The terms of this Agreement set forth hereinafter are addressed to the persons who meet the requirements of the Company to potential Users and those wishing to read the terms of participation in the SkyWay Project. They are also addressed to those wishing to use the specifics of the User Account in case of signing the Agreement for the purposes of performing this Agreement. The Agreement shall enter into force upon the acceptance of Agreement by the User pursuant to article 2 of this Agreement.
Authentication – User identification at the entry to the User Account and its confirmation of its rights to use the Account by logging in his username (or email) and password.
Questionnaire – the questionnaire in the form provided to the User at the registration on the Website at the following address: https://account.rsw-systems.com and being an integral part of this Agreement that is displayed after the conclusion of the Agreement (User registration), in the section "My data" of the User Account.
Share Purchase Agreement – the agreement of purchase and sale of shares class "B" by Euroasian Rail Skyway Systems Holding II Ltd. between the Investor and the Company.
Company – UNISKY CORPORATION established under the laws of the Republic of Seychelles, registered under number 159735, with the registered office at the address: Victoria Corporate Agents (Proprietary) Limited, Suite 108, Premier Building, Victoria, Mahe, Seychelles, which is the owner of a hardware-software complex of the Website and provides services to the User in accordance with the terms of this Agreement.
User Account – a specific section of the Website, protected by special security tools, containing User data and allowing the User to make transactions under this Agreement by means of special services, to receive official notices from Company and other update information, to read report documents and to perform other functions within the technical capacity of User Account.
User – a legally capable natural person, in accordance with the laws of the country in which he resides, having performed acceptance of Agreement pursuant to article 2 of this Agreement.
User Agreement – the agreement in the form of a public offer of Company published on the Website and accepted by User.
SkyWay Project – the project "Unitsky String transport" under the brand name "SkyWay".
Working days – any day of the week, excluding weekends and official holidays, statutory enacted in Great Britain, during which Company operate.
Account – the individual account of User in "My Bank" section of User Account, which keeps records of payments. Account is an element of the hardware-software complex, integrated with the Site designed for Company's internal registration of liabilities to User pursuant to Agreement. Account is neither an account opened by credit institutions (banks) and/or payment systems, nor depositary accounts.
Site – a website in the Internet at the address https://account.rsw-systems.com
Parties – User and Company, jointly.
2.1. User willing to conclude this Agreement commits the acceptance as per the procedure stipulated in the present section of this Agreement. This Agreement is concluded by incorporating User to the terms set forth by this Agreement as a whole.
2.2. The acceptance means that User agrees with all the provisions of this Agreement and assumes an unconditional obligation to follow them.
2.3. User and Company acknowledge the acceptance of User as the consistent fulfilment by User of all the following actions during the term that the current version of Agreement is available on Site:
2.3.1. review by User in full of the terms of this Agreement by ticking a mark in a special entry box when registering on Site, which Company and User acknowledge as an analogue of Investment User’s own handwritten signature equal by legal force to User’s own handwritten signature on User’s statement of the same content on paper.
2.3.2. filling-in of Questionnaire in full by User. At the time Company receives the acceptance of Agreement, Questionnaire, filled in by User and placed in User Account, becomes an integral part of Agreement.
Prerequisite is indication of the following data in Questionnaire by a potential User:
- last name, User name in accordance with passport, which is the main document certifying the identity of User as a citizen of a state;
- login – a combination of Latin letters and/or numbers invented by User;
- referrer – the username of the person who invited User to the system;
- password – a combination of Latin letters and/or numbers invented by User;
- password verification – re-test introduction of invented password;
- e-mail address;
- telephone number − the subscriber number in the telephone network of cellular (mobile) communication, hereinafter referred to as the "phone Number" to which it is possible to send an SMS-message ("short text message").
User is notified that the mobile communication operators can charge for transferring SMS messages, and that the payments to a mobile communication operator in this case are the responsibility of User.
