The Tokens are not offered by ICOVO AG, Zug, Switzerland (“ICOVO”) to minors or to any citizens or persons from a jurisdiction in which it is impermissible or restricted to offer, distribute, purchase, sell, or retain cryptographic tokens. By purchasing Tokens, you warrant that you are neither a minor or a citizen or person from a jurisdiction in which it is impermissible or restricted to offer, distribute, purchase, sell, or retain cryptographic tokens. You acknowledge that any purchase of Tokens by minors or citizens or persons from a jurisdiction in which it is impermissible or restricted to offer, distribute, purchase, sell, or retain cryptographic tokens under these Terms will be rendered null and void. If you are not sure if you are a minor or a citizen or person from a jurisdiction in which it is impermissible or restricted to offer, distribute, purchase, sell, or retain cryptographic tokens, do not participate in this Token sale. The distribution of these Terms in certain jurisdictions may be restricted by law. These Terms shall not be sent and or addressed wholly or in part, directly or indirectly, to any minors or citizens or persons in any other jurisdiction in which it is impermissible or restricted to offer, distribute, purchase, sell, or retain cryptographic tokens. These Terms or any other materials provided by ICOVO do not constitute a prospectus of any sort, are not a solicitation for investment, and do 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. Note that Section 28 contains a binding arbitration clause, which, if applicable to you, affects your legal rights. If you do not agree to or understand these Token Sale Terms and Conditions, do not purchase Tokens.
Table of Contents
- Platform, Purpose, and Use of Tokens
- Scope of Terms
- Cancellation or Refusal of Purchase Requests
- Token Sale Procedures and Specifications
- Acknowledgment and Assumption of Risks
- Intellectual Property Rights
- Personal Information
- Non-Compliance with these Terms
- Limitation of Liability
- Third Party Beneficiaries
- Relationship between You and the Company
- No Waiver
- Disruption Event
- Force Majeure
- Entire Agreement
- Title to Tokens; Risk of Loss
- Dispute Resolution and Arbitration
- Governing Law and Venue
|Annex A||Certain Risks Relating to Purchase, Sale, and Use of Tokens|
- Risk of Losing Access to Tokens Due to Loss of Private Key(s)
- Risks Associated with the Ethereum Protocol
- Risk of Mining Attacks
- Risk of Hacking and Security Weaknesses
- Risks Associated with Markets for 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 Platform
- Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
- Risk of Dissolution of the Company and Platform
- Risks Arising from Lack of Governance Rights
- Risks Involving Exchange of Information
- Operational and Technology Risks
- Dependence upon Persons Essential of the Company
- Unanticipated Risks
Your purchase of OVO Tokens ( “Tokens”) during the Offering Period from ICOVO AG, Zug, Switzerland (the “Company,” “we,” or “us”) is subject to these Token Sale Terms and Conditions, including its Annexes and the White Paper posted at https://icovo.co/, which form an integral part of these Token Sale Terms and Conditions (the “Terms”). Each of you and the Company is a “Party,” and together the “Parties.”
By purchasing Tokens from the Company 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.
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:
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 Tokens
As detailed in our White Paper, we will create the ICOVO platform (the “Platform”), which will be based on blockchain technology. The Platform provides functions to both ICO organizers and investors to support running or investing in ICOs, and has the intention to provide an improved ICO environment. The Platform will consist of the smart contract named DAICOVO, the smartphone app named ICOVO App, the website named ICOVO Web, the media site named ICOVO Media, and the Ethereum Name Service function.
The Tokens are cryptographic digital code built with several Ethereum-based smart contract software codes (jointly, the Smart Contract System) created by the Company running on the public Ethereum blockchain.
Provided that the Company is able to successfully develop the Platform, Tokens can be used by ICO investors to purchase other tokens sold by ICO projects listed on the Platform. Depending on the success of the Platform, the Company, along with third-party service providers, may build value on top of the Platform, for instance by offering other services that can be paid for with Tokens (“Further Benefits”). It is important to know that Further Benefits have not yet been agreed by the Company. You acknowledge and agree that you have no contractual claim under these Terms for such Further Benefits.
Important additional details regarding the Platform, the Tokens and the Company are provided in the White Paper.
