number 8111782000) (“Company”, “we”, or “us”) is subject to these Terms. Each of you and Company are a “Party”, and together the “Parties”.
By visiting the Website and participating in the TGE (i.e. transferring Ether (ETH) and/or EOS (EOS) to the Smart Contract System and the Smart Contract System creating IRYO), you understand and accept that you make a contribution into a Smart Contract System for the deployment of the Iryo ecosystem as described in the Iryo Whitepaper (“Iryo Project” or “the Whitepaper”). The information contained in the Whitepaper and on the Website are of a descriptive nature only, are not binding and do not form part of the Terms unless explicitly referred to herein.
This Terms contain certain forward-looking statements. These are based on analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable. Such forward-looking statements in these Terms are based on current estimates and assumptions that the Company makes to the best of its present knowledge. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual developments to differ materially from and be worse than expected or assumed or described in these forward-looking statements. Accordingly, any person interested in participating in this TGE is strongly advised to read Exhibit C of the Terms. In light of these risks, uncertainties and assumptions, future events described in the Terms may not occur. In addition, the Company does not assume any obligation, except as required by Slovenian statutory law, to update any forward-looking statements or to confirm these forward-looking statements to actual events or developments.
You will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at email@example.com.
You and Company agree as follows:
A. Purpose and Use of IRYO in the Network
Iryo Network (the “Network”) is a zero-knowledge health record storage platform, with an anonymous query interface. The Network consists of open access to the platform (API), open-source client code and, by using open standards ensure interoperability, transparency and security. It uses blockchain permission controls for patient record access and tokens to incentivize end users data sharing. Therefore, the tokenization enables the exchange and processing of data exchange in the Network. IRYO will be used mainly for incentivization of IRYO users, means of compensation for future services within or in connection with the Network and for access to and operation of several functions within the Network. In more detail, IRYO is envisaged to be used for the following (“Services”):
1. Spam protection
All institutions would have to provide a stake of $10 000 worth of IRYO tokens for their accounts (this value is adjustable). This would serve as spam protection - the app won’t ‘talk’ to fake institutions that do not have IRYO tokens who would most likely be attempting to spam users. It would also act as a transparent metric on the chain. More accounts with enough tokens should mean more institutions are using the system. Institutions would include organizations such as hospitals, clinics and research institutes.
2. Storage fuel**
The clinic staking requirement would be used to cover the cost of storing EHR data for their patients. Should the data per patient exceed the threshold, clinics would have to stake more tokens to cover the cost of data storage. Patients would be able to cover their storage costs by staking coins themselves; that way they can become independent in storing as much data as they want to (as long as a sufficient number of coins are staked). If they exceed the limit, or the staking requirements suddenly change, they would not lose the data but, over time, their access would be increasingly limited until the stake is supplied. Actual hardware costs would be covered with 1-2% yearly inflation. Therefore, more data stored would mean more coins staked, which, in turn, provide price pressure to make that 1-2% yearly inflation worth enough to cover all the storage cost.
3. User incentivization
With health record query tokens researchers would be able to incentivize end users to allow anonymized queries. Health data never leaves the patient’s device (phone), or the device of the doctor whom the patient has assigned access privileges to. Researchers would have to buy the tokens from the market and distribute them to the users that allowed the queries on their health data to be executed. The amounts can be very small and sent to thousands of people at the same time. High fees could kill this model.
4. Cases of medical emergency
When a patient can’t give consent for access to his health data, the hospital can lock $1000 - worth of tokens (adjustable) in the smart contract which gives the patient permission to withdraw the tokens in one-month’s time if he deemed access unjustified. In case of a legitimate emergency access, the patient (or their doctor with pre-approved access to the patient’s medical records) would, when able, confirm the emergency access and the smart contract would return the funds to the hospital. If no action is taken within one month (or other specified timeframe), the funds are returned to the institution that staked them.
5. Payments for services
Services in the clinics who have adopted Iryo could be paid with IRYO tokens instead of credit cards. Volatility, usability challenges with the security of tokens and the limited ability of the end user to purchase tokens on short notice would probably results in this option being used infrequently. With mature adoption, we could see tokens being used in situations where transaction costs using traditional payment methods are prohibitively high.
A certain, subsequently defined, percentage of the received means for IRYO are intended to facilitate the provisioning of support from Company to the Network, which includes active developer support, maintenance of a robust user interface, and various customization tools, described more fully in Exhibit A. The Company has the right to engage subcontractors. The Company also has the right to use a part of the means for an incentivization plan for the usage of the Network.
