You Are solely responsible for searching legal, tax, regulatory, accounting and financial advice in the jurisdictions relevant to you. The OVO-Tokens are not offered by ICOVO directly or indirectly to minors, U.S. Citizens or U.S. Persons, or to citizens or persons from a country or jurisdiction where such offer would be considered unlawful or in which it would otherwise breach any applicable law or regulation or which would require ICOVO to amend any term or condition of the ICO in any way or which would require to make any additional action with regards to, any governmental, regulatory or legal authority. (together "Restricted Jurisdictions"). By purchasing OVO-Tokens you warrant that you are neither a minor, a U.S. Citizen or U.S. Person nor that you are located in the U.S. and are not participating in the Initial Token Offering from the U.S. Furthermore, you warrant that you are not a citizen or person from a Restricted Jurisdiction. You acknowledge that any purchase of OVO-Tokens by minors, U.S. Citizens or U.S. Persons, or citizens of the Restricted Jurisdictions, under these Terms will be rendered null and void. If you are not sure if you are a minor, a U.S. Citizen or U.S. Person, or a citizen or person of the Restricted Jurisdictions, do not participate in this Initial Token Offering. The distribution of these Terms may be restricted by law in certain jurisdictions. These Terms shall not be sent and or addressed wholly or in part, directly or indirectly, to any minors, U.S. Citizens or U.S. Persons, or citizens and persons in a Restricted Jurisdiction. The acquisition of OVO-Tokens is speculative and carries significant financial risk, including but not limited to, the possible loss of all value.
An international overview about regulators' statements on initial coin offerings can be found on the Website of The International Organization of Securities Commissions (IOSCO): https://www.iosco.org/publications/?subsection=ico-statements. However, ICOVO has not conducted an assessment as to the accuracy and completeness of the information provided there.
Table of Contents
- Platform, Purpose and Use of OVO-Tokens
- Scope of Terms
- Token Sale Specifications
- Intellectual Property Rights
- Wallet Security
- Tax Implications
- Representation and Warranties
- Non-Compliance with these Terms
- Limitation of Liability
- Third Party Beneficiaries
- Relationship between you and ICOVO
- Disruption Event
- Force Majeure
- Entire Agreement
- Receipt of Notice
- Dispute Resolution, Arbitration
- Governing Law
|Annex A||Certain Risks Relating to Purchase, Sale and Use of OVO-Tokens|
- Risk of Losing Access to OVO-Tokens Due to Loss of PrivateKey(s)
- Risks Associated with the Ethereum Protocol
- Risk of Mining Attacks
- Risk of Hacking and Security Weaknesses
- Risks Associated with Markets for OVO-Tokens
- Risk of Uninsured Losses
- Risks Associated with Uncertain Regulations and Enforcement Actions
- Risks Arising from Taxation
- Risk of Alternative Platforms
- Risk of Insufficient Interest in the Platform
- Risks Associated with the Development and Maintenance of the ICOVO-Platform
- Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
- Risk of Dissolution of ICOVO and the ICOVO-Platform
- Risks Arising from Lack of Governance Rights
- Risks Involving Exchange of Information
- Operational and Technology Risks
- Dependence upon Persons Essential of ICOVO
- Unanticipated Risks
ICOVO, a Swiss Limited Company with its head office in Zug ("ICOVO"), intends to offer 200 million units of a new Ethereum-based token named "OVO" ("OVO-Token") during a limited offer period ("Offering Period") beginning in May 2018 and ending in August 2018 ("Initial Coin Offering" or "ICO").
Your purchase of OVO-Tokens during the Offering Period from ICOVO is subject to these Token Sale Terms and Conditions, including its Annexes and the current Whitepaper (Token Sale Version) published on https://icovo.co/, which form an integral part of these Token Sale Terms and Conditions (“Terms”). Each of you and ICOVO is a “Party” and together the “Parties.”
By purchasing OVO-Tokens from ICOVO during the Offering Period you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at firstname.lastname@example.org.
