TERMS AND CONDITIONS OF GLEDOS PRE-SALE
THESE TERMS AND CONDITIONS OF GLEDOS Pre-sale (“Terms” or “Agreement”) GOVERN YOUR PURCHASE OF THE GLEDOS TOKENS (the “Tokens”) DURING THE Pre-sale (AS DEFINED BELOW) PROVIDED THROUGH THE WEBSITE www.gledos.io. (the “Website”).
PLEASE READ THESE TERMS CAREFULLY BEFORE APPLYING FOR THE PRE-SALE OR PURCHASING ANY TOKENS DURING THE PRE-SALE (I.E. CONTRIBUTING ANY AMOUNT OF PAYMENT CURRENCY TO THE INDICATED WALLET ADDRESS), AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY IN CONNECTION WITH PARTICIPATING IN THE PRE-SALE AND PRE-SALE KYC, USING THE PLATFORM OR OTHER SERVICES PROVIDED BY THE COMPANY AND ACCEPTING TOKENS. BY SELECTING “I AGREE”, APPLYING FOR THE PRE-SALE OR PURCHASING ANY TOKENS DURING THE PRE-SALE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THESE TERMS AND YOU ARE AGREEING TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT APLLY FOR THE PRE-SALE OR PURCHASE ANY TOKENS DURING THE PRE-SALE.
Your purchase of the Tokens during the Pre-sale from INOVITUS Ltd., a limited liability company organized under the laws of Slovenia, entered in to the Slovenian court’s register with the identification number 8062480000, tax number SI54615232 registered seat in Ljubljana and its business address Ljubljana, Ulica bratov Komel 56d, 1210 Ljubljana - Šentvid, Slovenia, (referred as the “Company”, “we,” or “us”) is subject to these Terms. Each of you and Company is a “Party” and, together, the “Parties.”
By purchasing Tokens from us during the Pre-sale, you will be bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]
Citizens, nationals and residents from certain countries or territories defined in the Section 3 and the Section 13 of these Terms are prohibited from purchasing of the Tokens.
These Terms will be available on the Website during the Pre-sale.
You and Company agree as follows:
The Capitalized terms defined below in this section will have the meaning assigned to them here throughout this entire document unless explicitly mentioned otherwise:
“Crowdsale” means the sale of the Tokens to the Users in the Crowdsale Period during which the Tokens will be sold to the Users at normal price without any bonuses;
“Crowdsale Period” means the time period, beginning and ending on dates as set by the Company, during which the Tokens will be sold to Users and which will begin after Pre-sale Period and end at the earlies of:
- the Crowdsale closing date, published in the whitepaper or on the web page www.gledos.io prior to start of the Crowdsale Period,
- the Hard Cap is reached in the Crowdsale,
- the Soft Cap is not reached by the end of the Crowdsale or
- the Crowdsale is permanently suspend or terminated in accordance with the terms and conditions applicable for the Crowdsale.
“Company”, “we” or “us” mean the company INOVITUS Ltd., a limited liability company organized under the laws of Slovenia, entered in to the Slovenian court’s register with the identification number 8062480000, tax number SI54615232 registered seat in Ljubljana and its business address Ljubljana, Ulica bratov Komel 56d, 1210 Ljubljana - Šentvid, Slovenia;
“Company Parties” means the Company’s respective past, present and future employees, officers, directors, contractors, consultants, attorneys, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns;
“Ethereum Wallet” means the public Ethereum Wallet with identification as notified by the Company to the User, which will be used for the receipt of the Payment Currency in the Pre-sale by the Company from the Users under these Terms;
Exchange Rate” means the exchange rates at which Payment Currency will be exchanged for USD and will be fixed by the Company for the Pre-sale and the Crowdsale. When calculating the Exchange Rate Payment Currency/USD, the Company will rely on coinmarketcap.com – 24 hours average of ETH price will be used. The USD / ETH exchange rate will be locked on the market exchange rate before the Crowdsale start and will be valid for the entire period of the Crowdsale. The Exchange Rate will be published on the Website.
“Force Majeure Event” means any governmental or relevant regulatory regulations, acts of God, war, riot, civil commotion, fire, flood, or any disaster or an industrial dispute of workers unrelated to you or the Company. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents, employees, consultants, contractors and sub-contractors.
“Hard Cap” means USD 18,500,000 or the corresponding amount of ETH determined in accordance with the exchange rate ETH to USD as set by the Company observing the published average exchange rate on CoinMarketCap.com or another reference platform in the relevant time.
“Intellectual Property” means all copyright and other intellectual property rights, including inventions, creations, discoveries, knowhow, processes, marks, signs, designs, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable as a trademark, patent, design or a copyright work, and any trademarks, copyrights, designs or patents based thereon over all content and other materials contained on Website or provided in connection with the Services, the Company, the Platform, the Pre-sale and the Crowdsale, including, without limitation, the logos and all designs, text, graphics, user interface, visual interface, photographs, pictures, artwork, information, data, software, source code, as well as the compilation thereof, sound files, other files, design, structure, selection, coordination, expression and other content connected to the Website and the selection and arrangement thereof;
“List of Participants” means the list of all Users which are Participants;
“Participants” mean all Users which sent their User Credentials to the Company in the Pre-sale KYC and were accepted to the List of Participants by the Company;
“Platform” means the GLEDOS platform, which will be developed with the proceeds received in the TGE. The Platform shall bring tailored learning to those who need it. Platform shall be a single-place-to-learn solution, where students shall select from among top professors and courses worldwide, which best fit their education pathway, recommended by the leading AI algorithms. The Platform shall be used by students, businesses, governments, and education providers. The Platform’s functionalities shall be enabled with the blockchain technology. The Tokens shall fuel the Platform. More information about the Platform is presented in the Exhibit A;
“Pre-sale” means the sale of the Tokens to the Users in the Pre-Sale Period during which the Tokens are sold to the Users with additional bonus of 20% and will be followed by the Crowdsale;
“Pre-sale Hard Cap” means USD 12,000,000 or the corresponding amount of ETH determined in accordance with the exchange rate ETH to USD as set by the Company observing the published average exchange rate on CoinMarketCap.com or another reference platform in the relevant time.
“Pre-sale KYC” means the procedure of approving and accepting Users which sent their User Credentials to the Company;
“Pre-Sale Period” means the time period, beginning and ending on dates as set by the Company, during which the Tokens will be sold to the Users and which will begin on 22 April 2018 and end at the earlies of:
- the Pre-sale closing day as published in the whitepaper or on the web page www.gledos.io;
- the Pre-sale Hard Cap is reached in the Pre-sale;
- the Pre-sale is permanently suspend or terminated in accordance with these Terms.