The Company will engage in a private pre-sale of IRYO. The Company may immediately use the means received in the private pre-sales for the promotion and deployment of the Iryo project and TGE and for any other purpose in its sole discretion.
We do not operate or maintain the Network nodes, and as such, we have no responsibility or liability for the Network nodes or any ability to control third parties’ use of the Network.
IRYO do not confer any rights other than rights relating to the provision and receipt of Services, if such Services are actually in operation and available, in the Network as described in this Section 2, subject to limitations and conditions in these Terms. IRYO are not intended to be a legal tender, security, commodity, or any other kind of financial instrument.
B. Scope of Terms
- These Terms are a legally binding Agreement between you, on the one part, and the Company, on the other part. The Agreement is a barter agreement as governed applicable Slovenian laws. It is concluded between you and the Company, as the party exchanging IRYO for ETH and/or EOS, and you, as the other Party participating in the TGE.
- These Terms define basic mutual rights and obligations of the Company and you in the event of you accepting IRYO, registering on the Website, or just viewing certain pages of the Website, including but without limitation, for the purpose of obtaining IRYO.
- By using the Website, you accept these Terms in full and agree to be bound thereby and comply therewith.
- These Terms are effective at the time you begin using the Website.
You acknowledge and accept that:
- these Terms are subject to change, modification, amendment, alteration or supplement at any time without prior written notice, at Company’s sole discretion, by publishing a new version of these Terms at the Website and notating in the header of these Terms “Last Updated [Date]” (“Updates”);
- - Your continued use of the Website and Company’s software after any Updates shall constitute your consent and acceptance of the Updates;
- - the Company reserves the right, at its own and complete discretion, to modify or to temporarily or permanently suspend or eliminate its software, the Website, and/or disable any access to its software and the Website;
- - this document does not constitute a prospectus, offering memorandum or private placement memorandum of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System;
By using this Website and/or receiving and accepting IRYO, you covenant, represent, and warrant that:
- you are of an age of majority to enter into this Agreement, meet all other eligibility and residency requirements, and are fully able and legally competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth herein and to abide by and comply herewith;
- you are aware of all the merits, risks and any restrictions associated with cryptographic tokens, cryptocurrencies and Blockchain-based systems, as well as you know how to manage these digital technologies, and you are solely responsible for any evaluations, decisions and actions you make concerning cryptographic tokens, cryptocurrencies and blockchain-based systems;
- you have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems to competently enter into this Agreement;
- you understand, agree and accept that while the individuals and entities, including the Company, assigned to this task will make reasonable efforts to deploy and complete the IRYO Project, it is possible that such deployment may fail and your IRYO become useless and/or valueless due to technical, commercial, regulatory or any other reasons;
- you are aware of the risk that even if all or parts of the Iryo Project are successfully deployed and released in full or in parts, due to a lack of public interest, the Iryo Project could be fully or partially abandoned, remain commercially unsuccessful or be shut down for lack of interest, regulatory or other reasons. You therefore understand and accept that the transfer of ETH and/or EOS to the relevant Smart Contract System, the creation of IRYO by the Smart Contract System and/or and the acceptance of IRYO carry significant financial, regulatory and/or reputational risks, including the complete loss of value of created IRYO, if any, and attributed features of the Iryo Project;
- by transferring ETH and/or EOS to the Smart Contract System and/or accepting IRYO, you expressly agree to all of the terms and conditions set forth in Smart Contract System Code existing on the respective blockchain, which is incorporated by reference herein. You further confirm to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document
You shall not use the Website if such use is prohibited under applicable law. In particular, should any limitation or prohibition as to your acceptance or use of any amount of IRYO exist under applicable law, you shall not enter into this Agreement. You are solely responsible and liable for compliance with applicable law of your jurisdiction and shall indemnify, defend and hold harmless Company Parties (as defined below) from any violation of the applicable law of your jurisdiction.
C. Refusal of Refund or Cancellation Requests
Your acceptance of IRYO from us during the TGE is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel requests for refunds or cancellation at any time in our sole discretion.
Notwithstanding the preceding paragraph Company expressly informs you that the TGE is excepted from right of withdrawal in relation to Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 since it the price of IRYO is dependent on fluctuations in the financial market which cannot be controlled by the Company and which may occur within the withdrawal period.
D. TGE Procedures and Specifications
Important information about the procedures and material specifications of the TGE is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of IRYO, the amount of IRYO we will distribute, and our anticipated use of the means received during the TGE. By accepting IRYO, you acknowledge that you have read, understand, consent and accept these procedures and material specifications.
