THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 13. PLEASE READ THE AGREEMENT CAREFULLY.
1. General Terms
1.1 Important Token Sale Disclaimers
The Terms do not constitute investment advice and you should consult with your tax and investment advisers prior to purchasing EECoin or any other cryptocurrency. Neither EnLedger nor any of its affiliates should be considered as advisor in any legal, tax or financial matters. No representations or warranties of any kind are intended or should be inferred with respect to the economic return or the tax consequences from a purchase of EECoin. Any information in the Terms is given for general information purposes only and EnLedger does not provide any warranty as to the accuracy and completeness of this information.
a) The EEC token is a blockchain asset class which confers upon its holder the ability to pay for EnLedger Platform services which may be developed in the future.
b) The EEC token does not give any rights of dividend, divestment, or interest to token-holders.
c) EEC token sales by EnLedger at EnLedger.io are final and non-refundable to the purchaser.
d) The EEC token is not a share and does not give any right to participate in the governance of EnLedger.
e) Any person purchasing EEC (hereafter referred to as “Purchaser”), expressly acknowledges and represents that they have carefully reviewed these Terms and fully understand the risks, costs and benefits associated with the purchase of cryptocurrencies as indicated in the Terms.
1.2 Knowledge Required
Any person undertaking to purchase EEC should ensure they understand the implications and risks of holding blockchain assets and services, and that they fully understand the risks associated with investing in EEC as well as the mechanisms related to the use of cryptocurrencies generally (incl.uding storage). EnLedger shall not be responsible for any loss of EEC or situations making it impossible to access EEC such as loss of wallet information, which may result of any actions or omissions of Purchasers or any person undertaking to acquire EEC.
1.3 EnLedger Makes No Guarantee of Profit or Loss to EECoin Token Holders
Purchasers of EECoin are not guaranteed any expectation of profit or loss over time based on activities taken by EnLedger. EnLedger may profit from market activities even at times when token-holders do not see the value of the token go up, and even while the EECoin Energy Index Price itself is going down based on the price index calculation from constituent index prices. EECoin holders and EnLedger do not participate in a shared enterprise based on the purchase of EECoin, the EECoin price, the market activities of EnLedger, or in any other way.
Buying EECoin is not an investment in EnLedger and no shares or rights are conferred upon the purchaser by EnLedger, except for the ability to vote on future EECoin Energy Index Price constituency changes and weighting factor adjustments, which will be proposed at the sole discretion of EnLedger. EnLedger does not guarantee or agree that it will make any purchases of EECoin, and neither EnLedger nor purchasers of EECoin have any financial obligations to each other after the purchase of EECoin is completed. EnLedger becomes the sole owner of the funds transferred to us during the sale of EECoin, and does not hold those funds on behalf of any other party, including any Purchaser.
1.4 Price Point Expectations
The EECoin Energy Index Price, and price-pegging strategy of the EECoin project is in no way linked to the fluctuation in market value of EnLedger, but is instead based only on the prices of the constituent indices in the index price formula. While EECoin is designed so that its price will track the EECoin Energy Index Price, there is no requirement for EnLedger to undertake any activity to maintain the price peg, and EnLedger will maintain the price point only when, and for however long that it is in the rational interest of EnLedger to do so. The goal of this structure is to offer the public a way to participate in an energy-efficient blockchain network and to provide market pressure towards the creation of new renewable energy projects thereby enabling society to provide a market incentive for production of renewable forms of energy (as opposed to non-renewable ones) when they wish to participate in a blockchain platform or smart contract. The Purchaser buys EECoin in exchange simply for the ability to use the payment layer within EnergyChain services, or a “gas” of core functionalities to be developed on the Energychain service platform, and for exposure to green energy stock and bond markets with the explicit knowledge that EnLedger will maintain the EECoin Energy Index Price only to the extent that it is in the interests of EnLedger to do so.
1.5 Reservation of Right to Change Services or Cease Providing Services
EnLedger reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the services provided by EnLedger, including the maintenance of the EECoin blockchain, with or without notice; charge fees in connection with the use of the Service; modify and/or waive any fees charged in connection with the Service; and/or offer opportunities to some or all holders of EECoin. You agree that EnLedger shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, in whole or in part.
1.6 Use of the Site and the Services
NOTE: RESIDENTS OF NEW YORK STATE, WASHINGTON STATE, AND NORTH KOREA: We are sorry but EnLedger cannot serve you (via any token-sales functionalities or wallet support) at this time. You may find your access to our servers restricted if you are connecting from one of these locations. Please do not buy EECoins at EnLedger.io by circumventing IP restrictions or by other means.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. EnLedger is a global platform and by accessing the Content or Services, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access the Services and Content and enter into arrangements as provided by the Services. You further represent that you are otherwise legally permitted to use the sServices in your jurisdiction including owning cryptographic tokens of value, and interacting with the Services or Content in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that EnLedger is not liable for your compliance with such laws.
4. Account Password and Security
When setting up an account within EnLedger, you will be responsible for keeping your own account secrets, which may be a twelve-word seed phrase, an account file, or other locally stored secret information. EnLedger encrypts this information locally with a password you provide, that we never send to our servers. You agree to (a) never use the same password for EnLedger that you have ever used outside of this service; (b) keep your secret information and password confidential and do not share them with anyone else; (c) immediately notify EnLedger of any unauthorized use of your account or breach of security. EnLedger cannot and will not be liable for any loss or damage arising from your failure to maintain your account secrets safely and confidentially
5. Representations, Warranties, and Risks
EnLedger will do its best to launch its operations and develop EnLedger platform. Any person undertaking to acquire EEC token acknowledge and understand however that EnLedger does not provide with any guarantee that developed. EnLedger (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the inability to use the EEC token, excepted in case of intentional misconduct or gross negligence.
a) Purchasing the EEC token cannot be considered as an invitation to enter into an investment nor be considered as an offering of securities in any jurisdiction.
b) Acquiring EEC token shall not grant any right or influence over EnLedger’s organization and governance to the Purchasers.
c) EnLedger is not a financial intermediary according to any US State statutes at this time, and we do not take funds on behalf of any third-party at any time.
d) Neither EnLedger nor any of its affiliates are to be or shall be considered as advisor in any legal, tax or financial matters. Any information in the Terms is given for general information purpose only and EnLedger does not provide with any warranty as to the accuracy and completeness of this information.
