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Loyakk Ltd. TERMS AND CONDITIONS of Loyakk UTILITY TOKEN (“LYK”)
THIS DOCUMENT IS NOT A SOLICITATION FOR INVESTMENT AND DOES NOT PERTAIN IN ANY WAY TO AN OFFERING OF SECURITIES IN ANY JURISDICTION. THE TOKEN SALE IS ONLY FOR SOPHISTICATED USERS WHO ARE KNOWLEDGEABLE IN THE FEATURES AND RISKS OF RELEVANT BLOCKCHAIN TECHNOLOGY AND SMART CONTRACTS.
PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
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THERE IS NO ASSURANCE THAT THE SALE OR PURCHASE OF ANY TOKENS OR RIGHTS TO TOKENS WILL BE DEEMED COMPLIANT BY ANY REGULATORY AUTHORITY, INCLUDING BUT NOT LIMITED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION, INTERNAL REVENUE SERVICE, EUROPEAN SECURITIES AND MARKETS AUTHORITY, ANY EUROPEAN TAX AUTHORITY, AND ANY AGENCY ENFORCING COMMODITIES LAW OF ANY JURISDICTION. PROSPECTIVE PARTIES TO THIS AGREEMENT SHOULD NOT CONSTRUE THIS AGREEMENT OR ANY OTHER ATTENDANT COMMUNICATIONS AS LEGAL, INVESTMENT, TAX, REGULATORY, FINANCIAL, ACCOUNTING OR OTHER ADVICE. PRIOR TO SELLING OR PURCHASING ANY TOKENS OR RIGHTS THERETO, YOU SHOULD CAREFULLY REVIEW ANY RISK FACTORS THAT ARE PROVIDED OR OTHERWISE ARE RISK FACTORS ASSOCIATED WITH THE PURCHASE OF ANY TOKENSAND CONSULT WITH YOUR OWN LEGAL, INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL BENEFITS, BURDENS, RISKS, AND OTHER CONSEQUENCES OF SUCH TRANSACTION. THE TAX AND SECURITIES TREATMENT OF THIS AGREEMENT, THE PURCHASE RIGHTS CONTAINED THEREIN AND ANY TOKEN DISTRIBUTION IS UNCERTAIN. THERE MAY BE ADVERSE TAX, SECURITIES, OR LEGAL CONSEQUENCES FOR TOKEN CONTRIBUTORS UPON CERTAIN FUTURE EVENTS. A PURCHASE PURSUANT TO THIS AGREEMENT AND THE PURCHASE OF TOKENS OR RIGHTS PURSUANT THERETO MAY RESULT IN ADVERSE TAX OR SECURITIES CONSEQUENCES TO TOKEN CONTRIBUTORS, INCLUDING BUT NOT LIMITED TO WITHHOLDING TAXES, INCOME TAXES, SALES OR USE TAXES, RESCISSION, TAX REPORTING AND SECURITIES REGISTERING REQUIREMENTS. EACH TOKEN CONTRIBUTOR SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN PROFESSIONAL TAX ADVISORS AND ATTORNEYS WITH RESPECT TO THE UNITED STATES AND NON-TAX TREATMENT OF A PURCHASE THROUGH THIS AGREEMENT AND THE RIGHTS CONTAINED THEREIN.THIS SIMPLE LICENSE AGREEMENT FOR FUTURE TOKENS HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SIMPLE LICENSE AGREEMENT FOR FUTURE TOKENSMAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED HEREIN.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 5(A) OF THIS AGREEMENT. IT DETERMINES HOW DISPUTES ARE RESOLVED.
The "Bonus Rate" is as stated on Loyakk.io.
See Section 2 for certain additional defined terms.
"Hack" means any virus, trojan horse, worm, backdoor, or other software, hardware, or blockchain code or tool that devices the effect of which is to permit the unauthorized access to, or to disable, erase, modify or otherwise harm or deprive, the Token Contributor's lawful right to use the Token or the Company's blockchain-based platform(s).
"Investigation" means the initiation of any investigation of the Company, Token or any rights associated with the Token by a securities, tax, commodities or financial regulatory agency or entity.
"Network Launch" means the development and launch of a minimum viable product of the Company's blockchain-based enterprise relationship platform.
"Simple License Agreement for Future Tokens" means an Agreement containing a future right to units of tokens, similar in form and content to this Agreement, purchased by Token Contributors for the purpose of developing, scaling, and using the Company's blockchain-based enterprise relationship platform.