E. Acknowledgment and Assumption of Risks
- You acknowledge and agree that there are legal and financial risks associated with receiving and accepting IRYO, holding IRYO, and using IRYO for Services in the Network, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at firstname.lastname@example.org. BY RECEIVING AND ACCEPTING IRYO, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
- You understand and accept that you will not have any expectation of influence over governance on the Network, and that the scope of the subject project, and the use of funds for various projects or expenditures may change at any time without notice or disclosure.
- You understand and accept that the Network may to go through substantial updates which may result in significant conceptual, technical and commercial changes before or after release. You understand and accept that as part of the deployment, an upgrade of the Network may be required and that, if you decide not to participate in such upgrade, you may no longer use IRYO and that non-upgraded IRYO may lose their functionality in full.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold IRYO you accept from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your IRYO. We are not responsible or liable for any such losses.
G. Personal Information
We may be required to obtain certain information about you in order to distribute IRYO to you. If you do not provide the information requested by us, then we may be unable to distribute IRYO to you.
Your cost for IRYO is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your acceptance of IRYO, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your acceptance and use of IRYO.
I. Representations and Warranties
By receiving and accepting IRYO, you represent and warrant that:
- You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of receiving and accepting IRYO.
- You understand with regard to IRYO no market liquidity may be guaranteed and that the value of IRYO over time may experience extreme volatility or depreciate in full.
- You have read and understand these Terms (including all Exhibits).
- You have obtained sufficient information about IRYO to make an informed decision to accept IRYO.
- You understand that IRYO confer only the right to receive Services and be used as a form of compensation in the Network and confer no other rights of any form with respect to the Network or Company, including, but not limited to, any voting, distribution, redemption, liquidation, or other financial or legal rights.
- You waive the right to participate in a class action lawsuit or a class wide arbitration against any Company Parties (as defined below) and any entity or individual related to these Terms and the creation, issuance, distribution, acceptance and use of IRYO.
- You are not accepting IRYO for any uses or purposes other than to provide or receive Services in the Network, including, but not limited to, any investment, speculative or other financial purposes.
- Your participation in the TGE and acceptance of IRYO complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction to participate in the TGE, for the acceptance of IRYO and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to participate in the TGE and accept IRYO, and (iii) any governmental or other consents that may need to be obtained.
- You will comply with any applicable tax obligations in your jurisdiction arising from your participation in the TGE and acceptance of IRYO.
- If you are receiving and accepting IRYO on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly).
- You will fully comply with the TGE procedures as described in Exhibit B and provide the Company with true, exact and current information and data the Company requests from you.
- You will contribute ETH and/or EOS from a wallet or wallet service provider that technically supports IRYO (ERC20 tokens). You understand and accept, that failure to assure this may have the result that you will not gain access to your IRYO;
- YOUR FUNDS USED TO PARTICIPATE IN THE TGE AND ACCEPT IRYO IN NO WAY CAME FROM ILLEGAL OR UNETHICAL SOURCES.
- YOU ARE NEITHER A CITIZEN OR PERMANENT RESIDENT OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH KOREA, OR MEXICO, NOR DO YOU HAVE A PRIMARY RESIDENCE OR DOMICILE IN THESE COUNTRIES. IN ORDER TO RECEIVE IRYO YOU COVENANT, REPRESENT, AND WARRANT THAT NONE OF THE OWNERS OF THE COMPANY, OF WHICH YOU ARE AN AUTHORIZED OFFICER, ARE CITIZENS OR PERMANENT RESIDENTS OF THESE COUNTRIES, NOR DO THEY HAVE A PRIMARY RESIDENCE OR DOMICILE IN THESE COUNTRIES. SHOULD THIS CHANGE AT ANY TIME, YOU SHALL IMMEDIATELY NOTIFY THE COMPANY. THE COMPANY SHALL RESERVE THE RIGHT TO REFUSE DISTRIBUTING IRYO TO ANYONE WHO DOES NOT MEET THE REQUIRED CRITERIA AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, THE COMPANY MAY REFUSE DISTRIBUTING IRYO TO CITIZENS, PERMANENT RESIDENTS OF THESE COUNTRIES AND THOSE WHO DO NOT MEET CRITERIA SPECIFIED IN THIS SECTION 10 AND THE TERMS.
- Citizens and permanent residents of the United States and Canada may only participate in the TGE if they supply the Company evidence of their status as Accredited Investors as defined in the applicable law of their jurisdictions and as described in section 11 below and Exhibit B hereto.
- You will inform yourself about any possible restrictions imposed by your local jurisdiction other than the laws of Slovenia regarding the participation in TGE. The Company is not able to describe the legal situation of this TGE with regard to all possible jurisdictions. In particular, the Company informs you about the following restriction it has become aware of, however, without making an assessment as to the accuracy and completeness of the information provided.