“Payment Currency” means the currency, in which the Tokens will be sold during the Pre-sale. The Payment Currency for the Pre-sale is Ethereum (“ETH”).
“Services” mean all services which will be enabled or provided by the Company, related to the Tokens, the Platform, the Pre-sale, the Crowdsale, the Ethereum Wallet, the User’s Ethereum Wallet and/or other services which are available on the Website or described in the Whitepaper and the Exhibit A;
“Smart Contract System” means parts of these Terms which are directly written into lines of code and are self-executed by the Ethereum network. The code exists across a distributed, decentralized blockchain network. Smart Contract System permits trusted transactions and agreements to be carried out among disparate, anonymous parties without the need for a central authority, legal system, or external enforcement mechanism. It renders transactions traceable, transparent, and irreversible;
“Soft Cap” means USD 3,500,000 or the corresponding amount of ETH determined in accordance with the exchange rate ETH to USD as set by the Company observing the published average exchange rate on CoinMarketCap.com or another reference platform in the relevant time.
“Tax” or “Taxes” means any tax, levy, withholding and duty including all income, registration, property, customs, value added taxes, sales and use taxes, goods and services taxes, documentary transfer taxes, real property transfer taxes, capital taxes assessed on transfer of stock, business shares or other property, recordation, stamp and other similar taxes together with any interest and penalty indirectly or directly related thereto, imposed by any governmental authority.
“Tokens” mean GLEDOS tokens which are ERC-20 tokens on Ethereum protocol which will be generated and distributed in the Crowdsale according to these Terms, if the Crowdsale is successful, and are an atomic units and fuel the Platform, more information about the Tokens is presented in the Exhibit A;
“User” means the individual or entity who access the Website, participates in the Pre-sale, in the Pre-sale KYC or in the Crowdsale or uses the Smart Contract System or the Services.
“User Credentials” mean all personal information and documents from the User provided in the Pre-sale KYC procedure to the Company;
“User’s Ethereum Wallet” means the public Ethereum wallet address of the User that supports the ERC-20 token standard from which the Users will send their Payment Currency to the Pre-sale and to which the Tokens will be sent by the Company;
“Website” means website located on the following web address: www.gledos.io;
“Whitepaper” means the whitepaper document published by the Company on the Website, describing among others the business plan, roadmap, technical and marketing details of the Platform, the Pre-sale, the Crowdsale, the concept and purpose of the Token, as well as respective pricing and Tokens distribution plan, as it may be changed from time to time by the Company.
These Terms are a legally binding Agreement between you, on the one part, and the Company, on the other part. Unless otherwise stated herein, these Terms govern only your purchase of the Tokens from the Company in the Pre-sale, your participation in the Pre-sale KYC or just viewing certain pages of the Website, including but without limitation, for the purpose of obtaining the Tokens.
These Terms are effective at the time you acknowledge that you have read them and you are agree to be bound by them.
Any use of the Tokens and the Platform may be governed by other applicable terms and conditions and policies.
The Company reserves the right, at its own and complete discretion, to modify or to temporarily or permanently suspend or eliminate the Website, and/or disable any access to the Website.
By accepting these Terms, using Website, submitting your User Credentials in the Pre-sale KYC, participating in the Pre-sale and/or purchasing Tokens, you covenant, represent, and warrant that: you are of an age of majority to enter into this Agreement, meet all other eligibility and residency requirements, and are fully able and legally competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth herein and to abide by and comply herewith.
Natural persons and legal entities that are not capable of holding legal rights and obligations are not allowed to participate in the Pre-sale. If the Company becomes aware that such natural person or legal entity was accepted to the List of Participants, it will remove such Participant from the List of Participants, refund its payment contribution and block his User’s Ethereum Wallet.
By transferring Payment Currency to Ethereum Wallet and/or accepting Tokens, you expressly agree to all of the terms and conditions set forth in Smart Contract System existing on the Ethereum blockchain, which is incorporated by reference herein. You further confirm to have carefully reviewed the Smart Contract System, its functions and the terms and conditions applicable for the Smart Contract System.
You shall not use the Website or participate in Pre-sale if such use is prohibited under applicable law. In particular, should any limitation or prohibition as to your acceptance or use of any amount of Tokens exist under applicable law, you shall not enter into this Agreement. You are solely responsible and liable for compliance with applicable law of your jurisdiction and shall indemnify, defend and hold harmless Company Parties from any violation of the applicable law of your jurisdiction.
You understand and accept that participation in the Pre-sale will not be possible from a public Ethereum wallet address that has not been previously registered according to the procedure defined herein.
In order to be eligible to participate in the Pre-sale and to purchase the Tokens, you will have to undergo our Pre-sale KYC. On the Website, you will be prompted to complete the contribution form and provide us with your User Credentials. You confirm by using the Pre-sale KYC and providing the User Credentials to the Company, that all information provided within the Pre-sale KYC is true and accurate and that that you do not act on behalf of any third party.
You will be required to provide us with your personal information depending on your contribution type.
Contribution type: Natural person
In case you would like to contribute as a natural person you will be required to provide us your name, address of the permanent residence, address of the temporary residence, citizenship, ID (personal document) number, type of ID, date of issue of the ID, expiration date of the ID, e-mail address, User’s Ethereum Wallet and the expected amount and currency of your contribution.
Contribution type: Legal entity
In case you would like to contribute as a legal entity you will be required to provide us with legal entity’s name, registered office, business address, registration number, name of the representative, country of registration, tax ID number, e-mail address. User’s Ethereum Wallet, excerpt from the business register which is not more than three months old and the expected amount and currency of your contribution. The legal entity’s representative will need to provide his personal information and documents which are required for the contributors which are natural persons.
The Pre-sale KYC is put in place to assess and monitor risk and to prevent doing business with a money launderer, terrorist or other criminal. The Pre-sale KYC will protect the Company, the project and its supporters from fraud and losses due to illegal funds and transactions as well as an industry standard that has been established.
Once you will provide to us all the above User Credentials we will process your Pre-sale KYC application. It is in our sole discretion to select which participants among the once which provided us with their User Credentials in the Pre-sale KYC and for what amount of Payment Currency will be accepted to the List of Participants and approved as Participants. The Company has absolute discretion and may reject you and any amount of Payment Currency you paid for any reason or no reason at all. The final decision who and for what amount of Payment Currency will be added to the List of Participants will be made by us as soon as technically possible. Only Participants will be provided with a welcoming email, which will instruct you how to proceed with the purchase of the Tokens.
