PLEASE NOTE THAT U.S. CITIZENS OR RESIDENTS MAY NOT PARTICIPATE IN THE TOKEN SALE. IF YOU ARE A NON-U.S. PURCHASER, YOU MAY ONLY PARTICIPATE IF YOU ARE OUTSIDE OF THE UNITED STATES AT THE TIME OF THE PURCHASE.
TERMS OF TOKEN SALE
The Terms and Conditions (the “T&C”) apply to the buyer of the ACESO NETWORK Token ( “ASO” or “ASO Token”) and future user of the ACESO NETWORK platform. PLEASE READ THESE TERMS CAREFULLY BEFORE PARTICIPATING TO THE TOKEN SALE. THE T&C AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT ACQUIRE TOKENS.
By acquiring the ACESO NETWORK ASO during the token sale period (the “Token Sale”) you will be bound by these T&C, and all terms incorporated by reference. Your acquisition of ASO Tokens is subject to these T&C.
1. Purpose and Use of Tokens in the Network
The purpose of the Tokens is to facilitate use of the related services through the ACESO marketplace created and released by Company (the “ACESO NETWORK”), which allows users to request fixes for malware issues . Specifically, Tokens are intended to incentivize exchange of cybersecurity knowledge (“ Product ”), through Services which can be procured on the Network in the ACESO Market. As such, the Tokens are intended to facilitate interaction on the Network, which is intended to have the functionality set forth in Schedule
1.1 Important additional details regarding the Network, Services, Product, and Company are provided in the White Paper, available at https://aceso.network/files/ACESO_WhitePaper.pdf (the “ White Paper ”). The Tokens do not confer any rights other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in the applicable Network Terms and Policies (as defined below). In particular, you understand and accept that Tokens do not represent, constitute or confer:
(a) any ownership right or stake, share, equity, security, bond, debt instrument, or any other financial instrument or investment or investment carrying equivalent rights;
(b) any right to receive future revenues, shares, intellectual property rights or any other form of participation or governance rights from, in, or relating to the Network and/or Company and its corporate affiliates, other than the ability to use the Tokens in connection with the Services in the Network, subject to these Terms;
(c) any form of money or legal tender in any jurisdiction or any representation of money, including electronic money; or
(d) the provision of any goods and/or services.
As such, protections offered by applicable law in relation to the acquisition, storage, sale, and/or transfer of the instrument and/or investments of the types referred to above shall not apply to any contribution made under these Terms for the acquisition of Tokens or to your storage, sale, and/or transfer of the Tokens. We make no warranties of title or implied warranties of merchantability of fitness for a particular use with respect to the Tokens or their functionality, features, purpose, or attributes in connection with the Network. As a result, you may never receive delivery of Tokens, and you may lose the entire amount of the payment you make to the Company.
As we have limited ability to control third parties’ use of the Network, our responsibility or liability for the actions of third parties on the Network is limited.
2. Scope of Terms
YOU AGREE AND UNDERSTAND THAT YOU ARE PURCHASING TOKENS DURING THE TOKEN SALE FOR YOUR OWN PERSONAL USE AND UTILITY AND TO PARTICIPATE ON THE NETWORK AND NOT FOR INVESTMENT OR FINANCIAL PURPOSES. YOU AGREE AND UNDERSTAND THAT TOKENS ARE NOT A SECURITY OR A CRYPTOCURRENCY AND ACKNOWLEDGE THAT TOKENS MAY LOSE ALL VALUE.
In order to be eligible to participate in the Token Sale, you will have to provide us personal information, as requested (your “User Credentials”). You must also have a wallet or other storage mechanism (“Wallet”) that supports the ERC20 token standard in order to receive any Tokens you purchase from us and provide the address for your Wallet (the “Token Receipt Address”). We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. You must have the ability to send Ether (“ETH”) to the address that we provide (the “Token Deposit Address”). We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from your failing to provide.
