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TERMS & CONDITIONS OF ICO SYNDICATE Ltd.

Revision 2

PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY. BY ACCEPTING THESE T&Cs, YOU ENTER INTO A BINDING AGREEMENT WITH ICO SYNDICATE Ltd. THESE T&Cs CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS.

Preamble

ICO Syndicate Ltd. is a company incorporated and registered in Belize with registration number 169,739 (“ICO Syndicate“) that develops and operates the ICO Syndicate Services designed for professionals in trading of tokens and cryptocurrency. References in these T&Cs to “ICO Syndicate” “Company”, “we”, “our” or “us” mean ICO Syndicate and its respective successors in interests and assigns. References in these T&Cs to “Member”, “your” or “you” are to the person/entity who accepts these T&Cs. You, and the Company are together referred to as the “Parties” and references to a “Party” are to the relevant one of them as the context requires.

Save as otherwise set out in these T&Cs, these T&Cs (including any terms incorporated herein by reference) govern the conditions under which the Member uses the ICO Syndicate Services.


Defintions

Services: The services provided by ICO Syndicate to the Members consisting of i) development and operation of ICO Syndicate Information channels ii) distribution of Offers and related information via the Information channels to the Members and iii) linking to smart contracts for the purchase of Partner ICO tokens.

Information channels: Website www.icosyndicate.org, Member Account, Informational e-mails, Group chat “ICO Syndicate” on instant messaging software Telegram.

Relevant person: The individual, entity, or company who is a professional in tokens and virtual currencies (“VCs”) trading with all requisite power and authority to enter into these T&Cs, to use the Services and to carry out and perform the obligations under these Terms.

Member: The Relevant person who has signed up for receiving ICO Syndicate Informational e-mails.

Member Account: The account on the Website the Member may be provided in order to improve the experience of the use of the Services or to use the Services.

Informational e-mails: E-mails the ICO Syndicate sends to the members. Informational e-mails include Offers and news and information about the ICO Syndicate.

Offer: The option to purchase the Partner ICO’s tokens in a limited time window either directly from Partner ICO or via smart contract operated by ICO Syndicate or by third party. The purchase may or may not be with a discount.

Partner ICO: Subject raising funds by selling tokens which may or may not pay a commission to ICO Syndicate for the amount of cryptocurrency (cryptocurrency is also referred to as “VCs“) or tokens raised from the Members.

Smart Contract: The “token contract” (as such term is used in the Ethereum documentation) script and public key implemented using Ethereum pursuant to the ERC20 token standard, ERC 223 token standard or other standard and which is used for the control and administration of token purchases and other transfer of tokens.

YOU AND THE ICO SYNDICATE HEREBY AGREE AS FOLLOWS:

1. Membership

Any activity to which these T&Cs relates is available only to Relevant persons who meet requirements set by these T&Cs. This document must not be acted on or relied on by persons who are not Relevant persons and meet these T&Cs requirements.

By accepting these T&Cs the person agrees to:

• Complying and adhering to provisions of these T&Cs, as well as national and local laws and regulations applicable to your use of the Services.

• Becoming the Member as defined in the Preamble of these T&Cs and receiving the Informational e-mails from ICO Syndicate.

By accepting these T&Cs you declare:

• Reading and understanding these T&Cs, and having the opportunity to take a professional advice as that you think fit in connection with the T&Cs. Should you not agree to all of the terms and conditions included in these T&Cs, you are not an authorized to use the Services.

• Being the Relevant person as specified in the Definitions of these T&Cs.

• Having significant experience with, and understanding of, the usage and intricacies of blockchain tokens, including Ethereum tokens, and blockchain based software systems and understanding its risks listed in but not limited to Art. IV of this T&Cs.

• Understanding global regulatory and legal uncertainty of cryptocurrency and token purchases and ICOs and its risks listed in but not limited to Art. IV of this T&Cs.

• Being a professional in the field of cryptocurrencies and token trading and blockchain based software systems and meeting all legal requirements for cryptocurrencies and token trading including, if applicable, membership in a professional body, education, qualification and following the prescribed professional code of conduct.

• Not trading in the field of cryptocurrencies and tokens as a consumer.

Not being a citizen or green card holder of, and person domiciled in United States of America.

Not being a citizen of, and person domiciled in the People’s Republic of China, Japan, Republic of Korea and Canada.