- In Bangladesh, the Bangladesh Bank established that using virtual currencies would violate anti-money laundering laws and people using virtual currency could face criminal charges.
- In Bolivia, the Central bank has officially banned the use of virtual currencies that are not regulated by the government.
- In Canada, the Canadian Securities Administrators have published a notice on Initial Coin/Token Offerings stating that Canadian securities law may apply to virtual currencies and Initial Coin/Token Offerings.
- China has recently prohibited Initial Coin/Token Offerings.
- In Ecuador, the government has banned virtual currencies due to the establishment of a new electronic money system that is run by the state.
- In France the Financial market regulator (AMF) published a guidance on cryptocurrency derivatives and token generation events
- In Germany, the German Federal Financial Supervisory Authority maintains that authorization requirements may apply to platforms and exchanges of virtual currencies.
- In India, the Reserve Bank of India is planning to introduce a regulatory framework for virtual currencies. However, as of now the legal status of Bitcoin and other virtual currencies remains unclear.
- Japan has enacted law regulating blockchain based on virtual currencies. Exchanges are required to obtain licenses as a payment institution. These provisions also affect service providers outside Japan.
- In the Kyrgyz Republic, the government has emphasized that virtual currencies violate the law of the state if used as a means of payment.
- In Lithuania, the Bank of Lithuania has banned financial institutions from engaging in services and investments related to virtual currencies. Furthermore, offerings of coins or tokens will require issuer to provide a prospectus similar to the law on securities.
- In South Korea, the Korean Financial Services Commission prohibited Initial Coin/Token offerings announced strict penalties for financial institutions and third parties involved in Initial Coin/Token Offerings.
- In Switzerland, the Swiss Financial Market Supervisory Authority announced guidelines for token generation events.
- In United States of America, the US Securities and Exchange Commission announced that U.S. federal securities law may apply to the offering and sale of digital tokens.
It is therefore your responsibility to consult with local legal, tax and other advisers to find out whether your participation in this TGE constitutes a breach of law or regulation under your jurisdiction. Violation of applicable laws or regulation may result in administrative or even criminal charges.
- You will not participate in the TGE in any jurisdiction, except in circumstances that will result in compliance with any applicable laws and regulations. Any person having access to these Terms must obtain information on these restrictions and, if applicable, comply with such restrictions. By accepting these Terms or any notice or information relating to the TGE or by participating in the TGE, you shall be deemed to agree with, and represent that it complies with, such restrictions. No step has been taken to authorize the TGE in a country or on a territory where formalities are required for this purpose. Neither these Terms nor any other information or publicity may be provided to the public in a country or on a territory where registration, approval or any other obligation is or will be applicable in connection with this TGE and it may not be distributed in any country or on any territory, other than the target markets, which represent the territories where the TGE as described in the Terms is not prohibited by law or regulation. Any breach of these restrictions may constitute a breach of laws and regulations applicable in a country or on a territory other than the target markets, Neither the Company, nor any other person participating in the TGE shall be liable for any breach of these restrictions.
If you are a U.S. or Canadian citizen or permanent resident, you must pass additional accreditation as an “accredited investor”.
If you are a US citizen or permanent resident, prior to receiving and accepting IRYO, you must supply the Company evidence and/or verification acceptable to the Company that you are an “accredited investor” as defined in Rule 506 of Regulation D (17 CFR Sections 230.500 et seq.).
If you are a Canadian citizen or permanent resident, prior to receiving and accepting IRYO, you must supply the Company evidence and/or verification acceptable to the Company that you are an “accredited investor” as defined in Section 2.3 of National Instrument 45-106 Prospectus Exemptions (NI 45-106).
The process below is in full discretion of the Company and shall be used on a case by case basis. Furthermore, the KYC/AML/CFT measures can be performed by a third party on behalf of the Company.
You understand and accept, that participation in the TGE and acceptance of IRYO will not be possible from an address that has not been previously registered according to the procedure defined herein. During this registration process an identity check of you will be conducted as defined herein and the Company will decide at its sole discretion, whether your address will be whitelisted. The Company has absolute discretion and may reject your address for any reason or no reason at all.
Any data provided by you as part of the registration will be processed and stored in accordance to Slovenian and European Union’s data protection laws. Any personal data collected will be used solely for the purpose and as part of the contribution process and to provide further information to you on the project. You understand and accept that your address may not be whitelisted and that the registration process may either delay and/or not execute due to the overall volume of requests, technical problems and/or similar events.
