TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS APPLY TO THE WEBSITE LOCATED AT >vegannation.io (THE “WEBSITE”) AND THE SERVICES OFFERED THROUGH THE WEBSITE. IF YOU DO NOT AGREE TO ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, YOU SHOULD STOP USING THE WEBSITE AND SERVICES IMMEDIATELY.
1.Acceptance of the Terms and Conditions
- These Terms and Conditions (the “Terms”) are a binding agreement between VeganNation Financial Services, a company incorporated under the laws of the United Kingdom, with a registered office at 35 Great St. Helen's, London, United Kingdom, EC3A 6AP (the “Company” “us” “our” or “we”) and you, the person who uses the services described herein and/or the Website (the “User” “you” “your” or “yourself”).
- By your use of the Website and/or opening an account to use our services, you agree to comply with the terms and conditions governing your use of the Website and the Services (defined below) offered through the Website.
- The Company shall be entitled to modify, change, or amend the Terms at any time prior to the commencement of the Token Generation Event (as defined below). The Company shall post the amended Terms on the Website, stating the date of the last amendment, and we advise you to check for any such updates from time to time.
2.Pre-Order of Tokens; Non-transferable Right
- You may pre-order Tokens prior to the TGE by sending funds to the Company's BTC/ETH wallet and/or its bank account, as instructed directly by the Company. Such funds will not be utilized by the Company until the TGE takes place and the tokens are made available for you to receive in accordance with the White Paper published on the Website, as updated from time to time. In case that twelve (12) months have elapsed from the Effective Date of the pre-order Contribution and there is no TGE, the pre-order Contribution will be returned to you in the same type and amount of currency, within thirty (30) days from the end of the twelve (12) month period set out above.
- Prior to the TGE, you will be notified by the Company about the upcoming TGE and will be required to provide the Company, via its website, with the wallet to which you wish to receive the pre-ordered Tokens. If you fail to provide your recipient wallet address within 12 months from the TGE, the Company will not have any responsibility whatsoever to deliver the pre-ordered Tokens to you.
- For the avoidance of doubt, all rights in, and to, the pre-order Tokens as per Section 2.1 above are personal and non-transferable.
- Pre-orders are final and non-refundable. You will not be able cancel such pre-orders or receive a refund, for any reason whatsoever, except for in the event of non-performance by the Company as described in Section 2.1 above.
- Participation in the pre-order Contribution, and the delivery of pre-ordered Tokens upon the TGE, are subject to the terms and conditions set out herein.
3.Purpose of the Token Generation Event’s Website
- The Website is specifically designated to allow and enable you to purchase VCN Tokens (the “Tokens”), having the functions described on the Website and in the Company’s White Paper, which may be updated by the Company from time to time up until the commencement of the Company's token generation event (the "White Paper"), from the Company for your payment in United States Dollar (“USD”), Euro (“EUR”), Ether (“ETH”), or Bitcoin (“BTC”) (the “Contribution”), during the Company’s token generation event (the “Token Generation Event”), which shall be announced by the Company (the "Contribution Period"), all in accordance with the Terms set forth herein (collectively, the “Services”).
- In return for your Contribution during the Token Generation Event, the smart contract system specifically designed and programmed for the generation of the Tokens shall generate a certain number of the Tokens for issuance to you, calculated based on the conversion rate, as further described herein.
- You understand that the Tokens are utility tokens which will enable you to participate in the Company's platform, as described in the White Paper, and are only for use in connection therein and in accordance with the terms and conditions of the Smart Contract System (as defined herein).
4.Registration for the Token Generation Event and the Whitelist
- In order to initiate any transaction to purchase the Tokens, you will have to undergo our registration process, and be accepted on the Company’s whitelist (the “Whitelist”). If you are approved and accepted to be placed on the Whitelist following the complete registration process, which shall include KYC, as defined and further detailed below, you shall be given the opportunity to initiate transactions for the purchase of the Tokens.