4. The ACESO NETWORK Token Principles
(a) In order to fund the development of the ACESO NETWORK ecosystem, tokens will be sold to the public in exchange of cryptocurrencies payment. The ASO token is a coin, which will allow the User to access to ACESO NETWORK platform
(b) ASO Token does not have the legal qualification as a security, since it does not give any rights on dividends or interest. ASO Token is final and non-refundable. ASO Token is not a s hare and does not give any right to participate in the general meetings of the Company. ASO cannot have a performance or a particular value outside the ACESO NETWORK platform. The acquisition and use of ASO Token shall therefore not be done for speculative usage.
(c) ASO Token can be acquired during the Token Sale directly from the Company or after the Token Sale at the Company or an exchanger. By placing the order to acquire ASO Token and if applicable additional due diligence information you are making an offer to the Company to acquire ASO Tokens pursuant to the T&C. ACESO NETWORK will have the sole discretion to accept such offer and transfer ASO Tokens to you or reject such offer if it does not correspond the T&C or the customer due diligence requirements.
(d) Any future User acquiring ASO Token expressly acknowledges and represents that she/he has carefully reviewed the T&C and fully understands the risks, costs and benefits associated with the acquisition of ASO Token as indicated in the T&C.
(e) By transferring ETH to the relevant Token Deposit Address during the Creation Period, you understand and accept that you make a contribution into the Token Deposit Address for the maintenance of the Network. For the White Paper and/or further information on the Network, visit: https://aceso.network/files/ACESO_WhitePaper.pdf . The information contained in the Whitepaper and on https://aceso.network/ (the “Company Site”) are of descriptive nature only, are not binding and – unless explicitly referred to herein – do not form part of the Terms.
(f) You understand and accept that while the individuals and entities, including the Company assigned to this task, will make reasonable efforts to maintain the Network, it is possible that such maintenance may fail and your ASO may become useless and/or valueless due to technical, commercial, regulatory or any other reasons.
(g) You are also aware of the risk that, due to a lack of public interest, the Network could be fully or partially abandoned, be commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. You therefore understand and accept that the transfer of ETH to the Token Deposit Address, and the creation of ASO by the Network carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created ASO, if any, and attributed features of the Network).
(h) By transferring ETH to the Token Deposit Address, you expressly agree to all of the terms and conditions set forth in the “Network Code” existing on the Ethereum blockchain (at the address set forth on the Company Site). You further confirm to have carefully reviewed the Network Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating ASO and contributing into the ACESO Network for the maintenance of the Network.
(i) You furthermore understand and accept that the creation and assignment of the Tokens and the execution of the Services are Network based, consisting of multiple interconnected software codes existing on the Ethereum blockchain (in the form of a smart contract), or other distributed ledger (as determined by the Company), as set forth on the Company Site. Moreover, the Company reserves the right to migrate from the Ethereum protocol to a future protocol, that may or may not currently exist, for any reason, in accordance with the procedures set forth in Section 7.
(j) This document does not constitute a prospectus of any sort, is not a solicitation for investment, does not pertain in any way to an initial public offering or a share/equity offering, and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of the Network.
(k) By transferring ETH to the relevant Token Deposit Address, and/or receiving ASO, no form of partnership, joint venture, agency or any similar relationship between you and the Company and/or other individuals or entities involved with the creation or deployment of the Network is created.
(l) Your contribution into the ACESO Network will not involve any fiat currencies and will strictly be done in cryptocurrencies (ETH only), with the exception of the invitation only Presale Period (defined below), which will permit fiat currency.
(m) deposits into specific accounts determined by the Company in its sole discretion. Specific Presale Permitted Transfers : In addition to transferring ETH, if you are invited and participate in the Presale, you may also transfer fiat to the relevant deposit address or accounts provided by us and discussed below.
5. Cancellation; Refusal of Purchase Requests
Your purchase of ASO from us during the Creation Period is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation, (ii) as to the Token Sale alone, if fewer than the equivalent of $1,000,000 USD in ETH (calculated to the Applicable Exchange Rate (as defined below)) are created during the Creation Period, or (iii) if ETH is sent to us from an address different than the approved Token Receipt Address. If any of (i) or (ii) then ETH or other cryptocurrency sent by you to purchase Tokens may be returned and the purchase and sale will be considered not made. We reserve the right to refuse or cancel Token purchase requests at any time in our sole and absolute discretion and to stop the Presale or Token Sale entirely. To the extent that we refuse or reject a payment, we will exercise reasonable endeavors to secure that the payment is returned to the Wallet from which it was made. However, we do not warrant, represent, or offer any assurances that we will be able to successfully recover and/or return such payments, and, in any event, you accept that any return of your payment will be net of any mining fees applied at the time the payment is made and thereafter until returned (if so returned).