You acknowledge and agree that you are not a citizen, resident, seated, incorporated, domiciled with principal office, permanent establishment or branch office, business address or centre of main interest in and you do not have location in the country or territory of jurisdictions that is listed on the Office for Money Laundering Prevention of the Republic of Slovenia’s list of high-risk countries, which includes but is not limited to Afghanistan, Iran, Iraq, Yemen, Syria, Tunisia, Vanuatu, Trinidad and Tobago, Democratic People's Republic of Korea (DPRK), Ethiopia, Sri Lanka, Bosnia and Herzegovina, Guyana, Lao PDR, Uganda or other countries available at: http://www.uppd.gov.si/si/javne_objave/seznam_drzav_50_clen_zppdft_1/. We may at our sole discretion decide if we will accept Users from any other country or territory placed on any of the sanctions or risk related lists, published and maintained by the United Nations, European Union, any EU member state, FATF, UK Treasury, US Office of Foreign Assets Control (OFAC), Government of the Republic of Slovenia or other organization.
You confirm by participating in the Pre-sale KYC and providing your User Credentials to the Company, that all information provided within the Pre-sale KYC is true and accurate and that that you do not act on behalf of any third party.
The Company reserves the right to change the Pre-sale KYC procedure discretionally without any explanation, and that Pre-sale KYC procedure might be adjusted on per case bases. Upon our request, you will immediately provide to us any information and documents that we, in its sole discretion, deem necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such information and documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, sworn statements, information on your business activity, purpose of purchasing Tokens, source of funds, your beneficial owners or any other circumstance deemed relevant by the Company. You consent that you will disclose such information and documents to us in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that we may refuse to add you to the List of Participants and to distribute Tokens to you until such requested information is provided.
We may report to law enforcement agencies any activities that we reasonably believe to be unlawful, or that we reasonably believe may aid a law enforcement investigation into unlawful activity. In addition, we reserve the right to release your information to law enforcement agencies if we determine, in our sole judgment, that either you have violated our policies, or the release of your information may protect the rights, property, or safety of the Company or another person.
The team behind the Company’s project is allowed to contribute any amount of Payment Currency in the Pre-sale and the Crowdsale, with no additional benefits.
The Company will sell Tokens in the Pre-sale only to the Participants. Only Users which completed the Pre-sale KYC and were accepted to the List of Participants will be eligible to purchase the Tokens during the Pre-Sale.
The Company will conduct Pre-Sale during the Pre-Sale Period.
In the welcoming email, after completed Pre-sale KYC, you will be provided with the Ethereum Wallet which will be used for the Pre-sale. No third-party provider has been allowed, authorized or endorsed by the Company for the distribution of Tokens.
During the Pre-Sale the bonus for the exclusive duration of the Pre-Sale Period is 20%, which means that all participants in the Pre-Sale receive additional 20% of Tokens. The Payment Currency price per one (1) Token during the Pre-Sale is USD 0.20.
In the Pre-sale the Users can contribute the Payment Currency in minimum amount of 1 ETH.
You must pay the purchase price for the Tokens in Payment Currency by sending the Payment Currency to the public Ethereum Wallet provided to you in the welcoming email which details were provided to you after completed Pre-sale KYC. You will be entitled to the amount of Tokens which equals to the amount of Payment Currency you paid to the Company multiplied by the price of one Token (USD 0.20). In addition to this amount you will be entitled to additional 20% of the amount of Tokens as the Pre-sale bonus.
The USD amount of the Pre-sale Hard Cap, the Hard Cap or the Soft Cap will be calculated using the following calculation: the amount of Payment Currency the Company received multiplied by the Exchange Rate.
Users are not allowed to send their Payment Currency to the Pre-sale from the address of any currency exchange (i.e., Poloniex, Coinbase, Bitfinex, etc). You may lose your payments made from these addresses. We reserve the right to prescribe additional guidance regarding specific wallet requirements.
Your purchase is not guaranteed until we receive the amount of the Payment Currency you sent to the Ethereum Wallet. If we have not received your payment of the Payment Currency within the Pre-Sale Period, we reserve the right to void your purchase request and refuse to accept your payment. For the avoidance of doubt, your payment of the Payment Currency will be deemed to be paid once we have received three (3) network confirmations of the transaction. We reserve the right, in our sole discretion, to modify any of the timelines and procedures described herein to account for network congestion or other technical challenges.
After we receive your payment we will check your User Credentials, check if you are the Participant and accept or deny your request and amount of your Payment Currency. The Company has absolute discretion and may reject you and any amount of Payment Currency you paid for any reason or no reason at all. The final decision who and for what amount of Payment Currency will be accepted in the Pre-sale will be made by us at the latest one day before the Crowdsale.
The Company anticipates that Tokens, based on the funds raised during the Pre-sale, will be generated, distributed and delivered at the latest fourteen (14) days after the elapse of the Crowdsale Period. The Company reserves the right to extend the Tokens delivery date for up to two (2) additional weeks if necessary to address any unanticipated technical difficulties and issues or security issues. For the avoidance of doubt, any extension of the Tokens delivery shall not affect the obligation of the Company and you to make and take delivery, respectively, of Tokens purchased. Although the Company does not anticipate any technical difficulties and issues or security issues arising from the Pre-sale, these two (2) additional weeks timeframe is intended as a precautionary buffer period for Company to resolve any such technical difficulties and issues or security issues.
The funds raised during the Pre-sale will be used as described in the Exhibit A. If the funds raised during the Pre-sale and the Crowdsale all together do not reach the Soft Cap by the end of the Crowdsale Period, the Smart Contract System will not deliver Tokens to the contributors in the Pre-sale and the Crowdsale and will instead return the received payments from Users to the User’s Ethereum Wallet. In that circumstance, the Company will not have any further obligations to Users, under these Terms or any other agreement, after User’s contribution is returned to the User’s Ethereum Wallet.
You agree not to share your User Credentials and the Ethereum Wallet provided in the welcoming email with any other person for the purpose of facilitating their unauthorized access to the Pre-sale or the Crowdsale. If you do share your User Credentials with anyone we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Pre-sale or the Crowdsale through the use of your User Credentials or your User’s Ethereum Wallet. We reserve the right to suspend or block your access to the Pre-sale upon suspicion of any unauthorized access or use, or any attempt thereof, by anyone using your User Credentials or your User’s Ethereum Wallet. You may lose all your payments if made from the suspended or blocked User’s Ethereum Wallet or using suspended or blocked User Credentials.
At any time during the Pre-Sale Period and at its sole discretion, Company may by notice on the Website, temporarily or permanently suspend or terminate the Pre-sale for technical, security or any other reason and such suspension or termination shall take effect from the moment of publication of such notice until the same is updated or removed from the Website. You agree not to send any contributions in Payment Currency during such suspension period or after termination and accept the risk that any contribution sent during such suspension period or after termination may be lost in its entirety. The Company is not responsible or liable for returning or refunding any losses incurred by you due to sending a contribution during suspension period or after termination.
