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Token Sale Terms & Conditions
The Terms and Conditions (the “T&C” or “Terms”) apply to the Purchaser of the Jada Utility Token (hereinafter “Jada Utility Token”) and future user of the Jada Ai platform (hereinafter “JADA”) and constitute an agreement between JADA and you.
Please read these terms carefully before moving onto the token pre-sale and sale. The T&C affect your obligations and legal rights, including, but not limited to, waiver of rights and limitation of liability. If you do not agree to these terms of sale, do not participate in the sale of the Tokens.
By purchasing the Jada Utility Tokens during the token pre-sale (Pre-ICO) and crowd sale period (hereinafter the “Token Sale”), you will be bound by this T&C,and all terms incorporated by reference.
Your purchase of Jada Utility Token is subject to this T&C.
You may not use our website, services, platforms, and acquire Jada Utility Token, if you are under 18 years old, and if you are a citizen, resident, habitant or legal entity incorporated in Restricted Use Areas as described below.
PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE AND USE CAREFULLY BEFORE ACCESSING THE WEBSITE LOCATED AT jada.ai.com (THE “WEBSITE”) OR THE JADA PLATFORM (DEFINED BELOW) OR PURCHASING TOKENS. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING THE TOKENS DESCRIBED HEREIN AND AGREE TO ASSUME SUCH RISKS UPON ANY PURCHASE OF TOKENS. IN ADDITION, NOTE THAT THESE TERMS CONTAIN A BINDING CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.
The following Terms and Conditions of Token Sale and Use (these “Terms”) form an agreement between Jada Ai Inc, a limited liability company incorporated in Dubai (the “Company” or “we”) and you, or the entity you represent, (“you” or the “Purchaser”) and contain the terms and conditions pursuant to which you will purchase cryptographic ERC-20 standard tokens on the Ethereum blockchain with the symbol ‘JADX” and named ‘Jada Utility Token’ (the “Tokens” and each a “Token”) from the Company. You and the Company are each a “Party” and, together, the “Parties” to these Terms. This document describes the Token sale (the “Token Sale”) and your rights as a Token holder.
Prior to purchasing Tokens, you should carefully consider these Terms. By clicking the Submit button on the web application to purchase Tokens, you agree and accept to be bound by these Terms and any terms incorporated hereafter.
If you have any questions regarding these Terms, please contact the Company at email@example.com. If any of these Terms are unacceptable to you, do not purchase the Tokens.
Prior to purchasing Tokens, you should carefully consider these Terms and, to the extent necessary, consult a lawyer, accountant, and/or tax professional, as applicable.
Purchases of Tokens should be undertaken only by individuals or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including Ethereum-based tokens and blockchain-based software systems. Purchasers should have an expert understanding of the storage and transmission mechanisms associated with cryptographic tokens. While the Company will be available to assist the Purchaser of Tokens during the Token Sale, the Company will not be responsible in any way for loss of any cryptocurrency, including Tokens, resulting from actions taken by, or omitted by Purchaser. If you do not have such experience or expertise, then you should not purchase Tokens or participate in the Token Sale. Your participation in the Token Sale is deemed to be your understanding and acknowledgment that you satisfy the requirements mentioned in this paragraph.
As further described herein, by purchasing Tokens, and to the extent permitted by law, you agree to not hold the Company or 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/or designees liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of Tokens, including losses associated with these Terms.
By using our services, you are agreeing to be bound by the T&C in its latest version. You are aware that Jada Ai may change this T&C at any time, on our sole discretion without any prior notice to you. Any changes will be effective immediately upon posting on our Website. Your continued use of the Jada Ai Platform means that you accept any new or modified terms.
Token distribution is not a public offering of equity or debt and consequently does not fall under the securities or any prospectus regulation.
You can make a contribution to pre-adopt Jada Utility Tokens by sending Ether into the Company’s designated Ethereum wallet.
Alternatively you can pay using Bitcoin through the Company’s designated Bitcoin wallet or by using FIAT via the Company’s official banking partner, said alternative payment information will be provided upon request exclusively via email to firstname.lastname@example.org
Jada reserves the right to amend acceptable digital asset or FIAT at any time, based on its sole discretion.
All acquirement of Jada Utility Tokens shall be publicly accessible via the Ethereum blockchain browser.
Acquiring and storing Jada Utility Tokens involves various risks, in particular that Jada Ai may not be able to launch some operations and continue developing its project or community. Therefore, and prior to acquiring Jada Utility Tokens , you should carefully consider the risks, costs, and benefits of acquiring Jada Utility Tokens within the Token Sale, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity (incl. the risks related to the non-development of Jada Ai networks and operations) or any other risks as indicated in the T&C, should not acquire Jada Utility Tokens , at this stage or later.