We will provide you web-based support only, which may include email, web forums, and knowledge based support. We will not provide telephone or live support. Our support email is firstname.lastname@example.org.
6. ASO Creation Function
(a) Contribution :
(i) Accepted ERC20 Tokens: Only ASO is accepted on the ACESO Network. The Network does not accept any other type of token. Other than ETH, any other type of token or cryptocurrency sent to the contract address to purchase ASO may not be recoverable.
(ii) Presale Period and Token Sale Period: ASO creation for the Presale begins at the Ethereum block mined soonest after 19:00 UTC on July 28, 2018.
(b) Token Sale Period:
The Token Sale Period will begin on August 28, 2018 at 19:00 UTC, and end within (i) 80 days (November 16, 2018 at 19:00 UTC), (ii) when the Company has received a maximum contribution of the equivalent of $15,000,000 USD in ETH (calculated to the Applicable Exchange Rate) or (iii) when the Company, in its sole discretion, terminates the Token Sale. Once the Token Sale Period ceases, the receiving contract will be marked “finished” and it will reject ETH from that time. The “Applicable Exchange Rate” shall be calculated according to the average of the exchange rate “Close” price denoted in U.S.dollars for the two calendar days prior to and not including the date on which the Token Sale period begins. For the avoidance of doubt, notwithstanding the date and time any Ether are contributed pursuant to these Terms, your contribution amount shall be valued in accordance with the Applicable Exchange Rate, irrespective of the exchange rate as of the date and time any ETH was sent to the address specified by us.
(c) Minimum / Maximum Contribution Amounts Per User :
A minimum contribution of the equivalent of $10 USD in ETH (calculated to the Applicable Exchange Rate) per user is required. No maximum contribution amounts are inbuilt in the ACESO Network.
(d) Creation and Allocation of ASO :
The creation and allocation of ASO by the Network are initiated by you sending an amount of ETH to the Network, located on the Ethereum blockchain at the addresses set forth on the Company Site, as follows:
- You will go to https://aceso.network
- You will create an account;
- You will be required to provide personal verification data (KYC);
- You will be required to accept our Terms and register for the Token Sale;
- You will receive “transaction data” which is a cryptographic value that proves to the contract that you’ve accepted the terms; and
- You will send ETH and the transaction data you received to the smart contract and receive your ASO when the Token Sale closes.
(e) Ensure to Use the Original Smart Contracts.
Only the smart contract existing at the addresses sent to you pursuant to this Section will issue ASO after the Creation Period. Access to this smart contract address will be available to authenticated users through the ACESO Network website at https://aceso.network. To the extent that any third party website, service or smart contract offers ASO during the Creation Period or facilitates the sale or transfer of ASO in any way during the Creation Period or at any time up to the release of the ASO, such third-party websites or services are, unless explicitly mentioned on the ACESO website at https://aceso.network, not authorized by ACESO and have no relationship in any way with ACESO.
7. Possible Migration of Tokens
(a) We reserve the right to migrate the Tokens (the “ Pre-existing Tokens ”) from the Ethereum protocol to any future protocol, that may or may not currently exist, for any reason. Further, we may generate new Tokens on any future protocol that may or may not currently exist and make them available to the holders of Pre-existing Tokens (the “ Replacement Tokens ”) should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Network.
(b) In the event that we migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Network, the Services, or any other operational matters, except with respect to the migration process. Accordingly, by accepting these Terms, you acknowledge and agree that in order for you to continue to participate in the Network or obtain utility from the Tokens, you may need to convert the Tokens you purchase during the Token Sale to Replacement Tokens in the future.
8. Acknowledgment and Assumption of Risks
(a) The User undertaking to acquire ASO in relation to the Token Sale should ensure that she/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and that she/he fully understands the risks associated with the Token Sale as well as the mechanism related to the use and custody of cryptocurrencies.
(b) ACESO shall not be responsible for any loss of ASO Token or situations making it impossible to access to ASO Token, which may result in any actions or omissions of the future User or any person undertaking to acquire ASO.
If you have any questions regarding these risks, please contact us at email@example.com BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS.
9. Voluntary Know-your customer (KYC)
There will be a KYC procedure that Users acquiring ASO for an amount equal or over 2999 eur in ETH will have to perform within the ACESO NETWORK platform in order to contribute to the Token Sale. KYC procedure will be done on a voluntary basis.
The User understands that her/his request to acquire ASO Token will be accepted and she/he will receive ASO only after having successfully passed through ACESO or a third party KYC process. This means that ASO will not be distributed until the User has passed through this screening successfully. If the User fails to pass the KYC screening, the offer to acquire ASO will be rejected and she/he will not receive her/his ASO. A valid User account on ACESO NETWORK platform is required to receive ASO Tokens.
If User’s contributing amount together with any previous contributions for ASO Token(s) is less than the equivalent of 2999 eur in ETH as announced on [cryptocompare.com] or other platform acceptable to the Company on the date the offer to acquire ASO is made, the offer to acquire ASO will be accepted and ASO will be transferred immediately without prior successful completion of KYC procedure. Nevertheless after the transfer of ASO to the User wallet, the latter will be subject to a voluntary KYC. The User will be asked to provide some personal data. Participation in this process is voluntary and not mandatory.
Users accept that ACESO can refuse accepting the offer to acquire ASO which is not compliant with the internal due diligence.
10. Representations and Warranties
By participating in the Token Sale and placing the offer to acquire ASO, the User agrees to the T&C and in particular, she/he represents and warrants to the Company (and the Company when accepting the offer relies on such representations and warranties) that she/he:
(a) You understand that the Token to ETH exchange rate will be determined in accordance with the Applicable Exchange Rate and may not reflect the exchange rate of your ETH at the time of your purchase of Tokens.
(b) You are agreeing to participate in the ACESO Network in some manner, and you understand that it is your responsibility to participate, meaning that the ACESO Network surrounding this project is NOT solely dependent upon the efforts of Company managers, but by the members engaging with the Company and Services;
(c) You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
(d) You have read and understand these Terms (including the totality of the White Paper to which these Terms also apply); You are aware of the Company’s business affairs and financial condition and have obtained sufficient information about the Company to reach an informed decision to purchase the Tokens;
(e) You will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
(f) You will not be able to transfer Tokens until they have been unlocked by the Company;
(g) You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;
(h) You understand that the Tokens confer only the right to provide and receive Services in the Network and confer no other rights of any form with respect to the Network or Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(i) You are not purchasing Tokens for any uses or purposes other than to provide or receive Services in the ACESO Network, including, but not limited to, any investment, speculative or other financial purposes and you agree that, other than your use of the Tokens on the Network, that you will not, directly or indirectly, transfer any Tokens into the United States, or to or for the account or benefit of any U.S. person;
(j) 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 the purchase of the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(k) You are legally permitted and has full power to acquire ASO Token according to the laws that apply in her/his jurisdiction of domicile;
(l) You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of the Tokens;
(m) If you are purchasing Tokens on behalf of any entity, such entity is not organized in, held for the benefit of, and the administrators, executors or trustees of such entity are not, residents (tax or otherwise), citizens, or green card holders of the United States, its territories and possessions or the District of Columbia and 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 eployee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
(n) You are not a resident (tax or otherwise), citizen, or green card holder of the United States, its territories and possessions or the District of Columbia, and you are not purchasing Tokens from the United States, nor will you use the Tokens to conduct or facilitate any transactions with persons or entities located in these countries or regions;
(o) You agree to promptly provide to the Company or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request 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, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance;
(p) You are at least 18 years old and are legally able to obtain and use the Tokens;
(r) You understand with regard to Tokens, that we make no guarantees that you will be able to resell Tokens, or as to its future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;
(s) You, as an active member of the ACESO Network, must maintain all records as to ownership amounts, correct address and physical location, location of wallets, participation efforts, and any and all other information necessary for the ACESO Company managers to maintain accurate records as to the ecosystem created for the ACESO Company, and to notify all associated parties with the Company community;
(t) You understand that you bear the sole responsibility to determine whether your contribution to the ACESO Network for the maintenance of the Company platform, the transfer of ETH to the Network, the creation, ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Company application have tax implications; further, by creating, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Company platform; You are purchasing the Tokens primarily to participate in the ACESO Network, being aware of the commercial risks associated with the Company application;
(v) You waive the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully here;
(w) You understand the creation of the Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
(x) You understand that the transfer of ETH to the ACESO Network, the creation of the Tokens and the maintenance of the ACESO Network carry significant financial, regulatory and reputational risks as further set forth in the Terms;
(y) You understand that you have no right against any other party to request any refund of ETH submitted to the Network for the creation of the Tokens under any circumstance; and You agree not to allow anyone to use your Wallet or share your User Credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale. If you do share your User Credentials with anyone we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Token Sale through the use of your User Credentials. We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your User Credentials.