If the Company will at its sole discretion or as fulfilment of its obligations according to these Terms return the User’s contribution to the User for any reason, the User will be obliged to pay any transaction fees and other costs related to such return or transaction.
Important information about the procedures and material specifications of the Company and the Services is provided in Exhibit A. By participating in the Pre-sale and purchasing Tokens, you acknowledge that you have read, understand, and have no objection to Exhibit A.
Tokens have no rights, uses or attributes outside of scope of the Services. Any potential future use of Tokens in connection with the provision or receipt of Services except the Pre-sale and the Crowdsale, will be subject to and governed by such other applicable terms, conditions and policies, except if otherwise provided herein. Such terms will be made available to the Users, if and when the Services are successfully developed and deployed.
Tokens distributed in the Pre-sale will not be transferable and the Users will not be able to send them to other wallets until the end of the Crowdsale. This restriction will be eliminated after the conclusion of the Crowdsale.
The Tokens are going to be distributed on the Ethereum blockchain to obtain funding for the development of the Platform. The Tokens are an atomic units and fuel the Platform.
Tokens are not securities as defined under applicable laws of Slovenia. Therefore, the Tokens have not been registered with any competent regulator. Tokens may not be offered, sold or otherwise transferred, encumbered or otherwise used except as permitted under applicable laws.
Important information about the procedures and material specifications of Tokens is provided in Exhibit A. By participating in the Pre-sale and purchasing Tokens, you acknowledge that you have read, understand, and have no objection to Exhibit A.
Tokens are being created as ERC-20 tokens on the Ethereum protocol. We reserve the right to migrate the ERC-20 based Tokens to another protocol and to generate replacement Tokens on the new protocol in the future, should we determine, in our sole discretion, that doing so is necessary or useful of our operation and/or Services.
Should we decide to migrate the Tokens, we will notify you via the email address you provided to us during the Pre-sale KYC.
All Tokens sold in the Pre-sale will be created and distributed according to the rules of the Crowdsale defined in the Exhibit A, unless otherwise specified in the Section 4 and Section 5 of these Terms. By participating in the Pre-sale and purchasing Tokens, you acknowledge that you have read, understand, and have no objection to the Exhibit A.
All purchases of Tokens from us and/or your acceptance of Tokens are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We reserve the right to refuse or cancel Tokens purchase requests at any time in our sole discretion. To the greatest extent legally possible, the User hereby waives any statutory or contractual right to withdraw from, or to rescind, these Terms. To the extent the Company, in its sole discretion, decides to make a refund, any refunds will be made in the ETH for the Users which contributed Payment Currency. We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from the failure to provide, or providing an inaccurate or incomplete User’s Ethereum Wallet.
You acknowledge and agree that these Terms are in respect of distance contracts excluded from the right of withdrawal since they concern the supply of goods for which the price is dependent on fluctuations in the market which cannot be controlled by us and which may occur within the withdrawal period.
You acknowledge and agree, in addition and without limitation to any other applicable exceptions that the exception regarding the digital content on a non-tangible medium in respect of distance sale applies since these Terms concern the supply of digital content on a non-tangible medium. You hereby waive the right to withdrawal from these Terms in a period of 14 days. Furthermore, you give the express consent and acknowledge that you thereby lose your right of withdrawal.
The acquisition of Tokens involves a high degree of risk. Before acquiring Tokens, it is recommended that you conduct your own careful examination of all relevant information and risks about the Company, the Services and Tokens.
You acknowledge and agree that there are risks associated with purchasing, holding, owning, and using Tokens, participating in the Pre-sale and the Crowdsale, with the provision or receipt of Services and accessing or using the Website, as disclosed and explained in Exhibit B. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing (i) device associated with your email address, (ii) User’s Ethereum Wallet, your wallet, vault or other storage mechanism you use to receive and hold Tokens purchased from us, (iii) including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible or liable for any losses, costs, or expenses relating to lost access credentials.
In case you suspect a security breach in any of the abovementioned, you will inform us immediately, so we can take all required and possible measures to secure the Website, the Services, the Pre-Sale and the Crowdsale, the Tokens and systems as whole.
As part of the Pre-sale KYC, we may request certain information about you in order to distribute the Tokens to you. If you do not provide the information requested by us, then we may be unable to distribute the Tokens to you.
We may determine, in our sole discretion, that it is necessary to obtain additional information about you which were not obtained during the Pre-sale KYC in order to comply with applicable laws or regulations in connection with selling the Tokens to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell or distribute the Tokens to you until you provide such requested information and we have determined that it is permissible to sell you the Tokens under applicable laws or regulations.
We may share your information with others as required by, or permitted by, law. This may include sharing your information with government entities, or third parties in response to subpoenas, court orders, other legal process, or as we believe is necessary to exercise our legal rights, to defend against legal claims that have been brought against us, or to defend against possible legal claims that we determine in our sole discretion might be brought against us.
It is your responsibility to determine what, if any, Taxes apply to your participation in the Pre-sale or purchase of Token, for example, sale, use, value added, and similar taxes. It is your responsibility to withhold, collect, report and remit the correct Taxes to the appropriate tax authority and all your factual and potential tax obligations are your concern. You agree that the Company is not in any case and under no conditions responsible for determining whether taxes apply to your participation in the Pre-sale or purchasing the Tokens or for collecting, reporting, withholding or remitting any sale, use, value added, or similar taxes arising from participation in the Pre-sale or purchasing the Tokens. You also agree that the Company is not in any case and under no conditions bound to compensate for your Tax obligation, to give you any advice related to Tax issues or to act and cooperate in any proceeding, in which you would claim or enforce Tax benefits under any bilateral or multilateral tax agreement or under any other national or international tax regime.
Any amounts that you pay for the Tokens are exclusive of any applicable Taxes and shall certain Taxes be applicable, they shall be added on top of the payable amounts. Upon our request, you will provide to us any information that we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify the Company and will pay the Company any additional amounts necessary to ensure that the net amount received by the Company, after any deduction and withholding, equals the amount the Company would have received if no deduction or withholding had been required. Additionally, you will provide the Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
By accepting these Terms and by sending Payment Currency to purchase Tokens from us, you represent and warrant to the Company that as of date of accepting these Terms, at the time of contribution of the Payment Currency and at the time of distribution of the Tokens (unless a representation or warranty expressly refers to another applicable date or time) the following is true and correct in all respects:
- You have read and understand these Terms (including all Exhibits);
- YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING, HOLDING, OWNING AND USING TOKENS, WITH THE PROVISION OR RECEIPT OF SERVICES AND ACCESSING OR USING THE WEBSITE (BUT NOT NECESSARILY LIMITED TO) THE RISKS DESCRIBED IN EXHIBIT B;
- You have sufficient understanding of technical, financial and business matters (including those that relate to the Services), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of these Terms, purchasing Tokens and participating in the Pre-sale;
- You know how to manage these digital technologies, and you are solely responsible for any evaluations, decisions and actions you make concerning cryptographic tokens, cryptocurrencies and blockchain-based systems;
- You have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems to competently enter into this Agreement;
- You understand the restrictions and risks associated with the creation of the Tokens as set forth herein, and acknowledge and assume all such risks;
- You have obtained, reviewed and analysed sufficient and satisfactory information about the Tokens and the Services to make an informed decision to purchase Tokens, to participate in the Pre-sale and to accept these Terms;
- You understand, agree and accept that with regard to the Tokens no market liquidity may be guaranteed and that the value of the Tokens may over time experience extreme volatility or depreciate in full;
- You understand that the Tokens purchased in the Pre-sale will not be delivered if the funds raised during the Pre-sale and the Crowdsale do not reach the Soft Cap by the termination of the Crowdsale Period.
