By purchasing IGNITE Tokens (“IGNITE”) from Ignite Partners, an unincorporated Gibraltar partnership, and/or Ignite Limited, a Gibraltar corporation, with its registered office at 57/63 Line Wall Road, Gibraltar (together “Ignite Technology”), you (“Purchaser”) acknowledge that you have read and understood this Token Sale and Purchase Agreement and that you expressly agree to be bound by its terms.
1.1 By purchasing IGNITE, the Purchaser represents and warrants that he/she:
a. has an understanding of the usage and intricacies of cryptographic tokens and blockchain-based software systems;
b. is not prevented by legislation and/or regulations from purchasing, and is otherwise legally permitted to purchase, IGNITE in the Purchaser’s jurisdiction;
c. is of a sufficient age to purchase IGNITE legally in whichever jurisdiction he/she is domiciled;
d. will take sole responsibility for any restrictions and risks associated with the purchase of IGNITE as set out more fully in clause 2;
e. is not purchasing IGNITE for the purpose of speculative investment; and
f. is acquiring IGNITE to facilitate development, testing, deployment and operation of, as well as have access to, certain of Ignite Technology’s online services, software solutions and websites including, but not limited to, the Ignite Ratings platform, accessible via the URL https://igniteratings.com, and/or such other URL as Ignite Technology may use from time to time (“Ignite Ratings”).
1.2 The Purchaser understands, acknowledges and agrees that:
a. to the fullest extent permitted by law, Ignite Technology provides no warranties hereunder, of whatsoever nature, whether express or implied, and that IGNITE are purchased on an “as is” basis;
b. Ignite Technology will not provide any refund of the purchase price for IGNITE Tokens under any circumstance;
c. he/she accepts sole risk for the purchase of IGNITE;
d. the Ignite Technology online services, software solutions and websites including, but not limited to, Ignite Ratings, are currently being developed and may undergo significant changes before final release, or may not have a final release;
e. while Ignite Technology will make reasonable efforts to continue to develop the features of its software, it is possible that there may never be an operational Ignite Ratings platform with the desired features. It is also possible that, even if Ignite Technology releases a desired version of the Ignite Ratings platform, due to a lack of public interest in decentralised applications the Ignite Ratings platform could be suspended/terminated.
2.1 Ignite Technology intends to set aside a prescribed percentage of the proceeds of sale of the offering of IGNITE to the general public via an initial coin offering (“ICO”) to fund the ongoing development and maintenance of its software solutions and websites including, but not limited to, the Ignite Ratings platform, and its day-to-day operating costs generally (“Operating Costs”). Such percentage is intended to be determined as follows:
|Total Proceeds of Sale ("TPoS")||%age of TPoS retained to cover Operating Costs|
2.2 Those ICO proceeds of sale that have been set aside pursuant to clause 2.1 will be deployed periodically to meet Operating Costs at the joint discretion of Ignite Technology and its assurance partner, EY (Gibraltar), via the use of “multisig” wallets. Ignite Technology shall instruct EY (Gibraltar) that it should only agree to the deployment of said proceeds of sale if it is satisfied that funds have previously been deployed and used in a proportionate and responsible manner, having regard to market costs and conditions, and any other relevant criteria. Once EY (Gibraltar) is satisfied that the Ignite Ratings platform has been launched, and is operational, any remaining proceeds of sale that have been set aside to cover Operating Costs will be immediately released to Ignite Technology to do with as it sees fit.
2.3 Those ICO proceeds of sale not set aside for the purpose of covering Operating Costs pursuant to clause 2.1 are intended to be set aside for the purpose of providing working capital to the “Ignite Master Index”, an investment vehicle which Ignite Technology intends to establish in a jurisdiction of its choosing prior to the launch of the Ignite Ratings platform.
2.4 The ICO proceeds of sale of IGNITE will be denominated in BTC or ETH and converted into fiat currency, as needed. The value of BTC or ETH may fluctuate and Ignite Technology may not be able to develop or maintain its software as intended should such fluctuations detrimentally and materially affect the value of ETH and/or BTC.
3.1 At any time prior to IGNITE being made generally available to the public for purchase via an ICO, Ignite Technology may, at its sole discretion, sell a pre-allocation of IGNITE, and/or a substitute token, to any number of Purchasers in a private placement (“Pre-ICO Purchase”). Proceeds of Pre-ICO Purchases are not considered ICO proceeds of sale pursuant to clause 2 and, as such, the entirety of the proceeds of Pre-ICO Purchases may be deployed by Ignite Technology to cover Operating Costs, as it sees fit.