These Terms do not constitute an invitation to purchase or an offer of OVO-Tokens. Furthermore, these Terms or any other materials provided by ICOVO do not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Neither this document nor any other materials have been (or will be) registered as a prospectus with any governmental authorities. Neither the United States Securities and Exchange Commission (SEC) nor any other regulatory authority has approved these Terms.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter and having fully read and understood the risks set out herein and in Annex A, by purchasing OVO-Tokens you acknowledge and agree (to) the following:
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter and having fully read and understood the risks set out in Annex A, you and the Company agree as follows:
Platform, Purpose and Use of OVO-Tokens
As detailed in our Whitepaper (Service Version), we will create an ICO platform under the name ICOVO (“ICOVO-Platform”), which will be based on blockchain technology. The ICOVO-Platform provides functions to both ICO organizers and participants to support running or investing in ICOs, and has the intention to provide an improved ICO environment. The ICOVO-Platform will consist of the smart contract named DAICOVO, the smart phone app named ICOVO App, the website named ICOVO Web as well as the media site named ICOVO Media.
OVO-Tokens are ERC20 tokens based on the Ethereum blockchain OVO-Tokens are cryptographic digital code built with several Ethereum-based smart contract software codes (jointly "Smart Contract System") created by ICOVO.
As of the date of this Terms the development of the ICOVO-Platform is at an advanced stage. Provided that ICOVO is able to successfully complete the development of the ICOVO-Platform, OVO-Tokens can be used by ICO participants to purchase other tokens sold by ICO projects listed on the ICOVO-Platform. Depending on the success of the ICOVO-Platform, ICOVO, along with third-party service providers, may build value on top of the ICOVO-Platform, for instance by offering other services that can be paid for with OVO-Tokens (“Further Benefits”). It is important to know that Further Benefits have not yet been agreed by ICOVO. You acknowledge and agree that you have no contractual claim under these Terms for such Further Benefits.
Important additional information regarding the ICOVO-Platform, the OVO-Tokens and ICOVO are provided in the Whitepapers (Token Sale Version and Service Version).
Acquisition and ownership of OVO-Tokens provides no rights, express or implied, other than the limited right to use OVO-Tokens as means of payment on the ICOVO-Platform and the limited voting rights according to the DAICO Model described in the Whitepapers (Token Sale Version and Service Version) subject to limitations and conditions in these Terms and Whitepaper (Token Sale Version).
You understand and accept that OVO-Tokens neither confer profit participation rights nor provide the token holder with a conversion right into shares or other equity of ICOVO nor any other right whatsoever, not represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive future revenue shares, intellectual property rights or any other form of participation in ICOVO and its corporate affiliates, other than the rights mentioned in these Terms and the Whitepaper (Token Sale Version).
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of OVO-Tokens from us during the Offering Period. Any access and use of the IVOVO-Platform will be governed primarily by other applicable terms and policies, which are depending on applicable laws and have not yet been drafted (collectively “Platform Terms and Policies”). We may add new terms or policies to the ICOVO-Platform Terms and Policies in our sole discretion, and may update each of the ICOVO-Platform Terms and Policies from time to time according to the modification procedures set forth therein. To the extent of any conflict with these Terms, the ICOVO-Platform Terms and Policies shall prevail with respect to any issues relating to the usage of the OVO-Tokens on the ICOVO-Platform.
Token Sale Specifications
By placing a request for a certain amount of OVO-Tokens during the Offering Period ("Purchase Request"), you make a binding offer to purchase OVO-Tokens pursuant to these Terms. Any variations made to these Terms by you in any request are void and have no effect. ICOVO has the right to accept, cancel or reject any Purchase Requests at any time in its sole discretion without stating any reason. ICOVO may accept Purchase Requests by confirming the request in writing (whether by e-mail or otherwise) or simply by delivering the requested OVO-Tokens to your wallet, whichever occurs first. No Purchase Request is binding on ICOVO unless accepted by ICOVO as provided in these Terms.
Your purchase of OVO-Tokens during the Offering Period is final, and there is no right of withdrawal or the possibility of refunds or cancellations except as may be required by applicable mandatory law or regulation.
You agree and understand that you must follow some rules as part of the onboarding / KYC (Know-Your-Customer) process. Upon request, you agree to provide ICOVO and/or involved third or auxiliary persons with proof of identity, information about source of funds and other documentation or other information that ICOVO may require from time to time in connection with ICOVOS's obligations under, and in compliance with, applicable laws and regulations, including but not limited to anti money laundering legislation and regulations. Such cooperation includes your willingness to be subject to a full identification according to Swiss Anti Money Laundering laws, especially a video and online identification procedure. Every Purchase of OVO-Tokens is subject to a positive AML/KYC check. ICOVO reserves the right to rescind the purchase contract subsequently and reverse it at any time if not all AML/KYC requirements are met.
