TERMS & CONDITIONS

The following terms and conditions (these “Terms”) govern the initial token sale(the “Token Sale”) by Hash Rush (the “Company”) for the Sale by the Company to you, and the purchase by you from the Company, of the RC tokens (the “RC Tokens”) during the Sale Period (as defined in Paragraph 3.1). Each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, you and the Company shall hereinafter be referred to as the “Parties".

 

PLEASE READ THE TERMS SET OUT HEREIN CAREFULLY. THE RC TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES IN ANY JURISDICTION. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION FOR INVESTMENT IN SECURITIES IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH. BY ACCEPTING THESE TERMS AND PURCHASING RC TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING RC TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR PURCHASE ANY RC TOKENS.

 

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular only shall include the plural and vice versa. References to “Paragraphs” are to be construed as references to the paragraphs of these Terms.

 

You and the Company agree as follows:

 

1. INTRODUCTION AND SCOPE OF TERMS

1.1 Unless otherwise stated herein, these Terms shall govern your purchase of RC Tokens from the Company in the Token Sale during the Sale Period.

1.2 The Company is a company incorporated in Riga, Latvia with the company number 40203086465 and having its registered office at Raunas Street 30A-8.

1.3 PLEASE NOTE THAT ALL RC TOKENS ARE DISTRIBUTED BY THE COMPANY DIRECTLY TO YOUR ETHEREUM ADDRESS.

1.4 The proceeds from the Token Sale will be used for financing the operations of the Company and the further development and advancement of the software systems and technology in relation to the Service as described in the information accessible at https://www.hashrush.com/, and/or such other purposes as the Company may determine in its sole and absolute discretion.

1.5 No information contained in or on, and no part of, the finalised, published and adopted on the Company website accessible at , the website of Hash Rush (the “Hash Rush Website”) as accessible at www.hashrush.com, any website directly or indirectly linked to the Hash Rush Website, the Working, or any other information or document shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Company in respect of any information contained in or on, or any part of the Hash Rush Website.

 

2. ELIGIBILITY TO PURCHASE RC TOKENS

2.1 You shall not participate in the Token Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token

Sale is not prohibited under the applicable legal restrictions in your country of residence or domicile.

2.2 Further, you shall not be eligible to, and you shall not, make any purchases of RC Tokens under these Terms if you are a citizen, resident (tax or otherwise), or permanent resident of the United States of America.

 

3. SALE PERIOD AND TARGET AGGREGATE AMOUNT

3.1 The Token Sale is undertaken during the period (the “Sale Period”):

(a) commencing at 20:00 UTC on 20th September 2017; and

(b) ending on the earlier of:

(i) TIME, on 20th October 2017 20:00 UTC; or

(ii) in an event of the Early Target Fulfilment (as defined in Paragraph 3.2), the Early Closure Time (as defined in Paragraph 3.2), (the “Sale Expiry Time”).

 

PLEASE NOTE THAT PARAGRAPH 3.3 WILL BE APPLICABLE TO ANY ATTEMPTED PURCHASE OF RC TOKENS AFTER THE SALE EXPIRY TIME. CLOSURE OF THE SALE PERIOD WILL BE ANNOUNCED BY THE COMPANY AS SOON AS PRACTICABLE THEREAFTER ON THE SALE WEBSITE.

 

3.2 The maximum number of publicly available RC tokens has been set at 64,050,000. The Sale Expiry Time is contingent upon failure to sell the maximum number of available tokens during the Sale Period. If 64,050,000 RC are sold prior to the time specified in Paragraph 3.1(b)(i), the Sale Expiry Time will occur at that moment.

