This web page represents a legal document and contains the terms and conditions governing your use of our website, www.cryptoisland.com (our “Website”). By using our Website, you agree to fully comply with and be bound by the following terms and conditions each time you use our Website, and these terms and conditions constitute a binding agreement between you and us (the “Agreement”). Please review the following terms carefully.
The terms “us” or “we” or “our” refers to Crypto Island, the owner of this Website. A “User” is someone that merely browses our Website or who has logged into our Website to obtain, use or just learn more about our Services. All text, information, graphics, design, and data offered through our Website are collectively known as our “Content”.
This agreement contains warranty disclaimers and other provisions that limit our liability to you. Please read these terms and conditions carefully and in their entirety, as using, accessing and/or browsing our website constitutes acceptance of these terms and conditions. If you do not agree to be bound to each and every term and condition set forth herein, please exit our website immediately and do not use, access and/or browse it further. Except as otherwise noted, this agreement constitutes the entire and only agreement between you and desinique, and supersedes all other agreements, representations, warranties and understandings with respect to the use of our website and the subject matter contained herein. However, in order for you to use our services, you will be required to agree to additional terms and conditions that will govern our provision of, and your payment for, the services. Those additional terms and conditions will be in addition to this agreement unless otherwise stated. We may amend this agreement at any time without specific notice to you. The latest agreement will be posted on our website, and you should review this agreement prior to using our website. After any revisions to this agreement are posted, you agree to be bound to any changes to this agreement. Therefore, it is important for you to visit this page periodically to review the agreement. Please read this agreement carefully and save it. If you do not accept this agreement, do not access and use our website. If you have already accessed our website and do not accept this agreement, you should immediately discontinue use of our website and services.
Crypto Island grants you a non-exclusive, non-transferable, revocable license to access and use our Website strictly in accordance with this Agreement.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Website.
This Agreement in no way creates any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Crypto Island.
Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website or Services does not constitute any right or license for you to use our service marks or trademarks, without the prior written permission of Desinique. Our Content, as found within our Website and Services, is protected under Netherlands and foreign copyrights. The copying, redistribution, use or publication by you of any such Content, is strictly prohibited. Your use of our Website and Services does not grant you any ownership rights to our Content.
By using our website, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement. Crypto Island has sole right and discretion to determine whether to accept a User, and may reject a User’s registration, with or without explanation. In order to receive communications and other materials from us, you must indicate your consent by affirmatively “opting in” or specifically requesting that we send you a proposal, quote, educational materials, white paper or other documents or materials.
The content may be changed without notice and is not guaranteed to be complete, correct, timely, current or up-to-date. Similar to any printed materials, the Content may become out-of-date. We undertake no obligation to update any Content on our Website. We reserve the right to make alterations or deletions to the Content at any time without notice.
We do not represent or otherwise warrant that our website will be error-free, free from viruses or other harmful components, or that we will correct any errors. We do not represent or otherwise warrant that the information available on or through our website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of our Website at any time. We reserve the right in our sole discretion to edit or remove any documents, information or other content appearing on our website.
You hereby acknowledge that nothing contained in our website shall constitute financial, investment, legal and/or other professional advice and that no professional relationship of any kind is created between you and Crypto Island. You hereby agree that you shall not make any financial, investment, legal and/or other decision based in whole or in part on anything contained in our website.
We may allow access to or advertise certain third-party product or service providers (“merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and merchants. You agree that use of or purchase from such merchants is at your sole risk and is without warranties of any kind by us, expressed, implied or otherwise including warranties of title, fitness for purpose, merchantability or non-infringement. We are not liable under any circumstances for any damages arising from the transactions between you and merchants or for any information appearing on merchant websites or any other website linked to our website.
All rules, legal documents (including privacy policies) and operating procedures of merchants will apply to you while on any merchant websites. We are not responsible for information provided by you to merchants or the collection, storage, use, processing, transmission or disclosure of any personal data by any merchants or other third parties. Our relationship to merchants is solely as independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
Our website may be temporarily unavailable from time to time for maintenance or other reasons. Crypto Island assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Crypto Island is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or any combination thereof, including injury or damage to user’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with our website. Under no circumstances will desinique be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our website, or any interactions between users of our website, whether online or offline.
Crypto Island reserves the right to change any and all content, software and other items used or contained in our website, at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by our website, by third parties or by any of the equipment or programming associated with or utilized by our services. The information, content and documents available from or through our website are provided “as-is,” “as available,” with “all faults”, and all warranties, express or implied, are disclaimed (including but not limited to the disclaimer of any implied warranties of merchantability and fitness for a particular purpose). Our website may contain bugs, errors, problems or other limitations. Crypto Island, including all our affiliates, have no liability whatsoever for your use of our website. Crypto Island cannot guarantee and does not promise any specific results from use of our website, including, but not limited to, any services provided by us. Crypto Island does not represent or warrant that our website or any content found within are accurate, complete, reliable, current or error-free or that any such items are free of viruses or other harmful components. Therefore, you should exercise caution in the use and downloading of any such content and use industry-recognized software to detect and remove viruses. All responsibility or liability for any damages caused by viruses somehow attributed to our website or content is disclaimed. Without limiting the foregoing, you understand and agree that you download or otherwise obtain content from or through our website at your own risk and that you will be solely responsible for your use thereof and any damages to your mobile device or computer system, loss of data or other harm of any kind that may result. Limitation of liability we, as well as all of our affiliates, are not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. The negation and limitation of damages set forth above are fundamental elements of the basis of the bargain between you and desinique. Our website and services would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through our website shall create any warranty, representation or guarantee not expressly stated in this agreement.
