Terms of service
1. Terms of Service
Effective Date: April 25th, 2023
Please read these terms and conditions of use (“Site Terms”) carefully. These Site Terms and other agreements on the sites govern your use of our web site or mobile application (“Sites”), and also include important disclosures and regulatory information that are associated with what is available on the Sites, all of which are important and affect your legal rights, so please read them carefully.
By accessing or using the Sites, you represent that (a) you have read, understood, and agreed to be bound by the Site Terms, (b) you are of legal age to form a binding contract, and (c) you have the authority to enter into the Site Terms personally or on behalf of the entity you have named as the registered user, and to bind that entity to the Site Terms. The term “you” refers to the individual or legal entity, as applicable, identified as the registered user when you submit your registration information on the Sites. You agree to be bound by the Sites Terms described herein and all terms incorporated by reference. Your access to and use of the Sites constitutes your acceptance of and agreement to abide by each of the Sites Terms set forth below. If you do not agree to all of these Site Terms, do not use our web site or mobile application.
These Site Terms apply solely to your access to, and use of, the website or mobile application of Kodo Limited, a company incorporated under the laws of Bahamas, with certificate of incorporation number 209391 B, with registered office at Shirley and Charlotte Streets, Bahamas Financial Center, 3rd floor, Nassau, registered in CNPJ under no. 47.579.473/0001-59 (“KODO,” “we” or “our“), located at www.kodoassets.com and any other sites or mobile applications operated by KODO which link to these Site Terms and our online services (“Services”). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with KODO, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to be responsible for any violations of these Site Terms.
KODO reserves the right to change or modify any of these Site Terms or any policy or guideline of the Sites, at any time and in its sole discretion. If KODO makes changes to these Site Terms, we will provide notice of such changes, such as by posting a notice on the Sites or updating the “Last Updated” date, which may be listed on the Sites. Your continued use of our Sites following after the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies whenever you access the Sites and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to you and your use of the Sites. If you do not agree to the amended terms, you must stop using the Sites.
Among the Services, this Sites present information regarding potential investments in cryptographic digital tokens (“TOKEN”). The TOKENS may be provided in one or various series (each, a “Series”) representing credit interests related to real estate properties (“Interests”) and are object of a public offering in Bahamas’ jurisdiction. For this reason, the TOKENS are constituted as a new set of Ethereum blockchain-based smart contract digital tokens meeting the ERC-20 standard.
The fact that you had access to the Site and knowledge of the TOKENS does not grant you the right to acquire units of a Series, as KODO might not consider you to join an emission under its sole discretion or due to selling restrictions described below. KODO will not answer any communications regarding the dismissal of an offer or the refusal of a person intending to acquire the TOKENS for legal, regulatory and/or commercial reasons.
By participating in a TOKEN Series offering through the Sites you agree and understand that each TOKEN Series offering has its own terms, rules and risks and it is your responsibility to carefully review all terms, rules, risk factors and Series offering documents and decide on your own if you agree to them.
In acquiring a Token via our website, you are declaring that you are (i) allowed to join that transaction, in accordance to your local jurisdiction rules; (ii) using lawful means and resources to do so; and (iii) not subject to any selling restriction described below. Please note that announced Series may be cancelled without any previous communication and the effective offering of any Series is at the entire discretion of KODO. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. KODO management decisions are final in all matters relating to the Sites, Services, investments, and other activities related to the Sites.
You may need to complete several steps to purchase TOKENS in a specific Series offering including, but not limited to, (i) completing KODO’s user registration process, which includes you providing identification and qualification information to KODO, (ii) entering into Series offering agreements with the specific Series, (iii) funding one or more investments in fiat currency or a specified cryptocurrency, (iv) confirming an intention to move forward with participation in the Series offering at the closing, if required by the Series; (v) creating a digital asset wallet with a third party, and (vii) providing other information to KODO or to the company which otherwise manages the Series offering (“Series Manager”), or taking other action as requested throughout the Series offering process.
The Series TOKENS being offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that KODO’s business objectives will be achieved or that a secondary market will ever develop for the TOKENS, whether via KODO, via third party registered broker-dealers or otherwise. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. The Interests being sold are not insured, may lose value, and are not supported by bank or any other guarantees.