- During the registration process, you shall provide us with requested information, which may include, without limitation, your name, identification number, birth date, e-mail address, postal address, telephone number, digital wallet address and/or credit card information details, as applicable ("Registration Details"). You will also be prompted to create a username and password to enter the Website ("Log-In") and to proceed with the registration process
- You warrant and represent that all Registration Details that you provide to us are true, accurate, and complete, and that you shall promptly update your Registration Details upon any changes to this information. You understand and agree that the name you provide must match the name on the credit/debit card(s), bank details, and other payment accounts (i.e. personal virtual wallet) which you provide to us.
- You further acknowledge and represent to us the following:
- you are at least 18 years of age or the age of majority to enter into a binding agreement in your jurisdiction;
- you are of sound mind and capable of taking responsibility for your own actions and have full legal capacity to accepts these Terms;
- the purpose of your registration is for your own personal use;
- you shall only register your Registration Details once on the Website, and update those details from time to time, as required;
- you shall not assist others in obtaining unauthorized access to the Website, Services and/or to your Registration Details and/or any other activity on the Website that has been strictly authorized on your behalf;
- you shall not access the Log-In or Registration Details of any other person through the Website; and
- you shall be fully responsible for any activities undertaken by you on the Website and during the registration process.
- You agree and acknowledge that certain restrictions may apply to the sale of the Tokens to you based upon applicable laws and regulations in your jurisdiction that may restrict us from selling tokens to you, or restricting your purchase from us, or other types of restrictions that may be applicable to the buying or selling of tokens in your jurisdiction.
- You understand that you are responsible for maintaining the confidentiality of your Log-In and Registration Details, and the safeguarding of your own digital currency. You understand and acknowledge that any compromise of your Log-In and/or Registration Details may expose your personal and confidential information to unauthorized access by a third party, which may also result in loss or theft of your digital currency, as well as any linked accounts, such as your linked bank accounts and credit cards.
- You are responsible for the security of your Log-In as well as your digital wallet address on your own personal computer and internet access location. You understand and acknowledge that if your username and password combination is “hacked” from your computer due to any viruses or malware that are present on your computer, or other device, from which you access the Website, the Company shall have no liability whatsoever. You should immediately report to the Company any possible hacking attempts or security breaches from your computer terminal, or other device.
- In the event you have any knowledge of: (i) any third party access to your Log-In or any other security breach related to your Log-In; (ii) your personal information being compromised; or (iii) any other unauthorized use of your Registered Details on the Website, you should notify us immediately by sending an email to [email protected], including all relevant details.
5.KYC and AML Policy
- As part of our KYC procedures and in order to be accepted on the Whitelist, we will conduct a verification process to verify your Registration Details and confirm your identity and eligibility to participate in the Token Generation Event. During this verification process, we may request certain documents from you, which may include proof of address, such as a utility bill, proof of your payment method and a copy of a government issued identity card. We reserve the right to require certified or notarized copies at your expense. You understand that we shall be under no obligation to accept any documents as valid. In addition to documentation, we may also choose to verify your identity through a video and/or audio call conference (collectively, the “KYC Process”).
- Along with our KYC Process, we have implemented certain checks to prevent money laundering (“AML Policy”). Money laundering means the disguising of the source of proceeds derived from criminal activity so that it appears as though it came from legitimate sources of income. In order to prevent any criminals from laundering or attempting to launder criminal proceeds through our Website or Services, the Company has adopted the AML Policy.
- You acknowledge and agree that in order to conduct such verification process and/or background checks, in accordance with our KYC Process and AML Policy we may perform inquiries, directly or indirectly through third party service providers to prevent fraud, suspicious activity, misidentification, money laundering or any other prohibited activity. We reserve the right to take any action we deem necessary with respect to the outcome of such inquiries. You agree and consent to the Company’s global transfer, if necessary, of your information as required for our legitimate business purposes. The Company will retain your information to perform KYC checks for the period necessary to perform the KYC/AML reviews, and as required to comply with the Company’s legal obligations.