3.3 In the event that you attempt to make any purchase after the Sale Expiry Time and you have made any payment for such attempted purchase of RC Tokens, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:

(a) provided that such payment is received in the Escrow Wallet (as defined in Paragraph 4.4) and notwithstanding any provision in these Terms, the Company shall, in its sole and absolute discretion, provide a refund in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

(b) in the case where Paragraph 3.3(a) is applicable:

(i) any such payment as made by you and received in the Escrow Wallet for such attempted purchase shall be released and transferred to such address of a relevant cryptocurrency wallet as may be designated by the Company for purposes of receipt of the same and such received payment shall be utilised by the Company for purposes of development of systems and technology in relation to the Service, or such other purposes as the Company may in its sole and absolute discretion determine;

(ii) the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the payments made by you;

(c) in the case where Paragraph 3.3(a)(ii) is applicable, save for the Company’s obligation to provide such refund thereunder, the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

(d) save for your right to receive a refund under Paragraph 3.3(a)(ii), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

 

4. ACCEPTED CRYPTOCURRENCIES, PURCHASE PRICE AND PAYMENT PROCEDURE

Purchases only through Sale Website

4.1 You may only make purchases of RC Tokens in the Token Sale through the website at ico.hashrush.com (the “Sale Website”) and no other website or place. In the event that you make any purchase of RC Tokens through any website or place other than the Sale Website:

(a) the Company shall have no obligation to deliver, and you shall have no right to receive, any RC Tokens;

(b) the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the payments made by you through such other website or place; and

(c) the Company shall have no obligations in any manner or form to you in respect of such purchase.

 

Accepted cryptocurrencies for payment

 

4.2 The Company shall accept, as payment for purchases of RC Tokens, only Ether (“ETH”) of the Ethereum blockchain, Ethereum Classic (“ETC”), Qtum(QTUM) and Bitcoin (“BTC”) of the Bitcoin blockchain. No legal tender, fiat currencies, cryptocurrencies, blockchain assets or tokens other than ETH, ETC, or BTC shall be accepted as payment for RC Tokens. Your purchase of RC Tokens under these Terms shall be deemed to be confirmed upon validation and verification of payment for your purchase on the relevant blockchain.

 

Purchase Price and Minimum Purchase Amount

 

4.3 The purchase price (the “Purchase Price”) of RC Tokens in the Token Sale shall be set according to the volume sold, with a staggered discount applied to the first 34'000'000' RC tokens, as described in Paragraph 6 below. The Company reserves the right, to be exercised in its sole and absolute discretion, to adjust the Purchase Price at any time during the Sale Period.

 

Address for directing payments and holding of accepted cryptocurrencies in escrow until delivery of RC Tokens

 

4.4 You shall transfer ETH as payment for your purchase to such contract address of a relevant smart contract (the “Escrow Wallet”) as may be provided on the Sale Website, or to the appropriate ETC and BTC addresses for payments. As appropriate, the Escrow Wallet will refer to the appropriate address, as is relevant for each of the three (3) accepted Sale cryptocurrencies.

 

 

4.5 The payment as received in the Escrow Wallet shall be held therein until the delivery of RC Tokens in accordance with Paragraph 7. Upon such delivery of RC Tokens, the payment in the Escrow Wallet shall be released and transferred to such address of a relevant cryptocurrency wallet as may be designated by the Company for purposes of such receipt.

 

 

4.6 Any payment for your purchase of RC Tokens in the Token Sale shall be made to only the contract address of the Escrow Wallet and no other address. In the event that any payment is made to any other address or any other place, you agree and acknowledge that:

 

 

(a) such payments will not be received by the Company and shall be regarded as invalid payments by the Company, and the Company shall not be under any obligation whatsoever to deliver any RC Tokens to you;

 

 

(b) the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

 

 

(c) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

 

 

Attempts to double spend and purchases in violation of laws

 

 

4.7 In the event that the Company discovers, at any time after your acceptance of these Terms and prior to the delivery of RC Tokens in accordance with Paragraph 7, any attempt by you to double spend (as defined below) ETH, ETC, or BTC in payment for your purchase, or that your purchase of RC Tokens is determined to be in violation of any applicable laws, regulations or rules, and you have made any payment for such attempted purchase or such purchase in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:

 

 

(a) any such payment as made by you and received in the Escrow Wallet for such attempted purchase shall be released and transferred to such address of a relevant cryptocurrency wallet as may be designated by the Company for purposes of receipt of the same and such received payment shall be utilised by the Company for purposes of development of its systems and technology in relation to the Service, or such other purposes as the Company may in its sole and absolute discretion determine;

 

 

(b) the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any payment made by you and received in the Escrow Wallet;

 

 

(c) the Company shall not be obliged to deliver any RC Tokens to you and shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

 

 

(d) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

 

 

For purposes of these Terms, an attempt to “double spend” means an attempt to undertake two (2) different transactions on the Ethereum network and spend the same account balance on each of the transactions.