You understand and accept, that you shall not register an address of any currency exchange (i.e., Poloniex, Coinbase, Bitfinex, etc). Such addresses may not be whitelisted and/or may not receive IRYO. You confirm by using the registration process and providing the requested information to the Company, that all information provided within the registration process is true and accurate and that that you do not act on behalf of any third party.
Money laundering (“ML”) is a process intended to mask the benefits derived from criminal conduct so that they appear to have originated from a legitimate source.
Acts of terrorism seek to influence or compel governments into a particular course of action or to intimidate the public or a section of the public. Terrorists require funds to carry out acts of terrorism, and terrorism financing (“TF”) is the act of providing these funds. Such funds may be derived from criminal activities such as robbery, drug-trafficking, kidnapping, extortion, fraud, or hacking of online accounts. In such cases, there may be an element of ML involved to disguise the source of funds.
However, terrorist acts and organizations may also be financed from legitimate sources such as donations from charities, legitimate business operations, self-funding by individuals etc. Coupled with the fact that TF need not always involve large sums of money, TF can be hard to detect and trust companies should remain vigilant.
The Company defends against involvement in illicit activities, such as money laundering, by doing the following:
- Verifying the identity of customers and end users for all registered holders of IRYO;
- Promulgating and adhering to well established anti-money laundering procedures and corporate policies
- Routinely executing a company-wide assessment to determine the risk of inadvertent involvement in money laundering or other illicit activities. A risk profile is produced after these assessments
An anti-money laundering policy (“Policy”) shall be reviewed and approved by the Company’s directors.
As part of its account generation and creation process, Company shall:
- obligate participants in the TGE to furnish proof of identity;
- prohibit participation in the TGE without complete account-opening data;
- confirm participants in the TGE are not listed in compliance databases. These databases include, but are not limited to governmental watch lists.
- Email and mailing address and address of residence (PO boxes are not acceptable unless accompanied by valid mailing address)
- Government issued identification numbers including where relevant, but not limited to, social security numbers, driver’s license numbers, and passport numbers
- Place of birth and date of birth
- Copies of valid photo identifications for those listed as account holders
- Name of business and corporate representatives and official email address
- Government issued identification numbers for the Corporate Participant
- Copies of current photo identifications of corporate representatives using the account
- Mailing address of the client’s principal place of business (we reserve the right to request the customer’s local address if the local address is not the same as the business’ principal place of business)
- Customer identification procedures shall be adhered to determine the beneficial owners of trust or corporate accounts. These procedures include establishing whether a customer is an agent of another; deriving information concerning the ownership or structure of a company that is a legal entity not publicly traded in the US or other countries; and for trustees, getting data about the trust structure, determining the provider of funds, and discerning who has control over the funds and power to remove the trustee.
End User Verification
The validity of documents used to support the opening of an account is to be confirmed before the account can be finalized. Verification requires layered security, multi-factor authentication, and the satisfaction of other obligations to ensure that your identity has been meaningfully confirmed. Amongst these measures the Company reserves the right to set up local meeting points where a Company representative would perform a face to face identification of the contributors. If a backer is invited to such a meeting point they are obliged to make contact with the Company´s representative and schedule a face-to-face meeting. Failure of doing so can be considered as a breach of these Terms.
Account size and other factors are considered during this process. These methods are examples of verification processes that the Company reserves the right to employ:
- Employing challenge questions to test a TGE participant’s knowledge.
- Ensuring that no inconsistencies exist between TGE participants’ provided identifying information.
- Use of industry standard device identification procedures, such as geolocation checks and “digital fingerprints”.
- Validating identifying information against information provided by trusted third party sources. Trusted third party sources include reporting agencies.
- Validating claimed addresses with copies of bank statements, utility bills, and credit card statements.
- Closing suspicious accounts when TGE participants are unable to furnish sufficient information to confirm identity.
- Requesting notarized copies of birth certificates or businesses’ sealed incorporation documents with an apostille for identification.
- To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our 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 “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your acceptance or use of IRYO, (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.
- Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) IRYO ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO IRYO, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT IRYO ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN IRYO WILL BE CORRECTED; AND © WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT IRYO OR THE DELIVERY MECHANISM FOR IRYO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
N. Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE CREATION, ISSUANCE, DISTRIBUTION, ACCEPTANCE OR USE OF IRYO OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE IRYO, EXCEED THE AMOUNT YOU PAY TO US FOR IRYO.
- THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
- Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
O. Privacy notice
A certain amount of your personal data may have to be provided in order for the Company to validly issue IRYO. The personal data may comprise the data requested in accordance with the KYC/AML process requirements. Such collected data solely serves the purpose of processing the IRYO issuance under these Terms. Moreover, such data is gathered to fulfil relevant legal requirements. Personal information will in no event be communicated or released to third parties, save from the Company’s bank and other financial institutions providing liquidity to the company, if requested, and is to be deleted by the Company after the purpose of the gathering has been met. As the IRYO issuance is submitted only on your demand, the voluntary provision of your data is considered an explicit approval of the subsequent processing of such data.
Any person considering to participate in this TGE is required to inform themselves about, and to observe, any restrictions imposed upon them by any jurisdiction other than the laws of Slovenia in connection with Privacy and immediately inform the Company if such laws set special requirements with regard to privacy issues.
Any person considering to participate in this TGE gives explicit consent to the use of the received data for the following purposes:
- email address might be used for update notifications and for communication;
- other personal data might be used in accordance with the KYC/AML process requirements.
Any person who provided personal data to the Company can demand its deletion by sending an email to: email@example.com.
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Parties and the acts or omissions of third parties. You expressly waive any rights you may have under any relevant law or legal principle that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Q. Dispute Resolution
- All questions concerning the construction, validity, enforcement and interpretation of this Agreement and all issues related to IRYO shall be governed by and construed and enforced in accordance with the laws of Slovenia, without regard to its conflict of law provisions, with exclusive venue for any litigation or other dispute resolution proceeding to be held before the courts of Slovenia.
- To resolve any dispute, controversy or claim between them arising out of or relating to this Agreement, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other Party.
- If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of Slovenian courts to resolve the dispute.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
- This Agreement represents the entire agreement between you and the Company with respect to the subject matter hereof and substitutes and supersedes any and all previous written or oral statements between you and the Company. No provision of the Agreement shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
- The Company may, at its sole discretion, assign its rights and/or delegate its duties under this Agreement. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole discretion, shall be void.
- If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
- Receiving and accepting IRYO from us does not create any form of partnership, joint venture or any other similar relationship between you and us.
- Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
- You may send any questions regarding the use of the Website of IRYO or regarding this Agreement via email to firstname.lastname@example.org.
- You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Accessible at: https://iryo.io/iryo_whitepaper.pdf
Exhibit B - TGE Procedures and Specifications
1. Total Number of IRYO to be distributed
Company will create 300 million IRYO, a certain percentage of which will be distributed during the TGE according to the specifications below.
Notwithstanding any other provision of the Terms, Company reserves the right to issue new tokens up to 1-2% of the created tokens as defined in the preceding paragraph each year.
Number of IRYO allowed for distribution by one party is limited to a minimum of 5 ETH (or EOS equivalent) worth of IRYO in the presale 1 and presale 2 and a minimum of 1 ETH (or EOS equivalent) worth of IRYO in the crowdsale and a maximum of 2.5% of the total hardcap or $650,000 worth of IRYO tokens.
If less than $8 million worth of IRYO are distributed during the maximal duration of the TGE, or any extension thereof, the project is considered to have failed and each TGE participant will have the possibility to initiate the transfer of the respective amount of ETH and/or EOS submitted for IRYO back to the address used to transfer the respective ETH and/or EOS for IRYO.
2. Commencement and Duration of the TGE
After initiation, the TGE will continue until 26 million USD value worth of ETH and/or EOS are received for IRYO sold (a “Completion Condition”).
The TGE will be divided into three phases with respective bonuses (i.e. bonus with respect to the price defined under the next point 3.):
Public pre-sale 1: March 28th 2018 (12:00 UTC) – April 4th 2018 (11.59 UTC) a total of up to 60.000.000 IRYO will be reserved for distribution with a 30 % bonus.
Public pre-sale 2: April 4th 2018 (14:00 UTC) – April 11th 2018 (13.59 UTC) a total of up to 60.000.000 IRYO will be reserved for distribution with a 10 % bonus.
Crowd-sale: April 11th 2018 (14:00 UTC) – April 18th 2018 (13.59 UTC) of a total of 120.000.000 IRYO will be reserved for distribution without any bonus. The exact amount will vary depending on the price of ETH and EOS at the time of the price lock.
In its sole discretion, the Company may amend and alter the TGE calendar and time as well as add or remove TGE phases.
If all IRYO dedicated for a particular phase are sold before the end of that phase, we will automatically move on to the next phase starting on the next day at 14.00 UTC.
3. Pricing for IRYO
Price of one IRYO is approx $0.11 USD in ETH or EOS. The exact price will be determined right before the start of the TGE and will depend on the spot price of ETH/USD at that time.