3.2 The amount of Pre-ICO Purchases available will be limited to an amount equal to US$3,000,000 (“Pre-ICO Cap”). Once the Pre-ICO Cap has been surpassed, any additional Purchaser contributions made prior to the ICO will be considered to be ICO contributions, subject to the normal ICO terms, and not Pre-ICO Purchases for the purposes of this clause 3, unless specifically stated to the contrary by Ignite Technology.
4.1 Having purchased IGNITE, the Purchaser understands, acknowledges and agrees that:
a. it is the Purchaser’s sole responsibility to ensure that any electronic wallet which contains purchased IGNITE is sufficiently secured at all times;
b. in the event that the wallet is hosted by, or on behalf of, Ignite Technology, any wallet backup files, keys, key files, passwords and/or seed words are lost or stolen, the purchased IGNITE associated with the affected purchase wallet may be unrecoverable.
c. there is no Ignite Technology controlled password recovery mechanism for lost wallet backup files, keys, key files, passwords and/or seed words and that Ignite Technology will not be able to assist Purchaser in retrieving or reconstructing the same and/or otherwise provide the Purchaser with access to any purchased IGNITE;
d. Ignite Technology does not guarantee the continued or eventual availability of the Ignite Ratings service; and
e. IGNITE may become unusable for any purpose desired by the Purchaser at the time of purchase.
5.1 FUTURE DEVELOPMENTS Any software developed by Ignite Technology, whether or not developed using the proceeds of sale of IGNITE, may give rise to other software solutions, networks, products and/or services which may have their own membership and/or participation criteria and neither the Purchaser, nor any other IGNITE holder, will be entitled to participate or interact with such software solutions, networks, products and/or services, by simple virtue of the fact that they are, or have previously been, a holder of IGNITE.
5.2 Holding IGNITE confers no rights, express or implied, other than the right to use IGNITE as a means of accessing, using and interacting with the Ignite Ratings platform, in the event that it is successfully completed and deployed.
5.4 IGNITE is not intended to be a digital currency, security, commodity or any other kind of financial instrument. Furthermore, IGNITE is not intended to be marketed, offered for sale, purchased, sold or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.
5.5 The purchase price of IGNITE is exclusive of all applicable taxes. The Purchaser acknowledges and agrees that he/she is responsible for:
a. determining what, if any, taxes apply to the purchase of IGNITE, including, for example, sales, use, value added, and similar taxes; and
b. withholding, collecting, reporting and remitting the correct taxes to the appropriate tax authorities.
5.6 Ignite Technology is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the Purchaser’s purchase and/or use of IGNITE.
5.7 The Purchaser understands, acknowledges and agrees that the regulatory status of cryptographic tokens and distributed ledger technology is neither settled, nor clear, in many jurisdictions. There can be no assurance that laws and regulations will not be promulgated in various jurisdictions that might adversely impact the operations of Ignite Technology, Ignite Ratings and/or IGNITE.
5.8 Operations of Ignite Ratings, its systems and networks, together with the IGNITE token and its associated networks, are subject to attacks by hackers or miners in the course of validating transactions on the Ethereum blockchain. Because much of Ignite Technology’s software is based on open-source software, there is a risk that a third party may introduce a weakness to the core infrastructure of the same, or that such a weakness may already exist, whether or not known.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE PURCHASER WILL NOT HOLD ANY OF IGNITE TECHNOLOGY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, ATTORNEYS, ACCOUNTANTS, FINANCIAL ADVISORS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (“IGNITE PARTIES”) LIABLE FOR ANY DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, IGNITE, IGNITE RATINGS OR ANY ASSOCIATED SOFTWARE OR PLATFORM UNDER ANY CAUSE OF 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 IGNITE PARTIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE, IGNITE.
THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT IGNITE PARTIES ARE NOT LIABLE, AND THE PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE IGNITE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF IGNITE AND ANY THIRD-PARTY INTERMEDIARY USED IN FACILITATING THE IGNITE SALE, AND THAT THE RISK OF PURCHASING AND USING IGNITE RESTS ENTIRELY WITH THE PURCHASER.
TO THE EXTENT PERMISSIBLE UNDER ANY APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE IGNITE PARTIES BE LIABLE TO ANY PURCHASER OF IGNITE FOR THE PURCHASE OF IGNITE.
7.1 This IGNITE Token Purchase and Sale Agreement sets out the entire agreement and understanding between Ignite Technology and the Purchaser as to the sale and purchase of IGNITE Tokens and supersedes any and all public statements about IGNITE and the sale of IGNITE made by any third party, Ignite Technology or any individuals associated with any Ignite Parties, past, present and future.
7.2 Ignite Technology reserves the right, at its discretion, to vary, change, modify, add to or remove any term or provision of this IGNITE Token Sale and Purchase Agreement, at any time, promptly upon posting the amended agreement on its website. Any Purchaser will be deemed to have accepted such changes by subsequently purchasing IGNITE.