Ownership of Tokens carries no rights, express or implied, other than the limited right
to use Tokens as payment means on the Platform (if successfully completed
and deployed), subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below). In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform, the Company or its corporate affiliates. The Tokens arenot intended to be a security, commodity or any other kind of financial instrument.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the Offering Period. Any access and use of the Platform will be governed primarily by other applicable terms and policies which depend on applicable laws and have not yet been drafted (collectively, the “Platform Terms and Policies”). We may add new terms or policies to the Platform Terms and Policies at our sole discretion, and may update each of the 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 Platform Terms and Policies shall prevail with respect to any issues relating to the usage of the Tokens on the Platform.
Cancellation or Refusal of Purchase Requests
Your purchase of Tokens from us during the Offering Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. By placing a request for Tokens during the Offering Period, you make a binding offer to purchase Tokens pursuant to the Terms and no other terms. Any variations made to the Terms by you in any request are void and have no effect. The Company has the right to accept, cancel or reject any requests for Tokens at any time at its sole discretion without stating any reason. The Company may accept any request for Tokens by confirming the request (whether by email or otherwise) or by delivering Tokens, whichever occurs first. No request is binding on the Company unless accepted by the Company as provided in these Terms.
Token Sale Procedures and Specifications
Important information about the procedures and material specifications of the Tokens
is provided in the White Paper, including, but not limited to, details regarding the timing and pricing of the Tokens, the number of Tokens we will sell, and our anticipated use of the Token sale proceeds. By purchasing OVO Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using 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 Tokens, you expressly acknowledge and assume these risks.
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 Tokens and the 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 as such in these Terms.
All content included in the White Paper, the Tokens, the Platform, and associated products and services, such as, but not limited to, text, graphics, logos, images, and source code, as well as the compilation thereof, is the property of the Company 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 not make any changes thereto.
You are solely responsible for implementing measures for securing the wallet, vault, or other storage mechanism you use to receive and hold Tokens you purchase from the Company, 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 for any such losses.
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 - regarding selling Tokens to you (see Section 10). Such information may include your name, address, phone, email, 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 sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.
We collect and process information and Personal Information only to the extent required for the performance of these Terms. We will not disclose your information and Personal Information to any third parties, except as set forth in these Terms or where such disclosure is permitted by applicable law. Even within the Company, access to your information and Personal Information is limited to a sub-set of employees who perform obligations of the Company under these Terms.
When you use our website to purchase Tokens, we collect information sent to us by your computer, mobile phone, or other access device, which may qualify as Personal Information. This information 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 Token sale and to recognize you as a purchaser of Tokens; (ii) to customize our website and advertising; (iii) to measure promotional effectiveness; and (iv) to mitigate risk, help prevent fraud, and promote trust and safety.
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 protect your information and 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, and 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 information and Personal Information with:
- the ICOVO team if required for the development or operation of the 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 service 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, please contact us at firstname.lastname@example.org.
The price of the Tokens includes all taxes (if any) due by the Company for the sale of Tokens under the laws of Switzerland. You are solely responsible for determining what, if any, taxes apply to your purchase of 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. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.
By purchasing Tokens, you warrant that:
- You have a good understanding of the English language, have read and understand these Terms (including all Annexes);
- 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 the Tokens as further described in Annex A;
- You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;
- You understand that the Tokens confer only the right to use Tokens as payment means on the Platform - provided that the Platform has been successfully developed at all - and confer no other rights of any form with respect to the Platform or the Company or its corporate affiliates, including, but not limited to, any distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You are purchasing Tokens to use them as payment means on the Platform. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative, or other financial purposes;
- Your purchase of 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 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;
- If you are purchasing 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 purchase of the Tokens or use of the 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, the 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 Platform and the Tokens.