Important information about the ICO procedure and material specifications of the OVO-Tokens is provided in the Whitepapers (Token Sale Version and Service Version), including, but not limited to, details regarding the timing and pricing of the OVO-Tokens, the number of issued OVO-Tokens and our anticipated use of the ICO proceeds. By purchasing OVO-Tokens, you acknowledge that you understand and have no objection to the ICO procedure and material specifications.
The purchase and any other acquisition of OVO-Tokens carries with it significant risk. Prior to participation, carefully consider the potential risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professional to evaluate the risk entailed.
You acknowledge and agree (to) these risks associated with purchasing OVO-Tokens, holding OVO-Tokens, and using OVO-Tokens, as disclosed and explained in Annex A. If you have any questions regarding these risks, please contact us at email@example.com. By purchasing OVO-Tokens you expressly acknowledge and assume these risks.
ICOVO makes no promises of possible gains or returns. The purchases OVO-Tokens can potentially lose all value.
Intellectual Property Rights
We retain all rights, titles and interests in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
In particular, we retain all intellectual property rights, mostly, but not limited, to copyright, over the source code forming the OVO-Tokens and the ICOVO-Platform. These Terms shall not be understood and interpreted in a way that they would mean assignment of intellectual property rights, unless it is explicitly defined so in these Terms.
All content included in the Whitepapers (Token Sale Version and Service Version), the OVO-Tokens, the ICOVO-Platform and associated products and services, such as, but not limited to, text, graphics, logos, images, source code, as well as the compilation thereof, is the property of ICOVO and protected by copyright, trademark and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
OVO-Tokens are ERC20 tokens on the Ethereum blockchain. You must have access to and only use an ERC20-compliant wallet. To facilitate the transaction ICOVO recommends to download the ICOVO App and use its wallet for any ICO related transaction. It is your responsibility to not lose your OVO-Tokens by losing access to the key(s) which allow access to your wallet and/or allowing malicious third parties to access your keys and/or your wallet. If your private key(s) or other access credentials are lost, you may lose access to your OVO-Tokens irrevocably. ICOVO will not be held liable for any loss of OVO-Tokens and/or other damage incurred by you as a result of the loss of key(s) or attack on your wallet.
You are solely responsible for implementing measures for securing the wallet, vault or other storage mechanism you use to receive and hold OVO-Tokens you.
Throughout this Section, we use the term “Personal Information” to describe information that can be associated with a specific person and can be used to identify that person. We do not consider Personal Information to include information that has been anonymized so that it does not identify an individual person.
We may determine, in our sole discretion, that it is necessary to obtain certain information including Personal Information about you and the source of the funds in order to comply with applicable law or regulation - in particular but not limited to anti-money laundering laws – for the purpose of processing the ICO, especially the contractual relationship between you and ICOVO as well as for the purpose of promoting and communicating the ICO and the ICOVO-Platform. The processed Personal Information may include your name, address, phone number, email address, wallet address, date of birth, passport number, numbers that you may use or have registered with your local tax authority and other similar information. For such purposes, we may also obtain information and Personal Information about you from third parties such as identity verification services. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to deliver you OVO-Tokens until you provide such requested information and we have determined that it is permissible to sell you OVO-Tokens under applicable law or regulation.
We collect and process Personal Information only to the extent required to progress the ICO, to execute the contractual relationship between you and ICOVO as well as for the purpose of promoting and communicating the ICO and the ICOVO-Platform to you. We will not disclose your Personal Information to any third parties, except as set forth in these Terms or where such disclosure is permitted by applicable law.
When you use our website we collect information sent to us by your computer, mobile phone, or other access device, which may qualify as Personal Information. This may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website as well as information about transactions. Furthermore, we (or Google Analytics on our behalf) may place small data files called cookies on your computer or other device. We use such information and these technologies (i) for the efficient handling of the ICO and to recognize you as a purchaser of OVO-Tokens; (ii) customize our website and advertising; (iii) measure promotional effectiveness; and (iv) to mitigate risk, help prevent fraud, and promote trust and safety.
We protect your Personal Information using reasonable physical, technical, and administrative technical and organizational measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we may use are firewalls and data encryption, physical access controls to our data centers as well as information access authorization controls. All of our physical, electronic, and procedural safeguards are designed to comply with applicable laws and regulations.