Crypto Island, as well as all our affiliates, shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from our website, (b) the unavailability or interruption of our website, (c) your use of our website or content, or (d) any failure of our website to comply with the european union general data protection regulation or any other similar law, rule or regulation promulgated by non-U.S. Authorities. Notwithstanding anything to the contrary contained herein, desinique’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us for services during the calendar month prior to the event giving rise to liability.
The User consents to Crypto Island appointing third-party processors of Personal Data under this Agreement. Crypto Island confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between the User and Crypto Island, Crypto Island shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
You may provide links to our Website, provided (a) that you do not remove or obscure, by framing or otherwise, any portion of our Website, (b) your website does not engage in illegal or pornographic activities, and (c) you discontinue providing links to our Website immediately upon request by us.
You agree to indemnify, defend and hold harmless Crypto Island and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of these terms or use of our Website.
The tokens ($CISLA) are digital instruments and, as such, will not contain legends. However, purchasers (including secondary purchasers) of tokens will be required to be presented with the information required to be provided to such holders. The tokens ($CISLA) Terms and Conditions will be presented at that time as well.
No action may be taken in any jurisdiction that would permit a public offering of the tokens or the possession, circulation or distribution of this Memorandum in any jurisdiction where action for that purpose is required. Accordingly, the tokens may not be offered or sold, directly or indirectly, and neither this Memorandum nor any other offering material or advertisements in connection with the tokens may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.
Notice to Prospective Purchasers in Australia
Neither this Memorandum, nor any other disclosure document in relation to the tokens, has been, will be, or needs to be, lodged with the Australian Securities & Investments Commission. This Memorandum is not a product disclosure statement under Division 2 of Part 7.9 of the Corporations Act 2001 (CTH) (the “Australia Act”) nor is it a prospectus under Chapter 6D of the Australia Act, and the tokens have not been, and will not be, registered as a managed investment scheme under the Australia Act.
An offer of the tokens ($CISLA) is made in Australia only to “wholesale clients” as defined by the Australia Act (“Wholesale Clients”), and can only be accepted by a recipient if they are a Wholesale Client.
No tokens will be issued or arranged to be issued, and no recommendations to acquire tokens will be made, which would require the provision of a product disclosure statement under Division 2 of Part 7.9 of the Australia Act or the provision of a financial services guide or a statement of advice under Division 2 or 3 of Part 7.7 of the Australia Act.
Neither this Memorandum, the offer contained herein nor any other disclosure document in relation to the Securities can be partially or wholly distributed, published, reproduced, transmitted or otherwise made available or disclosed by recipients to any other person in Australia.
Notice to Prospective Purchasers in the European Economic Area
In relation to each Member State of the European Economic Area (each a “Member State”), which has implemented the Prospectus Directive, the Company has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of the tokens to the public in a Member State, except that it may, with effect from and including such date, make an offer of tokens in a Member State at any time under the following exemptions as provided by the Prospectus Directive: (a) to legal entities which are qualified investors, as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospective Directive; (c) in any other circumstances falling within the scope of Article 3(2) of the Prospectus Directive.
For the purposes of the above, (i) the expression an “offer of the tokens to the public” in relation to any tokens in any Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and the tokens to be offered so as to enable an investor to decide to purchase or subscribe the tokens, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in each Member State.
Notice to Purchasers in France
The Offering is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this Memorandum nor any other documents or materials relating to the Offering have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account (other than individuals), and all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 and D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier, are eligible to participate in the Offering. Neither this Memorandum nor any other documents or materials relating to the Offering have been or will be submitted for clearance to or approved by the Autorité des marchés financiers. The direct or indirect distribution to the public in France of any so acquired tokens may be made only as provided by Articles L.411-1, L.411-2, L. 412-1 and L.621-8 to L.621-8-3 of the French Code Monétaire et financier and applicable regulations thereunder.
This Memorandum, and any related document or material, shall not be considered, nor construed, as any form of financial investment advice, solicitation or advertisement.
Notice to Prospective Purchasers in Hong Kong
The tokens have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder, or in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 622) of Hong Kong.
No person has issued or had in its possession for the purposes of issue, or will issue or have in its possession of the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the tokens, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the tokens which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.
