Kyon Ltd
Terms of Service
version 1.1
Last Updated on 24th May 2018
General Terms
  1. 1.1
    The Terms and Conditions contained herein govern the terms and conditions in relation to the operation of the website https://adara.io/ and/or any sub-website and/or associated domains (and/or sub-domains) of https://adara.io/ (hereinafter “Adara”, “Adara.io”, ”Website” or “Platform”), which is an on-line trading exchange platform which allows for the trading and transacting of digital assets and cryptocurrency (hereinafter “Service”) between persons, individual or corporate.
  2. 1.2
    Adara is operated by Kyon Limited a limited liability company incorporated and registered under the laws of Malta with company registration number C 89188 and registered office situated at 136, St. Christopher’s Street, Valletta VLT 1436, Malta and is actively operating under Maltese law (hereinafter "Company” or “We”)
  3. 1.3
    The Company operates the Website.
  4. 1.4
    The persons effecting transactions through the Website will hereinafter be referred to as “Users”, or “You”.
  5. 1.5
    The Website is available in five languages, English, Spanish, Turkish, Korean, Japanese and Chinese. However, in case of any misunderstandings, conflicts between languages or difficulties in translation, the English language shall prevail as the language of reference.
  6. 1.6
    By registering on the Website, You accept all the terms of service and conditions of the Platform which are to be read carefully. Through the acceptance of these terms of service and conditions You are hereby agreeing that You have read, understood and agree to all of the terms and conditions contained herein (hereinafter “Terms of Service” or “Agreement”).
  7. 1.7
    In order for a User to use the Service/s provided by the Platform certain obligations within your jurisdiction of residence may have to be complied with and fulfilled. By using the Service/s, You confirm that You have informed yourself and are aware of all applicable laws and regulations within Your country / state of residence and confirm that You are compliant with the necessary laws and regulations.
  8. 1.8
    1. By using the Service/s, You hereby confirm that You are not a citizen or resident of the following jurisdictions:
      • United States of America;
      • People's Republic of China;
      • Canada, New Zealand, Iceland, South Korea, North Korea, Taiwan, Afghanistan, Pakistan, Iran, Syria, Yemen, Somalia, Sudan, South Sudan, Central African Republic
      • countries or territories under the sanctions of the United Nations or the European Union (the list is available at: https://eeas.europa.eu/sites/eeas/files/restrictive_measures-2017-08-04.pdf )
      • of countries where cryptocurrency is prohibited or
      • if You are an individual under the sanctions of the United Nations or the European Union
Agreement to Terms of Use
  1. 2.1
    “Account” shall mean an online account created by the user on the Website.
  2. 2.2
    “Affiliate” shall mean a person, entity or organization associated with the Company.
  3. 2.3
    “Cryptocurrency” shall mean any form of digital medium recordation that is used as a digital medium of exchange, unit of account or store of value which uses cryptography to secure the transactions and to control the creation of additional units of the currency.
  4. 2.4
    “KYC Documentation” shall mean the relevant anti money laundering and prevention of terrorism documentation which the Company is required to request from the User and which ensures identification, verification and source of funds by the Company in accordance with relevant legislation and accompanying rules.
  5. 2.5
    “Services” shall mean any service provided by the Company and/or its affiliates, including the services available to registered Users on the Website.
  6. 2.6
    “User” shall mean any subscriber of the Website who has been duly registered and verified through the Website.
  7. 2.7
    “Wallet” shall mean any type of wallet used for storage of cryptocurrencies on the Platform.
  8. 2.8
    “Website” shall mean the website of the Company which is found at https://adara.io/ and/or any sub-website and/or associated domains (and/or sub-domains) of https://adara.io/
About Adara
  1. 3.1
    Adara is an online trading exchange platform that allows the Users to invest, trade and exchange cryptocurrencies and will at initial stages be limited to operations in European jurisdictions and shall allow trading in relation to certain European accredited investors. Adara will provide a centralised and decentralised exchange. Adara will be applying with the relevant competent authorities for a license to operate as a multilateral trading facility (“MTF”) within the European Union in accordance with EU Directive 2014/65/EU (“MiFID II”). Adara will also be applying with the relevant competent authorities to be classified as an alternative trading system (“ATS”) in the United States and during final stages, Adara will also be applying for the necessary licenses from the United States Securities and Exchange Commission (“SEC”) in order to obtain ATS and register as a fully regulated exchange in the United States.
  2. 3.2
    A User shall be required to register an account on the Website.
  3. 3.3
    Registered Users shall not be authorised to advertise or transmit or upload any form of commercial advertising or commercial solicitations on the Website and/or Platform.
  4. 3.4
    Users shall have a right to make an offer for acquisition or sale of a cryptocurrency stored in their personal wallet through the Platform to a third-party user through a fully automated order system.