"Token(s)" means the license and any rights described herein which is hereby granted to the Token Contributor to the LoyakkToken(s) which may be used by the Token Contributor to securely transfer, communicate, transmit, or circulate data and information on the Company's blockchain-based enterprise relationship platform. Company hereby grants each Token Contributor a fully-paid, non-sublicensable, freely transferable, and irrevocable license (subject to the restrictions herein) to use, consume or transfer the Token; provided, however, Token Contributor shall have no other license to the Token, and Token Contributor shall only have this express license and does not have any implied licenses. Token Contributor's license to the Token shall be immediately void in the event of a Hack (as defined herein this section), or in the event any Investigation (as defined herein this section), and Company shall immediately retain any and all licenses to the Token. and may take any and all measures to prevent any further use or access to the Token. Token contributor shall not transfer the Token with the expectation of profit, whether such expectation is explicit or implicit; such transfer shall immediately void all rights and licenses of the Token Contributor to the Token. Further, any Hack or Investigation of the Token Contributor's license or a subsequent token purchaser or transferee's license, shall also be subject to the terms and conditions of this Agreement. Company, in its sole discretion, may assign ownership of the license to the Token Contributor.
THESE TERMS AND CONDITIONS ("TERMS") ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AS THE USER OF THE PLATFORM (AS DEFINED HEREIN) AND ISTRATEGY, LTD. ("WE", "US", OR "COMPANY"), THE OWNER OR OPERATOR OF THE LOYAKK TECHNOLOGY PLATFORM, INCLUDING WWW.LOYAKK.IO AND THE LOYAKK TOKEN ("TOKEN") (COLLECTIVELY, REFERRED TO AS THE "PLATFORM"). THESE TERMS STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PLATFORM. BY ACCESSING AND USING THE PLATFORM, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED, AND YOU MUST NOT, ACCESS OR USE THIS PLATFORM. PLEASEREAD THESE TERMSCAREFULLY AND IN ITSENTIRETY.
In order to purchase Token, you shall transfer Ethereum ('ETH') or Bitcoin ('BTC') to a wallet address for the purpose of purchasing the Company's Token. A transfer to the Company's wallet address shall only be complete after the Company has received and given you a network confirmation of the transfer. You must provide an address on ETH blockchain that is fully ERC-20 compliant and able to receive the Company's Token. You shall receive the Company's Token after the Network Launch which is defined herein by the Simple License Agreement for Future Tokens. The purchase price perCompany's Tokens is published in the Tokenomics document at https://loyakk.io/#white-paper and as modifiedby the Simple License Agreement for Future Tokens. Company's Token sale shall take place in two separate phases. You must submit an offer to purchase the Company's token during the Company's token sale. The first phase ('International Sale') shall begin prior to the U.S. Accredited Investor Sale, except as otherwise provided herein. The International Sale shall be open to citizens and residents of, and those domiciled, in any country or territory other than and outside of the United States, and shall be subject to the specific terms and conditions of the Simple License Agreement for Future Tokens referenced herein. The second purchase period ('U.S. Accredited Investor Sale')shall be open to persons who are properly participating in the International Sale, and all U.S. citizens, U.S. residents, and those domiciled in the United States or its territories who are also an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and shall be subject to the specific terms and conditions of the Simple License Agreement for Future Tokens referenced herein. You acknowledge that the Simple License Agreement for Future Tokens may reflect different terms, conditions and requirements for the International Sale and the U.S. Accredited Investor Sale, including but not limited to an accredited investor requirement, a lock-up period for the Token, and varying discount rate(s), if any. During any of the Company's Token sales, you may be required to purchase a certain number of the Company's Token ('Minimum Contribution'). The Company in its sole discretion may reject or void any amount below the Minimum Contribution. All purchases of the Token are final, and no refunds shall be offered other than as described herein. Company reserves the right to cancel or suspend the sale of its Tokens, in which case, Company may return Your purchase in full, subject to deductions for any and all administrative, third-party or other transaction fees or charges that may be incurred in connection with such return. You agree to be solely responsible for any and all administrative, third-party or other transaction fees or charges that may be incurred in connection with such return.
Any Token purchase is subject to and contingent upon the Company's verification of Your identity and shall be in accordance with the Company's Policy (as defined herein). Company may reject any ETH or BTC sent from any wallet, digital or electronic address if you do not strictly comply with the terms and conditions herein.
