WHEREAS, Date Me Now LTD ("the Company"), located at Kemp House, 152-160 City Road, London EC1V2NX, is a DMX token issuer and provider of various dating and relationship services under the brand name "DateMe.io" (hereinafter - "DateMe.io", "we", "us"); WHEREAS, you ("you" or the "User") are an individual or entity that uses DMX token; WHEREAS, www.DateMe.io (the "Website") is the official website of DateMe.io; NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby stipulate, agree and enter into the agreement (the "Agreement") as follows:
a) Account – online account created by the user at the Website.
b) Blockchain – type of distributed ledger, comprised of unchangeable, digitally recorded, data in packages called blocks.
c) DATEME or DMX – virtual tokens created by DateMe.io and known as DMX tokens or DMX tokens.
d) Cryptocurrency - is a digital asset designed to work as a medium of exchange using cryptography to secure the transactions and to control the creation of additional units of the token.
e) Ethereum – an open blockchain platform at www.ethereum.org.
f) Ether – is the name of the cryptocurrency used within Ethereum.
g) Token Sale – a restricted initial coin offering by DateMe.io to eligible Users regarding purchase of DMX.
h) Services – any services provided by DateMe.io and/or its affiliates, including the services available to registered Users on the Website.
i) Smart Contract - means the Ethereum smart contract.
j) Wallet – any type of wallet used for storage of cryptocurrencies.
k) Whitepaper – the document located at the Website containing the Token Sale conditions and describing DateMe.io's project and business model.
1.1 These terms outline the details on the DMX Token Sales by the DateMe.io project will be used, and to the terms both the Token seller as well as its participants and/or buyers are bound to. Every effort has been made to spell out a clear and transparent summary of what is contained in the legal terms. If you have any questions, do not hesitate to contact the DateMe.io team using the contact form on the home page. This summary may be subject to change. The legal terms can be found below.
1.2 For purposes of this Agreement, DMX is implemented on the public Ethereum blockchain (the "Ethereum Platform") as an ERC20 token, and intended for use in everyday digital services. DMX are intended to be used for all transactions within DateMe.io ecosystem comprised of digital services that participate in the right and opportunity to innovate and compete for compensation in the form of DMX (the "DateMe.io Ecosystem"). Date Me Now LTD will act as the governance body for the DateMe.io Ecosystem.
1.3 Unless otherwise stated herein, these Terms govern purchase of DMX from the Company during sale token sale. Any payment received by the Company after the end of the Sale Period will be accepted only if it was originated during the Sale Period. Company may request to provide evidence of payment from Purchaser. No payment will be accepted when the Hard Cap is reached.
1.4 DMX tokens shall be distributed as provided in White Paper.
1.5 Funds collected from the Token Sale shall be distributed as provided in White Paper.
1.6 Any use of DMX will be governed primarily by other applicable terms and policies, [which will be available on the Site or affiliated sites upon the distribution of the DMX] (collectively, "DateMe.io Terms of Service"). The DateMe.io Terms of Service may change from time to time at the Company's sole discretion with the amended DateMe.io Terms of Service posted instead of the previous version.
2.1 You expressly agree that any claim or dispute arising from your use of our website and/or our services will be governed by the laws of UK without regard to the conflict of law provisions thereof. You further agree that any such claims or disputes shall be resolved in UK courts, and you agree to be subject to the personal jurisdiction in, and the exclusive venue of, such courts and waive any objection to such jurisdiction and venue for the purpose of litigating any such claim or dispute.
2.2 Any disagreements or disputes of the User and DateMe.io, arising from this Agreement, shall be settled by negotiations between the User and DateMe.io. In case of failure to reach an agreement in 30 (thirty) days, any disputes, disagreements or claims, arising from this Agreement or related to it, its breach, dissolution or validity, that have not been solved by the User and DateMe.io, shall be settled in the competent court of UK. Both the User and DateMe.io hereby submit to the exclusive jurisdiction of the courts in UK.