We reserve our right to share your Personal Information with:
- Employees to progress the ICO and to execute the contractual relationship between you and ICOVO as well as for the development or operation of the ICOVO-Platform;
- our banking partners;
- companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your information and Personal Information, and you would as well receive prior notice of any change in applicable policy);
- third party identification services providers for fraud prevention and to comply with anti-money laundering and know your customer regulations;
- law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of Personal Information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our terms;
- other third parties only with your prior consent or direction to do so.
If you would like to edit your Personal Information or if you would like to exercise another right of the date subject, please contact us at firstname.lastname@example.org.
The issuing price of the OVO-Tokens include all taxes (if any) due by ICOVO for the sale of OVO-Tokens under the laws of Switzerland. However, you are solely responsible for determining what, if any, taxes apply to your purchase of OVO-Tokens, including, for example, sales, use, value added, and similar taxes. It is also your sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. You are urged to consult your own tax advisor as to the tax consequences of acquiring, owning and disposing of OVO-Tokens.
Representation and Warranties
By purchasing OVO-Tokens, whether directly or indirectly you represent and warrant that:
- You have a good understanding of the English language, have read and understood these Terms (including all Annexes) as well as the Whitepaper (Token Sale Version);
- You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing OVO-Tokens as further described in Annex A;
- You have obtained sufficient information about the OVO-Tokens to make an informed decision to purchase the OVO-Tokens;
- You are purchasing OVO-Tokens to use them in connection with the ICOVO-Platform. You are not purchasing OVO-Tokens for investment, speculative or other financial purposes;
- Your purchase of OVO-Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the OVO-Tokens, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
- You are purchasing the OVO-Tokens for your own account. If you are purchasing OVO-Tokens on behalf of any entity (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf and to accept these Terms, and (iii) 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
- You are not (i) a citizen or resident of a geographic area in which acquisition of the OVO-Tokens or use of the OVO-Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, (iii) a citizen or resident of Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, or Yemen, (iv) an individual, or an individual employed by or associated with an entity, identified on 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, or the U.S. Department of State’s Debarred Parties List, or (v) a minor.
- You agree that if your country of residence or other circumstances change such that the above warranties are no longer accurate, that you will immediately cease accessing and using the ICOVO-Platform and the OVO-Tokens.
- cooperate with ICOVO and provide to ICOVO, upon request, with proof of identity, source of funds and other documentation or other information that ICOVO may require from time to time in connection with its obligations under, and compliance with applicable laws and regulations, including but not limited to anti-money laundering legislation and regulations;
- comply with any applicable tax obligations in your jurisdiction arising from your purchase of OVO-Tokens; and
- at all times maintain control of your token receipt address and the private key and any account credentials associated with the token receipt address, and will not share or disclose the private key or account credentials with any other party. If you transfer the OVO-Tokens to another address belonging to you, you will similarly maintain control of, and not share or disclose the private key or account credentials for such other address.
Non-Compliance with these Terms
You acknowledge and agree that ICOVO will not deliver OVO-Tokens to you and has no repayment obligation with respect to funds received if you are in breach of any representations and warranties in Section 9 of these Terms, any covenant in Section 10 of these Terms or any other provision of these Terms or the Know Your Customer Procedure has not been completed, to ICOVO's satisfaction. Nothing in this Section 11 shall be construed as limiting ICOVO's right to any remedies it may have by law, including, without limitation, the recovery of damages for breach of these Terms.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless ICOVO an its affiliates and ICOVO's as well as the affiliates’ respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of OVO-Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
ICOVO reserves the right to exercise sole control over its legal defense, at your expense, of any claim subject to indemnification under Section 12.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by us, (i) the OVO-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 OVO-Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (ii) we do not warrant that the OVO-Tokens are reliable, current or error-free, meet your requirements, or that defects in the OVO-Tokens will be corrected; and (iii) we cannot and do not warrant that the OVO-Tokens or the delivery mechanism for OVO-Tokens are free of viruses or other harmful components.
The limitations set forth in this Section 13 will not limit or exclude liability for gross negligence or willful misconduct of ICOVO.