You represent and warrant that: (a) you may lawfully purchase Tokens to be issued to the wallet address you provide to the Company, including satisfaction of the U.S. accredited investor status, if you are U.S. person as defined by the Securities Act of 1933, as amended; (b) You have obtained all necessary consents and authorizations required and observed any formalities in any jurisdiction required to enable you to enter into and comply with these Terms and to purchase the Tokens; (c) You are not a resident in any territory, province.or countryin which it is unlawful to purchase the Token; (d) You are of sufficient age to participate in the Token Sale and have full legal capacity of conduct under the laws of Your country of residence or domicile; and (e) You have carefully read all the applicable terms and conditions applying to any purchase of the Company's Token anduse of the Company's Platform, including but not limited to these Terms, the Company's whitepapers on the Token, business overview, and solution architecture overview, and that you acknowledge and agree that you have had reasonable opportunity to consult with independent legal counsel prior to any purchase of the Token.
You acknowledge, represent and warrant that you are a sophisticated individual or entity and understand the risks associated with the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain assets and tokens including ETH, BTC, the Token, blockchain-based software systems, cryptocurrency wallets or other ERC-20 token storage mechanisms, blockchain technology and smart contract technology. You acknowledge and understand that any use of the Token is contingent upon the development of the Platform, and that the features and characteristics of such Platform development may be subject to change by the Company for any reason in its sole discretion.
Subject to Your compliance with these Terms and the Simple License Agreement for Future Tokens, the Company hereby grants you a limited, revocable, non-transferable (except to the extent the Simple License Agreement for Future Tokens allows Tokens to be transferred), non-sublicensable (except to the extent the Simple License Agreement for Future Tokens allows Tokens to be sublicensed), fully paid, and non-exclusive license to access the Platform and use the content, information, text, images, logos, icons, graphics, interfaces, Platform design, audio, and video clips and any other materials displayed on the Platform (collectively, the 'Content'), solely for Your use. You may not copy, modify, reproduce, retransmit, publicly display or perform, distribute or otherwise use the Content except as expressly set forth in these Terms. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of these Terms, Your authorization to use the Platform and Content automatically terminates without notice to you.
Company has adopted a Know Your Customer Policy" (the "Policy"), which may be amended or changed from time to time as described herein these Terms. Company may enact reasonable procedures and processes to administer this Policy and to identify and verify the identity of any user of its Platform and any person or entity attempting to purchase a Token on the Platform, which may include but is not limited to procedures and processes intended to:designation of a compliance officer; employee training;auditing;request evidence or documentation necessary to verify your identity and other necessary information;monitoring of Your Tokens and account; and use third-party service providers to verify the identity of any and all users of the Platform. Company shall not accept or process any Token purchases that it deems to be in violation of its KYC or Legal or Fiscal compliance policies.
You hereby acknowledge and agree that the Company owns or controls all legal right, title and interest in and to the Content and the Platform, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and proprietary rights therein, whether such rights are registered or unregistered, pending or provisional, and wherever in the world those rights may exist. Your use of the Platform does not grant you ownership of any kind in any Content. You may access on or through this Platform. Unauthorized use is strictly prohibited.
You hereby agree to defend, indemnify, and hold iStrategy Parties (as defined in Section 8 of these Terms harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorney's fees and costs) arising from:
THE PLATFORM, CONTENT, AND ANY PRODUCTS ARE FURNISHED TO YOU 'AS IS' AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS,BUSINESS PARTNERS, JOINT VENTURERS,SUPPLIERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE "ISTRATEGY PARTIES"): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PLATFORM OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, SECURE OR FREE OF VIRUS; (C) DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT OR PRODUCTS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE PLATFORM, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE PLATFORM, CONTENT OR PRODUCTS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM, CONTENT OR PRODUCTS THEREON.
IN NO EVENT SHALL ANY ISTRATEGY PARTIES BE LIABLE TO YOU, OR ANY THIRD-PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS OR CONTENT OR LOSS OF THE USE OF THE PRODUCTS OR CONTENT, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, ACTION IN EQUITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF AN ISTRATEGY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, IN NO EVENT SHALL ISTRATEGY PARTIES BE LIABLE FOR ANY MISTAKES, CONSUMER ALERTS, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY OR PROFANITY IN ANY CONTENT, NOR SHALL ISTRATEGY PARTIES BE LIABLE FOR ANY STATEMENTS, REPRESENTATIONS OR ANY OTHER INFORMATION OR CONTENT PROVIDED BY ITS USERS IN ANY PUBLIC FORUM, PERSONAL HOME PAGE OR OTHER INTERACTIVE AREA, WHETHER OR NOT PART OF THE PLATFORM.