 

 

IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT THERE IS NO ATTEMPT TO DOUBLE SPEND AND THAT YOUR PURCHASE OF RC TOKENS IS NOT IN VIOLATION OF ANY APPLICABLE LAWS, REGULATIONS OR RULES IF YOUR INTENTION IS NOT FOR PARAGRAPH 4.10 TO APPLY TO YOUR PURCHASE OF RC TOKENS.

 

 

5. OBLIGATION TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS

 

 

5.1 For purposes of your payment for any purchase and receipt of any refund (where applicable) in the Token Sale, you shall establish and maintain, in fully operational, secure and valid status: an Ethereum wallet which adheres to and supports the ERC20 Token Standard, the address of such wallet and keys to such wallet which are in your possession.

 

 

5.2 For purposes of your receipt of RC Tokens and your receipt thereof in accordance with Paragraph 7.1, you shall: maintain, in fully operational, secure and valid status, the same Ethereum wallet with which you made payment for the RC Tokens, the address of such wallet and keys to such wallet which are in your possession.

 

 

5.4 In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company.

 

 

5.5 Any obligation of the Company to provide you with any refund under these Terms shall be subject to your compliance with the provisions of Paragraph 5.1.

 

 

5.6 Any obligation of the Company to deliver any RC Tokens to you under these Terms shall be subject to your compliance with the provisions of Paragraphs 5.2 and 5.3.

 

6. Distribution of Tokens

 

 

6.2 From the first tranche of 6'250'000 RC that are equal to 5'000 ETH released during the pre-Sale Period, you shall be entitled to receive one thousand (1000) RC tokens per one (1) Ether paid to the Escrow Wallet during the Sale Period. The first tranche includes a 25% token bonus.

 

 

6.2 During the first three days of the Sale Period, you shall be entitled to receive one thousand two hundred (1200) RC tokens per one (1) Ether paid to the Escrow Wallet during the Sale Period.

 

 

6.3 During the 4th-6th days of the Sale Period, you shall be entitled to receive one thousand one hundred fifty (1150) RC tokens per one (1) Ether paid to the Escrow Wallet during the Sale Period.

 

 

6.4 During the 7th-9th days of the Sale Period, you shall be entitled to receive one thousand one hundred (1100) RC tokens per one (1) Ether paid to the Escrow Wallet during the Sale Period.

 

 

6.5 During the 10th-12th days of the Sale Period, you shall be entitled to receive one thousand fifty (1050) RC tokens per one (1) Ether paid to the Escrow Wallet during the Sale Period.

 

 

6.6During the 13th-30th days of the Sale Period, you shall be entitled to receive one thousand (1000) RC tokens per one (1) Ether paid to the Escrow Wallet during the Sale Period.

 

 

 

7. DELIVERY OF PURCHASED RC TOKENS

 

 

7.1 The Company shall use all reasonable endeavours to deliver the purchased RC Tokens as soon as practicable after the Sale Expiry Time, to the address of the same Ethereum wallet with which you are making payment. RC Tokens shall be deemed to be received by you upon validation and verification of receipt of RC Tokens in the Ethereum wallet as aforesaid.

 

 

7.2 The delivery of RC Tokens to you in accordance with Paragraph 7.1 shall only be made on satisfaction of all, and not only some, of the following:

 

 

(a) payment in full for your purchase of RC Tokens being received in the Escrow Wallet in accordance with Paragraph 4.7;

 

 

(b) the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2 being maintained in fully operational, secure and valid status; and

 

 

(c) validation and verification of payment for such purchase on the Ethereum blockchain, according to the price by previous volume sold, referred to in Paragraph 6.

 

 

7.3 RC Tokens shall be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Company. The Company hereby expressly disclaims all implied warranties in relation to RC Tokens and the delivery thereof.