11. Intellectual Property Rights
To the extent that copyright trademark or any other intellectual property rights exist in the ACESO NETWORK platform, such as software, know-how, analysis or programs, those existing and future copyrights and other intellectual and industrial rights (hereinafter “IP Rights’) belong solely to ACESO NETWORK Company and its affiliated companies and you as an owner of ASO or user of ACESO NETWORK platform do not and will not have any related rights in such IP Rights.
12. Your Responsibilities
(a) Security and Backup. You are responsible for properly configuring any software in connection with your access to, or use of, Tokens. The Network log-in credentials are for your internal use only and you may not sell, transfer, or sublicense them to any other person, including any other individual or entity, except that, if you are an entity, you may disclose your credentials to your employees, contractors or agents performing work on your behalf. You are responsible for any person’s use of your credentials.
(b) End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person to take related to these Terms. You are responsible for any actions taken by anyone who purchases Tokens from you (this person being referred to herein as an “End User”). You are responsible for providing customer service (if any) to any End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
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 ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF, INCLUDING, BUT NOT LIMITED TO, CONVERSATIONS OF ANY KIND, WHETHER THROUGH ORAL OR ELECTRONIC COMMUNICATION. WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE TOKENS IN YOUR RESULTING DISTRIBUTION. YOU UNDERSTAND THAT TOKENS, DISTRIBUTED LEDGER TECHNOLOGY, THE ETHEREUM PROTOCOL, AND ETHER ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF OUR CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY WILL EXCUSE OUR PERFORMANCE UNDER THESE TERMS. TRANSACTIONS USING DISTRIBUTED LEDGER TECHNOLOGY, SUCH AS THOSE INVOLVING THE PRESALE OR TOKEN SALE, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH NETWORK VOLUME, COMPUTER FAILURE, DISTRIBUTED LEDGER FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, AND NETWORK HACKING. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, ETHER, TOKENS, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT, OR HACK.
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 an event, the terms that are not enforceable in the relevant jurisdiction shall be severed from these Terms.
NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT, AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION. THE TOKENS SHOULD NOT BE ACQUIRED FOR SPECULATIVE OR INVESTMENT PURPOSES WITH THE EXPECTATION OF MAKING A PROFIT ON IMMEDIATE OR FUTURE RESALE. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
14. Limitation of Liability
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, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) 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.
THE LIMITATIONS SET FORTH IN THIS SECTION 19 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
(c) 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.
15. Governing Law and Venue
(a) This Agreement shall be governed by and construed in accordance the EU laws, specifically the laws of the Republic of Lithuania. Notwithstanding the foregoing, if the mandatory laws or public policy of any country or territory in which this Agreement is enforced or construed prohibit the application of the law specified herein, then the laws of such country or territory shall instead apply to the extent required by such mandatory laws or public policy.
(b) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
(c) The permanent arbitral institution (Vilnius court of commercial arbitration) shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of aforementioned court and waive any objections to the jurisdiction or venue of mentioned court.
If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.
17. Modifications to the Terms.
We may modify these Terms and Policies at any time by, at our option, posting a revised version on the Company Site, other channel we make available or, only if you have provided us with an email address, by email. The modified provisions will become effective upon posting or the date indicated in the posting, or if we notify you by email, as stated in the email. It is your responsibility to check the Company Site and other channels regularly for modifications. Your continued use of Tokens or the ACESO Network after any modification become effective constitutes your acceptance of the modification. Please contact us by email at firstname.lastname@example.org if you do not accept any modifications. We last modified these Terms on the date listed at the beginning of these Terms.
