Terms and Conditions

These Terms relate to the sale of the tokens (“Tokens” or “GRB Tokens”) conducted by GRB Capital Corp. Ltd.(“Company”) and the conditions under which you ("You") may participate in it (the "Token Sale" or "Crowdsale").

LIABILITY DISCLAIMER, WAIVER AND INDEMNITY

The specific nature of the cryptographic tokens allows them to possess value in public markets and exchanges and it is therefore very likely that they may frequently demonstrate extreme fluctuations in price over short periods of time. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. By participating in the Token Sale, You are considered notified about that and You also acknowledge the fact that the Company has absolutely no control over GRB Tokens’ price and therefore the Company cannot and does not guarantee market liquidity or certain price of the tokens on the various cryptocurrency exchanges.

By purchasing the GRB Tokens You, as the purchaser, expressly acknowledge and declare that You fully understand that they may experience volatility in pricing and that You accept all the risks relating to such a purchase.

If the foregoing or any other stipulation of this Terms are not acceptable to You or if You do not understand the nature and extent of the risks associated with any cryptographic token sale, You should not participate in the Crowdsale and should not purchase GRB Tokens.

Further to this, You specifically acknowledge that You will not seek to hold the Company or any of its directors, officers, affiliates, shareholders,  or subsidiaries (the "Affiliated Parties") liable for any losses or any special, incidental, or consequential damages arising from, or which are in any way connected or related to the price and value volatility of the GRB Tokens or in any way connected to the sale or to the distribution of GRB Tokens.

You will have the sole responsibility to ensure that You have a functional understanding of storage and transmission mechanisms associated with cryptographic tokens. Purchases of GRB Tokens should be undertaken only by individuals, entities, or organizations that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens and blockchain-based software systems and services. Due to the completely decentralized and immutable design of the blockchain technology it is not in the Company’s ability or power to control the use of the tokens. After issuance of the tokens, the Company or Affiliated Parties carry no responsibility towards You regarding the usage or storage of tokens and cannot be held accountable for illegal or improper use or liable for damages arising out of such use or loss of tokens or value thereof.

The Company does not keep record of personal data, usernames, accounts and passphrases (passwords) and, due to the completely decentralized and immutable design of the blockchain technology it is not in our ability or power to recover lost, forgotten or stolen passphrases (passwords), account numbers or tokens and therefore we will not be held responsible for any loss of, or inability to access Your account which may occur as a result of any type of actions taken by, or omitted or accidentally or incidentally made by You or any third party.

Although our team is always striving to keep all systems, servers and software up-to-date and secure at all time, we shall not be held responsible or liable for any losses or any special, incidental, or consequential damages arising from any unauthorized or malicious actions (hacker attacks) by any third party which may have as a result breach of system’s security and theft of data, account information, tokens or passphrases.

To the full extent permitted by law neither the Company, the Affiliated Parties, nor any of its licensors, shall be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of profits, missed opportunities, cost of damage assessment, mitigation costs, out of court recovery costs, legal costs, special, incidental or consequential damages, current or future, arising from this Terms, from the purchase of GRB Tokens or from the Software and its use (or inability to use), even if such party has been advised of the possibility of such damages. To the fullest extent permitted under the law governing the contract between the Company and Yourself which is entered into by You by participating in the Crowdsale, You waive any rights of claim against the Company and Affiliated Parties related to the aforementioned losses or damages, and agree to indemnify the Company against claims of third parties related to the use of GRB Tokens.

CONDITIONS OF PARTICIPATION IN THE CROWDSALE

Subject to and in accordance with the conditions set out below, You may participate in the Crowdsale by acquiring GRB Tokens. The acquisition of the GRB tokens from the Company implies that You enter into a purchase agreement that is subject to these Terms. By participating in the crowdsale, You expressly declare, represent and warrant that:

YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION AGAINST THE COMPANY OR AFFILIATED PARTIES.

Prior to participation, carefully consider the exemplary and non-exhaustive list of risk set forth below and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals:

After purchasing the GRB Tokens You become their owner and You are entitled to receive the corresponding amount of GRB Tokens and resell, transfer it, and you see fit. Ownership of the GRB Tokens carries no other rights, expressed or implied. Therefore You should have no expectation of influence over governance of the Company itself.

The purchasing of the tokens shall grant You no influence in the Company and shall not in any way constitute acquiring of shares in the Company. The ownership of GRB Tokens does not constitute You as a shareholder in the Company, it does not grant You a right to present Yourself as a shareholder of the Company, it does not give You any equity in the Company nor any rights to vote, to receive non-public information about the Company, to receive dividends, to participate in Company’s decision making process or profit sharing, nor to claim outside or before a court or other legal institution any of such or similar rights. The ownership of GRB Tokens does not give You whatever other rights associated with being a shareholder nor any intellectual property rights over the Software.

The GRB Tokens do not have the legal qualification of a security, since they do not give any rights on dividend or interest.

Nothing in these Terms should be regarded as an invitation or solicitation of investment or promise of profit in whatever form and does not construe, relate or pertain in any way or should be regarded to be an offering of securities of any kind in any jurisdiction. The Company is not a financial institution and does not provide investment services, including investment advice, or any other licensed financial services according applicable law. The Token Sale nor any of the services offered by the Company in this regard nor the Company itself, are subject to financial regulations or regulatory supervision of the authorities in the jurisdiction of the Company. Neither the Company nor its Affiliate Parties shall be considered as advisor in any legal, tax or financial matters.

