Last Updated 4 October, 2018
This User Agreement ("Agreement") is a contract between you (“you,” “your,” “account holder,” or “user”) and Ionomy Limited, (“Ionomy Limited,” “ionomy.com,” “we,” “us,” or “our”) and applies to your use of: (a) the collection of Ionomy Limited websites located at ionomy.com, and any associated Ionomy Limited websites (collectively, the “Site” or “Sites”), (b) software applications, API, or browser plugins (collectively, the “Applications”), and (c) any services provided to you by Ionomy Limited. Ionomy Limited Sites, Applications, and services provided by Ionomy Limited shall be known collectively as the “Service” or “Services.”
By clicking on an “I Agree” button or checkbox presented with the terms of this Agreement or, if earlier, by accessing or using any Services, you agree to be bound by these Terms.
If you do not agree to any of the terms set forth in this Agreement, or any subsequent modification to the Agreement, you may not access or use any Ionomy Limited Services and must cancel your ionomy.com Account, free of charge, in the manner set forth below (Section 2.4). If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the Token Sites, Applications, or Services.
We may amend or modify this Agreement by posting on ionomy.com, Ionomy Limited Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. We may (a) modify or discontinue any portion of Ionomy Limited Services, and (b) suspend or terminate your access to Ionomy Limited Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of Ionomy Limited Services, or suspension or termination of your access to the Ionomy Limited Services, except to the extent otherwise expressly set forth herein.
Ionomy Limited reserves the right to immediately and without prior notice suspend or terminate the account of any user who is under the age of 18 years. By accessing or using the ionomy.com Services you represent and warrant that you are 18 or older.
“Tokens” as referred to herein, means any cryptocurrency or cryptographically secured asset (crypto asset or cryptoasset), secondary token on a primary blockchain, and any digital platform asset and gaming assets that are available to be stored, transacted, and/or exchanged on the ionomy.com platform.
Please note the following risks of using ionomy.com services:
- The risk of loss in trading or holding Tokens can be substantial. You should therefore carefully consider whether trading or holding Tokens is suitable for you in light of your financial condition. In considering whether to trade or hold Tokens, you should be aware that the price or value of Tokens can change rapidly, decrease, and potentially even fall to zero. If you use an Ionomy Limited Service which allows you and/or third parties to access and hold private keys, you acknowledge that Ionomy Limited is not responsible for safeguarding such keys and that Ionomy Limited is not responsible for any loss of Tokens resulting from theft, loss, or mishandling of Token private keys outside its control
- While Ionomy Limited takes great care in safeguarding funds, a security breach is always possible. Ionomy Limited is not responsible for loss of your funds in the event of a breach. Ionomy Limited has set up a reserve in the event of a small breach, but that reserve may be unable to cover all losses. Ionomy Limited encourages use of private wallets and the diversification of the Token network. An always-on, large, web hosted wallet is a target, and you should carefully consider where and how you store your Tokens
- TOKEN SERVICES
Token Services refers to all Token Transactions facilitated through the ionomy.com graphic user interface (GUI) or the ionomy application programming interface (API) pursuant to instructions submitted by an account holder or authorized entity.
- Token Wallet. The purpose of and function of the Token Wallet is to allow the account holder to store, track, transfer, and manage tokens.
- Exchange Services.
- Orders; Fees. A “Trade” is an exchange of Tokens for which trading is supported on the Services between you and another user of the Services whereby you dispose of certain Tokens and acquire different Tokens. An “Order” is created when you enter an instruction to effect a Trade using the Services. When you enter an Order you authorize Ionomy Limited to execute a Trade on a spot basis for all or a portion of the amount of Tokens specified in your Order in accordance with such Order. You agree to pay Ionomy Limited any applicable fees for Trades and authorize Ionomy Limited to deduct any such fees from your Token Wallet.
- No Broker or Fiduciary Relationship. Ionomy Limited is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Trades or other decisions or activities affected by you using the Services. No communication or information provided to you by Ionomy Limited is intended as, or shall be considered or construed as, advice. Please refer to the risks described above for a summary of some of the risks you should consider when choosing whether to use our Services.
- Order Confirmation. Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including type and amount of Tokens you are seeking to dispose of, the type and amount of Tokens that you are willing to accept in exchange for the Tokens you are seeking to dispose of, Ionomy Limited’s estimated fees if the entire Order were to be executed, and the total number and type of Tokens that will be transferred out of your Token Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Services. Notwithstanding the foregoing, you agree that the failure of the Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Trade completed based on such Order.
