Terms and Conditions for Netletsy and Letsy Token Sale

The following Terms and Conditions ("Terms") govern your (“You” or the “Purchaser”) website use, marketing communications, and purchase of cryptographic tokens ("Letsy") from NetLetsy Ltd [A.K.A Netletsy and/or Letsy and/or Nestletsy], a limited company incorporated in England and Wales (registration number 11504629) having its registered office at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (the “Company”). Each of You and the Company is a “Party​” and, together, the “Parties​” to these Terms.

This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the Letsy token sale.

If You do not agree to these terms, do not purchase Letsy from the Company. By purchasing Letsy from the Company, You will be bound by these terms and any terms incorporated by reference. If You have any questions regarding these Terms, please contact the Company at icosales@netletsy.com.

By purchasing Letsy, and to the extent permitted by law, You are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Letsy Team​”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of Letsy, including losses associated with the terms set forth below.

Purchases of Letsy should be undertaken only by individuals, entities, or companies that have experience with, and understanding of, the usage and intricacies of cryptographic tokens, and blockchain based software systems. Purchasers should have a functional understanding of storage and transmission mechanisms associated with cryptographic tokens.

Purchaser agrees to buy, and Company agrees to sell, the Letsy tokens in accordance with the following terms:

  1. Conditions to Letsy token sale

When You purchase, or otherwise receive, a Letsy token, You may only do so by accepting the following conditions and, by doing so, You warrant and represent that the following are a true and accurate reflection of the basis on which You are acquiring the Letsy tokens:

  1. neither the Company nor any of the Letsy Team has provided You with any advice regarding whether Letsy is a suitable investment for You;

  2. You have thoroughly read the Netletsy whitepaper provided at www.NetLetsy.io (the “Whitepaper”) and understand the nature of the NetLetsy and Letsy ecosystem and operating model;

  3. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;

  4. You are legally permitted to receive and hold and make use of Letsy in your and any other relevant jurisdiction;

  5. You will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of Letsy and allocate Letsy to You;

  6. You have not supplied us with information relating to your acquisition of Letsy or otherwise which is inaccurate or misleading;

  7. You will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;

  8. You will notify us promptly of any change to the information supplied by You to us;

  9. You are of a sufficient age (if an individual) to legally obtain Letsy, and You are not aware of any other legal reason to prevent You from obtaining Letsy;

  10. You take sole responsibility for any restrictions and risks associated with receiving and holding Letsy, including but not limited to these set out in Annex A;

  11. by acquiring Letsy, You are not making a regulated investment, as this term may be interpreted by the regulator in your relevant jurisdiction;

  12. You are purchasing Letsy tokens for use in the ongoing activities of NetLetsy, and not for investment/ speculative or other purposes;

  13. You are not obtaining or using Letsy for any illegal purpose, and will not use Letsy for any illegal purpose;

  14. You waive any right You may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of Letsy;

  15. your acquisition of Letsy does not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

  16. to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of Letsy and/or the Ethereum network;

  17. You accept that Letsy is created and You obtain Letsy on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, You accept that the Company is providing Letsy without being able to provide any warranties in relation to Letsy, including, but not limited to, title, merchantability or fitness for a particular purpose;

  18. You accept that You bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of Letsy (ii) the potential appreciation or depreciation in the value of Letsy over time, if any, (iii) the sale and purchase of Letsy; and/or (iv) any other action or transaction related to Letsy has tax implications.

  1. Overview of Letsy sale

Letsy is the cryptocurrency that is accepted for listings on NetLetsy. Letsy is an ERC20 utility token.

NetLetsy is an innovative property listing service. An online platform between landlords and tenants who are both willing to agree a price in Letsy.

For more details on Netletsy and Letsy please refer to the Whitepaper provided at www.NetLetsy.io (the “Website”) as of the date the Purchaser acquires Letsy token.

To the extent they do not contradict these Terms, the rights connected to Letsy are subject to the limitations set out in the Whitepaper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms.

  1. ICO Terms

The details of Letsy ICO (initial coin offering), including price and timing, are defined in detail in the Whitepaper, which shall be an integral part of these Terms, unless otherwise is directly stipulated.

  1. After the Letsy ICO

The Purchasers should have no expectation of influence over governance of the Company.

Prior to a Purchaser selling Letsy after the Letsy ICO, such Purchaser shall ensure that the buyer of any such Letsy undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the Letsy ICO.

  1. All purchases of Letsy are final

All purchases of Letsy are final. Purchases of Letsy are non-refundable. By purchasing Letsy, the Purchaser acknowledges that neither the Company nor any of its affiliates, directors or shareholders are required to provide a refund for any reason.

If the Company believes, in its sole discretion, that any individuals or entities owning Letsy creates material regulatory or other legal risks or adverse effects for the Company and/or Letsy, the Company reserves the right to: (a) buy all Letsy from such Letsy owners at the then-existing market price and/or (b) sell all cryptocurrency assets of the Company.

  1. Taxation

The Purchaser bears the sole responsibility to determine if the purchase of Letsy with BTC, ETH or the potential appreciation or depreciation in the value of Letsy over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing Letsy, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of Letsy.

  1. Privacy

The Purchasers may be contacted by email by the Company. Such emails will be informational only. The Company will not request any information from Purchasers in an email. See our Privacy Policy available on the Website for additional information on data protection and processing.