Acceptance and Agreement to the Terms and Conditions of Service
  1. 4.1
    The Terms and Conditions of Service shall come into effect the moment You register on the Website as a User, which involves the opening of an Account and includes the completion of all KYC Documentation being collected and approved by the Company.
  2. 4.2
    The Terms and Conditions of Service constituted a legally binding agreement between You, whether personally or on behalf of any other entity and the Company, including all affiliates.
  3. 4.3
    You are required to carefully read the Terms and Conditions of Service in their entirety prior to the registration as a User on the Website and shall fully agree to them. By accepting the Terms and Conditions of Service You automatically confirm that You have informed yourself and are aware of all the information included in the current Agreement and agree to fully comply with them at all times.
  4. 4.4
    The Terms and Conditions of Service shall be applicable to Your access and use of the Wesbite, and all current and future associated services which will be provided through the Website, including but not limited to media form, media channel or any mobile application, related, linked or otherwise connected thereto.
  5. 4.5
    In the event that the Company requires to revise, amend or change the Terms and Conditions of Service in any way relative to the functionalities and/or restrictions of the Website, the Company may make the relevant changes or amendments to the provisions within these Terms and Conditions of Service at any time. The Company will notify You of any such changes before they are applied, and You will have the opportunity to review and agree or decline to such changes made.
  6. 4.6
    Should You decline to such revision, amendment or change in accordance with Clause 4.4 above, the Company reserves the right to terminate Your Account in terms of Clause 12 and Your Account shall be deleted.
  7. 4.7
    The Company shall have the right to revise, amend or change the Website, temporarily or permanently at any time in order to improve Website functionality. The Company shall not be liable to You for any damage which may be suffered as a result of such revision, amendment or change.
  8. 4.8
    The use of the Website and or/Terms and Conditions of Service shall be limited to individuals who are capable of lawfully entering into contracts under applicable law.
Your Account
  1. 5.1
    In order for You to be able to start using the Website, You are required to set up and register with the Company and open an account (“Account”) on the Website and to provide the following information: full legal name and surname, birth date, nationality, residential address and valid e-mail address and any other information which may be required in order for a valid Account to be issued. The User will make use of their personal email address for login purposes on the Website. The Passport for User Account shall be created by the User.
  2. 5.2
    The Company is entitled to refuse the opening and registration of Your Account should valid KYC Documentation not be in accordance with the Company’s Anti Money Laundering Policy.
  3. 5.3
    You hereby fully warrant and represent that all information provided to the Company, such as, but not limited to, valid identification and verification document, residential address or registered address in case of corporate entities, email address, source of funds during the term of validity of these Terms and Conditions of Service are complete, true, correct and accurate and that You will immediately notify the Company in situations where there have been any amendments, update or changes to such information or a change to Your details on the Website.
  4. 5.4
    You hereby fully agree that it is Your sole and exclusive responsibility to ensure that Your login details, as per Clause 5.1 above are kept and stored safely and securely. You must not disclose Your login details to any third party, doing so will constitute a breach of these Terms and Conditions of Service. It is strongly advisable that You do not share or disclose Your Account information with any third party. You should create a complex, secure and unique password which is not easily identifiable and ensure that such password is changed or modified from time to time. Log out should occur when You are finished from using the Account. The Company shall not be responsible for any abuse or misuse of Your Account by third parties due to Your disclosure, whether intentional or accidental, active or passive, in relation to Your login details to any third party.
  5. 5.5
    The Website shall be used exclusively for lawful purposes. Unlawful use of the Website is prohibited. Should the Company be informed that the Website is being used for any unlawful reason, it shall have the right to terminate Your Account immediately.
  6. 5.6
    Any Account created through automated methods or bots are not authorised on the Website.
  7. 5.7
    You hereby agree to promptly notify the Company of any changes or amendments to any information relating to your Account’s creation.
Assumption of Risks, Limited Liability and Indemnity
  1. 6.1
    By using the Website, You hereby confirm that You have a level of understanding on the use and risks involved in trading of cryptocurrencies and that the use of the Service/s as offered by the Company may result in potential loss. Due to the constant price fluctuations of cryptocurrencies, the value of Your assets may increase or decrease at any point in time.
  2. 6.2
    You fully acknowledge the risks related to the Use of the Service/s provided on the Website and take full responsibility for the financial outcomes of the use of the Service/s.
  3. 6.3
    1. You fully accept and acknowledge the fact that Company has no control over the cryptocurrency network and other Users and therefore will not be liable for the outcome in the event of:
      1. Any economical losses (including but not limited to profit, revenue, business contracts);
      2. Any loss of goodwill or reputation; and
      3. Any other economic or non-economic loss or damage
  4. 6.4
    The Company shall not be held responsible for any User generated content on the Website.