- Order Matching and Trade Execution. Upon placement of an Order, your ionomy.com Account will be updated to reflect the open Order and your Order will be included in ionomy.com’s order book for matching with Orders from other users. If all or a portion of your Order is matched with another user, the Services will execute a Trade. Upon execution of a Trade, your ionomy.com Account will be updated to reflect that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled in accordance with Section 1.2.5 below. For purposes of effectuating a Trade, you authorize Ionomy Limited to take temporary control of the Tokens that you are disposing of in the Trade.
- Cancellations. You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for Ionomy Limited to complete such Order. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Ionomy Limited reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.
- Insufficient Tokens. If you have an insufficient amount of Tokens in your Token Wallet to fulfill an Order, Ionomy Limited may cancel the entire Order or may fulfill a partial Order that can be covered by the Tokens in your Token Wallet (after deducting any fees payable to Ionomy Limited in connection with the Trade).
- Gaming Services. Ionomy Limited offers interface options to allow Account holders and others to compete in various computer games and win tokens based on success in those games. All restrictions and prohibitions set forth in the terms of this Agreement are applicable to the use of any games that include an Ionomy Limited interface of any kind, including interfaces created and maintained by any third-parties. Ionomy Limited reserves the right to terminate, in its sole discretion and without prior notice, the use of services by any game participant who is reasonably believed to be cheating or manipulating the subject game while logged into an Ionomy Limited account, and such individuals may have all records of prior use of the subject game, including without limitation and “high scores,” removed from that game’s records with all applicable awards being forfeit by the offending user.
- Social Networks.
ionomy.com platform allows users to link various social media accounts to their ionomy.com Account profile. The user may control which aspects of their personal identities, linked social media accounts, and ionomy.com profiles are available to be viewed by other ionomy.com users. These preferences are located under Account > My Public Profile (Sharing Settings). The Account holder has sole responsibility for their information sharing choices and can follow the link under the same tab to “View My Public Profile” when signed in to see what, if any, information is shared with other ionomy users. Users who choose to share ionomy.com account information or social media account information hereby release Ionomy Limited from any and all liability for consequences arising from the Account holder’s voluntary information sharing.
- ionomy.com ACCOUNT
- Creating an Account. In order to use any of the Ionomy Limited Services, you must first register by providing your valid email address and password. Upon successful completion of the registration process, Ionomy Limited will establish your ionomy.com Account. Ionomy Limited may, in its sole discretion, refuse to establish your ionomy.com Account for any reason.No user may establish or maintain more than one ionomy.com account at any time. If any user id determined to be operating and/or benefitting from more than one account, Ionomy Limited may terminate that user’s access to the Ionomy Limited platform.
- Subscriptions. Any Account holder has the option to become a Subscriber. Subscribers receive benefits including an ad-free user interface, reduced fees, and other discounts. Subscription benefits are separately posted at ionomy.com and may be changed from time to time at Ionomy Limited’s sole discretion. Subscriptions are available for one-month, six-month, and twelve-month auto-renewing terms. If an existing subscriber chooses to cancel their subscription prior to the end of the subscription term, they will not be entitled to any refund, pro rata or otherwise, except as set forth herein. With the implementation of Ionomy Platform V.3, subscription rates have increased from $4 to $20 per month. For all subscriptions that are active at the time of Platform V.3 implementation, the amount of time remaining on such subscription shall be reduced by a factor of five to reflect the price increase. For example, if a subscription has 45 days remaining at the time of Platform V.3 implementation, the remaining amount of time on the subscription after V.3 implementation will be 9 days. All subscription payments are collected in advance of the subscription term. Upon implementation of Platform V.3, subscription holders who choose not to agree to the terms of this Agreement, will be entitled to a pro rata refund of unused subscription time at the previous rate. For example, if a subscriber chooses to end their subscription in connection with the implementation of Platform V.3, and there are 30 days remaining in that subscription term, then that subscription will be terminated and $4 will be credited to the user’s account.
- Identity Verification. In order to use certain features of the ionomy.com Services, you may be required to provide us with certain personal information, including but not limited to, your name, address, telephone number, email address, date of birth, and social security number. Ionomy Limited may also require you to answer certain questions or take certain actions in order to verify your identity, provide ionomy.com Services to you, or comply with applicable law. In submitting this personal information, you verify that the information is true and correct, and you agree to update Ionomy Limited if any information changes. You hereby authorize Ionomy Limited to, directly (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries.