• By accepting these T&Cs the you agree that your membership can be ceased immediately and without prior notice and that such termination may lead to blocking, deletion and limitation of your access to content, materials, information and files uploaded, shared, submitted and made available in association with your Member Account, as well as access to the Services

2. Use of Website and Services

• The ICO Syndicate does not lead the Members to token purchase but provides the Members with the Offers via Informational channels. The Offers are not to be interpreted as investment advice or advice of any kind and are available only to Relevant persons who meet requirements set by these T&Cs.

• The ICO Syndicate assists its Members with the token purchase by providing them the necessary information required for the purchase of tokens.

• You acknowledge that you are responsible for any actions performed under your Member Account and you shall log off each time at the end of the session and that ICO Syndicate shall bear no liability for any harm, loss or Damage resulting from your failure to comply with these requirements.

The Member is obliged to:

• continuously verify whether or not is the Relevant Person

• continuously monitor and evaluate applicable laws, regulations, opinions, decisions, injunctions, actions or investigations by regulators and lawmakers regarding the Services and verify whether or not is allowed to use Services especially receive the Informational emails and to access the Website under applicable laws and regulations

• cease the membership immediately and inform the ICO Syndicate if the Member does not meet these T&Cs requirements

• use all the information from the Information channels in solely a manner consistent with their purpose and functionality

• keep the password to the Member Account in secrecy

The Member shall not misuse the Services and/or cause any harm. In particular the Member is prohibited to use the Services to:

• disseminate or otherwise make available any offers to purchase tokens or VCs to other Members

• disseminate or otherwise make available any information or material or engage in or encourage any conduct that is unlawful or otherwise legally objectionable

• violate these T&Cs, any applicable laws or legal rights of other Members and their use of the Services or inhibit other users from using the Services

• create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group

• make available to other Members and/or ICO Syndicate any false or misleading or deceiving content or information (including, without limitation, creating a false identity)

• disclose any content of the Informational e-mails to any third party especially the information about or related to the Offer

• gain unauthorized access to any other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means

• harvest or otherwise collect, whether aggregated or otherwise, data about others including e-mail addresses and/or distribute or sell such data in any manner

• collect and store personal data, private and personally identifiable information without express consent and authorization of the holder

3. Token Purchase

The purchase of tokens by Members from Partner ICOs is governed by the T&Cs of each respective Partner ICO. This T&Cs do not govern any transactions between the Member and the Partner ICO. Any Member's interaction with any Partner ICO is solely between such Member and such Partner ICO and ICO Syndicate is not responsible or liable in any manner for such interactions.

Any token purchases should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of blockchain tokens, including Ethereum tokens, and blockchain based software systems. If you are not the Relevant person and if you do not have such experience or expertise, then you are not supposed to participate in the purchase of any Partner ICO's tokens.

Before any purchase of any token it is necessary to do an extensive research consisting of, but not limited to: 

• Reviewing the ICO web page and the information it contains in with the extra care

• Reading through the ICO whitepaper, token purchase agreement and T&Cs

• Reviewing the ICO team members

• Reviewing all the information available about the ICO and its team, including information in business registers

• Contacting the ICO team members and advisors

Satisfying the requirements mentioned in these T&Cs does not automatically constitute fulfillment of T&Cs of any Partner ICO.

 You becoming a Member is deemed to be your undertaking that you satisfy the requirements mentioned in these T&Cs and that you understand that trading with VCs and tokens is connected with Risks listed but no limited to in the Art. 4.

 Due to global regulatory and legal uncertainty of cryptocurrency and token purchases and its prohibition in certain legal environments ICO Syndicate addresses:

 

Persons domiciled in European union

The European Securities and Markets Authority (ESMA), the European Banking Authority (EBA) and the European Insurance and Occupational Pensions Authority (EIOPA) (hereafter referred to as ‘the three ESAs’) are warning consumers on the high risks of buying and/or holding so-called Virtual Currencies (VCs). According to above mentioned authorities the purchase of any cryptocurrency is extremely risky and highly speculative. If you buy VCs, you should be aware that there is a high risk that you will lose a large amount, or even all, of the money invested. When buying VCs, or financial products giving consumers direct exposure to VCs, you are exposed to a number of risks as stated in Art. 1.5 of these T&Cs.