 

 

7.4 It is the current intention of the Company for the RC Tokens to be made available on a cryptocurrency exchange and be freely transferable and tradable thereon within the foreseeable future. However, you acknowledge that there is no certainty that such availability, transferability or tradability will be successfully achieved, and no representations, warranty or undertaking in respect of the foregoing is given in any way by the Company.

 

 

7.5 Any availability, transferability or tradability of RC Tokens on any cryptocurrency exchange shall not be construed, interpreted or deemed by you as an indication of the merits of the Sale Website, the Hash Rush Website, the Company, the Token Sale, RC Tokens, your purchase of RC Tokens, and the Service.

 

 

 

8. WITHDRAWALS, CANCELLATIONS, REJECTIONS OF PURCHASES AND ABORTION OF TOKEN SALE

 

 

8.1 Upon validation and verification of payment for your purchase of RC Tokens from the Company on the relevant blockchain under these Terms:

 

 

(a) such purchase shall be deemed to be final; and

 

 

(b) unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals or cancellations of purchases, or any refunds.

 

 

8.2 The Company reserves the right, in its sole and absolute discretion, to reject any purchases of RC Tokens or abort the Token Sale at any time after your acceptance of these Terms and prior to the delivery of RC Tokens in accordance with Paragraph 7. In the event of any such rejection of your purchase or such abortion of the Token Sale and you have made any payment for such rejected purchase of RC Tokens or such purchase of RC Tokens which is subject of abortion, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:

 

 

(a) provided that such payment is received in the Escrow Wallet and notwithstanding any provision in these Terms, the Company shall provide a refund in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

 

 

(b) save for the Company’s obligation to provide such refund, the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

 

 

(c) save for your right to receive such refund, you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

 

 

9. ASSUMPTION OF RISKS

 

 

Your acceptance of these Terms shall be deemed to be an agreement by you to assume, wholly and unconditionally, all risks (including direct, indirect or ancillary risks) associated with the Token Sales, the conduct of the Token Sales via the Sale Website, the HashRush Website, the Company, the Token Sale, RC Tokens, your purchase of RC Tokens, and the Service.

 

 

10. REPRESENTATIONS AND WARRANTIES

 

 

10.1 By accepting these terms, you represent and warrant to the Company as follows:

 

 

(a) you acknowledge and agree that RC Tokens are not to be construed, interpreted, classified or treated as:

 

 

(i) any kind of currency other than cryptocurrency;

 

 

(ii) debentures, stocks or shares issued by the Company;

 

 

(iii) rights, options or derivatives in respect of such debentures, stocks or shares;

 

 

(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;

 

 

(v) units in a collective investment scheme;

 

 

(vi) units in a business trust;

 

 

(vii) derivatives of units in a business trust; or

 

 

(viii) any other security or class of securities.

 

 

(b) you acknowledge and agree that the RC Tokens are not intended to constitute securities in any jurisdiction and these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities;

 

 

(c) you acknowledge that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

 

 

(d) you have read and understood all of these Terms;

 

 

(e) any address provided by you in accordance with Paragraph 5.3 is fully operational, secure and valid;

 

 

(f) you are not a citizen, resident (tax or otherwise) or permanent resident of the United States of America;

 

 

(g) you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are accepting these Terms on behalf of a corporation:

 

 

(i) such corporation is duly incorporated and validly existing under the applicable laws; and

 

 

(ii) you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

 

 

(h) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain assets and tokens including RC Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(i) you are fully aware of and understand the risks associated with the Token Sale, the conduct of the Token Sales via the Sale Website, the HashRush Website, the Company, RC Tokens, your purchase of RC Tokens, and the Service;

(j) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your purchase, receipt and holding of RC Tokens is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

(k) you are not a citizen or resident of any jurisdiction in which the purchase, receipt and holding of RC Tokens is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;

(l) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your purchase of RC Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(m) the cryptocurrencies to be used for payment for your purchase have not been obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(n) you have sufficient cryptocurrencies to fulfil your obligations under these Terms and the Token Sales in respect of any purchase of RC Tokens by you;

(o) RC Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(p) you are purchasing RC Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person; and

(q) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of these Terms to the time of receipt by you of RC Tokens.