18. INTENDED FUASOIONALITY OF ASO TOKEN ON THE ACESO NETWORK
ASO is a utility token to be used on the ACESO Network. ASO is not a security and is not intended for speculative investment. The Company makes no promises of future performance or future value of ASO for the provision of Services within the ACESO Network. Holding ASO is in no way the equivalent of holding a share in the Company: The holders of ASO (the “ Tokenholders ”) are not entitled to participate in Company decision making, profits, revenue share, or otherwise, and Tokenholders have no rights in the Company, implied or otherwise. Importantly, Tokenholders should have no expectation of profiting from their purchase of ASO. ASO is sold as a functional good, and all proceeds received by the Company in connection with the operation of its business, including without limitation developing and deploying the ACESO Network, as well as all proceeds received by the Company in connection with the sale of ASO, may be spent freely by Company, absent any conditions or restrictions. There is a finite supply of ASO that is intended to circulate amongst users and within the ACESO Network continuously. It is not expected that ASO will be ‘burned’ and/or cancelled on the Ethereum blockchain, and they it will therefore serve as a reusable means of exchange for goods and services, for use only within the ACESO Network.
It is our intention for the ACESO Network to be cybersecurity solution with a decentralized marketplace. Tokens will continuously circulate within the ACESO Network, passing from one user to another in exchange for performance of the roles vital to the functioning of the ACESO Network. The success of the ACESO Network will depend on the utility of ASO within the ACESO Network. You should not purchase ASO if you do not intend to use them on the ACESO Network for the purposes described in our White Paper.
POSSIBILITY OF CHANGE TO THE FUASOIONALITY OF THE TOKENS WE RESERVE THE RIGHT TO AMEND THE INTENDED FUASOIONALITY OF THE TOKENS. WE SHALL PROVIDE NOTICE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUASOIONALITY OF THE TOKENS. IT IS YOUR RESPONSIBILITY TO REGULARLY MONITOR OUR WEBSITE FOR ANY SUCH NOTICES AND TO ENSURE THAT WE HAVE YOUR CURRENT EMAIL ADDRESS.
19. RISK DISCLOSURES
1. Risk of Losing Access to ASO Due to Wallet Incompatibility: A valid ERC20 Ethereum address from an ERC20 compatible wallet is required to receive your ASO An ERC20 compatible wallet is an Ethereum wallet that possesses technical infrastructure that is compatible with the receipt, storage, and transfer of ASO. Non-ERC20 compatible wallet addresses will not be accepted. In addition, the Ethereum address used must not be associated with a third party exchange or service that has custody over the private key (e.g., Coinbase, etc.). You must own the private key if your address is an exchange address.
2. Risks Associated with the Ethereum Protocol: ASO and the Network are based on the Ethereum protocol. As such, any malfunction, unintended function, unexpected functioning of or attack on the Ethereum protocol may cause the ACESO Network or ASO to malfunction or function in an unexpected or unintended manner. The Network may be the target of malicious attacks seeking to identify and exploit weaknesses in the software or the Network, which may result in the loss or theft of ASO.
3. Risks Associated with Purchaser Credentials: Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your ASO. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct Token Receipt Address to send you your ASO. If you give us the incorrect Token Receipt Address to send your ASO to, we are not responsible for any loss of ASO that may occur.
4. Risk of Insufficient Interest in the Network or Distributed Applications: It is possible that the ACESO Network will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed ledger technologies. Because the success of the ACESO Network depends, in part, on the growth and adoption of the use of Ethereum and other distributed ledger technologies, such a lack of interest could negatively impact ASO and the ACESO Network.
5. Risk that the Network, as Developed, Will Not Meet the Expectations of the Company or the Purchaser: The ACESO Network may undergo significant changes over time. Furthermore, despite our good faith efforts to develop, complete, and participate in the Network, it is still possible that the ACESO Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the ACESO Network and Tokens, and your Tokens may become useless due to technical, commercial, regulatory or any other reasons.