- cooperate with the Company and provide to the Company, upon request, with proof of identity, the source(s) of funds and other documentation or other information that the Company may require from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including, but not limited to, anti-money laundering legislation and regulations. Such cooperation includes the willingness to be subject to a video and online identification procedure according to the Circular 2016/7 Video and online identification of the Swiss Financial Market Supervisory Authority ("Know Your Customer");
- comply with any applicable tax obligations in your jurisdiction arising from your purchase of 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 not share or disclose the private key or account credentials with any other party. If you transfer the 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 the Company will not issue Tokens and has no repayment obligation with respect to funds received if you are in breach of any warranty in Section 10, any covenant in Section 11, or any other provision of these Terms or if the Know Your Customer Procedure has not been completed to the Company's satisfaction before the purchase of Tokens. Nothing in this Section 12 shall be construed as limiting the Company'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 the Company, its affiliates and the Company'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 (the “Company Parties”) 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 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.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 13. 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.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by us, (i) 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 non-infringement; (ii) we do not warrant that the Tokens are reliable, current, or error-free, meet your requirements, or that defects in the Tokens will be corrected; and (iii) we cannot and do not warrant that the Tokens or the delivery mechanism for Tokens are free of viruses or other harmful components.
The limitations set forth in Section 14 will not limit or exclude liability for gross negligence or willful misconduct of the Company.
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 may not apply to you. In such cases, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section 14 will remain valid and enforceable.
Limitation of Liability
To the fullest extent permitted by applicable law: (i) in no event will the Company or any of the Company Parties be liable for any indirect, special, 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 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 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 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 15 will not limit or exclude liability for the gross negligence, fraud, or intentional, willful, or reckless misconduct of the Company.
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 the Company and the other Company Parties 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 Platform and the acts or omissions of third parties.
If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, it will be so held to the minimum extent required by law and such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify these Terms to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
These Terms constitute the entire agreement between you and the Company relating to your purchase of Tokens from the Company. The Company may make changes to these Terms from time to time, but only as reasonably required to comply with applicable law or regulation. If the Company makes changes, the Company will post the amended Terms at https://icovo.co/ and update the “Last Updated” date above. The amended Terms will be effective immediately and your continued interest, use, or holding of the Tokens you purchased shall constitute your acceptance of the modified terms.
You may not assign any of your rights or delegate any of your obligations under these Terms before the Company has delivered the Tokens to you. Thereafter, you may transfer the whole contractual relationship including the Tokens to any third party, without requiring the Company's consent (given implicitly). You acknowledge and agree that any transfer of Tokens after the Company has delivered the Tokens to you is always a transfer of the contractual relationship (i.e. these Terms). The Company may assign any of its rights or delegate any of its obligations to any person including, but not limited to, affiliates. Any purported assignment or delegation of Tokens in violation of this Section is null and void.
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 the Company
Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employee/employer or agency relationship. Neither Party hereto 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.
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
In the event of a Disruption Event, during the Offering Period, the Company shall have the right to suspend the Token sale for up to forty-eight (48) hours. If the Company elects to suspend the Token sale, the Company will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token sale, the Company will announce the resumption at least four (4) hours in advance. If the Company suspends the Token sale for a certain period of time (the “Suspension Period”) pursuant to this Section 23, the Company will determine in its sole discretion whether to (i) nevertheless end the Token sale on the scheduled end date, or (ii) extend the Offering Period equal to the Suspension Period. The Company shall provide notice of its election in this regard in the public announcements of the resumption of the Token sale 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 Token sale and such disruption has an adverse effect on the implementation of the Token sale, (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 Token sale.
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 Tokens or the Platform, acts of God, fire, flood, explosion, wars, terrorism, riots, civil disturbances and strikes, or other work stoppages.
These Terms, together with Annexes and the White Paper, constitute the sole and entire agreement of the Parties with respect to the sale of 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 these Terms, the following hierarchy shall apply: (1) the provisions of these Terms without the Annexes and the White Paper, (2) the Annexes, (3) the White Paper. In the event of inconsistency between provisions in different Annexes the more specific provision shall prevail. Capitalized terms used, but not otherwise defined, in these Terms (without the Annexes and the White Paper) shall have the meanings ascribed to them in the Annexes and the White Paper.
It is agreed and understood by the Parties that the Smart Contract System (code) used for the 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.
Title to Tokens; Risk of Loss
You understand and acknowledge that title to, and risk of loss of, Tokens you receive from the Smart Contract System (as defined and explained in the White Paper) passes from the Company to you in Switzerland.
Any notice required or permitted by these Terms will be deemed sufficient when sent by email to the email address you provided. If you fail to provide a valid email address, you waive your right to any notices by the Company contemplated by these Terms.
Dispute Resolution and 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.