KODO does not charge any fee for the usage of its website or for the purchase of any Series TOKEN. In acquiring a TOKEN, you may be required to bear the fees charged by the third parties involved in the purchase process. In this case, you agree that the payment of such fees will be conducted exclusively via our website.
Please note that KODO does not retain any fraction or percentage of the aforementioned fees. This payment does not represent any right enforceable against KODO or guarantee in any form the completion of the acquisition of a Series TOKEN. Under no circumstances will such fees be reimbursed or refunded, even if the offering is cancelled.
5. Selling Restrictions and Notices to Prospective Investors
Notice to Prospective Investors in Singapore
The Tokens’ offering memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Tokens may not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and neither this offering memorandum nor any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Tokens may be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of 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 provision of the SFA.
Notice to Prospective Investors in Malaysia
The Tokens’ offering memorandum does not constitute an offer or an invitation to subscribe for the Tokens in the offering. No prospectus or other offering material or document in connection with the offer and sale of the Tokens has been or will be registered with the Securities Commission of Malaysia (“Malaysia Commission”) for the Malaysia Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this offering 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 persons in Malaysia other than (i) a closed end fund approved by the Malaysia Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the Tokens, as principal, if the offer is on terms that the Tokens may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Malaysia Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the Tokens is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this offering memorandum is subject to Malaysian laws. This offering memorandum does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Malaysia Commission under the Capital Markets and Services Act 2007.
Notice to Prospective Investors in Thailand
The Tokens’ offering memorandum does not, and is not intended to, constitute a public offering in Thailand. The Tokens may not be offered or sold to persons in Thailand, unless such offering is made under the exemptions from approval and filing requirements under applicable laws, or under circumstances which do not constitute an offer for sale of the shares to the public for the purposes of the Securities and Exchange Act of 1992 of Thailand, nor require approval from the Office of the Securities and Exchange Commission of Thailand.
Notice To Prospective Investors In The Philippines
The Tokens being offered or sold herein have not been registered with the Securities and Exchange Commission of the Philippines under the Securities Regulation Code. Any future offer or sale thereof is subject to registration requirements under the Securities Regulation Code unless such offer or sale qualifies as an exempt transaction. Under the Securities Regulation Code and its implementing rules, any offer or sale of the Tokens within the Philippines is subject to registration unless such offer or sale is made under circumstances in which the Tokens qualify as exempt securities or sold pursuant to an exempt transaction under the Securities Regulation Code. The offer or sale of the Tokens in the Philippines to (a) persons who are “qualified buyers” pursuant to Section 10.0 (l) of the Securities Regulation Code or (b) not more than nineteen (19) persons who are not “qualified buyers” during any 12-month period pursuant to Section 10.1(k) of the Securities Regulation Code each exempt from registration.
Selling Restrictions USA and U.S. Persons
THE TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT AS PERMITTED BY REGULATION S OR CERTAIN OTHER EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT (“REGULATION S”). SEE “SELLING RESTRICTIONS.”
The Tokens have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act.
The Issuer will (a) not offer, sell or deliver Tokens (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of a distribution of such Tokens, within the United States or to, or for the account or benefit of, U.S. persons and will (b) require from each investor who purchases Tokens during the restricted period a declaration in due legal form of this Offering Memorandum acknowledging (x) the restrictions on offers and sales of the Tokens within the United States or to, or for the account or benefit of, U.S. persons and (y) that such acquisition is not for the account or benefit of any U.S. persons. Terms used in the preceding paragraph and in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Notice to Prospective Investors in Brazil
The offering of the Tokens and the offering memorandum have not been and will not be issued nor publicly placed, distributed, offered, negotiated, or registered with the Comissão de Valores Mobiliários (The Brazilian Securities Commission). Any public offering or distribution, as defined under Brazilian laws and regulations, of the Tokens in Brazil is not legal without prior registration under Law No. 6,385 of December 7, 1976, as amended, and Resolution No. 160, issued by the CVM on July 13, 2022 (“CVM Resolution No. 160”).
Documents relating to the offering of the Tokens, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the Tokens is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the Tokens to the public in Brazil, except in circumstances which do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations, which includes, but is not limited, to the provided under the Art. 8th, item VI, of the CVM Resolution No. 160.