- You understand and acknowledge that the team behind the Company’s project is allowed to contribute any amount of Payment Currency in the Pre-sale and the Crowdsale.
- You have carefully reviewed and understand the Smart Contract System, its functions and the terms and conditions applicable for the Smart Contract System;
- You will fully comply with the Pre-sale KYC as described in Section 3, the Pre-sale as described in Section 4 and the Crowdsale procedures as described in Exhibit and provide the Company with true, exact and current information and data the Company requests from you;
- You understand that the Tokens confer only the right to provide and receive some parts of the Services and confer no other rights of any form with respect to the Company or any of its assets, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights;
- You understand, agree and accept that while the individuals and entities, including the Company, assigned to this task will make reasonable efforts to develop, enable and provide the Services, it is possible that such development may fail and your Tokens become useless and/or valueless due to technical, commercial, regulatory or any other reasons;
- You are aware of the risk that even if all or parts of the Company’s project or the Services are successfully developed and released in full or in parts, due to a lack of public interest, the Company’s project or the Services could be fully or partially abandoned, remain commercially unsuccessful or be shut down for lack of interest, regulatory or other reasons. You therefore understand and accept that the transfer of Payment Currency to the relevant Smart Contract System, the creation of the Tokens by the Smart Contract System and/or the acceptance of the Tokens carry significant financial, regulatory and/or reputational risks, including the complete loss of value of created Tokens, if any, and attributed features of the Services or Company’s project;
- You are purchasing the Tokens solely for the purpose of providing and receiving some parts of the Services and supporting the development, testing, deployment and operation of the Company’s project, being aware of the commercial risks associated with the Company and the Company’s project. You are not purchasing the Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose;
- Your purchase and acceptance of the Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase and acceptance of the Tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase and acceptance, and (iii) any governmental or other consents that may need to be obtained;
- You will comply with any applicable Tax obligations in your jurisdiction arising from your accepting these Terms, purchase and acceptance of the Tokens and participating in the Pre-sale;
- If you are purchasing the Tokens on behalf of any legal entity you represent and warrant that, (i) you completed the Pre-sale KYC procedure as a legal entity, (ii) you are authorized to accept these Terms on such entity’s behalf, (iii) that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly) and (iv) that the entity is in good standing, duly incorporated and validly existing under the laws of the jurisdiction of incorporation;
- You are not a person, citizen, resident, seated, incorporated, domiciled or with principal office, permanent establishment or branch office, business address or centre of main interest in the USA (including Puerto Rico, the US Virgin Islands, and any other possession of the United States), the People's Republic of China, the Islamic Republic of Afghanistan, the Republic of Iraq, the Islamic Republic of Iran, the Republic of Yemen, the Syrian Arab Republic, the Republic of Tunisia, the Republic of Vanuatu, the Republic of Trinidad and Tobago, the Democratic People's Republic of Korea, the Federal Democratic Republic of Ethiopia, the Democratic Socialist Republic of Sri Lanka or in any jurisdiction or country where such distribution, purchase, ownership, sale, acceptance or usage of the Tokens, participation in the Pre-sale or usage of the Services could be contrary to any law or regulation, or which could subject the Company, including its affiliates, or any of its products or services to any registration, licensing or other authorization requirement within such jurisdiction or country. You covenant, represent, and warrant that also none of your affiliates, shareholders members or management or supervisory bodies are such persons. The Company reserves the right to refuse distributing the Tokens to anyone who does not meet the required criteria as set out hereunder and by the applicable law. In particular, the Company may refuse distributing the Tokens to citizens, permanent residents of these countries and those who do not meet criteria specified in this Section 13 and the Terms. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services.
- Making a contribution and receiving the Tokens under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any Tax obligations to which you may be subject in any relevant jurisdiction);
- Any contribution to be made by you for the purchase of the Tokens is not derived from or related to any unlawful or unethical activities, including but not limited to money laundering or terrorist financing activities or any kind of bribery acts, in all respects;
- You shall not use the Tokens or the Pre-sale to finance, engage in, or otherwise support any unlawful activities, including but not limited to money laundering and the financing of terrorism;
- Your Payment Currency shall be transferred to the Company from a digital wallet that: (i.) is registered in your name or in the name of a person who is duly authorized by you to transfer the Payment Currency and is eligible to do so under Section 3 and Section 4; (ii.) and technically supports the Tokens. You understand and accept, that failure to assure this may have the result that you will not gain access to your Tokens.
- You waive the right to participate in a class action lawsuit or a class wide arbitration against any Company Parties and any entity or individual related to these Terms and the creation, issuance, distribution, acceptance and use of the Tokens.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and its Company Parties from and against all claims, demands, actions, damages, losses, liabilities, costs and expenses (including attorneys’ fees) that arise from or relate to (i) any third-party claim concerning these Terms, (ii) your use of, or conduct in connection with the Pre-sale, the Crowdsale or the Services, (iii) any feedback you provide, (iv) your purchase, acceptance or use of the Tokens, (v) your responsibilities or obligations under these Terms (vi) your violation of these Terms, (vii) your violation of any rights of any other person or entity (viii) or any violation of the applicable law of your jurisdiction. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it. If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under Section 14. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You will promptly notify us of any third-party claims, actions, or proceedings which you become aware of that involves the Company as a result of these Terms. The Company may participate with counsel of its own choosing in any proceedings describing above.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED, AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 15 may not apply to you.
Neither these Terms nor the Whitepaper constitute a prospectus, offering document or private placement memorandum of any sort and other documents are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction and does not pertain in any way to an initial public offering or a share/equity offering in the Company or the Website or the Services and does not pertain in any way to an offering of securities in any jurisdiction. The Tokens are not being structured or sold as securities or any other form of investment product. Tokens are not an investment, investment product or investment advice.