  5. 6.5
    The Company has not entered into with any partnership of any kind in relation to the payment services represented on the Website. The payment methods are listed solely for informative purpose.
  6. 6.6
    The Company shall make reasonable efforts to ensure verification of the information provided on the Website and ensure security of our Users through audits which will be carried out by third party services providers who will apply machine learning to detect and identify anomalies in user behaviour. Accounts which are associated with fraud will be immediately frozen and reviewed by the Company to understand the circumstances which led to any violation. The Company does not give any warranties in relation to any information provided by the other User.
  7. 6.7
    1. The Company shall not be held responsible for any losses, damages or claims arising from, but not limited to, the following:
      1. Unauthorised access of Your account by any third party or minor;
      2. User errors (forgotten password, transaction error details, etc);
      3. Company Server failure of data loss;
      4. Collapse of the digital currency market;
      5. Any force majeure conditions, including but not limited to: connectivity or power failures, actions of government, weather conditions or other authorities, wars.
  8. 6.8
    Unauthorised access of Your account by any third party or minor;
User Registration
  1. 7.1
    1. To make use of the Company Service/s, You shall be required to register on the Website for purposes of creating an Account , which shall include the provision of the following information:
      1. E-mail address
    2. Upon registration, the User will be able to create a unique username and password which the User will require in order to access his Account.
  2. 7.2
    The User confirms that the information provided, is true, accurate and correct and up-to-date. Should the Company suspect that any of the details provided by the User are false, incomplete or misleading, the Company reserves the right to temporarily or permanently deny Your Account access or delete Your Account in its entirety.
  3. 7.3
    Each Account can only be used personally by the registered User and shall not be granted access fully or partially to any third party. The User shall only be entitled to only registered account on the Website. To be able to register and use the Service, you have to be at least 18 years old.
  4. 7.4
    The User shall be solely responsible for ensuring security of all Website related passwords, codes or any other credentials.
  5. 7.5
    The User shall authorize the Company to send you notifications by email from the moment of Your registration on the Website.
  6. 7.6
    You shall not be authorised to register an Account if you have been previously removed from the Company Website.
Identity Verification
  1. 8.1
    Every User of Website shall undergo account verification through Valid KYC documentation as may be indicated by the Company on the Website, in order to ensure that the Company satisfies applicable Anti Money Laundering and Prevention of Terrorism legislation and to ensure that the Platform and Website is compliant with applicable laws and regulations.
  2. 8.2
    The Company requires full User identification and verification in accordance with the Company’s Know Your Client and Anti Money Laundering Policies and Procedures which may be found here.
Trading Process
  1. 9.1
    Trading on the Platform shall be initiated by the User through the response to offers created by other Users or through the creation of an offer initiated directly by the User. All orders created by Users through the Platform are automatically executed subject to the User having satisfied KYC and AML requirements as outlined in Clause 8.2 above and subject to necessary liquidity and funds being available in Users Account.
Arbitration and dispute resolution
  1. 10.1
    Subject to any applicable law to the contrary, any dispute, controversy or claim arising out of or relating to the Terms and Conditions of Service, or the breach, termination or invalidity thereof, shall be settled by arbitration, in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force.
  2. 10.2
    The number of arbitrators shall be three.
  3. 10.3
    The place of arbitration shall be Malta and the language(s) to be used in the proceedings shall be English.
  4. 10.4
    Please note that the European Commission manages an Online Dispute Resolution website http://ec.europa.eu/odr/ dedicated to helping consumers and traders resolve their disputes out-of-court, including cross-border disputes.
Fees
  1. 11.1
    The Company shall charge fees for the Service/s according to its Fees policy which may be accessed through the following link http://adara.io/fees/
  2. 11.2
    Unless specified otherwise, fees will be charged automatically at the moment of withdrawal of a crypto asset. Trading fees shall be charged by the Company after orders have been executed.
User Account Limitation, Block or Termination
  1. 12.1
    1. The Terms and Conditions of Service shall be valid for a period of time which shall commence from the moment when You successfully register an Account on the Website until these Terms and Conditions of Service are terminated for whatever reason. Account cancellation shall cause these Terms and Conditions of Service to be terminated and shall cause the Company to implement the following actions:
      1. limit, suspend or terminate the service and user Accounts or portions thereof;
      2. prohibit access to our sites and their content, services and tools;
      3. delay or remove hosted content;
      4. take technical and legal steps to prevent users from accessing the service; and
      5. disabling Your access to the Service/s or any part thereof including any content You submitted on the Website.
  2. 12.2
    The User may cancel his Account at any time.