User undertakes to indicate in Questionnaire the number of the phone, of which the owner (subscriber) is directly the User. User shall indicate in Questionnaire the e-mail address, registered directly in the name of User. Company shall not be responsible in case User indicates the phone Number, of which it is not the owner (subscriber); the e-mail address that is registered not in the name of User, as well as in the occasions of User errors when specifying phone Number and e-mail address or third party access to e-mail and phone Number specified by User.
2.3.3. Pressing the "Sign in" button after filling-in Questionnaire and introduction of the verification code.
2.4. Committing the acceptance of Agreement in the order pursuant to paragraph 2.3. of Agreement, User hereby:
2.4.1. Represents and warrants that the data specified in Questionnaire is complete, true and real and the personal data is directly that of User, who has filled in and submitted the said Questionnaire to Company;
2.4.2. Represents and warrants that User is a fully capable natural person who is of sound mind and memory, fully assesses the risks and independently takes the decision to avail of User Account and Site; and the User is not limited in legal capacity under the laws of the state of which he is a citizen;
2.4.3. Represents and warrants that User was really made aware of this Agreement and all its annexes in full and agrees with their terms unconditionally;
2.4.4. Acknowledges extract/extracts from electronic logs and files of server part of Company, signed by an authorized person of Company, as suitable and adequate for presentation in conflict resolution and/or disputes out-of-court and/or in the court, arbitration court, government agencies and other organizations; evidence of the fact, date and time of submitting/non-submitting Questionnaire to Company by User; fact, date and time of receipt/non-receipt by Company of the specified Questionnaire, proof of the fact of indication/non-indication of corresponding data in Questionnaire by User and its content; proof of the fact of signature by User through the equivalent of a handwritten signature of User on User applications for any transactions in User Account, as well as proof of the contents of the said declarations and confirmations;
Responsibility for non-compliance, the invalidity of the terms and warrants provided for under paragraph 2.4. of this Agreement, as well as the associated risks of negative consequences rests solely with User.
3.1. After singing this Agreement, User receives a non-transferable right of access to User Account by means of username (or e-mail address) and password. The responsibility for the loss or negligent storage of data for access to User Account rests with User. User has no right to disclose its username and password (to provide with access in its User Account) to another User or a third party and is not entitled to receive it from another User or a third party otherwise than with the written consent of Company. Company assumes no responsibility for transactions between User and third parties with reference to the SkyWay Project or for the fulfillment of obligations under which User Account is used, without the written consent of Company, certified by authorized persons of Company.
3.2. After the registration, User is assigned a unique ID number.
3.3. User is responsible for maintaining the confidentiality of its login and password and for all transactions to be made through User Account (by means of special services of User Account). Company has the right to prohibit the use of certain ID numbers, and/or remove them from circulation. User agrees that it shall immediately notify Company in electronic form by mailing an electronic message to the official email of Company specified on Site. It shall also duplicate it by a phone call to the technical service of Company with the receipt of incoming application number (address), of any case of unauthorized (not allowed by User) access to User Account and/or any other breach. User also agrees with the fact that it carries out shutdown of operation under its username and password ("Exit" button) at the end of each session in User Account. Company is not responsible for any lost or corrupted data, which may occur due to violation of the provisions of this paragraph of Agreement.
4.1. Agreement may be changed by Company unilaterally by publishing Agreement in User Account in a new edition.
4.2. Agreement in the new wording shall enter into force on the expiry of ten Working days from the date of its publication in User Account.
4.3. User assumes the obligation to regularly (at least once a week) enter User Account so as to ensure the warranted familiarization of the specified person with a possible revocation, amendment or supplement to Agreement, and shall bear, solely and in full, all risks related to non-performance or improper performance of its obligations under this paragraph of Agreement.
4.4. In case User disagrees with the revised version of Agreement, User shall be entitled to terminate the Agreement in the manner provided for by para 5.1. of Agreement.