- Terminating an Account. Ionomy Limited may (a) suspend or terminate your access to any of the Token Services, and (b) deactivate or cancel your ionomy.com Account for any violation of the terms of this Agreement, and/or as required by a valid subpoena or court order, and/or if Ionomy Limited reasonably suspects you of using your ionomy.com Account in furtherance of illegal activity. You will be permitted to transfer or liquidate Tokens and any other assets associated with your Token Wallet, minus any amount deemed to have been obtained fraudulently and/or illegally or issued by Ionomy Limited in error, for sixty (60) days after Account deactivation or cancellation unless such transfer or liquidation is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. If any transaction is in a pending state at the time your ionomy.com Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your ionomy.com Account to evade an investigation or avoid paying any amounts otherwise due to Ionomy Limited. Upon cancellation of your ionomy.com Account, you authorize Ionomy Limited to cancel or suspend pending Exchange Service transactions and, after providing written notice to the you, return the funds associated with such transactions to your address or bank account, as applicable. In the event that you or Ionomy Limited terminates this Agreement or your access to the Token Services, or deactivates or cancels your Token Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or account errors, Ionomy Limited may temporarily suspend access to your Account until the problem is resolved. You can terminate your Ionomy account at any time by contacting [email protected] with a notification of cancellation.
- Affiliate Program. Ionomy Limited shall provide rewards for current account holders who verifiably refer others to become first time users of the Services. Ionomy Limited reserves the right to impose limitations and restrictions on the number and/or amount of rewards that may be obtained by a single user under the Affiliate Program. Ionomy Limited reserves the right to suspend or terminate access to the services for any violations or abuse of the Affiliate Program. Any disputes regarding such suspension or termination should be addressed by contacting [email protected] with a description of the dispute.
- TOKEN WALLET
- Ionomy Limited may use the information provided during registration to establish a wallet (a “Token Wallet”). Your Token Wallet will be hosted by Ionomy Limited and accessible through the Site.
- Sending and Receiving Tokens
- As part of the services offered in connection with your ionomy.com Account, Ionomy Limited can help you send Tokens to, and request and receive Tokens from, third parties pursuant to instructions you provide through Ionomy Limited Sites (each such transaction is a "Token Transaction"). You may initiate a Token Transaction by going to an ionomy.com Site, choosing to send or request, and entering the requisite information regarding the sender or recipient and the amount of Tokens to be transferred. Ionomy Limited will then communicate with the Token network on your behalf, as necessary, to facilitate each Token Transaction in accordance with these instructions.
- Ionomy Limited reserves the right to refuse to process or to cancel any pending Token Transaction as required by law or in response to a subpoena, court order, or other binding government order. ionomy.com cannot reverse a Token Transaction which has been communicated to and confirmed by the Token network.
- Ionomy Limited processes Token Transactions according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to ionomy.com as the relevant Token Transaction may not be cancelled or reversed once initiated.
- If you initiate an ionomy.com transaction by entering the recipient's Token wallet address, Ionomy Limited will confirm that the Token wallet address is valid; however, Ionomy Limited cannot confirm that the Token wallet address belongs to the intended recipient.
- Token Storage and Transmission Delays. Ionomy Limited stores 100% of all Token private keys in our control in a combination of online and offline storage. All assets are held as real assets and are not loaned, traded, or otherwise invested. As a result, it may be necessary for ionomy.com to retrieve this information from offline storage in order to facilitate an ionomy.com Token Transaction in accordance with your instructions, which may delay the initiation or crediting of such ionomy.com Transaction for 48 hours or more. As a user of ionomy.com Services, you accept the risk that a Token Transaction facilitated by ionomy.com may be delayed and you agree not to hold ionomy.com responsible for any damages or injury arising out of or related to such delay. In the event of a security breach, a delay may be much longer than 48 hours.
- Token Storage and Transmission Limits. ionomy.com may impose limits for total number of coins in each account and the total number of coins allowed to be transferred over a period of time.
- Your Token Transactions
- Third Party Transactions. Ionomy Limited has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of ionomy.com Services). ionomy.com is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with ionomy.com transferred using Ionomy Limited Services, or if you have a dispute with such third party, you must handle it directly with that third party. Due to the nature of Tokens, any Token Transaction conducted using Ionomy Limited Services is final regardless of any defects in or non-delivery of any goods or services purchased in connection with such Token Transaction, or any other aspect of your transaction or relationship with the relevant third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify ionomy.com Support at [email protected] so that we may consider whether to take any action.