 

Citizens and green card holders of, and persons domiciled in USA

Not to participate in token purchase of Partner ICO and not to provide false or inaccurate information about their citizenship, residency and/or nationality.

 

Citizens of, and persons domiciled in China

Not to participate in token purchase of Partner ICO and not to provide false or inaccurate information about their citizenship, residency and/or nationality.

 

Citizens of, and persons domiciled in Japan

Not to participate in token purchase of Partner ICO and not to provide false or inaccurate information about their citizenship, residency and/or nationality.

 

Citizens of, and persons domiciled in South Korea

Not to participate in token purchase of Partner ICO and not to provide false or inaccurate information about their citizenship, residency and/or nationality.

 

Citizens of, and persons domiciled in Canada

Not to participate in token purchase of Partner ICO and not to provide false or inaccurate information about their citizenship, residency and/or nationality.

 

4. Risks

 The purchase of tokens from ICOs is connected with various risks some of which are listed hereunder. This list is provided for information purpose only and do not constitute legal advice.

 BLOCKCHAIN AND SOFTWARE RISKS

Risk of software weaknesses in the Ethereum network or any other blockchain – any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse to token purchases. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to any purchased token. The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process of purchasing tokens will be uninterrupted or error-free and why there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions.

Internet transmission risks – there are risks associated with using the blockchain technologies including, but not limited to, the failure of hardware, software, and Internet connections, or other technologies on technology relies. ICOs in general are not responsible for, and have no liability in respect of, any communication failures, disruptions, errors, distortions or delays you may experience when using blockchain technologies.

Operational disruptions – Some VC exchanges have suffered severe operational problems, such as trading disruptions. During these disruptions, consumers have been unable to buy and sell VCs at the moment they intended to and have suffered losses due to the price fluctuation of VCs held during the period of disruption.

 SECURITY RISKS

Losing access to tokens due to loss of private key(s), custodial error or your error – most of tokens can only be accessed by using an Ethereum Wallet with a combination of the contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained tokens associated with your Ethereum Wallet may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum Wallet, may be able to misappropriate your tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your tokens.

Ethereum mining attacks – as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and rare condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of token transactions, and expected proper execution and sequencing of contract computations.

Incompatible wallet service – the wallet or wallet service provider used to receive tokens usually must to conform to the token requested standard in order to be technically compatible. The failure to ensure such conformity may have the result that you will not gain access to your tokens.

Risk of theft – the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or tokens.

Risk of uninsured losses – unlike bank accounts or accounts at some other financial institutions, ICO tokens usually 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 us, to offer recourse to you.

 RISKS CONNECTED TO THE VALUE OF TOKENS

Lack of price transparency – The price formation of tokens and VCs is often not transparent. There is therefore a high risk that you will not receive a fair and accurate price when buying or selling VCs and tokens.

No value, extreme volatility and bubble risk – the tokens may have no value and there is no guarantee or representation of liquidity for the tokens. ICOs in general are not and shall not be responsible for or liable for the market value of the tokens, the transferability and/or liquidity of the tokens and/or the availability of any market for the tokens through third parties or otherwise. Most VCs and tokens are subject to extreme price volatility and have shown clear signs of a pricing bubble. If you decide to buy VCs or financial products with VCs as underlying, you should be aware that you could lose a large amount, or even all, of the money invested.

Non-RefundabilityICOs in general are not obliged to provide the token holders with a refund related to the tokens for any reason, and the token holders in general will not receive money or other compensation in lieu of the refund. No promises of future performance or price are usually made in respect to the tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the token holder.

Lack of Development of market for tokens – as there has been no prior public trading market for the tokens, the token sale may not result in an active or liquid market for the tokens, and their price may be highly volatile. Although applications have been made to the cryptographic token exchanges for the tokens to be admitted to trading, an active public market may not develop or be sustained after the token sale. If a liquid trading market for the tokens does not develop, the price of the tokens may become more volatile and token holder may be unable to sell or otherwise transact in the tokens anytime.

Unsuitability of VCs for most purposes, including investment or retirement planning – The high volatility of VCs, the uncertainty about their future and the unreliability of the VC exchange platforms and wallet providers makes VCs unsuitable for most consumers, including those with a short-term investment horizon, and especially those pursuing long-term goals like saving for retirement.