Notice to Politically Exposed Persons
According to Kodo’s established compliance policies, politically exposed persons (“PEP”) shall not take part in Kodo’s offerings.
For the purposes of this definition:
“close associate” means a natural person who is closely connected to a PEP, either socially or professionally, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the PEP;
“family member” includes a parent, child, spouse and sibling of the politically exposed person;
“international organization” means an entity established by formal political agreements between member countries that have the status of international treaties, whose existence is recognized by law in member countries and which is not treated as a resident institutional unit of the country in which it is located.
A PEP means an individual who is or has been entrusted with:
a domestic prominent public function, inclusive of a head of state or government, legislator, politician, senior government, judicial or military official, senior executive of a state-owned corporation, or important political party official;
a prominent public function by a foreign jurisdiction, inclusive of, a head of state or government, legislator, senior politician, senior government, judicial or military official, senior executive of a state-owned corporation, or senior political party official; or
a senior position at an international organization or branch thereof, domestic or foreign, and includes a family member or close associate of a PEP.
6. Third-Party Content
KODO may provide third-party content on the Sites and may provide links to web pages and content of third parties (collectively, “Third-Party Content”) as a service to those interested in this information. KODO does not control, endorse, or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that KODO is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. The use of such Third-Party Content contained therein is at the user’s own risk.
7. Third-Party Products and Services
KODO may provide or allow users to provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third party. KODO is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-KODO advertisers or third-party information on the Sites.
You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information or materials regarding the Sites, TOKENS, KODO or KODO’s general products or services (“Feedback”) that are provided by you in the form of email or other submissions to KODO, or any postings on the Sites, are (as between you and KODO) non-confidential and shall become the sole property of KODO. KODO shall own, and you hereby assign to KODO, all exclusive data given to the Site, rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You agree to defend, indemnify and hold harmless KODO, its affiliates, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any Token Series.
Except as expressly provided to the contrary in writing by KODO, the Sites, the site materials contained therein and the services provided on or in connection therewith (“Platforms and Services”) are provided on an “as is” basis without warranties of any kind, either express or implied. KODO disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement as to the sites and the services, including the information, content and materials contained therein. KODO does not represent or warrant those materials in the Sites or the services are accurate, complete, reliable, current, or error-free. KODO does not represent or warrant that the Sites or its servers are free of viruses or other harmful components.
KODO is not responsible for typographical errors or omissions relating to pricing, text or photography. While KODO attempts to make your access and use of the sites and the services safe, KODO cannot and does not represent or warrant that the sites or its server(s) are free of viruses or other harmful components; therefore, you should use industry-recognized software to detect and disinfect viruses from any download.
11. Limitation of Liability
In no event shall KODO, its directors, members, employees or agents be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Sites, the Services, the content or the materials contained in or accessed through the Sites, including without limitation any damages caused by or resulting from reliance by user on any information obtained from KODO, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to KODO’s records, programs or services. In no event shall the aggregate liability of KODO, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the sites or the services or to these site terms exceed any compensation you pay, if any, to KODO for access to or use of the sites.
There are risks associated with using an internet based blockchain protocol (including that which KODO may create or use implementing a customized ERC-20 standard), including but not limited to, risks relating to hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account or the digital assets stored in your Wallet. You accept and acknowledge that KODO will not be responsible for any communication failures, disruptions, errors, distortions, delays or third-party fraud you may experience caused by circumstances beyond our reasonable control.
KODO WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON KODO’S SITES CONTENT OR INFORMATION ON TOKEN SERIES OFFERINGS OR THROUGH USE OF CRYPTOCURRENCY OR TOKEN INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO SITES OR SERVICES, (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE TOKEN SITES OR ANY ASSOCIATED SERVICES, INCLUDING THE TOKEN.
12. Applicable Law and Venue
These Site Terms and your use of the Sites shall be governed by and construed in accordance with the laws of Bahamas, applicable to agreements made and to be entirely performed within the Bahamas, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the courts located in Bahamas and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.
Notwithstanding any of these Site Terms, KODO reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, and to block or prevent future your access to and use of the Sites.