6. Risks from Taxation: The tax characterization of ASO is uncertain. You must seek your own tax advice in connection with the acquisition, storage, transfer, and use of ASO which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties, or other charges and tax reporting requirements.
7. Risk of Theft and Hacking: Hackers or other groups or organizations or countries may attempt to interfere with the ACESO Network or the availability of ASO in any number of ways, including service attacks, denial of service attacks, Sybil attacks, spoofing, smurfing malware attacks, or consensus based attacks, or phishing, or other novel methods that may or may not be known to steal ASO. Any such successful attacks could result in theft or loss of your payment of Ether or your Tokens, adversely impacting the ability to develop the ACESO Network and derive any usage or functionality from the Tokens.
8 . Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to ASO and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. Smart contracts and their underlying software application and software platforms (i.e., the Ethereum blockchain) are still in an early development stage and unproven. There is no warranty or assurance that the process for creating ASO will be uninterrupted or error-free, and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of any ETH you contribute, the theft or loss of your Tokens, or a reduction in the utility of your Tokens.
9. Risk of Lack of Adoption or Use of the Network: While ASO should not be viewed as an investment, it may have value over time due to its utility on the Network. That value may be limited or non-existent if the Network lacks use and adoption. If this becomes the case, there may be few or no markets in which ASO may be sold following the launch of the platform, potentially having an adverse impact on ASO.
10. Risk of Uninsured Losses: Unlike bank accounts or accounts at some other financial institutions, funds held using the ACESO Network or Ethereum network are generally uninsured. In the event of any loss, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurer, to offer recourse to the purchaser.
11. Risk of Dissolution of the ACESO Network Project: It is possible that, due to any number of reasons, including, but not limited to, a decrease in ASO utility due to negative adoption of the Network, an unfavorable fluctuation in the value of ETH (or other cryptographic and fiat currencies, the failure of commercial relationships, or intellectual property ownership challenges, the Network may no longer be viable to operate, and the ACESO Network project may dissolve.
12. Risks Arising from Lack of Governance Rights: Because Tokens confer no governance rights of any kind with respect to the ACESO Network, all decisions involving the Company’s products or services within the Network or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the Network, to create and sell more Tokens for use in the Network, or to sell or liquidate the Company. These decisions could adversely affect the Network and the utility of any Tokens you own, including their utility for obtaining Services.
13. Risk of Hard-fork: The Network may be subject to significant conceptual, technical and commercial changes. An upgrade to ASO may be required (hard-fork of ASO) and, if you decide not to participate in such an upgrade, you may no longer be able to use your Tokens, and any non-upgraded ASO may lose their functionality in full.
14. Risks Associated with Our Intellectual Property: The Company considers any technology that it develops to be proprietary. Our ability to compete depends in part upon our ability to protect our rights to the technology that we develop. The Company will also rely on trademark, copyright and trade secret law to protect its rights. However, these laws offer only limited protection. In addition, other countries may provide the Company with little to no intellectual property right protection. As the number of distributed ledger products and services available to consumers increase, and as the uses of such products and services overlap, companies in the industry may become subject to additional intellectual property disputes. Any litigation to protect our intellectual property rights would be expensive, time consuming, and unpredictable. Such litigation could adversely affect our business, including our financial condition, regardless of the outcome. There can be no assurances that any steps taken to protect intellectual property rights will be successful in deterring misappropriation or independent third-party development of our technology. Similarly, third parties may assert infringement and misappropriation claims against us. Regardless of the merit, these actions could distract management from our business and adversely affect our financial condition and operating revenues. The Company may need to enter into confidentiality agreements with its consultants, business partners and investors in an attempt to protect the Company’s proprietary rights. Nevertheless, these attempts to protect our proprietary rights may be inadequate. If the Company is unable to protect its intellectual property, the utility of the Tokens may decline or diminish and the Network may fail.
15. Risks Associated with Data Privacy Laws: There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Network’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Network, which would reduce or diminish the utility of the Tokens and cause the Network to fail.
16. Unanticipated Risks: Cryptographic tokens are a new and untested technology. In addition to the risks discussed in the White Paper and these Terms, there are risks that the ACESO Network team cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.