REGULATORY AND GOVERNMENTAL RISKS

Absence of protection – Despite EU anti-money laundering applicable to wallet providers and VCs exchange platforms, VCs remain unregulated under EU law. Similarly, exchanges where VCs are traded, and digital wallets used to hold, store and transfer VCs are unregulated under EU law, too. This means, that if you buy or hold VCs, you will not benefit from the guarantees and safeguards associated with regulated financial services. For example, if a VC exchange platform or a digital wallet provider fails, goes out of business, or is subject to a cyber-attack, funds embezzlement or asset forfeiture as a result of law enforcement actions, EU law does not offer any specific legal protection that would cover you from losses or any guarantee that you will regain access to your VCs holdings. These risks have already materialized on numerous occasions around the world.

Uncertain Regulatory Framework – The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the tokens in various ways, including, for example, through a determination that the tokens are regulated financial instruments that require registration.

Risk of Government ActionThe industry in which ICOs operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of ICOs and/or pursue enforcement actions against them. All of this may subject ICOs to judgments, settlements, fines or penalties, or cause ICOs to restructure their operations and activities or to cease offering certain products or services, all of which could harm ICO's reputation or lead to higher operational costs, which may in turn have a material adverse effect on the tokens and its value.

Unlawful or Arbitrary Government ActionGovernmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary a law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Federal and local government entities have also used common defects in matters surrounding the token sale as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes.

OTHER RISKS

Unanticipated risks – cryptocurrencies, tokens and blockchains, including Ethereum, are new and untested technologies. In addition to the risks highlighted in this T&Cs, there are risks that we cannot foresee, and there are risks that no one has foreseen. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this section of the T&Cs.

Lack of exit options – If you decide to buy VCs, you are at risk of not being able to trade your VCs or to exchange them for traditional currencies, such as the Euro, for a long period of time. You may therefore suffer losses in the process.

Misleading information – The information made available to individuals wishing to buy VCs, where such information is at all provided, is in most cases incomplete, difficult to understand, does not properly disclose the risks of VCs and may therefore be misleading.

 

5. Limitation of liability and Warranties

 ICO Syndicate is not liable for loss or damage suffered arising from Member's use of Services especially use of the information on the Website and in the Informational e-mails. ICO Syndicate makes no warranties with respect to the content, information, data, availability, uninterrupted access, Services, or products provided through or in connection with the Services. In no event will the ICO Syndicate be responsible or liable for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) regardless of whether the ICO Syndicate have been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out of or in connection with the use of Services or the Website

ICO Syndicate is not responsible for any of the content on third party websites linked to the Website, Informational e-mails and Telegram account nor can it be assumed that ICO Syndicate has reviewed or approved of such websites or their content, nor does ICO Syndicate warrants that the links to these websites work or are up to date.

ICO Syndicate makes no warranties of non-infringement

ICO Syndicate makes no warranties of any kind regarding content of Partner ICOs and other Members, including, without limitation, its accuracy, validity, legality, copyright compliance, or decency.

ICO Syndicate makes no warranties that the Website will be compatible with your computer or other electronic equipment

 

6. Taxation

You are solely responsible for determining whether your contribution to any ICO, the creation, ownership, use, sale, transfer or liquidation of any tokens, the potential appreciation or depreciation in the value of purchased tokens over time (if any), the allocation of any tokens and/or any other action or transaction contemplated by these T&Cs or by respective ICO's Terms and Conditions will give rise to any tax implications on your part.

You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax.

 

7. Recent regulatory actions

As mentioned above, ICO Syndicate Services and ICOs operations may be impacted by future restrictive laws, regulations, opinions, decisions, injunctions, actions or investigations by national regulators and lawmakers. Some regulators have already initiated formal or informal proceedings related to the regulation of ICOs and tokens, some of which are listed hereunder. This list is provided for information purpose only and do not constitute legal advice.

The United States Securities and Exchange Commission (SEC) issued (i) a report dated July 25, 2017 stating that tokens offered by the company The DAO were securities within the meaning of the 1933 Securities Act, and (ii) an “investor bulletin” informing potential investors on ICOs.

The United Kingdom Financial Conduct Authority (FCA) issued a statement on September 12th, 2017 warning potential investors about the risks associated with ICOs.