Tokens do not have the legal qualification as a security, since it does not give any rights on dividends or interest, any ownership right or stake share or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to the Company, nor shall Tokens holders have any influence or rights in the development or governance of the Company. The Tokens are not a share and do not give any right to participate in the general meetings of the Company.
None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Services and the Website are not, do not offer and shall not be construed as investment or financial products, but as software. Holders of the Tokens are only entitled to the use of the Services and certain other rights within the Services. Accordingly, this document does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer, to buy or subscribe for, any securities.
The Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale. There are no guarantees regarding the value of the Tokens and there is no reason to believe that the Tokens will increase in value, and they might also decrease in value or lose their value entirely.
This sale of the Tokens, the Tokens and the Services are unregulated. The Company is closely following changes to legislation in the most relevant jurisdictions in the world and undertakes to act accordingly, if regulatory changes impact operations of the Tokens and the Services. The Company is not a financial institution and is currently not under supervision of any financial supervisory authority. The Company does not provide any licensed financial services, such as investment or brokerage services, capital raising, fund management or investment advice. This Pre-sale is not a public offering of equity or debt and consequently does not fall under the securities or any prospectus regulation.
No regulatory authority has examined or approved of any of the information set out in these Terms and/or the Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these Terms and/or the Whitepaper does not imply that applicable laws, regulatory requirements or rules have been complied with.
The information contained in the Website is for general information purposes only. While every effort will be made by the Company to ensure that information contained on the Website or regarding the Services is correct, the Company disclaims (to the extent permitted by applicable laws) all warranties regarding the accuracy, adequacy, correctness, completeness, reliability, timeliness, non-infringement, title, merchantability or fitness of any information on the Website and/or regarding the Services.
The Tokens are available to users in exchange for certain other cryptographic tokens and we do in no way provide exchange of the Tokens for fiat currency. The Company also does not provide custodial or wallet services for the Tokens or any other crypto currency.
All statements, estimates, financial and other information contained in the Whitepaper or the Website, made in any press releases or in any place accessible by the public and oral statements that may be made by the Company or any associated party that are not statements of historical fact, constitute “forward-looking statements”. Nothing contained in the Whitepaper or the Website or such other statements is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
THE LIMITATIONS SET FORTH IN SECTION 16 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
The Company or any of the Company Parties will not be responsible for any compensation, reimbursement, or damages arising in connection with: (i) your inability to participate in the Pre-sale, use the Services, including without limitation as a result of any termination or suspension of the Website or these Terms, power outages, maintenance, defects, system failures, mistakes, omissions, errors, defects, viruses, delays in operation or transmission or any failure of performance, (ii) the cost of procurement of substitute goods or services, (iii) any your investments, expenditures, or commitments in connection with these Terms or your participation in the Pre-sale or use of the Services, (iv) your reliance on any information obtained from the Company, (v) Force Majeure Event, communications failure, theft or other interruptions or (vi) any unauthorized access, alteration, deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with the Pre-sale, the Crowdsale, the Services, the User Credentials, the Ethereum Wallet and the User’s Ethereum Wallet.
The Pre-sale, the Crowdsale, the Services and the information, products, and services included in or available through the Website may include inaccuracies or typographical errors. Changes are periodically added to the information herein. The Company may make improvements or changes on the Website at any time. No information provided to you by the Company shall be considered or construed as advice.
You have no right to demand the return of any Payment currency you exchanged with us for the purpose of acquiring the Tokens, including, without limitation, any demand for specific performance.
We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 16 may not apply to you.
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Parties or participants in the Pre-sale, or your use of the Services or the Website and the acts or omissions of any third parties. You expressly waive any rights you may have under any relevant law or legal principle that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favour at the time of agreeing to this release.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement and all issues related to the Tokens shall be governed by and construed and enforced in accordance with the laws of Slovenia, without regard to its conflict of law provisions or principles that would cause the application of the laws of any other jurisdiction, with exclusive venue for any litigation or other dispute resolution proceeding to be held before the courts of Slovenia.
The place of fulfilment of the rights and obligations under these Terms shall be Ljubljana, Slovenia.
To resolve any dispute, controversy or claim between them arising out of or relating to this Agreement, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other Party.
If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of Slovenian courts to resolve the dispute.
All rights on Intellectual Property of the Company are reserved and the Company retains title to all Intellectual Property. These materials are protected by Slovenian and international copyright laws and other intellectual property right laws. Nothing in these Terms may be construed as granting or assignment of any license, consent option or right (including any copyright or other Intellectual Property rights) with respect to entry or performance of these Terms by the Company, by implication or otherwise.
There are no implied licenses granted under these Terms, and any rights not expressly granted to the User hereunder are reserved by the Company.
The Company will own exclusive rights, including all Intellectual Property rights, to any feedback including, but not limited to, suggestions, ideas, development or other information or materials regarding the Services, the Tokens, the Website, the Pre-sale and the Crowdsale or related products that you provide, whether by email, posting through Website or otherwise and you irrevocably and exclusively assign any and all Intellectual Property rights on such feedback for unlimited in time, scope and territory (to the extent permitted by applicable laws) so that the Company has the right to dispose with them without any limitations, including their transfer to any third party without seeking your prior consent. Any feedback or materials you submit is non-confidential and shall become the sole property of the Company. The Company will be entitled to the unrestricted use, reproduction (including in electronic form), modification (whereby you will not retain any rights on your original feedback or materials), or dissemination of such feedback or materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the feedback or materials (to the extent permitted by applicable laws). We have the right to remove any posting you make on the Website if, in our opinion, your post does not comply with the content standards defined by these Terms.
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that the Company provides in connection with use of the Website, the Service, the Pre-sale and the Crowdsale or these Terms. You agree that the Company may provide these communications to you by posting them via the Website or by emailing them to you at the email address you provide. Any email communication will be considered to be received by you within 24 hours after we email it to you and communication via our Website will be effective upon posting. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.
It is your responsibility to keep your email address updated so that your current email address is communicated to the Company and the Company can communicate with you electronically. You understand and agree that if the Company sends you an electronic communication but you do not receive it because your email address is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, it will be deemed that you have been provided with the communication. You can update your User Credential any time by sending an email to [email protected]
You may give the Company a notice under these Terms by sending an email to [email protected] or contact the Company through support located on the Website. All communication and notices pursuant to these Terms must be given in English language.
If any term, provision, covenant, restriction, clause or provision of these Terms is held to be invalid, illegal, unlawful, void or unenforceable, the remainder of the terms, provisions, covenants, restrictions, clauses or provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, restriction, clause or provision. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, restrictions, clauses or provisions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
These Terms constitute the entire agreement between you and the Company with respect to the subject matter hereof and substitutes and supersedes any and all previous written or oral statements between you and the Company. No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to exercise or enforce any right or provision of these Terms not any delay in exercising will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
Materials, such as the Whitepaper, published on the Website or elsewhere, are not binding and do not – unless explicitly referred to herein – form part of these Terms, and are of descriptive nature only.