2.3 DateMe.io reserves the right to change the jurisdiction of DateMe.io and this Agreement at any time in its own discretion, as well as use any parent companies, subsidiaries and/or other affiliated companies for execution of this Agreement, DateMe.io's products and services and other activities related to the ICO and DateMe.io's business.
3.2 DateMe.io may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website and/or the Services at any time and in its sole discretion without notice. Any such changes will be effective upon the posting of the revised Agreement or such policies and rules on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Website and/or the Services following any such revisions to the Agreement or such policies and rules will constitute your acceptance of such changes. If you do not agree to any such changes, do not continue to use the Website and/or the Services.
3.3 DateMe.io may at any time change or remove (temporarily or permanently) the Website, Services and their information from the Website without indicating the reasons of such change or removal and you confirm that DateMe.io shall not be liable to you for any such change or removal.
3.4 DMX is an unregulated virtual token. If there are any regulations imposed regarding DMX and virtual currencies, the terms and conditions of this Agreement and/or other conditions regarding usage of DMX may be changed significantly by DateMe.io to meet such regulatory requirements.
3.5 Use of the Website and/or the Services is limited to parties that are 18 years old or older and lawfully can enter into and form contracts under applicable law.
3.6 During the DateMe.io Token Sale and for the time period indicated in the Whitepaper, the Website will not feature any products or services of DateMe.io and at this stage there will be no opportunity to use DateMe.io's products or services via the Website. The Website will only contain description of products and services of DateMe.io and instructions regarding DATEME purchase.
3.7 DateMe.io and its team will put in their best effort, but cannot guarantee the full implementation of its goals, promises and ideas indicated in this Agreement, the Whitepaper, the Website or elsewhere, especially if special circumstances arise that derails the plans and best efforts. DateMe.io shall not be liable in any way for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications of Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity of enforceability of any remaining provisions. By purchasing DMX tokens, you expressly acknowledge and assume these risks.
4.1 Please note that these terms do not constitute to be a prospectus of any sort, is not a solicitation for investment or an initial public offering or share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. The contribution to DateMe.io does not involve the exchange of cryptocurrencies for any form of ordinary shares, neither does the DMX tokens holder receive any form of guaranteed dividend or other revenue right. DMX tokens only provide their holder – if and to the extent the DateMe.io environment is successfully developed and deployed – with a right to use the DateMe.io environment.
4.2 In connection with the purchase of the DMX tokens, you represent and warrant to Company the following:
a) Your participation in the ICO is voluntary and based on your own independent judgment without being coerced, solicited or misled by anyone else.
b) You are aware of the terms and conditions of the DMX tokens and have acquired sufficient information about the DMX tokens to reach an informed and knowledgeable decision to acquire the DMX tokens.
c) You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand the terms of these Terms and to appreciate the risks and implications of purchasing the DMX tokens.
d) You understand that the DMX tokens confer only the rights described in the White Paper, and confer no other rights of any form with respect to DateMe.io, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
e) You shall not purchase DMX tokens for any uses or purposes other than to use DMX tokens as provided in the White Paper, including, but not limited to, any investment, speculative or other financial purposes.
f) You understand that the DMX tokens are not digital currency, security, commodity or any other kind of financial instrument and have not been registered under the securities law of UK, the Securities Act and securities laws of any state of the United States or the securities laws of any other country, including the securities laws of any jurisdiction in which Purchaser is resident.
g) You understand that the DateMe.io Token sale is not crowdfunding or initial public offer and you cannot participate in the ICO with a view to crowdfunding or initial public offer.
h) You have satisfied yourself as to the full observance of the laws of your jurisdiction in connection with any invitation to purchase the DMX tokens or any use of these Terms, including (i) the legal requirements within its jurisdiction for the purchase of the DMX tokens, (ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
i) Your purchase, payment for, and continued beneficial ownership of the DMX tokens will not violate any applicable laws of your jurisdiction.