There is a risk that in some jurisdictions Jada Utility Tokens might be considered as a security, now or in the future.
Jada Ai does not give warranties or guarantees that Jada Utility Token are not a security in all jurisdictions.
You shall bear its own legal or financial consequences of Jada Utility Token being considered a security in your respective jurisdiction.
The legal ability of Jada Ai to provide Jada Utility Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree of certainty that Jada Utility Tokens are not legal in certain jurisdiction, Jada Ai will, base on its sole discretion, either;
(a) cease operations in that jurisdiction, or
(b) adjust Jada Utility Tokens in a way to comply with the regulation should that be possible and viable.
It is your obligation to check if acquisition and disposal of Jada Utility Tokens is legal in your jurisdiction, and by accepting these Terms you expressly agree and warrant that you will not use Jada Utility Token should their use not be legal in the relevant jurisdiction.
Nobody can guarantee the Etherum source code used by Jada will be flaw-free. It may contain certain flaws, errors, defects and bugs, which may disable some functionality for users, expose users’ information or otherwise. Such flaw would compromise the usability and/or security of Jada and consequently bring adverse impact on the value of Jada Utility Token.
The Ethereum source code could be updated, amended, altered or modified from time to time by the developers and/or the community of Ethereum.
Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects Jada Utility Tokens and/or JADA operation or market value.
You acknowledge that there are risks associated with utilizing an Internet-based digital assets, products and website including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that the Jada shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using our services, website, platform, Jada Utility Tokens howsoever caused.
You acknowledge that there are risks associated with cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all crypto-currencies including Jada Utility Tokens. This could result in the theft, loss, disappearance, destruction or devaluation of Jada Utility Token. To a reasonable extent, Jada will be prepared to take proactive or remedial steps to update the protocol underlying in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. It is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit Jada Ai accurately guide the development of Jada to take into account such unforeseeable changes in the domains of cryptography or security.
Ethereum is an open source project and supported by the community.
The developers of the JADA do not lead the development, marketing, operation or otherwise of Ethereum. Anybody may develop a patch or upgrade of the source code of Ethereum’s source without prior authorization of anyone else. The acceptance of Ethereum patches or upgrades by a significant, but not overwhelming, percentage of the users could result in a “fork” in the blockchain of Ethereum, and consequently the operation of two separate networks and will remain separate until the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact the operation and the market value of Jada and in the worst case scenario, could ruin the sustainability of Jada. While such a fork in the blockchain of Ethereum would possibly be resolved by community-led efforts to merge the forked blockchains, the success is not guaranteed and could take long period of time to achieve.
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. Jada could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of Jada Utility Token , which could impede or limit their existence, permissibility of their use and possession, and their value.
Jada is not liable for failure to perform caused by unavoidable casualty, delays in delivery of materials, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including whether conditions or pandemics), acts of terrorism, security issues arising from the technology used , failure of Etherum or other similar platform, or any similar unforeseen event that renders performance commercially implausible.If an event of force majeure occurs , the party injured by the other party inability to perform, may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances .The Party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of the force majeure in the injured party.
Eligibility, Representation and Warranties
Jada shall have the right to implement necessary measures to monitor compliance of this Section.
Future migration of Tokens
The Tokens are being created as ERC-20 standard compliant tokens on the Ethereum blockchain protocol. We reserve the right to migrate the Ethereum-based Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Jada Platform. Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Jada Platform or any other operational matters, except with respect to the migration process. If the Tokens are migrated to another protocol, the practical utility of Pre-existing Legacy Tokens will cease to exist, once Replacement Tokens are created and in use by a significant portion of Jada Platform participants. In other words, support will be given exclusively to the upgraded, migrated future tokens.
You acknowledge and agree to the following:
a) That for you to continue to participate in the Jada Platform or obtain utility from the Tokens you may need to convert the Tokens you receive to Replacement Tokens in the future.
b) Jada will make all reasonable technological efforts to migrate the tokens automatically to the same address originally used to acquire them
c) That you will not incur in any activity to acquire any tokens from third parties to Jada and manipulate your balance
d) That you will abide by Jada’s internal token holder ledger, which will be equal to the first Jada token transfer registered on-chain for each wallet, disregarding any and all subsequent transfers from the Recepter wallet to Third Party wallets that have not been registered by Jada or that belong to any other Adopter (non-transferability)
e) That you agree to comply with all future KYC procedures that are necessary to receive the future v2 upgraded Jada Token, which currently has a working, preliminary name designation of “Jedit” or “JADX”
Intellectual Property Rights
To the extent that copyright or other intellectual property rights exist on the Jada platform, website, Jada Utility Token and services such as software, know-how, analysis or programs, those copyrights and other intellectual and industrial rights belong to Jada Ai.