The Canadian Securities Administrators (CSA) issued a “staff notice” dated August 24th, 2017 in which it states that ICOs might be governed by Canadian securities laws (knowing that tokens would, however, not always constitute securities for the purpose of such laws) or by Canadian derivative laws (if the products issued qualify as derivatives).

The Israel Securities Authority (ISA) published a statement dated August 30th, 2017 announcing that it would organize a committee to study the applicability of securities law to ICOs.

The People’s Bank of China, together with other Chinese regulators, issued a statement dated September 4th, 2017 prohibiting token fundraising transactions. Companies that have already launched an ICO are required to refund the tokens issued.

The Monetary Authority of Singapore (MAS) released a statement dated August 1st, 2017 concluding that some tokens might be qualified as securities within the meaning of the Singaporean Securities and Futures Act.

The Securities and Futures Commission (SFC) of Hong Kong made a declaration on September 5th, 2017 in which it stated that tokens may qualify as securities under the Securities and Futures Ordinance.

The Financial Supervisory Commission (FSC) of South Korea declared, on September 3rd, 2017, that it established a “joint task force meeting” to discuss crypto-currencies regulatory framework.

The Financial Market Supervisory Authority (FINMA) of Switzerland, in a press release dated September 29th, 2017, announced it was investigating various ICOs. The FINMA specified, in Guidance 04/2017 published on the same day, that ICOs are susceptible, depending on their structuring, to be governed by (i) AML/KYC regulations (ii) banking monopoly provisions (iii) securities and derivatives trading regulations and (iv) collective investment schemes regulations. As mentioned by the FINMA, “due to the close proximity in some areas of ICOs and token- generating events with transactions in conventional financial markets, the likelihood arises that the scope of the application of at least one of the financial market laws may encompass certain types of ICO model”.

The Australian Securities and Investments Commission (ASIC) recently published the Information Sheet 225 as guidance about the potential application of the 2001 Corporations Act to businesses conducting ICOs. According to this document, an ICO, depending on how it’s structured, could be qualified as a managed investment scheme, as a public offer and/or as an offer of derivatives.

Abu Dhabi’s Finical Services Regulatory Authority (FSRA) released guidelines on crypto currencies and ICOs dated October 8th, 2017, in which it specified that (i) existing KYC would be applicable to ICOs and (ii) some tokens, on a case-by-case basis and depending on how they are structured, may be classified as securities while others may be classified as commodities.

The French Financial Markets Authority (AMF) launched on October 26th, 2017, (i) an ICO assistance and research program dubbed “UNICORN” to provide issuers with a framework for their ICO and to explore potential future regulatory actions, and (ii) a public consultation on ICOs, in which three regulatory options are presented: issuing guidelines on ICOs without changing the existing regulations, placing ICOs under the regime applicable to public offers of securities, or enacting a new, specific regulation for ICOs.

The Japanese Financial Services Agency (FSA) published an investor alert on October 27th, 2017 underlying the “high risks” associated with ICOs (i.e. token volatility and likelihood of fraud) and warning issuers and investors that ICOs, depending on how they are structured, may fall within the scope of the Japanese Payment Services Act and/or of the Japanese Financial Instruments and Exchange Act.

New Zealand Financial markets Authority (FMA) published a statement dated October 25th, 2017 on ICOs, explaining that the specific characteristics and economic substance of an ICO will determine if the token should be classified as a financial product. More importantly, the FMA specified that “all tokens or cryptocurrencies are securities under the FMC Act – even those that are not financial products”.

 

8. Final Provisions & Applicable law

This T&Cs will be governed by and construed and enforced in accordance with the laws of the Belize, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Should any provision of this T&Cs, or any provision incorporated into this T&Cs in the future, be or become illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions of this T&Cs shall not be affected thereby.

ICO Syndicate is entitled to alter as well as cease maintenance, updating and correction of errors with respect to any functionality of the Services, including, but not limited to, terminate the Services without any prior notice.

If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these T&Cs on such entity’s behalf and that such entity will be responsible for breach of these T&Cs by you or any other employee or agent of such entity.

ICO Syndicate reserves the right to change, modify, add, or remove portions of this T&Cs for any reason at any time by posting the amended T&Cs on the Website. In such a case the Member is obliged to accept the amended T&Cs or immediately cease accessing or using the Services.