Limitation of Liability
To the fullest extent permitted by applicable law: (i) in no event will ICOVO or any of its auxiliary persons be liable for any indirect, direct, incidental, consequential, punitive, enhanced 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 or diminution in value) arising out of or in any way related to the sale or use of the OVO-Tokens or the ICOVO-Platform 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 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 ICOVO or any of its auxiliary persons (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 OVO-Tokens or the ICOVO-Platform, exceed the amount you have paid to purchase the OVO-Tokens.
The limitations set forth in this Section 14 does not limit or exclude liability for gross negligence, fraud or intentional misconduct of ICOVO.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
To the fullest extent permitted by applicable law, you release ICOVO and its auxiliary persons from responsibility, liability, claims, demands and 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 users of the ICOVO-Platform and the acts or omissions of third parties.
Should one or more of the provisions or any part of a provision of these Terms be or become void, illegal or unenforceable, then the validity, legality or non-enforceability of the remaining provisions of these Terms shall not be affected thereby and the Parties shall use reasonable efforts to agree upon a new provision which shall, as nearly as possible, have the same commercial effect, meaning and spirit as the ineffective provision and to the purpose of these Terms. To the extent permitted by applicable law, each Party waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. In certain jurisdictions this clause 17 might not be applicable due to consumer protection legislation.
These Terms as well as the Whitepapers (Token Sale Version and Service Version) constitute the entire contractual relationship between you and ICOVO relating to your purchase of OVO-Tokens. We may make changes to these Terms as well as the Whitepapers (Token Sale Version and Service Version) from time to time, but only as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://icovo.co/. The amended Terms as well as the amended Whitepapers (Token Sale Version and Service Version) will be effective immediately and your continued interest, use or holding of the OVO-Tokens you purchased shall constitute your acceptance of the modified terms.
You may not assign any of your rights or transfer any of your rights or obligations under these Terms, including, but not limited to statutory or contractual warranty rights. This clause 19 does not affect the OVO-Tokens themselves. OVO-Tokens may be traded freely on a virtual currency exchange, or otherwise, at any time.
Third Party Beneficiaries
Except as stated otherwise, these Terms are for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Relationship between you and ICOVO
Nothing herein shall be construed to create a joint venture or partnership between the Parties or an employee/employer or agency relationship. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
In the event of a Disruption Event, during the Offering Period, ICOVO shall have the right to suspend the ICO for up to forty-eight (48) hours. If ICOVO elects to suspend the ICO, ICOVO will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the ICO, ICOVO will announce the resumption at least four (4) hours in advance. If ICOVO suspends the ICO for a certain period of time (“Suspension Period”) pursuant to this Section 21, ICOVO will determine in its sole discretion whether to (i) nevertheless end the ICO on the scheduled end date, or (ii) extend the Offering Period equal to the Suspension Period. ICOVO shall provide notice of its election in this regard in the public announcements of the resumption of the ICO following the Suspension Period. A “Disruption Event” means(i) any event or occurrence that causes a disruption in the functionality of the Ethereum network or of the blockchain network underlying any of the accepted payment currencies, and such disruption has a material adverse effect on the processing time for network transactions, or (ii) any event or occurrence that causes a disruption in the functionality of the smart contracts or other software used in connection with the ICO and such disruption has an adverse effect on the implementation of the ICO, (iii) a change in the price of any accepted currencies of twenty percent (20%) or more in any twenty four (24) hour period, or (iv) any compromise of security that has or in our sole good faith determination may have an adverse impact on the ICO.
Neither Party will be liable for any default or delay in the performance of its obligations under these Terms, if and to the extent such default or delay is due to any cause beyond its control which could not have been reasonably foreseen and avoided by the exercise of due care and diligence consistent with the exercise of reasonable business judgment, including but not limited to: changes in applicable regulation that prohibit the OVO-Tokens or the ICOVO-Platform, acts of fire, flood, explosion, wars, terrorism, riots, civil disturbances and strikes, or other work stoppages.
These Terms, together with Annex A and the Whitepapers (Token Sale Version and Service Version) constitute the sole and entire agreement of the Parties with respect to the sale of OVO-Tokens, and supersedes all prior and contemporaneous understandings, agreements and warranties, both written and oral, with respect to such subject matter. In the event of any conflict, inconsistency or ambiguity between provisions in different parts of this these Terms, the following hierarchy shall apply: (1) the provisions of these Terms including Annexes without the Whitepapers (Token Sale Version and Service Version), (2) Whitepaper (Token Sale Version), (3) Whitepaper (Service Version). In the event of inconsistency between provisions in different Annexes the more specific provision shall prevail.