- Refunds. ionomy.com is not responsible for any third-party refund policies. Certain third-parties may wish to process a refund to you via a separate ionomy.com transaction having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current conversion rate. As a result, you may receive fewer (or more) Tokens via a refund than you initially used to pay the third-party.
- Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt, transfer, or exchange of Tokens, and/or to the Token Transactions you conduct through Ionomy Limited Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your ionomy.com Token Account.
- Limits. Ionomy Limited reserves the right to change the buy/sell, transfer, trading, exchange, storage, and velocity limits applicable to your Token Wallet at our sole discretion. We may require you to provide us with information about yourself and/or your Token Transactions if your transactions exceed certain government reporting thresholds, such as thresholds regarding financial recordkeeping and tax reporting.
- Advanced Protocols. We do not currently support meta coins, colored coins, or any advanced protocol which supplements the core Token Protocol. ionomy.com does not detect whether Token Transactions associated with your ionomy.com Account may involve any such protocol use. Do not use your ionomy.com Account to effect any instruction or transfer involving an advanced protocol. ionomy.com is not responsible for any loss which may result from such use.
Ionomy Account holders have the option to hold masternodes and compete for rewards. Each masternode may be independently operated by the holder or hosted by Ionomy Limited. Hosted on-site masternodes can request the Company to cast a proxy vote on their behalf. Remote hosted masternode Account holders retain the private key associated with the collateral address and can cast their vote unmediated by the Ionomy Limited. Since Ionomy Limited does not know or control the private key for remote hosted masternodes, it is not possible for Ionomy Limited to issue a proxy vote on behalf remote masternode hosts. The owner of the private key for remote hosted masternodes can vote directly themselves.
- Sharenodes. Sharenodes provide Account holders with an opportunity to earn masternode rewards without the requirement of holding an entire masternode. Each Sharenode is sold by the company and represents a fractional amount of a masternode pool maintained by Ionomy Limited. In purchasing Sharenodes, customers do not acquire voting or network governance rights. The Company issues fractions of the pooled rewards to Sharenode holders in proportion to the share they purchased of the Company pool, less a 2% fee deducted from the total pooled rewards. Payouts are automated to be issued at the same time every day. If the Company’s masternode pool generates no pooled rewards on a given day, the payout will also be zero. This may happen, for instance, when there is a mandatory network hard fork. Sharenodes replace Stakers and Cards (formerly called “Skins”) as of the implementation of Ionomy Platform V.3. Accounts with Stakers and Cards at the time of Platform V.3 implementation will be credited for their remaining value and/or based on purchase price.
- Sharenode Exchange. Customers who have purchased Sharenodes can offer their Sharenodes for sale on the Sharenode Exchange hosted on ionomy.com, but must have an active subscription to do so. Sharenode holders whose subscription expires will continue to receive proportional pooled payouts, however, they cannot access the Sharenode marketplace until they re-activate their subscription.
- Sending and Receiving Tokens
- USE OF THE TOKEN SERVICES
- License. Ionomy Limited grants you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Site, and the content, materials, information and functionality available in connection therewith (collectively, the “Content”) solely for information, transactional, or other approved purposes as permitted by Ionomy Limited from time to time. Any other use of the Site or Content is expressly prohibited. All other rights in the Site or Content are reserved by us and our licensors. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of Ionomy Limited Sites or any derivative works thereof, in whole or in part for commercial or noncommercial purposes. Without limiting the foregoing, you will not frame or display the Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without the prior written permission of Ionomy Limited. If you violate any portion of this Agreement, your permission to access and use Ionomy Limited Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. “ionomy.com,” “ION,” and all logos related to the Token Services or displayed on the Site are either trademarks or registered marks of Ionomy Limited or its licensor. You may not copy, imitate or use them without the prior written consent of Ionomy Limited.
- Third Party Websites. The Site may contain links to third party websites and resources (“Third Party Material”) not controlled by us. You acknowledge and agree that Ionomy Limited is not responsible or liable for (i) availability or accuracy of such Third Party Material, (ii) the content, products or services on or available from such Third Party Material. Links to such Third Party Material do not imply any endorsement by Ionomy Limited of such Third Party Material or the content, products or services available from such Third Party Material. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Material.