The Company may, at its sole discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole discretion, shall be void.
Purchasing the Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us.
Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
Parts of these Terms will be automatically executed by the Smart Contract System. In the event of any inconsistency, these Terms are the original source of the rights and obligations and the Smart Contract System serves only for the automatic execution of these Terms. Then in case of conflict between these Terms and Smart Contract System, these Terms will prevail and will therefore be the binding version for both parties.
The Company reserves the right to make changes, amendments, supplementations or modifications to these Terms at any time in its sole discretion and for any reason. We suggest that you review these Terms periodically for changes. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice on the Website or by posting the amended Terms on the Website and updating the date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new Users for participating in the Pre-sale and purchasing the Tokens. In all other cases, the amended Terms will become effective for pre-existing Users upon the earlier of either: (i) the date Users receives the notice on the Website or their email address, or (ii) continued participation in the Pre-sale 15 days after the Company publishes notice of such changes. Any amended Terms will apply prospectively to the Pre-sale after such changes become effective.
The notice of change of these Terms is considered as notice of termination of all rights and obligations between you and the Company derived from these Terms, if you do not accept the amended Terms. If you do not agree to any amended Terms and you communicate your disagreement to the Company, the agreement between you and the Company is terminated by expiry of 15 days period which starts after (i) the Company provides you a notice of change of these Terms or the Company publishes notice of such changes and (ii) you communicated your disagreement with the changes. If you do not inform us regarding your disagreement within the 15 days period after the Company provides you a notice of change of these Terms or the Company publishes notice of such changes, we will deem that you agree with the changed Terms.
These Terms are not boilerplate. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms, please contact the Company and immediately navigate away from the Website. Do not use the Website, the Service or other related services and participate in the Pre-sale or purchase the Tokens until you and the Company have agreed upon new terms and conditions.
The rights and remedies conferred on the Company by, or pursuant to, these Terms are cumulative and are in addition, and without prejudice, to all other rights and remedies otherwise available to the Company at law.
Please find a detailed information in the Gledos Whitepaper published on the web page www.gledos.io
Certain Risks Relating to purchase, sale, ownership, custody and use of the Tokens and participating in the Pre-sale.
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in these Terms, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
There is a risk that in some jurisdictions the Tokens might be considered to be securities or some other type of regulated instrument in the future. The Company does not give warranties or guarantees that the Tokens are not a security in any and/or all jurisdictions. Each User of the Tokens shall bear its own legal or financial consequences of the Tokens being considered a security in their respective jurisdiction. Every User is bound to check if acquisition and disposal of the Tokens is legal in its jurisdiction, and by accepting these Terms each User undertakes not to use the Tokens should their use not be legal in the relevant jurisdiction. If a User establishes that the use of the Tokens under these Terms is not legal in its jurisdiction, it should not use the Tokens, not acquire them and should immediately stop using or possessing them if such case arises.
By purchasing, selling, holding, owning, and using the Tokens and participating in the Pre-sale, you expressly acknowledge and assume the following risks:
- Risk of Losing Access to the Tokens Due to Loss of Private Key(s), Custodial Error or your Error
- Risks Associated with the Ethereum Protocol
- Risk of Mining Attacks
- Risk of Hacking and Security Weaknesses
- Risks Associated with Markets for the Tokens
- Risks Associated with Uncertain Regulations and Enforcement Actions
- Risk of Uninsured Losses
- Risks Arising from Taxation
- Risk of Competing the Services
- Risk of Insufficient Interest in the Services
- Risks Associated with the Development and Maintenance of the Services
- Risk of an Unfavourable Fluctuation of ETH Value
- Risk of Hard Fork
- Risk of Dissolution of the Company or the Services
- Risks Arising from Lack of Governance Rights
- Risks Arising from the Education market
- Unanticipated Risks p>Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit B. there are other risks associated with your purchase, sale, ownership, custody, possession, and use of the Tokens, including those that the Company cannot reasonably foresee. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit B.
- Sybil & Outsourcing Attacks
- The 51% Attack
- Byzantine faults
- Eclipse attacks
- Hostage data attacks
- Internet transmission risks
- Less than full amount the Tokens sold
A private key, or a combination of private keys, is necessary to control and dispose of the Tokens stored in you digital wallet or vault. Accordingly, loss of requisite private key(s) associated with you digital wallet or vault storing the Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store the Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to precisely follow the procedures set forth in for buying and receiving the Tokens, including, for instance, if you provide an incorrect receipt address, or provide an address that is not ERC-20 compatible, may result in the loss of your Tokens.
Because the Pre-sale, the Crowdsale, the Smart Contract System, the Tokens and the Services are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Pre-sale, the Crowdsale, the Smart Contract System, the Services or the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Pre-sale, the Crowdsale, the Smart Contract System, the Tokens and the Services, including the utility of the Tokens for obtaining the Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. Smart contracts concepts, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating the Tokens, the Pre-sale and the Crowdsale will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of Payment Currency contributions and/or the Tokens.
As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating the Tokens transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Services and the Tokens, including, but not limited to, accurate execution and recording of transactions involving the Tokens. You understand and accept that the miners will ultimately be in control of the delivery of the Tokens via the smart contract mechanism, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the smart contract mechanism, and that such a scenario could lead to the Tokens losing intrinsic value and/or functionality.
Hackers or other malicious groups or organizations may attempt to interfere with the Pre-sale, the Crowdsale, the Smart Contract System, the Ethereum Wallet, the User’s Ethereum Wallet, the Services or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Smart Contract System and the Services are based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Services, the Pre-sale, the Crowdsale, the Ethereum Wallet, the User’s Ethereum Wallet or the Smart Contract System, which could negatively affect the Services, the Pre-sale, the Crowdsale, the Smart Contract System, the Ethereum Wallet, the User’s Ethereum Wallet and the Tokens, including the utility of the Tokens for obtaining the Services.
The Tokens are intended to be used solely within the Services and the Company may not enable or otherwise facilitate any secondary trading or external valuation of the Tokens. This may restrict the contemplated avenues for using the Tokens to the provision or receipt of the Services, and could therefore create illiquidity risk with respect to any the Tokens you own. Even if secondary trading of the Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to the Tokens (e.g., as denominated in a fiat or digital currency), such value may be extremely volatile and diminish to zero. If you are purchasing the Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered by the Company or its affiliates on an investment or speculative basis. You further acknowledge that any funds you consider to be invested in the Company, the Services or the Tokens will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and will not, for instance be guaranteed by any Slovenian’s guarantee scheme, and is unlikely to be protected by any equivalent scheme in a jurisdiction outside of Slovenia.
Blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the smart contract implemented in the Pre-sale, the Crowdsale and which may, inter alia, result in substantial modifications to the smart contract and/or the Services, including its termination and the loss of your Tokens. Additionally, regulation of the business of the Company may be uncertain in various jurisdictions owing to the potential crossovers between the treatment of the business of the Company across insurance services and blockchain technology laws and regulations. It is not known what regulatory framework the Pre-sale, the Crowdsale and the Services will be caught by, the nature and obligations that will be imposed on the Company in order to comply with any such regulatory framework or when/if the Company will even be able to apply to be regulated so that it may lawfully carry out its proposed business activities.
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Services and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Services and the Tokens. Regulatory actions could negatively impact the Services and the Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Unlike bank accounts or accounts at some other financial institutions. The Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Company, to offer recourse to you.
The tax characterization of the Tokens is uncertain. You must seek your own tax advice in connection with purchasing the Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements. You are urged to consult your own tax adviser as to the tax consequences of the ownership and disposition of the Tokens, including the applicability and effect of any other tax laws or tax treaties, and of pending or proposed changes in applicable tax laws, and of any actual changes in applicable tax laws.
It is possible that alternative services could be established that utilize the same open source code and protocol underlying the Services and attempt to facilitate services that are materially similar to the Services. The Services may compete with these alternatives, which could negatively impact the Services and the Tokens, including the utility of the Tokens for obtaining the Services.
It is possible that the Services will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed services more generally. Such a lack of use or interest could negatively impact the development of the Services and therefore the potential utility of the Tokens, including the utility of the Tokens for obtaining the Services. The creation and issue of the Tokens and the development of the Services may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). You therefore understand and accept that there is no warranty or assurance that, even if the Services is partially or fully developed and launched, you will receive any benefits through the Tokens that you hold.
The Services is still under development and may undergo significant changes over time. Although we intend for the Tokens and the Services to function as described in Exhibit A and intends to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or the Services for any number of legitimate reasons. Moreover, we have no control over how other participants will use the Services, what products or services will be offered through the Services by third parties, or how third-party products and services will utilize the Tokens (if at all). This could create the risk that the Tokens or the Services, as further developed and maintained, may not meet you expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the Services, it is still possible that the Services will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Services and the Tokens, and the potential utility of the Tokens, including the utility of the Tokens for obtaining the Services. The Company makes no warranties or representations and offers no assurances (in each case whether express or implied) that the Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the Services.
The Company intends to use the means received from the Pre-sale and the Crowdsale to fund the maintenance and development of the Services, as described further in Exhibit A. The means received from the Pre-sale and the Crowdsale will be denominated in Ether, and may be converted into other cryptographic and fiat currencies. If the value of ETH fluctuates unfavourably during or after the Pre-sale and the Crowdsale, we may not be able to fund development, or may not be able to develop or maintain the Services in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavourable fluctuation in the value of ETH including uncertainties created by the lack of resolution to the bitcoin scaling debate, the possibility of a so-called “Hard Fork” of bitcoin if one of the competing camps in the scaling debate decides to force the issue; another DAO-like attack on the Ethereum platform; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
The Services will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to the Tokens may be required (hard-fork of the Tokens) and if you decide not to participate in such upgrade, you may no longer be able to use your Tokens and any non-upgraded Tokens may lose their functionality in full.
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in the Tokens’ utility (including their utility for obtaining the Services), the failure of commercial relationships, or intellectual property ownership challenges, the Services may no longer be viable to operate or the Company may dissolve.
Because the Tokens confer no governance rights of any kind with respect to the Services or the Company, all decisions involving the Company’s products or the Services or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or the Services, to create and sell more Tokens for using the Services, or to sell or liquidate the Company. These decisions could adversely affect the Services and the utility of any Tokens you own, including their utility for obtaining the Services.
The Education market, and by extension the Services, is subject to a variety of federal, state and international laws and regulations, including those with respect to KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Services could be enacted, which could impact the utility of the Tokens and the Services. Additionally, the Services participants are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Services and the Tokens, including the Tokens’ utility for obtaining the Services.
Creating multiple (Sybil) identities would theoretically allow for malicious nodes to pretend to store more copies of the same data, but having them stored only once and quickly fetched from the storing location when required to prove they are providing the service. This issue is addressed by establishing a similar mechanism to the Proof-of-Replication introduced in the Whitepaper applied to graphs, with the consideration that the data used for the Services is public by design. With these preconditions in place, encryption is used to prove replication and not used to obscure data - it is up to the data creator to encrypt the input information they require to be obscured before inputting data into the system.
A 51% attack is usually defined as an ability to control an overwhelmingly large amount (at least 51%) of power in a decentralized system (i.e. hashing power in Ethereum), which then grants the ability to manipulate data. In terms of data integrity of the Services, such an attack is not a problem as for each graph it is deterministically verifiable that the data hasn’t been changed by comparing the hash extracted from the DH node with the cryptographic fingerprints in the blockchain layer. Additionally, DH nodes are incentivized to store in its proper form in order to be able to prove storage and receive compensation. If a node fails to provide proof of retrievability / replication, it can be easily substituted by another node in the system by the data creator.
Byzantine faults are defined as faults caused by nodes to deliver supply chain graph data either by being unavailable or having an incorrect data response. An incorrect response is defined as a response that cannot be validated by an appropriate hash fingerprint on the blockchain layer of services. Because of the data governance consensus of replicating the graph data in data holder nodes (where is the number of distinct supply chain data creator nodes), the probability of failure to deliver the requested data significantly diminishes with the number of involved nodes in the exchange. When a DH node fails to deliver service for a required period of time, the data distribution protocol is used to find a new candidate node and replicate the data to keep the required number of copies of the services.
Isolating a node or a multitude of them from the Services by having all outbound connections reach malicious nodes is called the eclipse attack. This is addressed by using public key hashes as node IDs in Kademlia. To eclipse a node for using the Services the attacker has to generate key pairs that position themselves closer in Kademlia to the targeted node than its nearest non-malicious neighbour, as well as maintaining that position when new nodes join with closer IDs. This problem grows in complexity as more nodes are introduced for using the Services and essentially presents a form of proof-of-work problem.
A malicious node might refuse to deliver certain graph data in order to extort data owners for additional tokens. This possibility is mitigated by replicating graph data across a multitude of nodes.
There are risks associated with using the Tokens including, but not limited to, the failure of hardware, software, and Internet connections. The Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Website, the Services and the Tokens, howsoever caused.
There can be no assurance that more than the minimum amount of the Tokens (Soft Cap) will be sold during the Pre-sale and the Crowdsale. In that case, less than the maximum necessary funds will be available to the Company and, consequently, its technology development and business development plans and prospects could be adversely affected.