Despite the occasional use of the words "coin" or “cryptocurrency” when sometimes referring to the GRB Tokens herein or in any related documents, we make no representation that they are fiat money, electronic money, securities or financial instruments with particular status or subject to any particular regulatory framework of any kind according to applicable law.

You, as purchaser, acknowledges that the GRB Tokens, platform, the software needed for the purchase process, basically constitute software programs and as such they are provided "as-is", with all faults, whether or not immediately apparent, without any warranty whatsoever. Information about any functionality that the GRB Tokens aim to provide, is provided on the website of the Company, but such information constitutes no warranty as to the actual performance and built quality. The Company and Affiliated Parties continuously provide best efforts to develop and maintain the GRB Tokens. Regardless, and in any occasion, to the full extent permitted by law, the Company and Affiliated Parties disclaim all warranties and conditions, express or implied, including without limitation the implied warranties or conditions of merchantable quality and fitness for a particular purpose or statutory conformity.

To the full extent permitted by law neither the Company, Affiliated Parties, its subsidiaries, parent or sister companies or affiliated companies, nor any of its licensors, shall be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of profits, or indirect, special, incidental or consequential damages, arising from this Terms, from the purchase of GRB Tokens or from the Software and its use (or inability to use), even if such party has been advised of the possibility of such damages.

Furthermore the Company shall have no liability if You or any third party uses or prepares to use the Software or a derivative of it in any manner or for any purpose which violate national or international law or the license applicable to the Software. Please refer to the license terms of the Software for further information.

FAKE TOKENS

The only valid way of participating in the Token Sale is through transacting with the Company. It is possible that fake tokens with similar or the same name created by third parties also appear in other wallets or other websites. Due to the decentralised nature of the blockchain it is not possible to prevent the creation of such tokens and the Company shall not be held responsible for any losses or damages, or inability to receive GRB, arising from You purchasing such third party tokens.

DURATION, SCHEDULE, PARTICIPATION AND PRICE

The crowdsale shall be conducted through the Website. In order to participate in the crowdsale You need to have:

There will be a “GRB Token Sale” link displayed in the client which shall take You to a page where You can buy GRB Tokens – the technical tokens which will facilitate the Token Sale.

While the Company shall do its best to keep its website accessible and running during the Token Sale, the Company shall not be held responsible if the website is (temporarily) not available, not accessible, has performance issues, is subject to an attack or is not accessible from Your location.

The price of the GRB Tokens shall be USD $0.01 subject to any applicable discounts during the term of the Crowdsale.  Post- listing You can purchase GRB directly on any cryptocurrency exchange which has GRB listed. 

The Company will use the funds in acccordance with the Whitepaper . Company reserves the right to alter the timing in the Whitepaper depending on market conditions.

POSTPONEMENT

The Company reserves the right to postpone the Token Sale or modify any schedule  set out herein  if the market conditions change significantly.

INVESTMENT OF PROCEEDS

Investment of proceeds from the sale of GRB Tokens is scheduled to happen in Q3 2018, but this deadline may be extended by the Company if needed. The Company shall make commercially reasonable efforts to sell GRB Tokens and make investments with raised funds in a commercially reasonable time period thereafter. You hereby acknowledge and agree that You shall not seek to hold the Company or its Affiliated Parties  liable if this deadline is not met regardless of the reason for that.

AMENDMENT

The Company reserves the right to amend this Terms from time to time. Each change shall only be applicable one week after it is posted on the website of the Company. Only the terms published on our website shall be valid and legally binding.

SEVERABILITY

If any provision or part of any provision of this Terms is determined by a court of competent jurisdiction to be or becomes illegal, unenforceable or in conflict with any law governing this Terms, such provision shall be adjusted to the minimum extent necessary (most closely reflecting the legal and economic intent of the parties), to cure such unenforceability, illegality, or conflict, while the remainder of this terms (as well the remainder of the relevant provision) shall remain in effect.

ENTIRE AGREEMENT

This Terms, as amended from time to time, represent the entire understanding and constitute the whole Agreement between the Company and Yourself with respect to the subject matter hereof with the exclusion of any other terms that may be applied by any other than the Company. This Terms might be included for completeness and transparency in the Company’s Whitepaper, Lightpaper, or other marketing materials but in no way will any of the content of such marketing material be considered part of this Terms.

CURRENT STATE OF THE LAW

These Terms are drawn up and are in accordance with the current state of the law governing these Terms, the Token Sale and the Company, in force as of the date reflected hereunder. No warranty is given regarding compliance of these Terms with any other laws than the law applied to these Terms, or any other laws in effect as of a later date than the date of these Terms regardless of the date of acquisition of a token by Yourself.

APPLICABLE LAW

These Terms and all matters related to the interpretation and effect of this Terms as well as any non-contractual obligation between the Company and Yourself will be subject to and governed by the laws of England and Wales. All disputes arising from or under these Terms shall be resolved by documents-only arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce 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 seat of the arbitration shall be Geneva, Switzerland. The arbitral proceedings shall be conducted in English.

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