IN NO EVENT SHALL COMPANY'S LIABILITY UNDER THIS CONTRACT EXCEED THE AMOUNT OF MONEY THE COMPANY ACTUALLY RECEIVES FROM YOU UNDER THESE TERMS.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANY ISTRATEGY PARTIES' LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH ISTRATEGY PARTIES LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
In no event will Company be liable or responsible to you, or deemed to be in default or breach of these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by any circumstances beyond Company's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, national or regional shortage of adequate power or telecommunications or transportation, power outages, blackouts, brownouts, electrical surges or any event resulting in a stoppage, delay, Hack (as defined in the Simple License Agreement for Future Tokens), or failure, malfunction, breakdown, disruption, forking, errors of any blockchain or any blockchain-based software systems in connection with Platform. Company may terminate these Terms if a Force Majeure Event affecting the Company continues substantially uninterrupted for a period of 30 days. In the event of any failure or delay caused by a Force Majeure Event, the Company may give notice to you stating the period of time the occurrence is expected to continue and may use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
The validity, interpretation, and performance of these Terms shall be controlled by and construed under the laws of the State of Californiawithout regard to its conflicts of laws principles.
These Terms, the Simple License Agreement for Future Tokens, and any other terms andprivacy policies referenced herein, is the entire agreement between you and the Company and supersedes any prior agreement or understanding regarding anything connected to that subject matter.
Company may add to, change or remove any part of the Platform, including, without limitation, any content, at any time without prior notice to you. We also have the exclusive reserve the right to modify these Terms at any time. When We make changes to the Terms, We will revise the 'Last Updated' date at the top of the Terms and We will notify you of the changes by prominently posting a notice of such changes on the Platform and/or be sending you an email. We encourage you to review these Terms whenever you visit the Platform. By continuing to access and use the Platform after any such changes have been posted, you are indicating Your acceptance of such changes, even if you have not reviewed the changes.
Whenever you visit our Platform or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Platform or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.
Company's failure to exercise, partially exercise or delay in exercising any right or remedy under these Terms shall not operate as a waiver or estoppel of any right, remedy or condition.
If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.
You may not assign or otherwise transfer or delegate Your obligations or performance under these Terms to a third-party without Company's prior written consent. Company may assign or transfer its rights or delegate any performance under these Terms to any third-party in its sole discretion.
The Platform is operated by iStrategy, Ltd and any iStrategy Parties that it may collaborate with. Any feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: email@example.com
Hello, Are You A US Resident or Investor?
Sorry. US Investors are not allowed to purchase Loyakk Tokens at this time. Please stay tuned.
This investment is open to US investors who meet any ONE of the Accredited Investor Requirements below. Please make one of the following representations regarding your income or net worth, if applicable:
Your income during each of the past two years exceeded $200,000 or, if you are married, the joint income of you and your spouse during each of the last two years exceeded $300,000, and the you reasonably expects your income, from all sources during this year, will exceed $200,000 or, if you are married, the joint income of you and your spouse from all sources during this year will exceed $300,000:
Your net worth, including the net worth of the your spouse, is in excess of $1,000,000 (excluding the value of your primary residence):
The undersigned is a corporation, partnership, business trust, not formed for the purpose of acquiring Securities, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in each case with the total assets in excess of $5,000,000.
If you have any questions, please send us a note at
 For purposes any individual or entity certification, “income” means adjusted
gross income, as reported for federal income tax purposes, increased by the
following amounts: (a) the amount of any tax exempt interest income received,
(b) the amount of losses claimed as a limited partner in a limited partnership, (c)
any deduction claimed for depletion, (d) amounts contributed to an IRA or
Keogh retirement plan, and (f) any amounts by which income from long-term
capital gains has been reduced in arriving at adjusted gross income pursuant to
the provisions of Section 1202 of the Internal Revenue Code.
 For purposes any individual or entity certification, “net worth” means the excess of total assets, excluding your primary residence, at fair market value over total liabilities, including your mortgage or any other liability secured by your primary residence only if and to the extent that it exceeds the value of your primary residence. Net worth should include the value of any shares of stock or options held by you and your spouse and any personal property owned by you or your spouse.
Sorry, this investment is only open to US investors who meet “accredited investor” requirements.
If you have questions, please send us a note at firstname.lastname@example.org.