j) You shall comply with any applicable tax obligations in all relevant jurisdiction arising from the purchase of DMX tokens.
k) You understand that websites DateMe.io and token.DateMe.io, Whitepaper, as well as associated webpage and information, can be translated into several languages, but only the information placed in English shall bound the Parties of this Terms. Versions of websites and documents translated into other languages are for informational purposes only.
l) You understand that you shall be guided by that version of Whitepaper which is put on Website DateMe.io at the moment of DMX tokens purchased or later.
m) You hereby certify to us that any funds used by you in connection with participation in the DateMe.io Token Sale are either owned by you or that you are validly authorized to carry out transactions using such funds.
n) If you are purchasing DMX tokens 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).
o) You understand that DateMe.io cannot comply with the requirements of all the jurisdictions worldwide while doing business. If any provisions of this document break or to transgress or to violate the law to which Purchaser is subjected to, then Purchaser's jurisdiction law shall prevail. The Purchaser entering into relationship with DateMe.io shall oblige its jurisdiction law.
p) You will contribute Litecoin (LTC) or Bitcoin (BTC) from a Wallet or Wallet service provider that technically supports the DMX token.
q) You accept and understand the risk that Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network and associated blockchains and Digital Assets and DMX tokens could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital tokens like DMX tokens, which could impede or limit their existence, permissibility of their use and possession, and their value.
r) You accept and understand the risk that Hackers or other groups or organizations may attempt to interfere with your Third-party Wallet, the Website or the availability of DMX tokens and Digital Assets in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attack.
s) You accept and understand the risk that the Website and DMX tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of DMX tokens.
t) You accept and understand that it is possible that the Ethereum network or any other network, to which the DMX tokens are interacting with, malfunctions in an unfavourable way, including but not limited to one that results in the loss of DMX tokens.
u) By participating in the DateMe.io Token sale or receiving and holding DMX you acknowledge and agree that you fully understand that DMX may experience volatility in pricing and liquidity, and that, to the extent permitted by applicable law, you agree that DateMe.io and any of its affiliates may not be held liable for any loss arising out of, or in any way connected your participation in the ICO or receiving and holding DMX tokens.
5.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless DateMe.io, 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 (individually and collectively, the "DateMe.io Parties "), from and against all actual or alleged DateMe.io Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Content or DMX tokens, (b) any Feedback you provide, (c) your violation of this Agreement, and (d) your violation of the rights of another. You agree to promptly notify DateMe.io of any third party Claims and cooperate with the DateMe.io Parties in defending such Claims. You further agree that the DateMe.io Parties shall have control of the defense or settlement of any third party Claims.
5.2 You understand and accept that the purchase and sale of cryptocurrencies and tokens of any kind (including DMX) involves risk. Due to the constant price fluctuations, you may increase or lose value in your assets at any time.
5.3 You understand and acknowledge that the Services are being provided to you "as is" and "as available" without warranty of any kind. DateMe.io and/or DMX token specifically disclaims any and all warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, or non-12 infringement. DateMe.io and/or DATEME does not guarantee continuous, uninterrupted, error-free or secure access to any part of the ICO, Website or our services.
5.4 You agree to refrain from making, any negative, detracting or unfavorable statements concerning DateMe.io, DMX, any subsidiaries or affiliates, their respective business or business endeavors, products or product history, or their respective former or present officers, directors, agents, distributors or consultants, which may have the effect of diminishing the reputations of DateMe.io, DMX, any subsidiaries or affiliates, or respective former or present officers, directors, agents, distributors or consultants of DateMe.io or any subsidiaries or affiliates of its business or business endeavors.
5.5 This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and DateMe.io.
6.1 There will be no refunds in regard to the DateMe.io Token Sale, DMX purchase and usage for any reason, including, but not limited to, loss of your DMX due to technical reasons, errors, malfunction of the wallet, transaction failures, etc. All DMX are sold as-is without any guarantee.