Under no circumstances will these Terms be construed as granting, by implication, estoppel or otherwise, a license to any Intellectual Property or components thereof other than as specifically granted in these terms. You agree that Jada Ai Intellectual Property may be used only as provided in these terms. All rights not expressly granted herein are reserved.
Disclaimer of Warranties
Limitation of liability
You will defend, indemnify and hold Jada, its affiliates and licensors and its officers, directors, contractors, employees, agents and representatives, harmless from and against all claims, actions, demands, liabilities, damages, losses, costs and expenses (including legal fees) relating to or arising from (a) your use of our services, website, platform, Jada Utility Token (b) your breach of these terms or any other liabilities arising out of your use of the services, website and product or the use by any other person accessing the website, service, platform, Jada Utility Token using your computer and/or your personal information (c) your violation of any rights of any other person or entity in connection with these terms (d) third-party claims concerning these terms or you thereof. You will promptly notify us of any third-party claims, actions, or proceedings which you become aware of that involves Jada Ai as a result of these terms. Jada may participate with counsel of its own choosing in any proceedings describing above. Should Jada be required to respond to compulsory legal order, you will reimburse Jada Ai for reasonable attorney and contractors fees for their time and material spent responding to obligatory legal orders. You will not agree to any settlement which imposes any obligation or liability for Jada Ai without Jada Ai’s prior written consent.
To the fullest extent permitted by applicable law, your release Jada and its employees, officers, and affiliates from responsibility, liability, claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties. You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in you favor at the time of agreeing to this release.
Links to other Websites
Term and Termination
This agreement is entered into for unlimited duration. We reserve the right to terminate and/or suspend your access to our services/website, without giving you prior written notice and delete all related information and files related to your use of our services, website, platform, mobile application, without liability to you, at any time for any reason, including, but not limited to, if based on our sole discretion believe: (i) You have violated these Terms, (ii) You create risk or possible legal exposure for us.
You may contact us by sending email to email@example.com with general questions. All legal notices (including legal disputes) must be sent in writing to one of the following addresses: firstname.lastname@example.org or
Gate Avenue, Dubai International Financial Centre, United Arab Emirates
by postage prepaid by certified or registered mail, return receipt requested and addressed to the authorized representative of the relevant Party.
All given notices must be in English language.
Jada makes no representation as to the tax implication of any jurisdiction. You shall be solely liable for all such penalties, claims, fines, punishments, liabilities or otherwise arising from his/her underpayment, undue payment or belated payment of any applicable tax.
After the Token Sale
You should have no expectation of ownership or influence over the governance of Jada. Prior to a you selling Tokens, you shall ensure that the buyer of any such Token undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the Token sale (including, without limitation, the satisfactory completion of any Compliance Procedures). No certificate will be issued in relation to Tokens and a Purchaser’s personal Token holding is not required to be reflected, recognized, or recorded in any account or ledger maintained by the Jada save in connection with the Compliance Procedures.
Rejection and Refund Policy
The Purchase of the Jada Utility Tokens is final .You cannot cancel the purchase and your purchase cannot be refunded, except as determined by Applicable Law. We have the right to reject your offer to Purchase Tokens
All disputes arising from or under these T&C shall be resolved by arbitration in accordance with the UAE arbitration Rules in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only.
The seat of the arbitration shall be the DIFC . The arbitral proceedings shall be conducted in English.
ANTI MONEY LAUNDERING
The Purchaser represents and warrants that:
• is not a Prohibited Person;
• no person or entity that controls, is controlled by or under common control with, the Purchaser is a Prohibited Person;
• neither the Purchaser nor any person having a direct or indirect beneficial interest in the Purchaser or the Tokens being acquired, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions; and
• to the extent that the Purchaser has any Beneficial Owners;
-it has carried out thorough due diligence to establish the identities those Beneficial Owner
-based on that due diligence, the Purchaser reasonably believes that no Beneficial Owner is a Prohibited Person
-it holds the evidence of those identities and status and will maintain all of that evidence for at least five years from the date of the Purchaser's complete redemption from the Company; and
- it will make available that evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations.