- In the event that you fail our internal compliance and security checks for any reason, you may be prevented from using our Services, accessing the Website, and/or being accepted to the Whitelist; and/or we may limit or suspend your use of the Services and/or Website at any time. You understand that the outcome of such KYC/AML reviews, including a decision not to approve you for the Whitelist, is within the Company’s sole and absolute discretion, and we are under no obligation to provide feedback on the exact nature of our findings.
- In the event you create a Log-In and gain access to the Services without our permission, we reserve the right to immediately suspend or terminate your use of the Website, as we deem appropriate, as well as suspend or terminate any pending orders; and we reserve the right to seek any other remedy to which the Company may be entitled for such violation and the Company may take further actions against you as applicable.
- The Company does not guarantee to provide you with security alerts or any other types of alerts and the Company shall not be held liable for not providing any such alerts. In no event will the Company be held responsible for any damages or losses which you may sustain as a result of your Log-In or other Registration Details being compromised.
- Any criminal activity or fraudulent acts committed by you or under your supervision and/or control through your use of the Website and/or our Services is forbidden. You affirm and declare that you shall not perform or attempt to perform any such activity, including but not limited to, fraud, money laundering, illegal gambling operations, terrorist financing, or malicious hacking. You also agree not to hide your IP location and you shall always disclose your accurate and true location. In the event the Company determines, in its sole discretion, that any activity you perform through our Website is suspicious or related to any prohibited activity, the Company may cancel or suspend your access to the Website, block any outstanding transactions, deny any new transactions, and/or freeze any funds that may be available to you through our Services. You understand that you shall be held liable for losses incurred by the Company or by any third party due to your non-compliance and/or violation of any of the foregoing rules. The Company shall be entitled to inform any relevant authorities or entities (including credit reference agencies) of any payment fraud or other criminal activity, and may also engage collection services to recover payments.
- You acknowledge that you are solely responsible for any applicable taxes with respect to your transaction(s) on the Website and/or through the Services. The Company does not and at no point shall provide any tax advice concerning your purchase of the Tokens and transfer of the Contribution through this Website and/or the Services. It is your responsibility to report, pay and remit the taxes, as applicable, to the appropriate tax authorities in the relevant jurisdiction(s).
- To the extent permitted by law, User agrees not to hold the Company or any of its employees, officers, founders, directors, or contractors, liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Website and/or Services.
- Without derogation from the foregoing, insofar as any value added, sales, use, withholding or other taxes, duties or levy apply to the issuance of the Tokens to you, transfer of the Contribution by you, or your use of the Website and/or the Services, the Company shall be entitled to charge you any such taxes, including by way of deducting and withholding from any payment or transfer of Tokens to you such amount as may be required in the Company’s sole discretion in order to pay any such taxes. You agree to indemnify the Company and hold it harmless in connection with any such taxes, duties or levies upon the Company’s first demand.
7.Purchase of the Tokens
- By transferring the Contribution for the purchase of the Tokens, the User understands and accepts that he/she/it makes a contribution into a smart contract system (the “Smart Contract System”). The Tokens may be used within VeganNation, a global platform for vegan communities decentralized nation, powered by blockchain technology (the “Project”) as further described in the White Paper. Unless explicitly referred to herein, the information contained in the White Paper is descriptive and non-binding and does not form part of the Terms.
- User understands and accepts that the terms and conditions applicable to the Website and/or Services and actual creation of the Tokens during the Token Generation Event are smart contract based, as set forth in a code that defines the Smart Contract System and which exists on the Ethereum Blockchain (the “Code”). The Code may be viewed at the start of the Contribution Period at the address specified at: https://www.____________/. User represents and warrants that prior to making any Contribution User shall review the Code, and as such, User acknowledges that by making its Contribution User expressly agrees to all of the Code’s terms and conditions.
- To the extent that these Terms or the terms of any other document or communication with the User conflict with the terms of the Code, the terms of the Code shall prevail. The User understands that neither these Terms nor any other document or communication with the User may modify the Code terms nor impose any additional obligations on the Company, or any other representative on behalf of the Company, beyond those set forth in the Code.
- Prior to making any Contribution, User further confirms that he/she/it shall carefully review the risks and costs of creating the Token Generation Event and contributing to the Smart Contract System.