  3. 12.3
    1. The Company may terminate the Terms and Conditions of Service together with Your right of access to the Website and access to Your Account in the following instances:
      1. The User does not agree to the changes, amendments or revisions of the provisions of the Terms and Conditions of Service in accordance with Clause 4.5;
      2. Advertisement or transmission of any commercial advertisement or solicitation;
      3. Any statement on a User Account which is defamatory, libellous or commercially detrimental;
      4. The transmission of chain letters, junk mail, or spam mail;
      5. The User uploads or transmits any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, racist or xenophobic, or otherwise objectionable, that incites violence, or that may invade another users right of privacy or publicity or otherwise infringes the rights of others;
      6. The User carries out fraudulent activities of any kind;
      7. The User re-sells his/her Account;
      8. The Company is required to do so by law or other regulation.
    2. Should Your account be terminated by the Company in accordance with this Clause 12.3, this shall result in permanent loss of access to Your Account and to all Service/s provided by the Company.
  4. 12.4
    The Company shall incur no liability as a result of the termination of these Terms and Conditions of Service in accordance with Clause 12.3.
  5. 12.5
    1. The Company shall inform the User by e-mail of Account limitation or blockage on the Website, which may be initiated for the following reasons:
      1. Upon evidence or reason that You have violated the current Terms and Conditions of Service, any applicable law, any other legal regulations or third parties’ rights;
      2. You have provided the Company with false, inaccurate, misleading or obsolete information.
      3. You have shared content on the Website which includes racism, sexism, pornography or otherwise content which is of a harassing nature;
      4. You have used the Platform in any other way that can cause threat to Platform’s safety or interfere with its functioning;
      5. The Company is required to do so by law or other regulations.
  6. 12.6
    Without prejudice to the provisions of this Clause 12, the Company reserves the right to block or terminate Your account immediately once fraudulent activity has been detected on Your account. The Company will notify the User via e-mail that his account has been frozen or terminated in terms of this Clause 12.6.
  7. 12.7
    Either Party may terminate these Terms and Conditions of Service due to breach by the other Party of the Terms and Conditions of Service contained herein, by giving to the other Party fourteen (14) days’ written notice.
  8. 12.8
    The Company may cease providing the services contemplated in these Terms and Conditions of Service in full or in part. In such an event, we will inform You in writing of the planned cessation and its scope at least fourteen (14) days prior to the intended cessation.
  9. 12.9
    It is normal practice to notify Users prior to their account limitation, blockage or termination. However, we reserve the right to do so without giving any notice if we believe it is necessary for security reasons.
Intellectual Property Rights
  1. 13.1
    All intellectual property on the Website, including but not limited to patents, copyright, trademark, trade secrets and all other related proprietary rights (hereinafter Contents) is the property of the Company and is protected by applicable intellectual property laws. You may not copy, modify, transmit, reproduce, distribute or use the Contents in any purpose other than for the use of the Service/s. Any such use can be considered by the Company only upon request in the form of a written notice. The Company reserves the right to decide whether to grant or not the permission to use the Contents.
  2. 13.2
    You hereby agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Website, its products or Service/s.
Privacy Policy
  1. 14.1
    The Company shall make reasonable efforts to protect Your personal information. However, the Company cannot guarantee the security of the data that You disclose online. You acknowledge and accept all the risks that may arise from providing personal information on the Website and agree that the Company will not be held responsible for any personal information violation that can arise unless it happens as a result of our negligence.
  2. 14.2
    The User's IP-address will be recorded for each User at the time of Account login on the Website. The IP-address itself is stored in a database, which can be only accessed upon requests.
  3. 14.3
    The Users’ IP-address is required to compare the input region (country / city) of the IP-address and the country of the User.
  4. 14.4
    Upon being in receipt of personal information, our Privacy Policy shall apply.
  5. 14.5
    You hereby acknowledge that You have read and understood and agree to our Privacy Policy.
  6. 14.6
    Cookies are used within the framework of our internet offer. You can find more detailed information in our Privacy Policy.
Applicable Law
  1. 15.1
    These Terms and Conditions of Service shall be governed and construed in accordance with English law, saving, where applicable, the provisions of Article 6(2) of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I), or any other legislative measure which may replace the said Regulation from time to time.
General Information
  1. 16.1
    These Terms and Conditions of Service and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by the Company.
  2. 16.2
    If any provision of these Terms and Conditions of Service is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason whatsoever, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
  3. 16.3
    The Company shall be authorised to assign, transfer or delegate these Terms and Conditions of Service for the fulfilment of any of its obligations pursuant to these Terms and Conditions of Service and/or the Privacy Policy, in whole or in part, to any person or entity at any time with or without Your consent.
  4. 16.4
    You shall not have the right to assign transfer or delegate in any manner whatsoever any rights or obligations under the Terms and Conditions of Service or Privacy Policy without the Company’s prior written consent, which may be withheld at its sole discretion, and any unauthorised assignment and delegation by You is void, null and ineffective.