This Coin Purchase and Distribution Agreement (“Agreement”) puts forth the terms and conditions that govern the purchase of IRR (Toman) distributed on the Ethereum, Binance and Tron Blockchain Network and the use of the smart contract that distributes IRR (Toman).
This Agreement is a legally binding document between you or the legal entity that you are authorized to represent (“Buyer”, “you” or “your”) and IRR (Toman) (“Company”) The Buyer and Company are hereinafter also referred to as “Parties”.
Now, therefore, in consideration of the mutual representations, warranties and agreements contained in this agreement, company and buyer agree as follows:
Important contractual obligations. please read the agreement thoroughly and carefully, and consult a chartered financial advisor or attorney before entering into this agreement. please read all the risks and disclaimers outlined in this agreement. in addition, the parties’ legal relationship includes a dispute resolution clause and may require mandatory arbitration.
The Buyer acknowledges that he/she is fully bound by this Agreement:
The purchase of IRR (Toman) is always non-refundable. A completed transaction can never be reversed or annulled. The Buyer agrees and acknowledges that he/she may lose all funds contributed;
IRR (Toman) does not have any value outside the Company’s project;
The Buyer has sufficient legal capacity to purchase IRR (Toman) according to the applicable law, and is older than eighteen (18) years of age;
The Buyer has all the necessary power and authority to conclude this Agreement, and carry out and perform all (legal) obligations hereunder, including the purchase of IRR (Toman) token and holding them.
When the Buyer buys IRR (Toman) token on behalf of a legal entity, it is validly existing and in good standing under the applicable laws;
IRR (Toman) reserves the right to refuse or annul the Buyer’s request to acquire IRR (Toman) Token;
The Buyer agrees and acknowledges that other buyers who obtained IRR (Toman) token at an earlier moment in time may receive a higher number of Coins for the same amount that he/she contributed.
I. Binding Acceptance Agreement
a. This Agreement, and all future amendments and applicable attachments, shall be binding on all Parties in the moment when the Buyer: (a) visits IRR (Toman) website and creates an account; (b) commences a KYC procedure to approve his/her identity; (c) purchases IRR (Toman) Token by transferring the agreed contribution amount.
b. In addition to this Agreement, we have a Website, White Paper and other materials containing information regarding IRR (Toman) Token sale and the IRR (Toman) Project. All that information may be changed, and the latest versions form an integral part of this Agreement. The Buyer agrees to have read and understood all the above-mentioned information.
II. IRR (Toman) Token Distribution and Use of Proceeds
a. The buyer agrees that the proceeds from the sale of IRR (Toman) Token will be utilized by the Company in its sole discretion and as described in the White Paper and other information provided by us.
b. The transfer of IRR (Toman) Token to Buyer’s wallet address could take several days, and other Buyers who bought IRR (Toman) Token earlier may receive more IRR (Toman) Token for the same amount paid.
c. The Company may provide instructions about how the Buyer can purchase IRR (Toman) Token. The Buyer agrees to follow those instructions and procedures and its failure may result in the Buyer not receiving any IRR (Toman) Token and even the contributed amount paid for IRR (Toman) Token, for which the Buyer bears the risk.
d. The Buyer agrees that a portion of the total IRR (Toman) Token sale proceeds will be distributed to the Company’s past, present, and future employees, officers, directors, consultants, and contractors involved in the Company.
e. The Company makes no representations or warranties in connection with the merchantability, utility, or fitness for a specific purpose of IRR (Toman) Token.
f. The Company makes no representations or warranties that the process of buying or receiving IRR (Toman) Token will be free of errors and uninterrupted. The Buyer acknowledges and agrees that he/she may never receive IRR (Toman) Token, and as a result, lose the entire amount contributed by him/her.
g. The Buyer must provide the Company with a correct digital wallet address for the receipt of IRR (Toman) Token purchased pursuant to this Agreement. In addition, the Buyer should verify that the website for the purchase of IRR (Toman) Token has the following URL: www.IRR (Toman).io
III. Buyer’s Obligations
a. The purchase of IRR (Toman) Token will not provide the Buyer with certain rights with respect to the Company’s revenues, assets, voting rights, (intellectual) proprietary claims, ownership, or any other financial or legal right or interest in the Company, or its assignees.