Governing Law and Venue
These Terms and the acquisition and loss of rights related to and interest in the 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 Tokens qualify as right or property under the applicable laws. 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 will be resolved by the competent courts at the seat of ICOVO AG in Switzerland.
Annex A: Certain Risks Relating to Purchase, Sale, and Use of Tokens
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 this Annex A 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 this Annex A, (ii) any error, omission, or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:
Risk of Losing Access to Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing 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 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 follow precisely the procedures set forth for buying and receiving Tokens, including, for instance, providing the wrong address for the purchaser address or providing an address that is not ERC-20 compatible, may result in the loss of your Tokens and/or Accepted Assets.
Risks Associated with the Ethereum Protocol
Because the Platform and the Tokens are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have a material adverse effect on the Platform and the Tokens as well as negative effects on the Company 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 Platform and the Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol and result in negative effects on the Company and its affiliates.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, the 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 Platform and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens. Furthermore, such attacks may have negative effects upon the Company and its affiliates as well as the Company’s 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 Platform 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 Platform is 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 Platform which could negatively affect the Platform, the Tokens and the Company as well as its affiliates. Hackers or other malicious groups or 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 Tokens.
Risks Associated with Markets for Tokens
The Tokens are intended to be used solely for the Platform, and the Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens (except as stated otherwise in these Terms). This restricts the contemplated avenues for using Tokens and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of 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 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, 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 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 Platform 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 Platform and the Tokens. Regulatory actions could negatively impact the Platform, the Tokens, and the Company as well as its affiliates in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. 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.
Risks Arising from Taxation
The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing 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 Platform and attempt to achieve the same purpose as the Platform. The Platform may compete with these alternative platforms, which could negatively impact the Platform, the Tokens, and the Company as well as its affiliates, in particular the Company’s and its affiliates’ financial situation.
Risk of Insufficient Interest in the Platform
The Company is still very young and the sustainability of the model of the Platform has not yet been tested. It is possible that the 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 Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of Tokens. Such lack of insufficient interest could also impact the Company and its financial situation.
Risks Associated with the Development and Maintenance of the Platform
The Platform is still under development and may undergo significant changes over time. Although we intend for the 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 Tokens for any number of legitimate reasons. This could create the risk that the Tokens or the 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 Platform, it is still possible that the Platform experiences malfunctions or otherwise fails to be adequately developed or maintained or that we experience that the proceeds raised during the Offering Period are not sufficient to develop the Platform, which may negatively impact the Tokens, Company, its affiliates, and the Platform or leads to the Platform never being finished.
Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
The Company intends to use the proceeds from selling Tokens to fund the maintenance and development of the Platform as described further in the White Paper. The proceeds of the Token sale 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, the Company may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended, which may negatively impact the Tokens, the Platform, and the Company as well as its affiliates.
Risk of Dissolution of the Company and 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 Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company as well as its affiliates may be dissolved.
Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the Platform or the Company or its affiliates, all decisions involving the Platform or Company will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to create and sell more Tokens for use on the Platform, or to sell or liquidate the Company or its affiliates. These decisions could adversely affect the Platform and the Tokens you hold.
Risks Involving Exchange of Information
As the Company provides a Platform to users, the information exchanged on the 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 Platform, there is the risk that information on the Platform may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control. The risk that the Platform may face increasing interruptions and additional security vulnerabilities could adversely affect the Platform and therefore the future utility of any Tokens that you hold. It could also have negative impacts on the Company or its affiliates.
Operational and Technology Risks
The Platform is new, and the development may take longer than expected to result in the intended usefulness for the Tokens. The 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 Tokens or the ability to use or sell them. The functionality of the Tokens is complex and will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the Tokens and the Platform is not yet complete, and no assurance can be provided of such completion.
Dependence upon Persons Essential of the Company
The success of the Company and the 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 the Company. 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 the Company, the Tokens, and the Platform and its success. In addition, certain of the abovementioned persons have information and know-how that are of great importance to the Company and the Platform. It cannot be excluded that the Company will not be able to retain these persons in the long term. A loss of know-how and information could have a negative effect on the Tokens, the Platform, and the Company's or its affiliates’ business activity and performance.
Cryptographic tokens such as the 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 Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A.