For these purposes, “Beneficial Owners” include, but are not be limited to the following: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund of funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person represented by the Purchaser in an agency, representative, intermediary, nominee or similar capacity. If the Beneficial Owner is itself an entity,9
You Purchaser acknowledges that if any of the representations and warranties in the preceding clause ceases to be true or if Jada no longer reasonably believes that it has satisfactory evidence as to their truth, despite any other agreement to the contrary, Jada may, in accordance with applicable regulations, be obligated to do one or more of the following:
• to take certain actions relating to you holding of Tokens;
• to report that action; and
• to disclose your identity to OFAC or any other authority.
If Jada is required to take any of the actions referred to in the preceding clause, the Purchaser understands and agree with Jada, that it has no claim against Jada, and its affiliates, directors, members, partners, shareholders, officers, employees and agents for any of damages as a result of any such actions.
To the extent that the foregoing release endures for the benefit of any director, officer, employee, delegate, agent or subcontractor (whether existing or in the future) of Jada, the Purchaser acknowledges, and by accepting this application Jada agrees, that the Company holds the benefit of release on trust for that person.
In order to comply with the anti-money laundering regulations applicable to Jada, the Purchaser acknowledge to Jada that Tokens will not be issued until Jada is satisfied that evidence regarding the source of the purchase amounts and your identity is satisfactory
Upon Jada’s request, you will immediately provide to Jada information and documents that the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti- money laundering applicable laws.
Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to Jada disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Your failure to provide accurate and complete information required for your receipt of Tokens may result in delays, losses, costs, non-delivery of refunds or Tokens or other issues.
You acknowledge that Jada may refuse to distribute Tokens to you and or provide access to your account until such requested information and/or documents is provided. Jada reserves its right to request further information and documentation at any time in its sole discretion. Jada may refuse you access should it have doubts as to validity, authenticity and genuineness of the documents, provided by you. You agree that Jada shall not be liable for any loss arising as a result of the delay or non-delivery of Tokens to you or any other actions taken by Jada described in this section, and you hereby waive all claims against Jada arising from such losses. You agree to indemnify and hold harmless Jada , against any loss incurred by Jada due to any such information or documentation not being provided by you.
You agree that Jada will process all personal data you provide or make available during the Sale Period, including among other ,but not limited to your:
• name and surname;
• country of residence/nationality
• scanned government issued ID (which must be valid for at least 6 months as of uploading date);
• date of birth (if not available on the ID document);
• primary occupation;
• proof of residency, which will be provided with any of the following documents:
o Bank statement of your current account;
o Credit card statement;
o Loan-related documents from a bank;
o Utility bill;
o Broadband home internet bill, landline phone bill;
o Tax return, council tax bill;
o Government-issued certificate of residency;
• mobile phone number;
• photographs of you (which you must provide holding your ID document next to your face, with you head and shoulders visible, or by holding a hand-written piece of paper containing the words “Jada” and the date of your application); and
• any other personal identification information reasonably required by Jada to discharge its identification and/or anti-money laundering and terrorism financing obligations.
In addition to the information set out above, Jada collects information from running its Website, provided thereto, and processes such information. When you visit the Website, Jada collects information sent by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with the Jada’s website, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When you access the Website, Jada or its applicable third-party service providers on behalf of the Company may place small data files called cookies on your computer or other device. Jada uses these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
We take your privacy very seriously .Jada may share your personal data with third parties in order to complete the Token Sale ,reveal or suppress fraud or fix technical bugs or eliminate security problems. Jada will disclose your personal data to its affiliates, subsidiaries and third-party service providers in so far as is necessary to complete the Token Sale and fulfill the purposes set out below. The processing of your personal information shall otherwise be in accordance with the terms of Jada’s privacy policies in effect from time to time.
You agree that Jada will process your personal data to market, conduct and perform technical analysis on the completion of the Token Sale. Processing of your personal data will also be carried out in order to: (a) fulfill the Company's obligations under these Terms and under applicable law (including to comply with applicable anti-money laundering requirements); (b) complete your registration; (c) provide technical support and (d) to assist the Company in the development of the System and the performance of the activities set out in the Jada AI Paper.
Security measures. We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. We also authorize access to personal information only for those employees who require it to fulfill their job responsibilities.
You are responsible for implementing all measures for securing the wallet, vault, or other storage mechanism you use to receive and 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. Under no circumstance whatsoever or howsoever is the Company responsible for any losses, costs, or expenses relating to lost access credentials.