  1. Force Majeure

The Letsy Team is not liable for failure to perform solely caused by:

  • unavoidable casualty,

  • delays in delivery of materials,

  • embargoes,

  • government orders,

  • acts of civil or military authorities,

  • acts by common carriers,

  • emergency conditions (including weather conditions),

  • security issues arising from the technology used,

  • or any similar unforeseen event that renders performance commercially implausible.

If an event of force majeure occurs, the Party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The Party experiencing the force majeure circumstances shall cooperate with and assist the injured Party in all reasonable ways to minimize the impact of force majeure on the injured Party.

  1. Disclaimer of Warranties

The Purchaser expressly agrees that the Purchaser is purchasing Letsy at the Purchaser's sole risk and that Letsy is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only to the extent prohibited under applicable law with any legally required warranty period to the shorter of thirty days from first use or the minimum period required). Without limiting the foregoing, none of the Letsy Team warrants that the process for purchasing Letsy will be uninterrupted or error-free.

  1. Limitations Waiver of Liability

The Purchaser acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to (i) use of, or inability to use, Letsy or (ii) the Letsy Team under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the Letsy Team shall be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, Letsy, or arising out of any interaction with the smart contract implemented in relation to Letsy. The Purchaser further specifically acknowledges that the Letsy Team is not liable for the conduct of third parties, including other purchasers of Letsy, and that the risk of purchasing and using Letsy rests entirely with the Purchaser. To the extent permissible under applicable laws, under no circumstances will any of the Letsy Team be liable to any Purchaser for more than the amount the Purchaser have paid to the Company for the purchase of Letsy. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in the Terms may not apply to a Purchaser. In particular, nothing in these Terms shall affect the statutory rights of any Purchaser or exclude injury arising from any willful misconduct or fraud of the Letsy Team.

  1. Complete Agreement

These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of Letsy. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of Letsy and supersede any public statements about the Letsy token sale made by third parties or by the Letsy Team or individuals associated with any of the Letsy Team, past and present and during the Letsy token sale.

  1. Severability

The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

  1. No Waiver

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Letsy Team shall be deemed a modification of these Terms nor be legally binding.

  1. Updates to the Terms

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing Letsy. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.

  1. Cooperation with Legal Authorities

The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

  1. Indemnification

To the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless the Letsy Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of Letsy; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

  1. Security

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism You use to receive and hold Letsy purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, You may lose access to your tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.

  1. Language

Currently, only English versions of any Letsy communications is considered official. The English version shall prevail in case of any differences in translation.

  1. Governing Law

The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with the laws of England and Wales.

  1. Arbitration

Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the Parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.

A dispute arising out of or related to these Terms is personal to You and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

ANNEX A

Cryptocurrency Risks

By purchasing, owning, and using cryptocurrency, You expressly acknowledge and assume the following risks:

  1. Risk​ ​of​ ​Losing​ ​Access​ ​to​ ​Cryptocurrency ​Due​ ​to​ ​Loss​ ​of​ ​Private​ ​Key,​ ​Custodial​ ​Error​ ​or​ ​Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of cryptocurrency stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault will result in loss of such cryptocurrency. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service You use, may be able to misappropriate your cryptocurrency. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault You choose to receive and store cryptocurrency in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your cryptocurrency. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving tokens, including, for instance, if You provide the wrong address for receiving the tokens, or provides an address that is not ERC-20 compatible, may result in the loss of your tokens.

  1. Risks​ ​Associated​ ​with​ ​the​ ​Ethereum​ ​Protocol

Because Letsy and the Letsy platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or Letsy.

  1. Risk​ ​of​ ​Mining​ ​Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, Letsy are susceptible to attacks by miners in the course of validating Letsy transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and Letsy, including, but not limited to, accurate execution and recording of transactions involving Letsy.

  1. Risk​ ​of​ ​Hacking​ ​and​ ​Security​ ​Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the platform or Letsy in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and Letsy.

  1. Risks​ ​Associated​ ​with​ ​Markets​

If secondary trading of tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation.

  1. Risk​ ​of​ ​Uninsured​ ​Losses

Unlike bank accounts or accounts at some other financial institutions, cryptocurrency are uninsured unless You specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to You.

  1. Risks​ ​Associated​ ​with​ ​Uncertain​ ​Regulations​ ​and​ ​Enforcement​ ​Actions

The regulatory status of cryptocurrency and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its application. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications. Regulatory actions could impact the platform and Letsy in various ways. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

  1. Risks​ ​Arising​ ​from​ ​Taxation

The tax characterization of cryptocurrency is uncertain. You must seek your own tax advice in connection with purchasing Letsy, which may result in adverse tax consequences to You, including withholding taxes, income taxes and tax reporting requirements.

  1. Risks​ ​Arising​ ​from​ ​Lack​ ​of​ ​Governance​ ​Rights

Because Letsy confer no governance rights of any kind with respect to the Letsy platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion.

  1. Unanticipated​ ​Risks

Cryptographic tokens are a new technology. In addition to the risks included in this Annex, there may be other risks associated with your purchase, possession and use of tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex.

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NetLetsy, Kemp House, 160 City Road, London, EC1V 2NX | NetLetsy Ltd, company number 11504629