5.1 Representations and Warranties
By participating in the Token Sale, the Purchasers agree to the Terms and in particular, they represent and warrant that they:
a) are authorized and have full power to purchase EEC according to the laws that apply in their jurisdiction of domicile;
b) are not acting for the purpose of speculative investment;
c) will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
d) are solely responsible for determining whether the acquisition of EEC is appropriate for them;
e) are acquiring EEC for a future use of the EnLedger platform;
f) understand the risks associated with the Token Sale (incl. the risks related to the non-development of EnLedger network and operations).
g) Understand the use of cryptocurrencies and its associated risks.
Acquiring EEC token involves various risks, in particular that EnLedger may not be able to launch its operations and develop its platform. Therefore, and prior to acquiring EEC token, any interesting person should carefully consider the risks, costs, and benefits of acquiring EEC token within the Token Sale, and, if necessary, obtain any independent advice in this regard. Any interesting person being not in the position to accept nor to understand the risks associated with the Token Sale (incl. the risks related to the non-development of EnLedger network and operations) or any other risks as indicated in the Terms, should not acquire EEC token, at this stage or ever later.
5.3 Service Disclaimer
You expressly understand and agree that your use of the Service is at your sole risk. The Service (including the Service and the Content) are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that EnLedger has no control over, and no duty to take any action regarding: which users gain access to or use the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EnLedger from all liability for you having acquired or not acquired Content through the Service. EnLedger makes no representations concerning any Content contained in or accessed through the Service, and EnLedger will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
5.4 Sophistication and Risk of Cryptographic Systems
By utilizing the Service or interacting with the Content or platform in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow blockchain-based software systems.
5.5 Risk of Regulatory Actions in One or More Jurisdictions
EnLedger and EEC could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of EnLedger to continue to develop, or which could impede or limit your ability to access or use the Service or third-party blockchains.
5.6 Risk of Weaknesses or Exploits in the Field of Cryptography
You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and Services of Content, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, EnLedger intends to update the protocol underlying Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee orotherwise represent full security of the system. By using the Service or accessing Content, you acknowledge these inherent risks.
5.7 Volatility of Crypto Currencies
You understand that blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Service platforms of EnLedger or our Partners. You acknowledge these risks and agree that EnLedger cannot be held liable for such fluctuations or increased costs.
5.8 Application Security
You acknowledge that Energychain applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Service. You further expressly acknowledge and represent that third-party applications can be written maliciously or negligently, that EnLedger cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by EnLedger in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Service or Content.
7. Limitation on liability
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER METAMASK NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF METAMASK HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITE OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Proprietary Rights of EnLedger
All title, ownership and intellectual property rights in and to the Service are owned by EnLedger or its licensors. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by EnLedger, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Service, in whole or in part.
The Service provides, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because EnLedger has no control over such sites, applications and resources, you acknowledge and agree that EnLedger is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that EnLedger shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
10. Termination or Suspension
EnLedger may terminate or suspend all or part of the Service and your EnLedger access immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms. Upon termination of your access, your right to use the Service will immediately cease.
The following provisions of the Terms survive any termination of these Terms: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.
11. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.
12. Procedure for Making Notices
If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide EnLedger’s Copyright Agent a written Notice containing the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
c) a description of where the material that you claim is infringing is located on the Service;
d) your address, telephone number, and email address;
e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
EnLedger can be reached at:
16192 Coastal Highway
Lewes Delaware, 19958
and via email at info (at) enledger.io
13. Binding Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
13.1 Initial Dispute Resolution
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
13.2 Binding Arbitration
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the "AAA"), excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Binding arbitration shall take place in New York. You agree to submit to the personal jurisdiction of any federal or state court in New York County, New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
13.4 Class Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ENLEDGER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
13.5 Exception - Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
13.6 30-Day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: EnLedger ℅ SOLES, Corporation 16192 Coastal Highway Lewes Delaware, 19958 and via email at email@example.com. The notice must be sent within 30 days of September 6, 2016 or your first use of the Service, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, EnLedger also will not be bound by them.
13.7 Changes to This Section
EnLedger will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.For any dispute not subject to arbitration you and EnLedger agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Sussex County, Delaware. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.The Terms and the relationship between you and EnLedger shall be governed by the laws of the State of Delaware without regard to conflict of law provisions.
14. General Information
14.1 Entire Agreement
These Terms (and any additional terms, rules and conditions of participation that EnLedger may post on the Service) constitute the entire agreement between you and EnLedger with respect to the Service and supersedes any prior agreements, oral or written, between you and EnLedger. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
14.2 Waiver and Severability of Terms
The failure of EnLedger to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
14.3 Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14.4 Section Titles
The section titles in the Terms are for convenience only and have no legal or contractual effect.
Users with questions, complaints or claims with respect to the Service may contact us using the relevant contact information set forth above and at info (at) enledger.io.
14.6 Governing Law
Any dispute, controversy or claim arising out of or in relation with the present White Paper, shall be resolved according to Delaware by arbitration in accordance with the Sussex County and the State of Delaware 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 arbitral proceedings shall be conducted in English.