TERMS OF vICOFund™
PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE vICOFund™.
LAST UPDATED: 7 February 2018
You are only allowed to contribute to vICOFund™ if you covenant, represent, and warrant that you are neither a citizen or permanent residence of, nor do you have a primary residence or domicile in:
- The United States of America, including Puerto Rico, the U.S. Virgin Islands, and any other possessions of the United States of America.
Should the above change AT ANY TIME, you covenant, represent, and warrant that you will immediately notify RMAC, LLC by email to: email@example.com
RMAC RESERVES THE RIGHT TO REFUSE vICOFund PARTICIPATION TO ANYONE WHO DOES NOT MEET THE CRITERIA NECESSARY FOR THEIR CONTRIBUTION, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW.
Your participation in the vICOFund™ during the Offering Period (Presale, Mainsale 1,2 and 3) from RMAC (Chile) (“Company,” “we,” or “us”) is subject to these TERMS (TERMS). Each of you and Company is a Party, and together the Parties.
By contributing to vICOFund™, 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
You and Company agree as follows:
“Company” refers to RMAC that distributes, transfers and manages vICO Tokens.
Purpose and Use of Tokens
You understand and accept that Tokens DO NOT represent or confer any value, 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 Company and its affiliates and/or service providers, subject to limitations and conditions in these TERMS.
The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument. Furthermore, the Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded.
Cancellation; Refusal of Purchase Requests
Your purchase of Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing, holding and using Tokens as disclosed and explained in Schedule A. (Below). BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with selling Tokens to you. 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 laws or regulations.
The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are 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 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.
Representations and Warranties
By purchasing Tokens, you represent and warrant that:
(a) you have read and understand these TERMS (including all Schedules);
(b) 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;
(c) you understand that the Tokens confer only the rights specifically described in these TERMS (including all Exhibits) and confer no other rights of any form with respect to the Company or its affiliates and/or service providers, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(e) your purchase of Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to:
(i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens, and entering into contracts with us,
(ii) any foreign exchange, anti-money laundering or regulatory restrictions applicable to such purchase, and
(iii) any governmental or other consents that may need to be obtained;
(f) you will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;
(g) if you are purchasing Tokens on behalf of any entity, you are authorized to accept these TERMS on such entity’s behalf and that such entity will be responsible for breach of these TERMS by you or any other employee or agent of such entity (references to “you” in these TERMS refer to you and such entity, jointly);
(h) you are not a citizen or resident of a geographic area in which access to or use of the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act,
(i) You understand and acknowledge that title to, and risk of loss of, Tokens you receive passes from the Company to you upon purchase.
(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, 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 legal 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.
(b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under clause 9(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US:
(A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT;
(B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND
(C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OR SHALL REMAIN FREE OF VIRUSES, SECURITY VULNERABILITIES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
Limitation of Liability
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND
(II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
(B) 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 Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
(a) Binding Arbitration.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, Disputes) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company:
(i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and
(ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
(b) No Class Arbitrations, Class Actions or Representative Actions.
Any Dispute arising out of or related to these TERMS is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
(c) Notice; Informal Dispute Resolution.
Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e- mail to Company
at email@example.com. Notice to you shall be by email to the then-current email address in your Account. Your notice must include:
(i) your name, postal address, email address and telephone number;
(ii) a description in reasonable detail of the nature or basis of the Dispute; and
(iii) the specific relief that you are seeking.
If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then the Company may, as appropriate and in accordance with this clause 11, commence an arbitration proceeding or, to the extent specifically provided for in clause 11(a), file a claim in court in a jurisdiction as determined by the Company.
(d) Arbitration Proceeding.
Any Dispute arising out or in connection with these TERMS (including all Schedules), including any questions regarding its existence, validity or termination shall be referred to and finally resolved by binding arbitration in a jurisdiction as determined by the Company in accordance with that jurisdictions Arbitration.
(e) Severability of Dispute Resolution and Arbitration Provisions.
If any term, clause or provision of this clause 11 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this clause11 will remain valid and enforceable. Further, the waivers set forth in clause 11(b) are severable from the other provisions of these TERMS and will remain valid and enforceable, except as prohibited by applicable law.
If any term, clause or provision of these TERMS is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these TERMS and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these TERMS.
These TERMS (including all Schedules) constitute the entire agreement between you and “Company” relating to your purchase of Tokens from us. We may make changes to these TERMS from time to time as reasonably required to comply with applicable laws or regulations.
THE AMENDED TERMS WILL BE EFFECTIVE IMMEDIATELY. We may assign our rights and obligations under these TERMS. Our failure to exercise or enforce any right or provision of these TERMS will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these TERMS where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these TERMS are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these TERMS, will be provided in electronic form.
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 Schedule A is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from:
- Reliance on any information contained in this Schedule A;
- Any error, omission or inaccuracy in any such information; or
- 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.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with 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, 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 its platform, which could negatively affect the Tokens.
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 government 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 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 Tokens. Regulatory actions could negatively impact the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. 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 an Unfavorable Fluctuation of Ether and Other Currency Value
The proceeds of the Token sale will be denominated in Ether or Bitcoin, and converted into other cryptographic. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to proceed in the manner that it intended.
Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the Company, all decisions involving the Company will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its investments on the platform, to sell or repurchase more Tokens for use in the Network, or to sell or liquidate the Company. These decisions could adversely affect the Tokens you hold.
Cryptographic tokens are a new and untested technology. In addition to the risks included in this Schedule 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.