4. Receiving IRYO and KYC procedure
Anyone who wants to receive IRYO shall register on the Website using their real name and email address and other requested information, as well as have Ether in any wallet. You may only receive IRYO via your account. To receive IRYO you shall send an amount of Ether, which is equal to an amount of IRYO that you would like to receive to the Wallet address of which is specified in the account.
To receive IRYO in the TGE, you’ll need to submit two sets of information:
(1) evidence of Accredited Investor status (for US and Canadian citizens and permanent residents only); and
(2) identity details to pass
(2.1) KYC/AML/CFT (Know Your Customer/Anti-Money Laundering/Countering the Financing of terrorism) checks.
Once this information is processed successfully, we’ll notify you and automatically register you for the TGE.
IRYO will be distributed to TGE participants seven (7) days after the conclusion of the Crowd-sale. This is intended to allow an adequate window for security purposes.
5. IRYO Retained by Company and Founders
The Company will keep the difference between the amount of IRYO created and amount distributed during TGE, which will be no less than 10% (the “Retained IRYO”).
The Company intends to provide some portion of the Retained IRYO to founders and early employees and/or advisors. The Company may decide to distribute some or all of any additional Retained IRYO.
IRYO is not a security of any kind. IRYO is a token for participation and use of the Network and does not confer ownership, equity or profit rights of the Company, the Network or the Iryo Project. IRYO accepted by you hereunder may be transferred by you to any person or entity at any time after the TGE.
7. Use of Means from the TGE
The received means for IRYO are intended to facilitate the provision of support from Company in the Network, which include active developer support, maintenance of a robust user interface, and various customization tools, described more fully in Exhibit A.
A detailed plan of distribution will be announced after the TGE results.
Exhibit C - Certain Risks Relating to IRYO
Important Note: As noted elsewhere in these Terms, IRYO are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
The following is a disclosure of principal risk factors which are considered to be material by the the Company in connection with the exchange of Ether for IRYO in this TGE. You should consider these risk factors alongside all other information provided in this Terms and are advised to consult with their own professional advisers (including their financial, accounting, legal and tax advisers) before deciding to obtain IRYO. In addition, you should be aware that the risks described herein may combine and thus intensify one another. The Company believes that the following risk factors may affect its own business and the future market value of IRYO. Most of these risk factors are contingencies which may or may not occur and the Company is not in a position to predict the likelihood of such contingency occurring. If any of the following risks materializes, the market value of IRYO could be negatively affected and decline, hence you could lose all or part of your investment. If you decide to participate in this TGE without proper consultation of tax, legal and economic advisors, taking into account your personal circumstances, you might not be able to fully assess the tax, legal and economic impact a participation in this TGE could have on you. Insufficient or faulty consultation can lead to unintended or unforeseen tax, legal and economic consequences. The absence of advice from experts such as financial advisors, lawyers and tax consultants can have detrimental consequences for a participant in this TGE. Prospective participants should carefully consider the following risks together with their expert advisers before deciding whether a participation in the TGE is suitable for them or not. The Company is not liable for your loss in connection with erroneous or insufficient consultation or advice provided by third parties. The exchange of virtual currencies (IRYO / Ether) without taking into account the individual circumstances and the financial situation of the participant might have negative consequences. The decision to obtain IRYO should take into account the individual knowledge of the participant. Only freely available capital should be used for a participation in this TGE as a total loss cannot be excluded. IRYO do not provide any rights to the participant or token holder; in particular, you or token holder does not have a right to dividend payments, payments of capital, or any right associated with corporate decision-making. You are limited to warranty and other statutory rights; token holders not having participated in this TGE do not have warranty rights against the Company. Rights of the Participant in this Initial Token Offering are limited to contractual rights based on these Terms, and statutory rights pursuant to Slovenian law. The Company stresses that it assumes statutory warranty obligations only vis-à-vis a participant in the TGE, i.e., not vis-à-vis token holders that have obtained IRYO on the secondary market after the TGE. Many of the risk factors described in this Terms have the potential to severely impede the ability of the Company to conduct its business profitably.
1. Risk of Losing Access to IRYO Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of IRYO stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing IRYO will result in loss of such IRYO. 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 IRYO.
2. Risks Associated with the Ethereum/EOS Protocol
Because IRYO and the Network are based on the Ethereum/EOS protocol, any malfunction, breakdown or abandonment of the Ethereum/EOS protocol may have a material adverse effect on the Network or IRYO. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to IRYO and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum/EOS protocol.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Network or IRYO 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 Network is based on open-source software, there is a risk that a third party or a member of the Company may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and IRYO.