- Website and Services Accuracy. Although Ionomy Limited intends to provide accurate and timely information on each Service, the Services (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on Ionomy Limited Sites and Services are your sole responsibility and we shall have no liability for such decisions.
- Application Programming Interface. Any person or entity who uses Ionomy Limited’s Application Programming Interface ("API") must comply with the terms of this User Agreement and/or any other conditions as Ionomy Limited may put into place in its sole discretion from time to time. The API is owned by Ionomy Limited and is licensed to API users on a non-exclusive, non-sublicensable basis. Ionomy Limited reserves the right to restrict or limit use when, in its sole discretion, we identify abusive, burdensome, or prohibited use of the API. Customers are responsible for generating and securing their own keys. Any hacking or other activity which causes a breach of the customer’s API account will be solely the responsibility of the customer, who may be liable to Ionomy Limited, its affiliates, and/or third parties for all damages resulting from any such breach.
- Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with Ionomy Limited Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that ionomy.com Services may not be a qualified custodian under applicable law, and represent that your use of Ionomy Limited Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
- Restricted Activity.
In connection with your use of the Ionomy Limited Services, you will not:
- Engage in any conduct that ionomy determines, in its sole discretion, to constitute improper use of the Services;
- decompile, disassemble or reverse engineer the Services or otherwise attempt to derive the Services’ source code;
- reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, distribute, sell, lease or remove/alter advertising in the Services;
- cheat or use, develop or distribute automation software (bots), macro software or other cheat utility software or programs designed to change the Services experience;
- knowingly exploit a flaw or bug in the Services;
- disable, attempt, or otherwise assist with the disruption of any computer used to support the Services or experience of another user;
- upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or data or other similar software or programs that may damage operation of the Services or the computers of other users;
- utilize the Services or any part thereof for commercial purposes;
- promote or encourage illegal activity including, without limitation, hacking, cracking, distribution of counterfeit software, cheats or hacks for the Services;
- violate or attempt to violate or assist any party in violating or attempting to violate any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member;
- engage in a transaction involving the proceeds of any unlawful activity;
- defraud or attempt to defraud Ionomy Limited;
- provide false, inaccurate or misleading information;
- engage in abusive, defamatory, libellous, threatening or any other conduct that is objectionable or offensive;
- communicate, link to, post, submit, or upload content that contains nudity or other sexual material, violence or any other objectionable or offensive conduct;
- abuse, bully, harass or publish false or misleading information about users or encourage others to do the same;
- infringe upon Ionomy Limited’s or any third party’s copyright, patent, trademark, or intellectual property rights;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
- transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- act as a payment intermediary or aggregator or otherwise resell any of the Token Services, unless expressly authorized by Ionomy Limited in writing;
- hold yourself out as an agent of Ionomy Limited unless expressly authorized by Ionomy Limited in writing;
- infringe or violate the rights of a third party including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information;
- collect or attempt to obtain other users’ data, whether personal or anonymous;
- impersonate another person or an employee of ionomy;
- advertise products or services, including Facebook applications;
- otherwise attempt to gain unauthorized access to the Site, other Token Accounts, computer systems or networks connected to the Site, through password mining or any other means; or
- transfer any rights granted to you under this Agreement.
Ionomy Limited reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to comply with any applicable law, regulation, legal process or governmental request.
You hereby acknowledge and declare that you are not attempting to create and/or access an Ionomy account from any location where any of the Services provided hereunder are restricted or prohibited. No user from Iran or North Korea may create an account and by creating and/or accessing a ionomy account you acknowledge and declare that you are not in either of those locations.
- Forfeiture. To the extent that any of the above restricted activities are the result of your wilful and/or malicious conduct, and/or conduct undertaken by you for the purpose of harming or compromising the ionomy.com Platform, as determined by Ionomy Limited, you hereby agree that any or all Tokens and/or other crypto assets in you ionomy.com Account will be immediately placed in escrow, with notice of such action provided to you within 72 hours of assets being placed in escrow. You agree that you have ten (10) days from the date of such notice to pursue your rights, if any, under Section 5 of this Agreement. You further acknowledge, understand, and agree that your failure to follow requirements set forth in Section 5 below will result in forfeiture of any or all of the Tokens and/or other crypto assets in you Ionomy Account.