- User understands and acknowledges that these Terms solely relate to utility Tokens and include a description of the functionality of the Smart Contract System. These Terms do not constitute a prospectus of any sort, are not a solicitation for investment and do not pertain in any way to an initial public offering or an offering of shares, securities, or other equity in any jurisdiction.
8.Allocation, Conversion Rate and Contribution
- The amount of Tokens allocated for every one USD, EUR, BTC, ETH will depend on the conversion rate as published in the White Paper at https://vegannation.io/files/green.pdf at the time of transfer of the Contribution. The amount of USD, EUR, BTC, ETH contributed, following the application of this exchange rate, is User’s “Effective Contribution”.
- The creation and allocation of the Tokens by the Smart Contract System is initiated by User sending an amount of ETH to the Smart Contract System, located on the Ethereum Blockchain at the address set forth in Section 7.2, which triggers a smart contract operation. The Smart Contract System creates, allocates, and issues the Tokens in an amount corresponding to User’s Effective Contribution to User’s personal wallet address from which the ETH was sent. User’s Contribution must be made from an ETH address to which the Smart Contract System can send back the Tokens and ETH (i.e. not an address of a currency exchange such as Poloniex, Coinbase, Bitfinex, etc.), as further stated below.
- If User is contributing ETH, User agrees that it will contribute ETH from a wallet or wallet service provider that technically supports the ERC-20 Protocol. User understands and accepts that contributing a Contribution from a wallet or wallet service provider that does not technically support the ERC-20 Protocol may prevent User from gaining access to his/her/its Tokens.
- The creation and allocation of the Tokens may also be initiated with the User’s Contribution in USD/EUR. If the Contribution shall be paid in USD/EUR, then the Contribution shall be transferred by wire transfer to a bank account as instructed by the Company.
- The creation and allocation of the Tokens may also be initiated with the User’s Contribution in BTC. If the Contribution shall be paid in BTC, then the Contribution shall be transferred from the User’s BTC digital wallet to the digital wallet instructed by the Company.
- If the User makes a Contribution in either fiat money or BTC, User shall provide the Company with a digital wallet address that supports the ERC-20 Protocol to enable the Company to deliver the Tokens to the User. User understands and accepts that making a Contribution in fiat money or BTC without providing a digital wallet that supports the ERC-20 Protocol may prevent User from gaining access to his/her/its Tokens.
- All Contributions are final, non-refundable and may not be reversed. User acknowledges that he/she/it has no right to request a refund for any reason, and that he/she/it will not receive money or other compensation for any Token(s) that is/are not used or remain/s unused.
- Only the smart contract(s) of the Smart Contract System existing at the addresses set forth under Section 7.2 will issue the Tokens during the Contribution Period. To the extent that any third-party website, service or smart-contract offers the Tokens during the Contribution Period or facilitates the allocation or transfer of the Tokens in any way during the Contribution Period, User understands and accepts that such third-party websites or services are not authorized by the Company and have no relationship in any way with the Company.
- The Tokens are not transferable during the Contribution Period.
- During the Contribution Period, the Smart Contract System may at any time suspend the contribution function for security reasons. As long as such suspension is upheld or if the Project is aborted, no further Contributions and Token purchases will be possible until further notice from the Company.
- User Contribution Address and Control over Private Keys
- As part of the creation process, User must maintain his/her/its own wallet address on the Ethereum network with a private key and password associated with this address. Following the creation of the Tokens by the Smart Contract System, the Tokens will be transferred to User’s address by the Smart Contract System. User understands and accepts that User has the sole responsibility to keep his/her/its password and private key safe and that User may not share the private key with any other person. User further understands that if his/her/its private key or password is lost or stolen, the Tokens associated with User’s wallet address will be unrecoverable and will be permanently lost. User understands no recovery mechanism exists for lost keys and passwords, and the Company has no way to assist User to retrieve or reconstruct a lost password or private key, and the Company cannot provide User with access to any lost Tokens.