10.2 The Company does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to the information set out on the Sale Website, the HashRush Website or any other place, the Company, the Token Sale, RC Tokens, your purchase of RC Tokens, and the Service.

 

11. DISCLAIMERS

11.1 To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, the Company hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) the cryptocurrencies used for payment for your purchase being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(b) use of RC Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(c) abortion of the Token Sale pursuant to Paragraph 8;

(d) failure or delay in the delivery by the Company, and receipt by you, of RC Tokens in accordance with Paragraph 7;

(e) failure, malfunction or breakdown of, or disruption to, the operation of the Company, the Service, RC Tokens, the Escrow Wallet or any smart contract technology on which the Company, the Service, RC Tokens, the Escrow Wallet or the Token Sale relies, due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(f) failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Company, the Service, RC Tokens, or the Escrow Wallet, due to occurrences of hardforking, hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(g) any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after RC Tokens have been made available for trading on a cryptocurrency exchange) and other material characteristics of RC Tokens;

(h) decreases or volatility in traded prices or trading volume of RC Tokens (after RC Tokens have been made available for trading on a cryptocurrency exchange);

(i) failure or unfitness of RC Tokens for any specific purpose;

(j) the manner of utilisation of ETH received by the Company from the Token Sale;

(k) failure to disclose information relating to the progress of the Token Sale;

(l) loss or destruction of the private keys to the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2;

(m) failure or delay in the availability of RC Tokens for trading on a cryptocurrency exchange;

(n) any rejection of trading of RC Tokens by a cryptocurrency exchange;

(o) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after RC Tokens have been made available for trading on a cryptocurrency exchange) or other material characteristics of RC Tokens;

(p) any risks associated with the Token Whitepaper, the Sale Website, the Service, the Company, the Token Sale, RC Tokens, your purchase of RC Tokens, the Service; and

(q) all other risks, direct, indirect or ancillary, whether in relation to the Sale Website, the Service, the Company, the Token Sale, RC Tokens, your purchase of RC Tokens, the Service which are not specifically or explicitly contained in or stated in these Terms.

 

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1 To the maximum extent permitted by the applicable laws, regulations and rules:

(a) the Company shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the purchase, use, receipt or holding of RC Tokens by you;

(b) the aggregate liability of the Company, in tort, contract or otherwise, arising out of or in connection with the purchase, use, receipt or holding of RC Tokens by you shall be limited to the amount paid by you for your purchase hereunder; and

(c) you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.

12.2 To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Company and/or its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

 

14. NO ASSIGNMENT

Subject to these Terms, only you and no other person shall have the right to any claim against the Company in connection with your purchase hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Company to the assignee or transferee.

 

15. INTELLECTUAL PROPERTY RIGHTS

These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Sale Website, the HashRush Website, the Company, the Token Sale, RC Tokens, your purchase of RC Tokens, and the Service.

 

16. SURVIVING TERMS

Notwithstanding the expiry of the Sale Period, any delivery of RC Tokens to you or any abortion of the Token Sale pursuant to these Terms, Paragraphs 11 to 18 and 20 to 21 shall remain valid and in full force and effect.

 

17. NO WAIVER

Any failure of the Company to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Company to assert any right(s), claim(s) or causes of action against you.

 

18. ENTIRE AGREEMENT

18.1 These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Sale and your purchase of RC Tokens.

18.2 In the event that the Company discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner.

 

19. TAXES

19.1 The purchase price that you pay for your purchase of RC Tokens shall be exclusive of all taxes that are applicable to your purchase, receipt and holding of RC Tokens in any jurisdiction (“Payable Tax”).

19.2 You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfillment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

19.3 The Company shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

 

20. GOVERNING LAW AND JURISDICTION

20.1 These Terms shall be governed by, and construed in accordance with, the laws of Latvia, and the Parties agree to be subject to the non-exclusive jurisdiction of the courts of Latvia in relation to any dispute(s) arising out of or in connection with these Terms.

 

21. SEVERANCE AND PARTIAL INVALIDITY

21.1 If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect.

21.2 The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.