Notice to Prospect Investors in Israel
This Memorandum does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this Memorandum is being distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, and entities with shareholders’ equity in excess of NIS 250 million, each as defined in the Addendum (as it may be amended from time to time, collectively referred to as institutional investors). Institutional investors may be required to submit written confirmation that they fall within the scope of the Addendum. In addition, the Company may distribute and direct this Memorandum in Israel, at its sole discretion, to certain other exempt investors or to investors who do not qualify as institutional or exempt investors, provided that the number of such non-qualified investors in Israel shall be no greater than 35 in any 12-month period.
Notice to Prospective Purchasers in Singapore
Each investor has acknowledged that this Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, this Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the tokens, may not be circulated or distributed, nor may the tokens be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
Where the tokens are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, tokens (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the units, as the case may be, pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor pursuant to Section 274 of the SFA or to a relevant person pursuant to Section 275(1) of the SFA, or to any person pursuant arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; and/or
(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
By accepting receipt of this Memorandum, any person in Singapore represents and warrants that he is entitled to receive such Memorandum in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein.
Notice to Prospective Purchasers in The Netherlands
The tokens may not be offered or sold in The Netherlands to any persons other than qualified investors within the meaning of the Prospectus Directive. For purposes of the above, the expression “Prospectus Directive” shall have the meaning given to it in the paragraph “Notice to Prospective Purchasers in the European Economic Area” above.
Notice to Prospective Purchasers in the United Kingdom
With respect to offers and sales of the tokens that are the subject of this Memorandum, offers or sales of any of such tokens to persons in the United Kingdom are prohibited in circumstances which have resulted in or will result in such tokens being or becoming the subject of an offer of transferable tokens to the public as defined in Section 102B of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) and all applicable provisions of the FSMA must be complied with, with respect to anything done in relation to such tokens in, from or otherwise involving the United Kingdom.
To the extent this Memorandum is distributed in the United Kingdom, it will only be distributed to and directed at: (i) persons who have professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”); (ii) high net worth entities and other persons to whom it may otherwise lawfully be communicated falling within Article 49 of the FPO; (iii) certified sophisticated investors falling within Article 50 of the FPO; or (iv) other persons to whom it may lawfully be directed under an exemption contained in the FPO (the persons specified in (i), (ii), (iii) and (iv) above are, together, referred to as “relevant persons”). Persons who are not relevant persons must not act on or rely on this Memorandum or any of its contents. Any investment or investment activity to which this Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Relevant persons in receipt of this Memorandum must not distribute, publish, reproduce, or disclose this Memorandum (in whole or in part) to any person who is not a relevant person.
In addition, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received in connection with the issue or sale of such tokens will only be communicated, or be caused to be communicated, in circumstances in which Section 21(1) of the FSMA does not apply to the Company.
9**. Risk factors**
An investment in Crypto Island’s $CISLA involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in this Memorandum, the white paper and the token Terms and Conditions, before making an investment decision. The following risks entail circumstances under which the Company’s business, financial condition, results of operations and prospects could suffer.
9A. Risks Related to an Investment in the tokens
There can be no assurance that the tokens will ever be issued and, if the Company fails to issue tokens, investors have no right to a refund of any portion of their investment.
While the Company intends to buy an island in the Bahamas with the offering of the tokens there can be no assurance that it will do so. Should the Company fail to issue the tokens, investors will be left with only the tokens pursuant to which they will not be entitled to any of the rights set forth in the token Terms and Conditions, including with respect to Dividends. $CISLA holders will have no legal or equitable rights, interests or claims to any specific property or assets of the Company. The remaining $CISLA tokens would not be expected to possess economic value. Moreover, in the event of the Company’s failure to issue the tokens, investors have no right to receive a refund or any return of any portion of their investment. As a result, investors should only invest in $CISLA if they are prepared to lose their entire investment.
If Tokens are issued, the Company does not expect to pay any Dividends for some time into the future and, at issuance, Token ownership will not result in access to any Discretionary Benefits.
Token holders shall not be entitled to any Discretionary Benefits as part of the Token and will not have access to any Discretionary Benefits at issuance. Nevertheless, the Company expects to endeavor to create Discretionary Benefits for holders of the Tokens in the future. These will not be a part of the terms and conditions of the Tokens, but rather benefits voluntarily provided by the Company to Token holders. These Discretionary Benefits may be withdrawn or changed at any time by the Board. There can be no assurance that the Company will ever offer any Discretionary Benefits.
At issuance, there will be no trading market for the Tokens, and a trading market may never develop.
If the Tokens are issued, there will be no trading market available for the Tokens, no Designated Exchange and peer-to-peer transfers will not be permitted unless and until Token holders are notified otherwise by the Company and informed of the requirements to and conditions do so. As a result of recent regulatory developments, conventional crypto exchanges are currently unwilling to list securities tokens, such as the Company’s Tokens.
Moreover, even if the Tokens become transferable, we may rely on technology, including smart contracts, to implement certain restrictions on transferability in accordance with the federal securities laws. There can be no assurance that such technology will function properly, which could result in technological limitations on transferability and expose the Company to legal and regulatory issues.