It is agreed and understood by the Parties that the Smart Contract System (code) used for the creation and handling of the OVO-Token does not form an agreement between the Parties. Rather such Smart Contract System is the execution assistance of these Terms and is governed by these Terms.
Receipt of Notice
Any notice required or permitted by these Terms will be deemed received when sent by email to any e-mail address you have provided to ICOVO. If you fail to provide a valid e-mail address, you waive your right to any notices by ICOVO contemplated by these Terms.
Dispute Resolution, Arbitration
Any dispute, controversy or claim arising out of, or in relation to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.
Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual disputes of claims) that cannot be subject to arbitration due to applicable law, shall be subject to the exclusive jurisdiction of the competent courts of Zurich, Switzerland.
These Terms and the acquisition and loss of rights related to and interest in the OVO-Tokens will be governed by and construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules or principles (whether of Switzerland or any other jurisdiction) that would cause the application of the laws of any other jurisdiction, irrespective of whether the OVO-Tokens qualify as right or property under the applicable laws.
These Terms and the acquisition and loss of rights related to and interest in the OVO-Tokens will be governed by and construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules or principles (whether of Switzerland or any other jurisdiction) that would cause the application of the laws of any other jurisdiction, irrespective of whether the OVO-Tokens qualify as right or property under the applicable laws.
Annex A: Certain Risks Relating to Purchase, Sale and Use of OVO-Tokens
IMPORTANT NOTE: As noted in these Terms, the OVO-Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Annex A is intended to form the basis for any investment decision, and no specific recommendations are intended.
By purchasing, holding and using OVO-Tokens, you expressly acknowledge and assume the following risks:
Risk of Losing Access to OVO-Tokens Due to Loss of PrivateKey(s)
A private key, or a combination of private keys, is necessary to control and dispose of OVO-Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing OVO-Tokens will result in loss of such OVO-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 OVO-Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store OVO-Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your OVO-Tokens. Additionally, your failure to follow precisely the procedures set forth for buying and receiving OVO-Tokens, including, for instance, if you provide the wrong address for the purchaser address, or provide an address that is not ERC-20 compatible, may result in the loss of your OVO-Tokens.
Risks Associated with the Ethereum Protocol
Because the ICOVO-Platform and the OVO-Tokens are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the ICOVO-Platform and the OVO-Tokens as well as negative effects on ICOVO and its affiliates, its financial situation and public reputation. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the ICOVO-Platform and the OVO-Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol and result in negative effects on ICOVO and its affiliates.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, the OVO-Tokens are susceptible to attacks by miners in the course of validating token 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 ICOVO-Platform and the OVO-Tokens, including, but not limited to, accurate execution and recording of transactions involving OVO-Tokens. Furthermore, such attacks may have negative effects upon ICOVO and its affiliates, ICOVO and its affiliates financial situation and public reputation.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the ICOVO-Platform or the OVO-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 ICOVO-Platform, is based on open-source software, there is a risk that a third party or a member of ICOVO team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the ICOVO-Platform, which could negatively affect the ICOVO-Platform, the OVO-Tokens and ICOVO as well as its affiliates. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials in your wallet, vault, or other storage mechanism used to receive and hold OVO-Tokens.
Risks Associated with Markets for OVO-Tokens
The OVO-Tokens are intended to be used solely for the ICOVO-Platform, and ICOVO will not support or otherwise facilitate any secondary trading or external valuation of OVO-Tokens (except as stated otherwise in these Terms). This restricts the contemplated avenues for using OVO-Tokens and could therefore create illiquidity risk with respect to the OVO-Tokens you hold. Even if secondary trading of OVO-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 OVO-Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, OVO-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 us, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the OVO-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 ICOVO-Platform and the OVO-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 ICOVO-Platform and the OVO-Tokens. Regulatory actions could negatively impact the ICOVO-Platform, the OVO-Tokens and ICOVO as well as its affiliates in various ways, including, for purposes of illustration only, through a determination that OVO-Tokens are a regulated financial instrument that require registration or licensing. ICOVO 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.
Risks Arising from Taxation
The tax characterization of OVO-Tokens is uncertain. You must seek your own tax advice in connection with purchasing OVO-Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risk of Alternative Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the ICOVO-Platform and attempt to achieve the same purpose as the ICOVO-Platform. The ICOVO-Platform may compete with these alternative platforms, which could negatively impact the ICOVO-Platform, the OVO-Tokens and ICOVO as well as its affiliates, in particular ICOVO’s and its affiliates financial situation.