7.3 In the event that the Purchaser does not agree to any provision or term of the applicable IGNITE Token Sale and Purchase Agreement from time to time, he/she should not purchase IGNITE.
7.4 If a court or other tribunal of competent jurisdiction determines that there is a conflict between the terms of this IGNITE Token Sale and Purchase Agreement and any other terms and condition of use for any product or service of the Ignite Parties, the provisions of the latter will take precedent.
8.1 The IGNITE ICO is to be run at the sole discretion of Ignite Technology, between such dates as may be published on the Ignite Ratings website from time to time. Ignite Technology reserves the right to change the dates of any IGNITE sale period for any reason whatsoever.
8.2 The standard price of IGNITE is US$2 per token. Discounts will be available throughout the ICO based on the total volume of IGNITE sold (excluding any Pre-ICO Purchases) as follows:
|Total number of IGNITE sold||Discount applicable||Effective cost per IGNITE (USD)|
|5,000,001 – 20,000,000||> 25%||$1.50|
9.1 To make a Pre-ICO Purchase, or to purchase IGNITE during the ICO, the Purchaser must have previously created an account on the Ignite Ratings website (“Registered Account”).
9.2 Having specified in USD the amount of Pre-ICO Purchase, or IGNITE, that the Purchaser desires, he/she will be redirected to a third-party payment processor to complete the transaction. The Purchaser understands, acknowledges and agrees that:
a. they alone are responsible for ensuring that they have specified the correct amount of USD prior to completing the transaction;
b. none of the Ignite Parties has any control or influence over, and does not represent or warrant as to the availability or functionality of, any third-party website, service or technology and none of the Ignite Parties will be liable to the Purchaser for any losses suffered as a result of the Purchaser’s use and/or interaction with such a website, service or technology, howsoever caused,
9.3 There will be no distribution of IGNITE to any Purchaser during the ICO. As soon as reasonably practicable following the completion of the ICO, Ignite Technology will create and associate with each Registered Account an IGNITE wallet, and any IGNITE to which the Purchaser may be entitled will be distributed to the Purchaser’s IGNITE wallet, and will be accessible to the Purchaser by logging in to his/her Registered Account. Ignite Technology reserves the right to delay distribution of IGNITE for any reason whatsoever.
10.1 This agreement and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of Gibraltar.
10.2 The parties irrevocably agree that the courts of Gibraltar will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes and claims).
Ignite RATINGS is the world’s first, truly decentralised and self-regulating investment intelligence and ratings platform powered entirely by crowd-sourced opinion.
IGNITE token holders are rewarded for participating in the Ignite RATINGS process via a proprietary incentive mechanism which links the wisdom of the crowd with the real-world performance of those assets being rated. We achieve this by listening to our community, investing in those assets that they rate most highly and sharing our gains with them. Ignite’s software solution turns ratings into trading signals and automatically deploys capital from the Ignite MASTER INDEX, Ignite’s own investment vehicle, which is comprised of the highest-rated and performing digital assets available, and powered entirely by the opinion and wisdom of the Ignite RATINGS community.
Currently, those wishing to invest in “the crypto space” have very limited third party resources to assist them in making investment decisions. The vast majority of reviews or ratings of ICOs are highly subjective (often the opinion of one individual), and tainted by the fact that the reviewer/rater has been paid by the ICOs they are rating. This fundamentally flawed business model is the same as that which has had a considerable part to play in more than one financial collapse in the past few decades, and is so drastically misaligned with the ethos of transparency and decentralisation promoted by blockchain and distributed ledger technologies, as to be completely incompatible.
The Ignite RATINGS model avoids such flagrant conflicts of interest by aligning everyone’s interests – ratings become more impartial, more honest and more powerful through the collaboration of the crowd, while those looking to raise funding via ICOs are encouraged to be more transparent and more professional in their approach.
Proceeds from the Ignite crowdsale will be used to fund the ongoing development of the Ignite RATINGS platform and to provide the initial investment capital for the Ignite MASTER INDEX. Ignite’s token holders become its fund managers, as the ratings generated by the Ignite RATINGS platform are translated into trading signals and the Ignite MASTER INDEX’s capital is deployed. In return for lending their wisdom to the Ignite MASTER INDEX, 50% of all trading gains is distributed back to Ignite’s token holders, while a minimum of 30% of all trading gains is reinvested into the Ignite MASTER INDEX, growing the deployable capital base.
At Ignite, our mission is clear: we aim to completely disrupt and decentralise the traditional investment ratings process through community, innovation, leveraging crowd-sourced cooperation and the deployment of proprietary blockchain technologies.
The key components of the Ignite ecosystem are: