Terms & Conditions
These General Terms and Conditions (“T&C”) apply to user of the Site.
You should read these Terms of Service carefully before entering into the Site and using any of the services, functions, or features offered on the Site. You acknowledge that you have read these terms and conditions and that you agree to be bound by them. If you do not agree to all of the terms and conditions under this agreement, you are not an authorized participant of these services and you should not use this website nor its products/services. “YOU” shall be construed as referring to yourself or the entity you represent.
Kheper Software House Ltd (hereinafter “Kheper”) reserves the right to change, modify, add or remove portions of these terms at any time for any reason without your consent; therefore we suggest that you review these terms periodically for changes. Such changes shall be effective immediately upon posting on the website. You acknowledge that by accessing our website after we have posted changes to these terms, you are agreeing to the modified terms.
This document or any other document, produced and signed by Kheper, does not constitute an offer, solicitation or advice to sell or invest in shares or securities in Kheper or the website or the products offered thereto. None of the information or analysis presented are intended to form the basis for any investment decision, and no specific recommendations are intended to form the basis for any investment decision and Kheper’ s services and the website are not, do not offer and shall not be construed as investment or financial products, but as cryptographic tokens.
Accordingly, any acquisition of cryptographic tokens Kheper does not present an exchange of cryptocurrencies for any form of ordinary shares in Kheper or the website, and holder of any cryptographic tokens, issued by Kheper is not entitled to any guaranteed form of dividend or other revenue right. Holders of cryptographic tokens are only entitled to the certain rights in accordance with the terms set out herein.
Kheper cryptographic tokens are available to participants in exchange for certain other cryptographic tokens and Kheper does not provide custodial or wallet services for the tokens.
Users are not allowed to use the Site if this is not compliant with the User’s residence State or to use the Site in any malicious manner or in any way which may constitute a contravention of the Maltese law or the User’s residence law;
Kheper expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this document, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting there from, (iv) usage or acquisition of products, available through the website.
You hereby consent to the collection, processing and storage of any personal data by Kheper in accordance with the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
You hereby consent that neither you nor your immediate family members and/or close associate/s are politically exposed persons.
1.1. The following terms shall have for the purposes of these General Terms and Conditions the following meanings:
a) “Agreement” means these terms and conditions;
b) “Digital Asset” are tokens, available on a particular public blockchain network, which includes Ether;
c) “Crypto Currency” the same as “Digital Asset”;
d) “Ethereum” shall mean an open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality;
e) “Restricted Areas” shall have the meaning set out in paragraph 4.1.;
f) “Kheper Token (s)” means Kheper Cryptographic Token as set out in paragraph 3.1.;
g) “Terms” means these General Terms and Conditions;
h) “Participant (s)” shall mean any person, whether natural or legal, accessing the Website, or directly/indirectly making use of the Kheper Token and project;
i) “Website” shall mean https://kheper.bet/;
2.1. Kheper reserves the right, at its sole and absolute discretion and without giving prior notice, to:
a) vary, modify, add or remove features, or amend any content on the Website. You shall be deemed to have accepted and agreed to any such change if you access or use the Website after the change is published on the Website;
b) block or restrict access to, or terminate, withdraw or suspend use of the Website or any part of the Website. No Kheper Party will be liable for any loss which may be incurred.
2.2. The Website may contain hyperlinks to websites which are not maintained or controlled by Kheper. All hyperlinks to such websites are provided as a convenience to you. Use of the hyperlinks and access to such websites is entirely at your own risk. All Kheper Parties disclaim any responsibility and liability for any third party content contained in websites linked to on the Website and shall not be liable for any loss arising from you accessing or using such websites.
2.3.The inclusion of any hyperlink does not imply endorsement by Kheper of such websites. Under no circumstances shall Kheper be considered to be associated or affiliated in any manner with any trade or service marks, logos, insignia or other devices used or appearing on websites to which the Website is linked.
3. Kheper Tokens
3.1.Kheper will create Kheper cryptographic tokens compatible with ERC20 Ethereum Token Standard.
3.2.Total amount of Kheper Tokens available will not exceed maximum 3.2 billion of Kheper Tokens.
3.3. Kheper shall not create additional Kheper Tokens in any time after the initial token release.
3.4.Kheper reserves the right to use an emergency stop functionality to stop the distribution process. Use of this functionality shall remain at the discretion of Kheper and shall only be used in limited situations, such as, but not limited to:
a) detection of a serious security issue;
b) serious network performance issue, depriving all Participants of equal treatment;
c) any type of material attack on the Kheper Tokens, Website or Ethereum network.
3.5 .Kheper Tokens carry no rights, express or implied, other than those set out herein. Kheper Token does not have the legal qualification of a security, since it does not give any right to dividends or interests.
3.6.Kheper Tokens shall NOT be construed as granting any legal governance rights of Kheper Software House Ltd or any legal company incorporated after Kheper Tokens distribution, such as voting in the annual general meeting, other statutory rights, rights to dividends or profits and similar.
3.7.The only official and authorized website for Kheper Token distribution is the Website mentioned in the Terms (let. j). The Participant (s) must ensure that the URL of the web browser indicates that it is using a hypertext transport protocol secure connection (“https”) and that the domain name is correct. In this regard, Kheper may partner with third party service provider to enable easier acquisition of Kheper Tokens with cryptocurrencies other than Ethereum.
3.8.Kheper Token is not a consumer product and its Participants accept explicitly and agree to it that they are not covered by the consumer protection regulation of any jurisdiction.
3.9.Kheper reserves the right to change the dates set out in these Terms at any given time due to technical or organizational reasons, without any duty to provide any reason(s) to the Participants or the public. Any such changes will be published on the Website.
4.1.The Website and Kheper Tokens are not offered for use to natural and legal persons having their habitual residence or their seat of incorporation in the United States of America (“Restricted Areas”). In addition to the above, Participant (s) shall warrant that they adhere to the present Terms and Conditions stipulated.
4.2.Natural and legal persons with their habitual residence or seat of incorporation in the Restricted Areas shall not use the Website and Kheper tokens.
4.3.Kheper reserves its right to decide in its own discretion to adopt reasonable organizational and technical measures to ensure that the Website and Kheper Tokens are not available to persons from paragraph 4.1. Due to the Kheper Tokens being offered on the Internet (meaning in the world-wide web) Kheper and Participants understand that there is a possibility that there might be a certain “flow back” of Kheper Tokens to natural and legal persons with their habitual residence or seat of incorporation located in the Restricted Areas. Kheper consequently explicitly prohibits persons from paragraph 4.1 from using the Kheper Tokens.
4.4.Kheper Software House Ltd shall not be held liable for any legal or monetary consequence arising of such use. Such persons using Kheper Tokens despite the prohibition shall on first request indemnify and hold harmless Kheper from any legal or monetary consequence arising of their breach of the terms as described in this paragraph 4.3. Any person, matching the criteria from paragraph 4.1. shall immediately stop using Kheper Tokens and leave the Website.
4.5. If you are registering to use the Kheper Tokens on behalf of a legal entity, you represent and warrant that:
a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and
b) you are duly authorized by such legal entity to act on its behalf.
4.6.You further represent and warrant that you:
a) are of legal age to form a binding contract (at least 18 years old in most jurisdictions);
b) have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party;
c) are not located in, under the control of, or a national or resident of any Restricted Areas;
d) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC);
e) will not use the Kheper Tokens if any applicable laws in jurisdiction of your habitual residence or incorporations prohibit you from doing so in accordance with these Terms;
f) have a deep understanding of the functionality, usage, storage of cryptographic tokens, smart contracts, and blockchain-based software;
g) have carefully reviewed the content of this document and have understood and agreed with these Terms,
h) you understand that the Kheper Tokens confer no other rights of any form with respect to Kheper;
5. Financial Regulation and Cooperation with Legal Authorities and Authorized Financial Institutions and Regulators.
5.1.Kheper is closely following changes to legislation in the most relevant jurisdictions in the world and undertakes to act accordingly, if regulatory changes significantly impact operations of Kheper Tokens and the Platform. Kheper is not a financial institution and is currently not under supervision of any financial supervisory authority. Kheper does not provide any licensed financial services, such as investment services, capital raising, fund management or investment advice.
5.2.Kheper undertakes to cooperate with any governmental legal authority or regulator or supervisory authority of any country, and also with all authorized financial institutions if so required under the relevant laws. Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world. In this respect, regulatory measures, investigations or actions may impact Kheper’s business and even limit or prevent it from developing its operations in future..
6.1.Kheper and its affiliates and their respective officers, employees or agents will in regard to the Website and Kheper Tokens not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including but not limited to loss of profits, trading losses or damages that result from use or loss of use of this Website and Kheper Tokens), even if Kheper has been advised of the possibility of such damages or losses, including, without limitation, from the use or attempted use of Kheper tokens and/or the Website.
6.2.Further, neither Kheper nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:
a) your inability to use the Website or Kheper Tokens, including without limitation as a result of any termination or suspension of the Ethereum network, including as a result of power outages, maintenance, defects, system failures or other interruptions;
b) the cost of procurement of substitute goods or services;
c) any investment, expenditure, or commitment by you in connection with this Agreement or your use of or access to the Website and Kheper Tokens; or
d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with to the Website and Kheper Tokens.
6.4.You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including attorney fees) arising out of or relating to any third- party claim concerning your use of the Website and Kheper Tokens contrary to these Terms. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
6.5.The information, software, products, and services included in or available through the Website may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Kheper and/or its suppliers may make improvements and/or changes to the Website at any time. Kheper makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the Website, Kheper Tokens, information, software, products, services and related graphics contained on the Website for any purpose.
6.6.To the maximum extent permitted by applicable law, the Website and Kheper Tokens, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. Kheper hereby disclaims all warranties and conditions with regard to the Website, Kheper Tokens, information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
6.7.You warrant to Kheper that you will not use the Website or the Kheper Tokens for any purpose that is unlawful or prohibited by these Terms. You may not use the Kheper Tokens in any manner that could damage, disable, overburden, or impair the Kheper Tokens or the Website.