6.2 By participating in the Token Sale, you are confirming that you have read and understand our no refunds policy, and you acknowledge that all purchases are final and non-refundable, regardless of the payment methods, and DateMe.io is not required to provide a refund for any reason, and that you will not receive money or other compensation in lieu of a refund, and you consent to no right of withdrawal from the Token Sale.
6.3 DateMe.io and its affiliates will monitor all potential transactions and potential transactions for fraudulent attempts to double spend Bitcoin or any other cryptocurrency accepted in the ICO. When any double spend of Bitcoin or any other digital currency or asset accepted in the ICO is detected, no DateMe.io assets (DMX) will be distributed to the associated blockchain wallet address or DateMe.io wallet.
6.4 Users deemed to have engaged in fraudulent behavior or attempted fraudulent behaviour forfeit any potential refunds of their assets or tokens.
7.1 You are responsible for maintaining the confidentiality and security of your Account ID and password, and accept responsibility for all activities that occur under your Account or password. You must notify DateMe.io immediately in the event that the security of your login or password has been breached or compromised.
7.2 You are also responsible for maintaining adequate security and control of any and all identification numbers, private keys, or any other codes that you use to access the Website and/or use DMX.
7.3 You agree to not hold DateMe.io liable for any loss arising out of, or in any way connected to, your failure to properly secure and keep private your Account information, email address, any password, private keys and any other identification numbers/codes used in connection with participation in the Token Sale and usage of DMX.
7.4 DateMe.io shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.
7.5 DateMe.io does not guarantee the confidentiality or privacy of any communication or information transmitted on the Website or any site linked to the Website. DateMe.io will not be liable for the privacy or security of information, e-mail addresses, registration and identification information, disk space, communications, confidential or proprietary information, or any other content transmitted over networks accessed by the site, or otherwise connected with your use of the Website.
8.1 You are free to choose to promote DateMe.io's products and refer potential clients to, as well as via the rules stated in our Bounty Campaign or other bonus, discounts and benefits are solely determined by DateMe.io.
8.2 You shall ensure that all the links linking to the Website and/or DateMe.io's products operate correctly and redirect potential clients to the requested part of the Website. If any link fails or breaks you shall take all necessary steps to correct the problem within a reasonable period of time.
8.3 DateMe.io reserves the right to change the links, modify and remove products without notice to you or your consent. DateMe.io shall have no liability or obligation for any such changes.
8.4 You shall not to misrepresent or in any way make damage to DateMe.io, its products or services and the Website. You shall not use DateMe.io's logo or any image, texts and links in any way which could dilute the identity of such logo, image, text and links or could cause confusion to the public. You shall also not to promote DateMe.io's products on websites that make available or promote sexually explicit material, violence, piracy or pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities, or otherwise might damage reputation of DateMe.io and its products.
8.5 You shall not promote the Website and DateMe.io's products by use of "spamming", unsolicited commercial email, postings to forums, message boards, non-commercial newsgroups and cross-posting to multiple newsgroups at once or advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address or in any other way that is likely to tarnish or damage DateMe.io's reputation. In addition, you (i) shall not use the Website address or any combination of DateMe.io name in the meta tags keywords or description of any web page, (ii) submit the Website address or any confusingly similar web site address to any search engine or directory, or (iii) register any domain name confusingly similarly (or deliberately misspelled) to that of the Website address.
8.6 Contingent upon successful promotion of DateMe.io's products as described in this Agreement, you shall earn rewards based specifically on our Bounty Campaign.
9.1 The DateMe.io logo and any DateMe.io product or service names, logos or slogans that may appear on the Site are trademarks of DateMe.io or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other "hidden text" utilizing "DATEME" or any other name, trademark or product or service name of DateMe.io or our affiliates without our prior written permission. In addition, the look and feel of the Site, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of DateMe.io and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by DateMe.io.