5.1. Unless otherwise provided for by this Agreement, either Party may unilaterally withdraw from this Agreement by notifying the other Party not later than ten Working days before the withdrawal. The notice shall be considered delivered if it is received by the addressee, and also in cases, if:
а) the addressee has refused to receive a notice and this refusal is recorded;
б) despite mailing the notification, the addressee did not appear to receive the notification, and the post-office informed the sender about that;
в) the notice sent to the location (place of residence) of the recipient last known to a Party, is not hand-delivered due to the absence of the recipient at the specified address, and the post-office informed the sender about that;
г) the recipient stopped using the e-mail formally notified to Company, provided the notice was sent in that way.
5.2. In the absence of transactions in User Account for 1 (One) year, provided that the current account has zero balance of funds (including by the incentive program) and/or there are no other reported obligations, Company is entitled to unilaterally withdraw from execution of Agreement. Agreement shall cease to have effect from the date of notification of User about Company's waiver of execution of Agreement.
5.3. Upon termination, the User's access to User Account is terminated.
5.4. After termination of Agreement, the legal relationship with User is terminated. The exception is the legal relationship related to the termination of this Agreement (completion of execution of previously existing obligations). Unless otherwise provided by the Agreement, payment for services and reimbursement of related expenses of Company are carried out in the usual manner. After starting the procedure of termination of Agreement, Company shall be entitled to deduct from the funds of User the amounts due to Company incurred in accordance with this Agreement.
6.1. Access to User Account and use of its functionality is allowed only after User passes registration and Authentication on Site in accordance with the procedure provided for by Agreement.
6.3. The selected username and password are the necessary and sufficient information for User Authentication and User access to User Account. User shall not share its username and password to third parties; it is solely responsible for their safety, independently choosing a way to store them.
6.4. User agrees that Company determines the design, structure, technical and informational content of Site and User Account within the framework that do not violate the terms of this Agreement.
7.1. Company provides the registered and Authenticated User the right of free functional use of User Account and Site under a simple (non-exclusive) non-transferable license within the functionality of User Account.
7.2 Company reserves the right to impose additional technical restrictions on use of User Account and/or Site, which shall be brought to User’s notice in advance in a form and manner determined by Company.
7.3. User determines the terms and procedure for the use of User Account, which, however, under no conditions may contradict to this Agreement and Share Purchase Agreement.
7.4. Use of Site and User Account for particular purposes shall not violate the property and/or personal non-property rights of third parties, as well as prohibitions and restrictions imposed by applicable law. They include, without limitation: copyright and related rights, rights on trademarks, service marks and appellations of origin of goods, rights on commercial prototypes, rights to use images of people.
8.1. User is a user of User Account and other user accounts (if any), the management of which is available to User through User Account.
8.2 User is fully responsible for the condition of its accounts and access to User Account.
8.3. Company is not liable for the deliberate and unintentional use of accounts by User in illegal transactions.
9.1. All services presented in User Account are the functional mechanisms of communication between the Parties, designed for rapid creation and sending of electronic documents stipulated by this Agreement and Share Purchase Agreement.
9.2 After logging in to User Account, User is fully responsible for all the operations that it carries out through User Account.
9.3. All operations in User Account are irrevocable, i.e. from the moment of performing a transaction, User has no right to demand its cancellation.
9.4. User is liable to monitor carefully the accuracy and number of actions performed when proceeding with operations in User Account.
9.5. Company reserves the right to block User's accounts and/or User Account for a reasonable period in case of any suspicions associated with illegal actions or complaints by third parties, until the circumstances are ascertained.
9.6. User undertakes not to use Site and/or User Account for unlawful purposes, not to carry out operations that could harm Company, and to violate the laws of the country, of which User is a citizen.
9.7. Company reserves the right to accounting and systematization of all operations carried out by Users in User Account.
10.1. Company may send informative electronic messages (hereinafter "notificators") to the email address specified in the section "My data" of User or directly post them in User Account.