- User's Undertakings and Representations
- User hereby agrees and acknowledges that:
(a) the Tokens are not designated as securities and/or do not constitute an investment of any kind in any jurisdiction;
(b) all information in the White Paper and in the Website (the “Available Information”) does not constitute a prospectus or offering document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities, and User is not bound to enter into any contract or binding legal commitment, and no cryptocurrency or other form of payment is to be accepted on the basis of the Available Information;
(c) no regulatory authority has examined or approved the Available Information, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the publication, distribution or dissemination of all or any part of the Available Information to User does not imply that the applicable laws, regulatory requirements or rules have been complied with;
(d) the Available Information, the undertaking and/or the completion of the Token Generation Event, token sales, or future trading of the Tokens on any exchange or market (regulated, unregulated, primary, secondary or otherwise), shall not be construed, interpreted or deemed by User as an indication of the merits of the Company, the Token Generation Event, the Tokens, any token sales, or the Available Information;
(e) the distribution or dissemination of the Available Information or any part thereof, any copy thereof, or acceptance of the same by User, is not prohibited or restricted by the applicable laws, regulations or rules in User’s jurisdiction of residence, and where any restrictions in relation to possession are applicable, User has observed and complied with all such restrictions at User’s own expense and without liability to the Company;
(f) in the case where User wishes to purchase any Tokens, the Tokens should not be construed, interpreted, classified, or treated as: (i) any kind of currency or commodity; (ii) debentures, stocks or shares issued by any person or entity (whether by the Company or otherwise); (iii) rights, options or derivatives in respect of such debentures, stocks or shares; (iv) rights under a contract for differences or under any other contract the purpose or intended purpose of which is to secure a profit or avoid a loss; (v) units in a collective investment scheme; (vi) units in a business trust; (vii) derivatives of units in a business trust; (viii) any other security or class of securities; or (ix) any type of investment under the applicable laws of the User’s jurisdiction (as amended or re-enacted from time to time) or as such term might be construed under similar legislation in any other part of the world).
- User is not a citizen, national, resident (tax or otherwise) of: (i) the Republic of Singapore; (ii) the People's Republic of China; (iii) the State of Israel; (iv) North or South Korea; (v) Syria, Iran or Lebanon; or (iv) any other jurisdiction which prohibits the possession, dissemination or communication of the Available Information and/or prohibits participation in the Token Sale or the purchase of the Tokens or any such similar activity (a “Restricted Jurisdiction”).
- User is not an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Jurisdiction, and User is not purchasing Tokens on behalf of any such person or entity.
- User has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, Blockchain based software systems, cryptocurrency/digital wallets or other related token storage mechanisms, Blockchain technology and smart contract technology.
- User is fully aware and understands that in the case where User wishes to purchase any Tokens, there may be inherent risks associated with: (A) the Company and its business and operations; (B) the Tokens and any purchase/sales thereof; (C) the Token Generation Event; and (D) relying or acting on all or any part of the Available Information.
- User is not a resident of, citizen of, or located in a geographic area that is subject to the sanctions or embargoes of any sovereign jurisdiction.
- User is not listed, or associated with any person or entity listed, on any of the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, or any similar list maintained by any sovereign jurisdiction.
- User is not, and has not been involved in any type of activity associated with money laundering or terror financing, and has not violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act (2010), Sections 290-297 of the Israeli Penal Law 1977 (Bribery Transactions), the Israeli Prohibition on Money Laundering Law, 2000, or any other applicable anti-corruption or anti-bribery statute, and was not a subject to any investigation by, or a request for information from, any governmental body relating to corruption or bribery under any statute.
- User has carefully reviewed the code of the Smart Contract System located on the Ethereum Blockchain at the addresses set forth under Section 7.2 and fully understands and accepts the functions implemented therein.
- User is legally permitted to transfer the Contribution to the Smart Contract System and otherwise support the Project, as well as create and obtain Tokens in User’s jurisdiction of residence.
- User will take sole responsibility for any restrictions and risks associated with the creation of Tokens by the Smart Contract System as set forth herein.
- User is not purchasing or obtaining the Tokens for any illegal use or purposes.