7.1.You will implement reasonable and appropriate measures designed to secure access to any device associated with the email address associated with your account with Kheper Tokens.
7.2.In case you suspect a security breach in any of the above mentioned, you will inform us immediately, so we can take all required and possible measures to secure your account, the Website, Kheper Tokens and systems as whole.
8.1.All your factual and potential tax obligations are your concern and responsibility and Kheper Software House Ltd is not in any case and under no conditions bound to compensate for your tax obligation or give you any advice related to tax issues, including but not limited what kind of filing or reporting you need to do with the competent tax authority, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible to etc.
9. Intellectual Property
9.1.We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information, source code, brand names, graphics, interface design, text, logos, images, information and data pertaining to the Project (hereinafter: “KHEPER IP”), whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents base thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
9.2.These Terms shall not be understood and interpreted in a way that they would mean assignment of intellectual property rights, unless it is explicitly defined so in these Terms.
9.3.You are being granted a non-exclusive, non-transferable, non-assignable, revocable license to access and use the Website and Kheper Tokens strictly in accordance with these Terms. As a condition of your use of the Website and the Kheper Tokens you warrant to Kheper that you will not use the Website or Kheper Tokens for any purpose that is unlawful or prohibited by these Terms.
9.4.You may not use the Kheper Tokens in any manner that could damage, disable, overburden, or impair the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website and Kheper Tokens. Limitation to the transferability of license shall not be understood in a way that the Participants are not allowed to transfer Kheper Tokens to third parties.
9.5.All Kheper IP is the property of Kheper and is protected by all copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
9.6.You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Kheper IP, in whole or in part, found on the Website or associated products and services. Kheper IP is not for resale.
9.7.Your use of the Kheper IP does not entitle you to make any unauthorized use of any Kheper IP, and in particular you will not delete or alter any proprietary rights or attribution notices in any Kheper IP. You will use Kheper IP solely for your personal use, and will make no other use of Kheper IP without the express written permission of Kheper and the copyright owner.
9.8.You agree that you do not acquire any ownership rights in any Kheper IP. We do not grant you any licenses, express or implied, to the intellectual property of Kheper except as expressly authorized by these Terms.
10.1 We may provide any notice to you under this Agreement by:
a) posting a notice on the Website; or
b) sending an email to the email address associated with you.
10.2.Notices we provide by posting on the Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address updated. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
10.3.To give us notice under this Agreement, you must contact us by email to [email protected] We may update this email address for notices to us by posting a notice on our Website. Notices to us will be effective one business day after they are sent.
All communications and notices to be made or given pursuant to this Agreement must be in the English language.
11.1.We do not permit individuals under the age of 18 to register with our Website and use our products. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block his/her/their access to our Website and products.
11.2.We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control.
11.3.We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right:
a) to develop or have developed for itself products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and;
b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s’ products or services.
11.4.These Terms do not create any third-party beneficiary rights in any individual or entity. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer contrary to these Terms will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. The failure or omission by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
11.5.Except as otherwise set forth herein, if any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of the Terms will remain in full force and effect.
11.6.“Kheper” refers to the Project as a whole, including any or all of the entities, being used by Kheper Software House Ltd, incorporated in Malta. Provided that the jurisdiction of choice may be changed at any time by us at any point and at our own sole discretion; the change shall be announced on the website when effected.
11.7.Any dispute or difference arising out of or in connection with this Terms, including any question regarding its existence, validity or termination, shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Malta’s Arbitration Centre on the written application of either party. The seat of arbitration shall be Malta. The applicable law shall be the law of Malta. The language to be used in the arbitral proceedings shall be English.
11.8.These Terms represent the entire agreement between you and us regarding the subject matter of these Terms, in particular use of the Website and Kheper Tokens. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
11.9.By making use of the Website and Kheper Tokens, you shall have accepted all the terms and conditions under this Agreement and confirm that you have made such acceptance with no undue pressure and fully aware and informed of all the terms and conditions stated herein.
ALL PARTICIPANTS HEREBY EXPRESSLY AFFIRM, REPRESENT AND WARRANT THAT THEY:
a) have read carefully the Terms & Conditions, agree to their full contents and accept to be legally bound by them;
b) are NOT U.S. citizen, resident or entity (a “U.S. Person”) nor are they purchasing Kheper Software House Ltd or signing on behalf of a U.S. Person;
c) have sufficient knowledge about the nature of the cryptographic tokens and have significant experience with, and functional understanding of, usage and intricacies of dealing with cryptographic tokens and cryptocurrencies and Distributed Ledger Technology – based systems and services;
THE PARTICIPANT (S)’ DECISION TO SUBSCRIBE TO KHEPER TOKENS WAS:
A. Not based, at least in part, on information received or communications exchanged while the Participant, or the person providing the information or with whom the communication was exchanged, was within the USA;
B. Not made inside the USA; and
C. Not communicated to Kheper from a source within the USA.