10.2. Company may use notificators to inform User about the capabilities of User Account and/or Site and/or on changes in information resources and services posted on them, news of the SkyWay Project and introduction of amendments to Share Purchase Agreement.
11.1. Company is entitled to carry out the automated processing of personal data in order to conclude Agreement or Share Purchase Agreement, and their subsequent execution.
11.2. In the cases permitted by the functionality of User Account, User independently determines the degree of accessibility to its personal data for other Users.
11.3. User may change its personal data, while maintaining the relevance and accuracy of the data provided.
11.4. The System User has the right to minimize the disclosure of its personal data (in addition to the one required for submission). However, it agrees that minimization of provided personal data may result in the inaccessibility of certain services (functions) of User Account.
12.1. Company shall not be responsible for debiting funds from the Account or other breaches in Company's system of liabilities registration to User due to a malfunction of User Account and/or software-hardware complex of Site. Company shall not be responsible for unauthorized access, theft, force majeure, any special, incidental or consequential damages, which may arise in connection with the actions or lack thereof from a third party that is or is not a partner of Company.
The purpose of this Declaration is to provide the Buyer with the information about the risks related to the purchase of shares in Euroasian Rail Skyway Systems Holding II Ltd. (hereinafter – "Shares") by the Buyer under a Share Purchase Agreement (hereinafter –"Agreement"), and a warning about possible losses while investing in the SkyWay Project.
By risks in this Declaration is meant the possibility of occurrence of financial losses for the Buyer (in the form of actual losses and/or missed profits) associated directly or indirectly with the purchase of Shares by the Buyer.
The Buyer understands that investment in Shares involves certain risks and the responsibility for these risks cannot be imposed on the Seller or a company of the SkyWay group, as the opportunities to anticipate and prevent the consequences of such risks are limited. In this regard, the Buyer should self-assess the feasibility of effecting its investment. The Seller shall exert maximum effort to help the Buyer to reduce possible risks when investing funds by the latter in the SkyWay Project through the acquisition of Shares under the Agreement.
1. As for economic consequences the Buyer may face the following risks:
the risk of loss of expected income – the possibility of occurrence of an event that entails a partial or complete loss of anticipated income from Shares (missed profit);
the risk of loss of funds invested – the possibility of occurrence of an event that entails a partial or complete loss of funds invested (cash and/or Shares);
the risk of loss in excess of invested funds – the possibility of occurrence of an event, which entails not only a complete loss of expected income and invested funds, but also losses that exceed the funds invested.
liquidity risk – the possibility of financial loss when selling the Shares due to the change in their quality assessment (Shares may not be marketable in the necessary amount and in a reasonable time without loss in price and/or their evaluation may be problematic).
the risk of not achieving investment objectives − the possibility of financial loss arising from not achieving by the Buyer of its investment goals. These may occur because the Seller provides no guarantee that the preservation and growth of capital, which the Buyer wants to achieve, shall be really achieved. The Buyer may lose part or all of the capital invested in Shares. The Buyer is fully aware of the risks within the sense of this paragraph, independently chooses the stake (amount) of Shares to purchase that best meet its goals and objectives of investing, and is solely responsible for its choice.
2. As for various factors, the following risks are possible::
Economic risk – the risk of occurrence of unfavorable events of economic nature for the Buyer. Among such risks the following should be singled out:
Price risk – the risk of the Buyer incurring financial losses due to adverse changes for prices of Shares;
Currency risk – the risk of the Buyer incurring financial losses due to adverse changes in currency exchange rates;
Inflation risk – the risk of the Buyer incurring financial losses due to inflation;
Liquidity risk – the risk of the Buyer incurring financial losses due to the occurrence of difficulties with the sale of Shares in a particular time;
The risk of levying fees and other charges – the possibility of financial losses on the Buyer part related to complete or partial ignorance of the Buyer on the expenses associated with effecting transactions with the Shares. Before starting to conduct certain transactions, the Buyer should take all necessary steps to obtain a clear view of all commissions or other fees that shall be charged to the Buyer. The amount of such fees can be deducted from the price for Shares or otherwise increase the expenses for the Buyer.