- User has read and clearly understood the Terms and the Available Information, and has received independent legal advice in respect thereof.
- User, if a corporate entity, is duly organized and validly existing under the applicable laws of its jurisdiction of organization, and, if an individual, is at least 18 years of age and has sufficient legal capacity to carry out the actions set forth in the Terms.
- User’s actions in accordance with the Terms will not result in any violation of, be in conflict with, or constitute a material default under: (a) any provision of User’s constitutional or organizational documents, if User is a corporate entity; (b) any provision of any judgment, decree or order to which User is a party, by which User is bound or to which any of User’s material assets are subject; or (c) any material agreement, obligation, duty or commitment to which User is a party or by which User is bound.
- User has reviewed the Website and White Paper carefully, and has obtained sufficient information about the Company and its officers, agents and representatives, and about the Tokens to make an informed decision to purchase the Tokens; and User has had the full opportunity to seek independent legal and financial counsel prior to making any purchase of Tokens.
- User is purchasing the Tokens in order to receive services provided through the Company's platform that the Company intends to provide, subject to the successful development of the Project. User is not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
- User understands and accepts that the Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right to receive future revenues, shares or any other form of participation or right in or relating to the Project or the Company.
- User understands and accepts that while the Company will make reasonable efforts to develop and complete the Project, it is possible that such development may fail and User’s Tokens may become useless or valueless due to technical, commercial, financial, regulatory or any other reasons (see also Section 12 for further “Risks”).
- User declares that all of the above representations and warranties are true, complete, accurate and not misleading from the time of User’s last access to and/or possession of (as the case may be) the Available Information.
- User understands and accepts that the development and execution of the Project could be assigned to a third-party contractor, by releasing the amount of Contribution by the Smart Contract System to the wallet of the third-party contractor. The Company has the right to engage subcontractors to perform the entire or partial development and execution of the Project. The scope of the development work will be triggered by the amount of Contributions received during the Contribution Period.
- User understands and accepts that the Contribution covers expenses, charges and other costs that may arise for the Company or its subcontractors as part of the development and execution of the Project. It remains at the Company’s sole discretion to decide how to allocate the funds in order to develop and execute the Project.
- Audit of the Smart Contract System
12.1.The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical developers.
- User understands and accepts that smart contract technology is still in an early development stage and its application of an experimental nature that carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, User understands and accepts that the Company does not make any form of warranty, including direct or indirect warranties that the Smart Contract System is fit for a particular purpose or does not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of the Contribution, other (financial) support of the Project and/or Tokens.
User understands and accepts the risks in connection with the purchase of the Tokens, the Project, transferring Contribution, and creating the Tokens as set forth herein, including, without limitation, the following inherent risks:
- Risk of Software Weaknesses. User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum Blockchain), is still in an early development stage and unproven. User understands and accepts that there is no warranty that the process for creating the Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Contribution and financial and other support of the Project or the Tokens. User understands and accepts that the Smart Contract System or underlying protocols or any other software involved may either delay or not execute a Contribution due to the overall Contribution volume, mining attacks or similar events.
- Regulatory Risk. User understands and accepts that the Blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations, or introduce new regulations addressing Blockchain technology-based applications which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System or the Project, including its termination and the loss of the Tokens for User.
- Risk of Abandonment / Lack of Success. User understands and accepts that the creation of the Tokens and the development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects (i.e. caused by competing projects). User, therefore, understands no assurance whatsoever exist that, even if the Project is partially or fully developed and launched, User will receive any benefits through the Tokens held by the User.
- Risk Associated with other Applications. User understands and accepts that the Project may give rise to alternative projects promoted by unaffiliated third parties in which the Tokens may have no intrinsic value.
- Risk of Loss of Private Key. User understands and accepts that the Tokens can only be accessed by the wallet address that the User provided to the Company, and that such wallet address must be on the Ethereum network with a private key and password known only to User. User understands and accepts that if User’s private key or password shall be lost or stolen, the Tokens associated with User’s wallet address will be unrecoverable and will be permanently lost.
