Terms and Condition
Read Carefully The following Terms and
Conditions (“Terms”) govern your (“you” or the “Purchaser”) purchase of
cryptographic tokens (“KOP”) from Ultic Limited, an exempted company
registered in the United Kingdom (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 KOP token sale. IF YOU DO NOT AGREE TO THESE TERMS,
DO NOT PURCHASE KOP FROM THE COMPANY. BY PURCHASING KOP token 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 legal@kjoper.info. By purchasing KOP, 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 “Kjøper
Team”) liable for any losses or any special, incidental, or
consequential damages arising from, or in any way connected, to the sale
of KOP, including losses associated with the terms set forth below. DO
NOT PURCHASE KOP IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC
TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING KOP,
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 KOP. PURCHASES OF KOP SHOULD BE UNDERTAKEN
ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT
EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF
CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED
SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF
STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC
TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF KOP
DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS
OF BTC, ETH, KOP OR OTHER CRYPTO, FIAT RESULTING FROM ACTIONS TAKEN BY,
OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR
EXPERTISE, THEN YOU SHOULD NOT PURCHASE KOP OR PARTICIPATE IN THE SALE
OF KOP. YOUR PARTICIPATION IN KOP 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 KOP TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS: 1. Conditions to KOP token sale YOU
MAY NOT MAKE A ACQUIRE A KOP TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX
OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR A
CITIZEN OR RESIDENT OF THE REPUBLIC OF SOUTH AFRICA, ETHIOPIA, IRAN,
IRAQ, KOREA, LIBYA, MALAYSIA, SOMALIA, SOUTH SUDAN, SUDAN, SIRI LANKA,
SYRIA, TUNISIA, YEMEN, VENEZUELA AND TRINIDAD AND TOBAGO. When
you purchase, or otherwise receive, a KOP 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 KOP tokens: KOP
is required for proper operation and comprehensive utilization of
company (as defined in the white paper (the “White Paper”) provided at
https://kjoper.info (the “Website”) as of the date the Purchaser
acquires KOP token). After the KOP sale, each KOP is backed by the
purchase of the underlying assets, as described in the White Paper. To
the extent they do not contradict these Terms, the rights connected to
KOP are subject to the limitations set out in the White Paper, but this
should in no case create obligations for the Company in addition to the
ones contained in these Terms. The Company reserves the right to
circumvent the algorithm used to select the underlying assets if it
believes, in its sole discretion, that such selected underlying assets
could adversely affect the Company or KOP from a regulatory or legal
perspective. The Company shall have the right to sell any such
underlying assets (if already part of KOP portfolio) and block their
acquisition. The maximum total amount of KOP to be issued
is 360,000,000. No more KOPs will be issued after the end of the KOP
sale, as described in the preceding paragraph. Ownership of KOP during
the KOP token sale carries no rights express or implied. Purchases of
KOP are non-refundable. 3. KOP Price Purchasers
in the KOP token sale will be allocated their KOP tokens in exchange
for BTC, ETH, BSC, EUR and USD at the following rate: Purchaser must have a BSC wallet that supports the BEP-20 token standard in order to receive any KOP purchased from the Company. 4. After the KOP Token Sale The Purchasers should have no expectation of influence over governance of the Company. Upon the conclusion of a successful KOP sale, the digital assets backing each KOP token will be transparently purchased. The
Company will provide you with an official and regular audit conducted
on the existence of the digital assets backing each KOP token. Through
this audit, you can track and confirm that the digital assets backing
your KOP have been received and acquired. Access to the audit results
does not constitute a KOP purchase receipt or indicate in any way that
the party possessing such access has rights to or ownership of the
purchased KOP tokens. Prior to a Purchaser selling KOP after the
KOP token sale completion, such Purchaser shall ensure that the buyer of
any such KOP undertakes to comply with all the provisions of these
Terms as if such person were a Purchaser in the KOP token sale. 5. The Company Will Not Purchase KOP during the KOP Sale The
Company warrants that neither it nor its shareholders will purchase KOP
during the KOP sale. Furthermore, the Company warrants that neither it
nor its shareholders will purchase KOP from any third party during the
period of the KOP sale. 6. All purchases of KOP are final ALL
PURCHASES OF KOP ARE FINAL. PURCHASES OF KOP ARE NON-REFUNDABLE. BY
PURCHASING KOP, 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 KOP CREATES MATERIAL
REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY
AND/OR KOP, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL KOP FROM SUCH
KOP OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL
CRYPTOCURRENCY ASSETS OF THE COMPANY. 7. Taxation of KOP and Taxation Related to the Token Sale The
Purchaser bears the sole responsibility to determine if the purchase of
KOP with BTC, LTC, ETH or the potential appreciation or depreciation in
the value of KOP over time has tax implications for the Purchaser in
the Purchaser’s home jurisdiction. By purchasing KOP, and to the extent
permitted by law, the Purchaser agrees not to hold any of the Company,
its affiliates, shareholders, director, or advisors liable for any tax
liability associated with or arising from the purchase of KOP. 8. Privacy 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. 9. User Accounts The
Purchasers are responsible for keeping account secure while using
Service. Company offer tools such as two-factor authentication to help
maintain Purchasers account’s security, but the content of Purchasers
account and its security are up to Purchasers. Purchasers are
responsible for all activity that occurs under account (even when the
activity is done by others who have accounts under Purchasers account). Purchasers
are responsible for maintaining the security of their account and
password. Kjøper cannot and will not be liable for any loss or damage
from your failure to comply with this security obligation. Purchasers
will promptly notify Kjøper if you become aware of any unauthorized use
of, or access to, company service through Purchasers account, including
any unauthorized use of Purchasers password or account. 10. Force Majeure The Kjøper Team is not liable for failure to perform solely caused by: THE
PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED
BY ANY 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, KOP OR (ii) THE KJØPER 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 KJØPER
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, KOP, OR ARISING OUT OF ANY
INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO KOP. THE
PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE KJØPER TEAM IS NOT
LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF
KOP, AND THAT THE RISK OF PURCHASING AND USING KOP RESTS ENTIRELY WITH
THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO
CIRCUMSTANCES WILL ANY OF THE KOP TEAM BE LIABLE TO ANY PURCHASER FOR
MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE
PURCHASE OF KOP. 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 KJØPER TEAM. 12. Complete Agreement These
Terms set forth the entire understanding between the Purchaser and the
Company with respect to the purchase and sale of KOP. 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 KOP and supersede any public statements about the KOP
token sale made by third parties or by the KJØPER Team or individuals
associated with any of the KJØPER Team, past and present and during the
KJØPER token sale. 13. Severability 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. 14. No Waiver 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 Kjøper Team shall
be deemed a modification of these Terms nor be legally binding. 15. Updates to the Terms 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 KOP. The Terms may not be
otherwise amended except by express consent of both the Purchaser and
the Company. 16. Cooperation with Legal Authorities 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. 17. Indemnification To
the fullest extent permitted by applicable law, you will indemnify,
defend and hold harmless the Kjøper Team from and against all claims,
demands, actions, damages, losses, costs and expenses (including
attorneys’ fees) that arise from or relate to: (i) your purchase or use
of KOP; (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 defines, 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. 18. Security You
are responsible for implementing reasonable measures for securing the
wallet, vault, or other storage mechanism you use to receive and hold
KOP purchased from the Company, 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 Tokens. The Company is not responsible for any losses,
costs or expenses relating to lost access credentials. 19. Language Currently,
only English versions of any KJØPER’s communications is considered
official. The English version shall prevail in case of differences in
translation. 20. Governing Law The
Terms, the arbitration clause contained in them, and all
non-contractual obligations arising in any way whatsoever out of or in
connection with these Terms are governed by, construed, and take effect
in accordance with English law. 21. Risks By purchasing, owning, and using KOP, you expressly acknowledge and assume the following risks: 22. Risk of Losing Access to KOP Due to Loss of Private Key(s), Custodial Error or Purchaser Error A
private key, or a combination of private keys, is necessary to control
and dispose of KOP stored in your digital wallet or vault. Accordingly,
loss of requisite private key(s) associated with your digital wallet or
vault storing KOP will result in loss of such KOP. 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 KOP. Any errors or malfunctions caused by or
otherwise related to the digital wallet or vault you choose to receive
and store KOP in, including your own failure to properly maintain or use
such digital wallet or vault, may also result in the loss of your KOP.
Additionally, your failure to follow precisely the procedures set forth
in for buying and receiving Tokens, including, for instance, if you
provide the wrong address for the receiving KOP, or provides an address
that is not BEP-20 compatible, may result in the loss of your Tokens. 23. Risks Associated with the BSC Network Protocol Because
KOP and the Kjøper platform are based on the BSC protocol, any
malfunction, breakdown or abandonment of the BSC Network protocol may
have a material adverse effect on the platform or KOP. Moreover,
advances in cryptography, or technical advances such as the development
of quantum computing, could present risks to the KOP and the platform,
including the utility of the KOP for obtaining services, by rendering
ineffective the cryptographic consensus mechanism that underpins the BSC
Network protocol. 24. Risk of Mining Attacks As
with other decentralized cryptographic tokens based on the BSC Network
protocol, KOP are susceptible to attacks by miners in the course of
validating KOP transactions on the BSC 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 KOP, including, but not limited to, accurate execution and
recording of transactions involving KOP. 25. Risk of Hacking and Security Weaknesses Hackers
or other malicious groups or organizations may attempt to interfere
with the platform or KOP 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 KOP, including
the utility of KOP for obtaining services. 26. Risks Associated with Markets for KOP If
secondary trading of 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 KOP (e.g., as denominated in a digital or
fiat currency), such value may be extremely volatile. 27. Risk of Uninsured Losses Unlike
bank accounts or accounts at some other financial institutions, KOP 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. 28. Risks Associated with Uncertain Regulations and Enforcement Actions The
regulatory status of KOP 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 KJØPER platform
and KOP. 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 platform and KOP. Regulatory actions could negatively impact the
platform and KOP in various ways, including, for purposes of
illustration only, through a determination that the purchase, sale, and
delivery of KOP constitutes unlawful activity or that KOP 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. 29. Risks Arising from Taxation The
tax characterization of KOP is uncertain. You must seek your own tax
advice in connection with purchasing KOP, which may result in adverse
tax consequences to you, including withholding taxes, income taxes and
tax reporting requirements. 30. Risk of Competing platforms 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
KJØPER services. 31. Risks Arising from Lack of Governance Rights Because
KOP confer no governance rights of any kind with respect to the KJØPER
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 utility of any KOP you own, including their
utility for obtaining services. 32. Unanticipated Risks Cryptographic
tokens such as KOP are a new and untested technology. In addition to
the risks included in these 22 parts of these Terms, there are other
risks associated with your purchase, possession and use of KOP,
including unanticipated risks. Such risks may further materialize as
unanticipated variations or combinations of the risks discussed in this
22 parts of these Terms.