Legal risk – the risk of the Buyer incurring financial losses due to the entry into force of new regulations and normative legal acts or changes to the existing ones. Legal risk also includes the possibility of the Buyer's financial loss due to the absence or ambiguity of normative legal acts that directly or indirectly regulate the activity on the securities market. The following risks of that type should be singled out:
The risk of tax legislation – the risk of financial loss on the Buyer part related to the use of existing tax legislation, changes in the existing order of taxation of transactions on the securities market. The position of the tax authorities on certain issues may undergo substantial changes, which, in its turn, increases the likelihood of adverse consequences for the Buyer investing in Shares.
Socio-political risk – the risk of the Buyer incurring financial losses related to changes in the political and economic policy, the risk of political or social instability. These include the risk of the announcement of strikes, the risk of outbreak of hostilities, etc. the Most radical changes may result in refusal or delay of performance of obligations under the Shares by the Seller, to limiting certain investments (e.g., foreign ones), and, possibly, to confiscation or nationalization of property of certain Buyer categories.
Criminal risk – the risk of the Buyer incurring financial loss due to wrongful acts of third parties, including the risk of fraud in respect of the Buyer’s assets (for example, withdrawal of cash or Shares of the Buyer on the basis of forged documents, unauthorized intrusion into the Buyer’s personal account on the Website (hereinafter – Account) etc.;
Operational risk (technical, technological, personnel risks) – the risk of the Buyer incurring direct or indirect financial losses caused by the failure of informational, electrical and other systems, including life support systems, remote access systems, software, telecommunication equipment and other technical problems. These also include errors related to imperfect market infrastructure, like transaction processing technologies, procedures of management, accounting and control.
The Seller shall not be liable for any losses incurred by the Buyer because of ignorance of the instructions contained in the User Agreement.
The Buyer assumes the risk of committing unscheduled operations in the User Account in case of re-sending an order prior to receiving the result of processing the previous order. The Buyer is liable to keep passwords secret and make sure that third parties shall not gain access to the User Account. The Buyer shall be bound by the obligation with the Seller on transactions or operations carried out in the User Account, even if it was used illegally by a third party.
The Buyer is fully aware that the information transmitted in unencrypted form (email, instant messenger) is not protected from unauthorized access.
The parties shall take into account the risk related to the possibility of losses when exchanging messages between the Seller and the Buyer through e-files using e-mail systems.
The above list of factors is not exhaustive, so the Buyer may bear additional risks related to investing in the SkyWay Project.
Risk is an inherent part of any investment process. Investing in the SkyWay Project implementation through crowdfunding belongs to the category of venture capital investments ("venture" – "risky undertaking"), which involves the investment of funds in a promising innovative business that has no access to the stock market yet.
This Declaration does not intend to force the Buyer to abandon investing in the SkyWay Project. It is designed to help the Buyer to evaluate the risks of this type of investment and to take a responsible approach to the solution of the issue of the investment strategy option.
The conclusion of the Agreement in the order stipulated by the Agreement means that the present Declaration is read by the Buyer and understandable to it. The Buyer is aware of the real risks when taking investment decisions.
This Notification on the Company's policy regarding Personal profiling information describes the terms on which we (hereinafter "we" means the Company) collect, store, use and protect your (hereinafter "you", "your" means the User) Personal information (hereinafter the combination of the above processes means "Policy"). You fall under the Policy since the moment of concluding the User Agreement by you.
We use the term "Personal information" in this Policy to describe the information that can be associated with a specific physical entity and can be used to identify this person. We do not consider anonymous information as Personal since it cannot identify a specific User.
The terms with capital letters in the text of this notification are used in the interpretation pursuant the User Agreement.
1.1. When you visit the Site, we add the data about your IP-address and standard web-log information, such as your browser type and the page that you have accessed on our Website.