- Risk of Incompatible Wallet Service. User understands and accepts that the wallet or wallet service provider used for the Contribution must be technically compatible with the ERC-20 Protocol, and it is User’s responsibility to assure compatibility. User understands and accepts that any incompatibility with the ERC-20 Protocol may result in User being unable to gain access to his/her/its Tokens.
- Risk of Theft. User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum Blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Tokens, financial and other support of the Project, or Contribution, impacting the ability to develop the Project.
- Risk of Ethereum Mining Attacks. User understands and accepts that, as with other cryptocurrencies, the Blockchain used for the Smart Contract System is susceptible to mining attacks, including, but not limited to, double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations.
- Risk of Lack of Consensus. User understands and accepts that a network of miners will ultimately be in control of the Smart Contract System and no warranty or assurance exists that the network of miners will allocate the Tokens to Users, in accordance with these Terms. User further understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead to the Tokens losing intrinsic value.
- Risk of Depreciation. User understands and accepts that no market or liquidity may be guaranteed for the Tokens and that the value of the Tokens over time may experience extreme volatility or depreciate in full.
- Risk of Tax. User bears the sole responsibility to determine whether his/her/its Contribution to the Project or to the Smart Contract System, and the creation, acceptance, ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time (if any), or the allocation of the Tokens or any other action or transaction related to the Project has tax implications for User.
- Additional Risks. User understands and accepts the foregoing risks and also understands this may not be a complete and comprehensive list, and is fully aware other additional risks may exist in connection with User’s Contribution to the Project, transfer of Contribution to the Smart Contract System, and the creation of the Tokens, which may be based upon new or changing regulatory, legal, or technology requirements or other factors.
14.Intellectual Property; Website Technology
- The brand names relating to the Website, which may include without limitation, the Tokens and any other trademarks, service marks and/or trade names used by us either on our own behalf, or on behalf of our licensors, are owned by us, or our licensors (the “Trade Marks”). In addition to the Intellectual Property Rights (“IPR”) in the Trade Marks, we and/or our licensors own the IPR in all other content of the Website (the "Content"). By using the Website and/or the Services, including the purchase of the Tokens, you shall not obtain any rights in the Trade Marks or the Content and you may only use the Trade Marks and Content in accordance with the Terms.
- You may only install and use any software connected to the Website (the "Software") and all content derived from the Software, including, but not limited to, the copyright and all other IPR in the Software, in connection with the Services for your personal and non-commercial use and in accordance with the Terms. The Software's code, structure and organization are protected by IPR.
- For the purposes of these Terms, “Intellectual Property Rights” or “IPR” means pending or granted patents, trademarks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), and any applications for any of the aforesaid, database rights, design rights, know-how, trade secrets, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
- You hereby undertake not to: (a) copy, redistribute, publish, reverse engineer, decompile, disassemble, modify, translate or make any attempt to access the source code to create derivative works of the source code, or otherwise; (b) sell, assign, sublicense, transfer, distribute or lease the Software; (c) make the Software available to any third party through a computer network or otherwise; (d) export the Software to any country (whether by physical or electronic means); or (e) use the Software in a manner prohibited by any laws or regulations which apply to the use of the Software (collectively, and individually, the "Prohibited Actions").
- You shall be held liable for any loss, including direct and indirect damages, costs or expenses, we may suffer as a result of your Prohibited Actions. You agree to immediately notify us if you commit any Prohibited Actions or if you have knowledge of any third party committing any Prohibited Actions. You agree to provide us with reasonable assistance with any inquiry or investigation we may conduct as a result of the information provided by you in regards to the Prohibited Actions set out above.
- You understand and bear the risk that any use of the internet may be subject to a virus attack and/or communication failure. You should use a reputable and available virus screening and prevention software at all times. The Company shall not bear any liability whatsoever for any damage or interruptions caused by computer viruses, spyware, Trojan horses, worms or other malware that may affect your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. The Company cautions you to carefully review any electronic messages purporting to originate from the Company and to be aware that electronic devices are vulnerable to phishing and spoofing scams and additional viruses. The Company advises you to always provide your Log In through the Website only and avoid using unauthentic communications advising you of other options to provide your Log In (or other Registration Details) to gain access to the Services offered through the Website.