- Export Controls & Sanctions. The Ionomy Limited Services provided through the Ionomy Limited Site is subject to Republic of Seychelles and international export controls and economic sanctions requirements. By acquiring Tokens through Ionomy Limited Site, you represent and warrant that your acquisition comports with and your use of the Tokens will comport with those requirements. Without limiting the foregoing, you may not acquire Tokens or any of Ionomy Limited Services through Ionomy Limited Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to Republic of Seychelles embargo, UN sanctions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (2) you intend to supply the acquired Tokens or Ionomy Limited Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to Republic of Seychelles embargo or UN sanctions (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
- We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your ionomy.com Token Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with Prohibited Use, and/or a Prohibited Business, and or illegal activity in Republic of Seychelles & your legal location.
- Exchange Services.
When you submit a new exchange order via the Services, you authorize us to execute a transaction in accordance with such order on a spot basis and charge you any applicable fees.
- Independent Relationship. You agree that: (a) we are not acting as your broker, intermediary, agent, or advisor, or in any fiduciary capacity, and (b) no communication or information provided to you by us shall be considered or construed as advice.
- Trade Confirmation. Before a trade is placed, a confirmation dialogue summarizes the details of the proposed transaction, including the number of coins you are trying to buy or sell, the price, the applicable fees, and the total cost of the transaction. Once the Services execute your exchange transaction, your account’s order book will be updated with either the open trade request, or a closed order that was fulfilled. You agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
- Market Volatility. You agree that we are not liable for any price fluctuations in Token value. In the event of a market disruption or Force Majeure Event, we may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions via the Services, including closing any open positions. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, when exchange transactions resume, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.
- Exchange Settlement. Subject to the terms and conditions in this Agreement, we will use commercially reasonable efforts to settle exchanges on a spot basis within two business days of the date upon which users have agreed to execute an exchange via the Services.
- Risk Disclosure. There are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections. You agree that we shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when trading via the Services, however caused.
- ATOMs. You acknowledge that your possession of ATOMs does not entitle you to any rights, including any ownership, control, or intellectual property rights. ATOMs are not a company share offering; ATOMs are a token on ionomy.com that may in the future be replaced by ATOMs as an independent asset on the ION blockchain.
- DISPUTES WITH IONOMY.COM TOKEN SERVICES
- Notice If you believe Ionomy Limited committed an error, please contact us at [email protected]. Please provide us with information sufficient to identify you, your ionomy.com Account, your order confirmation code and any other information about the transaction that you can provide. You must contact us within 30 days after the transaction occurred. We will use our best efforts to either correct the error or explain to you why we believe that transaction was correct within 30 days of receiving your request. Any claim of an error received after 30 days from the date of the alleged error shall be null and void.
- Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising out of or in connection including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Republic of Seychelles in accordance with the Arbitration Rules of the Republic of Seychelles International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Republic of Seychelles, Republic of Seychelles. The Tribunal shall consist of 1 Arbitrator(s). The language of the arbitration shall be English. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings, consumer-related disputes and you and Ionomy Limited hereby expressly waive trial by jury. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys’ fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.
- GENERAL TERMS
- No Warranty. You understand and acknowledge that the Ionomy Limited Services are being provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind. Ionomy Limited 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-INFRINGEMENT. Ionomy Limited DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE Ionomy Limited SERVICES. Ionomy Limited WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ARE PROCESSED IN A TIMELY FASHION, BUT Ionomy Limited MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO PROCESS TRANSACTIONS BECAUSE Ionomy Limited SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE Ionomy Limited NETWORKS.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Ionomy Limited SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, OR LOST PROFITS) IN CONNECTION WITH THIS AGREEMENT, EVEN IF Ionomy Limited HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Ionomy Limited HAVE LIABILITY FOR MONEY DAMAGES UNDER THIS AGREEMENT EXCEEDING THE AMOUNT OF FEES RECEIVED FROM YOU DURING THE PRECEDING THREE (3) MONTH PERIOD.
- Indemnification You agree to indemnify, defend and hold Ionomy Limited, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your mis-use of Token Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
- Force Majeure. We shall not be liable 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 labor 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.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Ionomy Limited without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Token Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Severability If any provision of this Agreement shall be determined to be invalid or unenforceable under the rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity of enforceability of any other provision of this Agreement shall not be affected.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Ionomy Limited as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Ionomy Limited.
- Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of Republic of Seychelles, without regard to its conflict of laws rules.