Risk of Insufficient Interest in the Platform
ICOVO is still very young and the sustainability of the model of the ICOVO-Platform has not yet been tested. It is possible that the ICOVO-Platform 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 ecosystems (such as the ICOVO-Platform) more generally. Such a lack of use or interest could negatively impact the development of the ICOVO-Platform and therefore the potential utility of OVO-Tokens. Such lack of insufficient interest could also impact ICOVO and its financial situation.
Risks Associated with the Development and Maintenance of the ICOVO-Platform
The ICOVO-Platform is still under development and may undergo significant changes over time. Although we intend for the OVO-Tokens to follow the specifications set forth in the White Paper, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the OVO-Tokens for legitimate reasons. This could create the risk that the OVO-Tokens or the ICOVO-Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the ICOVO-Platform, it is still possible that the ICOVO-Platform will experience malfunctions or otherwise fail to be adequately developed or maintained or we experience that the proceeds raised during the Offering Period are not sufficient to develop the ICOVO-Platform, which may negatively impact the OVO-Tokens, ICOVO, its affiliates and the ICOVO-Platform or leads to the ICOVO-Platform never being finished.
Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
ICOVO intends to use the proceeds from selling OVO-Tokens to fund the maintenance and development of the ICOVO-Platform, as described further in the White Paper. The proceeds of the ICO will be denominated in the accepted assets, and converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Offering Period, ICOVO may not be able to fund development, or may not be able to develop or maintain the ICOVO-Platform in the manner that it intended, which may negatively impact the OVO-Tokens, the ICOVO-Platform and ICOVO as well as its affiliates.
Risk of Dissolution of ICOVO and the ICOVO-Platform
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the OVO-Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the ICOVO-Platform may no longer be viable to operate and ICOVO as well as its affiliates may be dissolved.
Risks Arising from Lack of Governance Rights
Because OVO-Tokens confer no governance rights of any kind with respect to the ICOVO-Platform or ICOVO or its affiliates, all decisions involving the ICOVO-Platform or ICOVO will be made by ICOVO at its sole discretion, including, but not limited to, decisions to discontinue the ICOVO-Platform, to create and sell more OVO-Tokens for use on the ICOVO-Platform, or to sell or liquidate ICOVO or its affiliates. These decisions could adversely affect the ICOVO-Platform and the OVO-Tokens you hold.
Risks Involving Exchange of Information
As ICOVO provides the ICOVO-Platform to users, the information exchanged on the ICOVO-Platform is susceptible to a number of risks. The information exchanged may be compromised in the event of a cyber-attack or other malicious activity. Because users can use a variety of hardware and software that may interface with the ICOVO-Platform, there is the risk that information on the ICOVO-Platform may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third party systems and devices that ICOVO does not control. The risk that the ICOVO-Platform may face increasing interruptions and may face additional security vulnerabilities could adversely affect the ICOVO-Platform and therefore the future utility of any OVO-Tokens that you hold. It could also have negative impacts on ICOVO or its affiliates.
Operational and Technology Risks
The ICOVO-Platform is new and the development may take longer than expected to result in the intended usefulness for the OVO-Tokens. The OVO-Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the OVO-Tokens or the ability to use or sell them. The functionality of the OVO-Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected.
Dependence upon Persons Essential of ICOVO
The success of ICOVO and the ICOVO-Platform depends to a considerable extent on the experience and knowledge of the members of the board of directors, the members of the executive board and the key employees, partners, advisors (some are still to be determined) and service providers of ICOVO. In particular, the fact that not all of these persons have yet been appointed poses a risk which could have a negative impact on the business operation of ICOVO, the OVO-Tokens as well as the ICOVO-Platform and its success. In addition, certain of the abovementioned person have information and know-how that are of great importance to ICOVO and the ICOVO-Platform. It cannot be excluded that ICOVO will not be able to retain these persons in the long term. A loss of know-how and information could have negative effect on the OVO-Tokens, the ICOVO-Platform and ICOVO's or its affiliates’ business activity and performance.
Cryptographic tokens such as the OVO-Tokens are a new and untested technology. In addition to the risks included in this Annex A, there are other risks associated with your purchase, holding and use of OVO-Tokens, including those that Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A.