1.2. If you intend to avail of the User Account and get a paper certificate on the right to Shares, we need the information about you to the extent specified in the relevant input fields in subsection "Personal details" of section "Profile" in the User Account at the following address: https://account.rsw-systems.com/user/edit_profile. In order to simplify communication with us, please fill in the subsection "Additional information" of the "Profile" section in the User Account at the above address.
1.3. Before permitting you to use our services, we may need additional information that will allow us to check the basic information about your identity or address, or the degree of risk. We may also receive information about you from third parties or use the services of identity verification.
1.4. When you use the provided User Account, we collect information about the transactions on your accounts. We also may collect information about your computer or other means of access for the purpose of fraud prevention.
1.5. We may collect additional information about you in other ways, not described in this Notification. For example, we may collect information relating to your contacts with our customer support service or store results of your answers to our questions.
2.1. When you visit our Website, we, or companies we hire to track how our Website is used, can post on your computer small data files called "cookies"
2.2. We send "session cookies" on your computer when you sign in to your account. This type of cookies helps us to recognize you if you visit multiple pages on our Site during the same session, so that we do not have to inquire your password on each page. When you log out from the system or close your browser, this cookie expires and is no longer valid.
2.3. We also use more long-lasting cookies for other purposes such as display of your e-mail address in our authentication form, so that you do not need to re-enter the e-mail address every time you log in to your User Account.
2.4. We encode our cookies so that only we can understand the information stored in them. You can decline our cookies, if your browser allows it, but this may prevent you from using our Site. In addition, we may collect information about your computer or other means of access to reduce risks and to prevent fraud.
3.1. We store and process your Personal information on dedicated servers with a high degree of protection, and we protect it by maintaining physical, electronic and Protocol guarantees in accordance with the applicable law of the relevant jurisdiction. We use computer protection methods such as firewalls and data encryption. We apply control of physical access to our buildings and files, and allow access to Personal information only to those employees who need it to execute their official duties.
4.1. Our primary goal in collecting Personal information is to provide you with safe, comfortable, efficient and individual service. We may use your Personal information to:
5.1. To process your orders, we may need to share your Personal information with a person to whom you transfer funds, or who carries out transfer of funds to you through the "Transfer to another participant" function in "My Bank" section of the User Account (hereinafter "Transfer"). Your contact information, date of registration, the number of payments you have received from verified Users, as well as the confirmation that you have passed the test of the Bank account, may be rendered to other Users with whom you conduct Transfers. In addition, you can provide the Users with any information about your account by filling in a special form.
5.2. We shall not disclose your credit card number or Bank account to anyone, to whom you made a Transfer or who made a Transfer to you. The exception shall be the cases of your explicit permission, or if we are liable to do so under a subpoena or some other legally binding process.
5.3. If you buy Shares and pay for them from the current account through "Issue Shares" subsection of "My Bank" section of the User Account, we can provide your address to the company operating the payment system or special payment service executing transfer of funds of the Company to your account, to help completing your payments to the Company.
5.4. We work with different payment systems and services, so that to be able to accept payments from Users. Thus, when you make a payment, the operating company may share with us such information about you like your email address or web wallet number (or account number), etc. We use this information to confirm that you are a User, and that the Seller is entitled to accept funds as payment for Shares. In addition, at your request, we can confirm your status as a User to a third party. Please note that the operating companies through which you transfer the funds of the Company, and with whom you conclude contracts, may have their own confidentiality agreements, and the Seller is not responsible for their operations, including but not limited to, their practice of working with information.
5.6. If you formalize a paper certificate on the right to Shares, Personal information shall be used to issue the above certificate and send it to the mailing address specified by you.
6.1. We may transfer your Personal information to:
6.2. The Seller shall not sell or make any piece of your Personal information available for use to third parties for marketing purposes, and shall share your Personal information with third parties only as described in this Policy.
7.1. You can review and edit your Personal information at any time under "Profile" of the User Account.
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