4. Risks Associated with Prediction Markets
Prediction markets are subject to legal and regulatory requirements in certain jurisdictions, which may impact where the Services may be made available, and therefore your ability to use IRYO for the Services.
5. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the IRYO 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 Network and IRYO. 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 Network and IRYO. Regulatory actions could negatively impact the Network and IRYO in various ways, including, for purposes of illustration only, through a determination that IRYO are a regulated financial instrument that require registration or licensing. 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. Furthermore, at the time of this Terms it is unclear whether the Company can establish itself with the Network, since it may fall under the scope of several local regulation, requiring substantial timely effort to comply with. It is therefore not predictable, whether the company could successfully establish the Network on the market.
6. Risks Associated with Updates and Maintenance of the Network
The Network will be updated and may undergo significant changes over time. Although we intend for IRYO and Network to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of IRYO or Network for any number of reasons. This could create the risk that IRYO or Network, as further updated and maintained, may not meet your expectations. Furthermore, despite our good faith efforts to update and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately updated or maintained, which may negatively impact the Network and IRYO.
7. Unanticipated Risks
Cryptographic tokens such as the IRYO are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your acceptance, holding and use of IRYO, including those that the Company cannot reasonably foresee.
8. Sybil & Outsourcing Attacks
Creating multiple (Sybil) identities would theoretically allow for malicious nodes to pretend to store more copies of the same data, but having them stored only once and quickly fetched from the storing location when required to prove they are providing the service. This issue is addressed by establishing a similar mechanism to the Proof-of-Replication introduced in the Filecoin whitepaper applied to graphs, with the consideration that the data in the Network is public by design. With these preconditions in place, encryption is used to prove replication and not used to obscure data - it is up to the data creator to encrypt the input information they require to be obscured before inputting data into the system.
9. The 51% Attack
A 51% attack is usually defined as an ability to control an overwhelmingly large amount (at least 51%) of power in a decentralized system (i.e. hashing power in Ethereum), which then grants the ability to manipulate data. In terms of data integrity in Iryo Network, such an attack is not a problem as for each graph it is deterministically verifiable that the data hasn’t been changed by comparing the hash extracted from the DH node with the cryptographic fingerprints in the blockchain layer. Additionally, DH nodes are incentivized to store in its proper form in order to be able to prove storage and receive compensation. If a node fails to provide proof of retrievability / replication, it can be easily substituted by another node in the system by the data creator.
10. Byzantine faults
Byzantine faults are defined as faults caused by nodes to deliver supply chain graph data either by being unavailable or having an incorrect data response. An incorrect response is defined as a response that cannot be validated by an appropriate hash fingerprint on the blockchain layer of the Network. Because of the data governance consensus of replicating the graph data in data holder nodes (where is the number of distinct supply chain data creator nodes), the probability of failure to deliver the requested data significantly diminishes with the number of involved nodes in the exchange. When a DH node fails to deliver service for a required period of time, the data distribution protocol is used to find a new candidate node and replicate the data to keep the required number of copies on the network.
11. Eclipse attacks
Isolating a node or a multitude of them from the network by having all outbound connections reach malicious nodes is called the eclipse attack. This is addressed by using public key hashes as node IDs in Kademlia. To eclipse a node on the network the attacker has to generate key pairs that position themselves closer in Kademlia to the targeted node than its nearest non-malicious neighbor, as well as maintaining that position when new nodes join with closer IDs. This problem grows in complexity as more nodes are introduced to the network and essentially presents a form of proof-of-work problem.
12. Hostage data attacks
A malicious node might refuse to deliver certain graph data in order to extort data owners for additional tokens. This possibility is mitigated by replicating graph data across a multitude of nodes.
13. Risk of an unfavorable fluctuation of Ethereum, EOS and other currency value
The amount of Ether and EOS received in this TGE will be a main source of income as defined in these Terms. In the past, Ether and EOS have experienced high market value fluctuations. If the market value for Ether and/or EOS drops, this might negatively influence the Company´s business. In this TGE, the Company exchanges IRYO for Ether and/or EOS. Ether and EOS are virtual currencies that have historically been subject to high market value fluctuations. The future exchange rates for Ether and /or EOS cannot reliably be predicted. Should the market value of Ether and /or EOS subsequently drop significantly, this could have a material negative impact on the financial situation of the Company. This, in turn, could severely impede the Company’s ability to fulfill its goals as defined in these Terms and therefore have a severe negative influence on the market value of IRYO.
14. Regulatory risks
Future regulation on virtual currencies or tokens in Slovenia and the European Union may have a negative impact on the Company and IRYO. Burdensome regulation might have a significant negative impact on the market value of IRYO.
Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C and other risks stressed in these Terms.