- USER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN WRITING BY THE COMPANY, (A) THE TOKENS ARE SOLD, AND THE USE OF THE SOFTWARE AND WEBSITE IS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE TOKENS, SOFTWARE, AND WEBSITE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS, SOFTWARE, OR WEBSITE ARE RELIABLE, CURRENT OR ERROR-FREE, THAT THEY MEET USER’S REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS, SOFTWARE, OR WEBSITE WILL BE CORRECTED; AND (C) THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS, SOFTWARE, OR WEBSITE, OR THE DELIVERY MECHANISM FOR THE TOKENS, SOFTWARE, OR WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING THE SMART CONTRACT SYSTEM; AND (D) THE TOKENS ARE CREATED AND OBTAINED USING THE SMART CONTRACT SYSTEM AT THE SOLE RISK OF THE USER.
- USER ACKNOWLEDGES AND AGREES THAT TO THE EXTENT PERMITTED BY ANY APPLICABLE LAW IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, LICENSORS AND/OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY AND ALL DAMAGES WHATSOEVER CAUSED BY OR RELATED TO THE USE OF, OR THE INABILITY TO USE THE TOKENS, THE SMART CONTRACT SYSTEM, THE SOFTWARE, AND THE WEBSITE, UNDER ANY CAUSE OR 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 COMPANY, ITS AFFILIATES, LICENSORS AND/OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR THE INABILITY TO USE THE SMART CONTRACT SYSTEM, THE PROJECT, THE TOKENS, THE SOFTWARE, OR THE WEBSITE.
- USER FURTHER SPECIFICALLY ACKNOWLEDGES THAT DEVELOPERS, AUDITORS, CONTRACTORS, EMPLOYEES AND FOUNDERS OF THE TOKENS, THE SMART CONTRACT SYSTEM AND THE PROJECT ARE NOT LIABLE, AND USER AGREES NOT TO SEEK TO HOLD THEM LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY OTHER CREATORS OF THE TOKENS, AND THAT THE RISK OF CREATING, HOLDING AND USING THE TOKENS IS ASSUMED ENTIRELY BY THE USER.
- BY CREATING, HOLDING OR USING THE TOKENS, OR BY USING THE SOFTWARE OR WEBSITE, AND TO THE EXTENT PERMITTED BY LAW, USER AGREES TO HOLD ANY THIRD PARTY (INCLUDING DEVELOPERS, AUDITORS, CONTRACTORS AND FOUNDERS) HARMLESS AND WAIVES ALL CLAIM AGAINST THE FOREGOING WITH RESPECT TO ANY REGULATORY IMPLICATIONS OR LIABILITY ASSOCIATED WITH OR ARISING FROM THE CREATION, OWNERSHIP OR USE OF THE TOKENS, USE OF THE SOFTWARE OR WEBSITE, OR ANY OTHER ACTION OR TRANSACTION RELATED TO THE PROJECT.
- User agrees that if any provision of these Terms is found illegal or unenforceable, in whole or in part, such provision shall be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
- These Terms constitute the entire understanding and agreement between you and us regarding the Services and supersedes any prior agreement, understanding, or arrangement between you and us.
- Company reserves the right to assign these Terms, in whole or in part, at any time without notice. The User may not assign any of his/her/its rights or obligations under these Terms.
- Nothing in these Terms shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between you and us.
- The Terms govern the creation, ownership and use of the Tokens, as well as overall use of the Website and/or Services, and supersede any public statements about the launch of Token Generation Event or the Smart Contract System made by anyone in the past, present and future.
- These Terms and any matters relating hereto shall be governed by, and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the London courts shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and any matter arising thereof.
- To the fullest extent permitted by law, User waives the right to participate in a class action lawsuit or a class-wide arbitration against the Company, its affiliates, or any individual involved with the creation of the Token Generation Event and the Tokens.
These Terms and Conditions are effective as of 05/11/2018