b. The Company retains all rights, titles, and interests in the intellectual property in connection to IRR (Toman) Token. This includes, but is not limited to: inventions, ideas, source code, business processes and methods, software, information and data, and trade secrets of any kind, whether or not patentable, copyrightable or protectable in the trademark.
c. The Buyer may not use any of the Company’s rights, titles, and interests mentioned in Clause III.b of this Agreement, without the Company’s prior written consent.
d. The Buyer must implement a sufficient standard of security to secure access to any device connected to the purchase and storage of IRR (Toman) Token. This includes private keys, usernames, passwords, and any other login credentials.
e. The Company may request additional information from the Buyer, prior to the purchase of IRR (Toman) Token, and the Buyer will be expected to provide the required information without delay. Such documents may include: a passport, driver’s license, or other government identification cards and utility bills. The Company may refuse the distribution of IRR (Toman) Token to the Buyer’s wallet address until the aforementioned request has been fulfilled.
f. The purchase price of IRR (Toman) Token is always excluded from taxes of any kind. The Buyer remains solely responsible for reporting and paying its taxes that may apply to the purchase of or profits from IRR (Toman) Token. The Company is never responsible for withholding, collecting, reporting, or paying taxes of any kind from the purchase or possible profits derived from IRR (Toman) Token.
g. The Company is under no obligation to recover any IRR (Toman) Token from the Buyer. The Buyer acknowledges and agrees that the purchase of IRR (Toman) Token is non-refundable and the Company never provides any compensation for any IRR (Toman) Token purchased.
h. In the event that the Buyer is no longer in possession of his/her private keys or any device or technology linked to the Buyer’s account, or if the Buyer is unable to provide his/her login or credentials for identification, the Buyer may lose access to his/her account, and as a consequence lose all of his/her IRR (Toman) Token.
a. The Buyer represents and warrants that the execution and performance of this Agreement will not result in any violation of any judgment, decree, or order to which the Buyer is bound as a party, or to which any of its assets are subject to.
b. The Buyer agrees and acknowledges that he/she has sufficient knowledge, experience, and understanding of blockchain technology, cryptographic coin, digital assets, smart contracts, and storage mechanisms to assess the nature of IRR (Toman) Token. The Buyer can bear the financial risk of purchasing IRR (Toman) Token and acknowledges and agrees that he/she could lose the entire amount contributed.
c. The Buyer’s contribution in fiat or cryptocurrency to buy IRR (Toman) Token is not derived from any unlawful activities, including but not limited to money laundering or financing of terrorism. The Buyer will not use IRR (Toman) Token to finance, engage in, or otherwise support any unlawful activities.
d. The Buyer must comply with all anti-money laundering and counter-terrorism financing laws.
e. The Buyer acknowledges and agrees that he/she, nor any other person who has a beneficial direct or indirect interest in the Buyer or IRR (Toman) Token acquired by the Buyer, or any other person for whom it is acting as agent or representative, is the subject of sanctions directed or enforced by any country, government or legal body.
f. The Buyer acknowledges and agrees that he/she is using IRR (Toman) Token at his/her own risk and the Company provides IRR (Toman) Token on an “as is” basis, without representations, warranties, promises, or guarantees of any kind, and the Buyer shall rely on his/her own examination and investigation before purchasing IRR (Toman) Token.
V. Limitation of Liability and Indemnification
a. The Buyer acknowledges and agrees that he/she is using IRR (Toman) Token at his/her own risk and the Company provides IRR (Toman) Token on an “as is” basis, without representations, warranties, promises, or guarantees of any kind, and the Buyer shall rely on his/her own examination and investigation before purchasing IRR (Toman) Token.
b. The Company shall not be responsible or liable for any type of losses or damages, whether direct, indirect, incidental, consequential, or exemplary. This includes damages for lost profits, goodwill, use, or data.
c. The Buyer must never request or demand any refund, compensation, or reimbursement from the Company. In no circumstances will the total liability of the Company, whether in contract, or tort, or any other legal theory for damages, exceed the amount received by the Company from the Buyer.
d. The Buyer will indemnify, defend, and hold harmless the Company and our respective past, present, and future employees, contractors, officers, legal consultants, service providers, parent companies, subsidiaries, affiliates, representatives, predecessors, and successors.
a. The Buyer shall not, without the prior written consent of the Company, assign this Agreement; any such assignment or transfer of rights leads to the violation of this Agreement and is deemed invalid.
b. Subject to the foregoing, the rights and obligation of this Agreement will be binding upon and come into use for Buyer’s respective successors, assignees, executors, administrators, heirs, and legal representatives.
c. This Agreement, including its amendments, exhibits and other materials incorporated herein by reference, constitutes the entire agreement between the Parties and shall supersede all prior written and oral understandings and agreements between the Parties concerning the Agreement.
d. If any provision of this Agreement is determined by a court to be invalid or unenforceable for any reason whatsoever, that provision shall first be modified to make it valid and in accordance with the original intent of the Parties. However, as a result, all remaining provisions of this Agreement shall not be affected or impaired.
e. The Company may amend this Agreement at any time by posting a revised version on the website www.IRR (Toman).io. Such modified terms will become effective from the moment it is posted. The Buyer agrees and acknowledges that he/she shall regularly check the website for modifications to this Agreement.
VII. Terms and Termination
a. In the event that the Buyer has made full payment or contribution, and the Company in its sole discretion determines that this Agreement is deemed an investment contract or another financial instrument that is subject to regulation by any governmental body or authority, the Company may terminate this Agreement immediately.
b. Upon the termination of this Agreement as described in Clause VII.a of this Agreement, (a) the Buyer will not receive any IRR (Toman) Token, and (b) the Company shall reimburse the Buyer an amount equal to 75% of the Purchase Price.
c. Upon the termination of this Agreement and in the event the Buyer breaches this Agreement, the Buyer shall not be entitled to receive any IRR (Toman) Token, and the Company shall refund the Buyer 75% of the Purchase Price, and the Buyer shall not be entitled to any other recourse or remedy, whatsoever.
VIII. Current and Future Risks
IRR (Toman) Token may have no value at all, except as otherwise provided in the White Paper. The Buyer may lose his/her whole contribution. The Buyer acknowledges and understands that the following list of risks, as well as other future risks, could render IRR (Toman) Token worthless or of little value.
a. Losing access to IRR (Toman) due to loss of private key(s);
b. Risks connected with the functioning, unfavorable fluctuation, and block delays of the Ethereum, Binance and Tron protocol or other related networks;
c. Fluctuation in the purchase price between the moment of purchase and distribution of IRR (Toman) Token;
d. Risk of hacking and mining attacks, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, and other security weaknesses;
e. Uninsured losses;
f. Uncertain regulations and governmental enforcement actions, including taxation;
g. Insufficient interest and traction in the platform and its distributed applications;
h. The development and maintenance of the Company’s website and platform;
i. The risk of dissolution of the www.IRR (Toman).io platform and related activities in the future.
Any use of Tokens in connection with providing or receiving Services in the Ecosystem may be governed by other applicable terms & conditions & policies.
Acknowledgment & Assumption of Risks
There are risks associated with purchasing Tokens, owning Tokens & using Tokens for the provision or receipt of Services in the Ecosystem, as disclosed & explained in Exhibit B to these Terms.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive & hold Tokens 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.
You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, & similar taxes. It is also your responsibility to withhold, collect, report & remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your use of Tokens.
Limitation of Liability
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL THE COMPANY OR ANY OF
The company parties be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the use of the tokens or otherwise related to these terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages & regardless of whether such damages were foreseeable).
2. The limitations set forth in section 6 will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of the company.
3. some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the limitations of this section 6 may not apply to you.
As IRR (Toman) has been built to be a multi-chain application, if in the future new chains emerge that could benefit from IRR (Toman) then those chains will be considered for integration. In addition to Ethereum, Binance and Tron smart contracts, the Company intends for the platform to also include the Company’s existing services (through which users will benefit from the Company’s history & experience), & software to be developed by the Company for the purpose of enabling real world data to settle agreements & easy to use tools to interact with the smart contracts.
While the Company intends to develop the initial smart contracts & software for the platform, the platform will be open to third- party providers. As a result, the Company will not have control over how other participants use the platform & it is possible that the platform could evolve over time in ways which diminish or increase the utility of IRR (Toman) with respect to the Company’s own offerings in the platform. Additionally, the Company reserves the right to modify features, functionalities, or development plans for any products or services that it may make available to platform participants its sole & absolute discretion.
For further information on the platform, the Services & the Company, see: www.IRR.io