TERMS AND CONDITIONS RELATING TO TOKEN SALE
Version 2.0 Last updated – 28 OCTOBER 2018 THESE TERMS AND CONDITIONS (“TERMS”) APPLY TO EACH PROSPECTIVE PURCHASER OF COINCASSO EXCHANGE TOKENS (“CCX”). BY MAKING A CONTRIBUTION TO CCX NET Limited FOR THE PURCHASE OF CCX DURING THE TOKEN SALE, YOU WILL BE BOUND BY THESE TERMS AND BY ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. THESE TERMS, THEREFORE, ARE A BINDING CONTRACT BETWEEN YOU AND CCX NET Limited. PLEASE READ THESE TERMS CAREFULLY AND NOTE THAT THE SECTION ON DISPUTE RESOLUTION AND ARBITRATION CONTAINS A BINDING ARBITRATION CLAUSE WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE TOKEN SALE.
PROHIBITION ON U.S. CONTRIBUTORS
Due to legal and regulatory uncertainty in the United States of America, citizens and green card holders of, and persons residing in, the United States of America are prohibited from making contributions to CCX Limited and participating in the Token Sale (as defined in clause 5 of these Terms). Persons from the United States of America that participate in the Token Sale by providing false or inaccurate information about their citizenship, residency and/or nationality will be in breach of these Terms and are required to indemnify CCX NET Limited in respect of any damages and/or losses suffered due to this breach in accordance with the indemnification provisions set out in these Terms.
NOTICE TO RESIDENTS OF CANADA
Canadian citizens and persons resident in and/or domiciled in Canada are specifically excluded from participating, either directly or indirectly, in this Token Sale.
NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA
Persons domiciled in, resident in or purchasing from the People’s Republic of China (excluding the Special Administrative Regions of Hong Kong and Macau, and the island of Taiwan) are excluded from participating, either directly or indirectly, in this Token Sale.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
In the United Kingdom this document is being distributed only to, and is directed only at (and any activity to which it relates will be engaged only with (A) persons: (i) who fall within the definition of ‘‘investment professionals’’ in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ‘‘Order’’) or who fall within Article 49(2) of the Order, and (ii) are ‘‘qualified investors’’ as defined in section 86 of the Financial Services and Markets Act 2000, as amended; and (B) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as ‘‘relevant persons’’). This document must not be acted on or relied on in the United Kingdom, by persons who are not relevant persons. Any activity to which the document relates is available only to, in the United Kingdom, relevant persons.
NOTICE TO RESIDENTS OF JAPAN
Persons domiciled in, resident in or purchasing from Japan are excluded from participating, either directly or indirectly, in this Token Sale.
YOU AND THE COMPANY HEREBY AGREE AS FOLLOWS:
1. Parties to these Terms These Terms constitute a binding agreement between:
1.1. CCX NET Limited, a company incorporated and registered in Cayman Island under registration number 11687 and during organization with its registered address at Cayman (“CCX NET Limited”, “Company”, “we”, “us” or “our” as the context may require) and its successors in interests and assigns.
1.2. The natural or legal person who/which accepts these Terms and agrees to and makes a contribution to the Company as set out in these Terms (“Contributor”, “you” or “your” as the context may require. In these Terms, you and the Company are hereinafter collectively referred to as the “Parties” and each individually as a “Party” as the context may require. If you have any questions relating to these Terms, please contact us at email@example.com.
2. CCX ( CoinCasso Exchange Token) Ecosystem
2.1. The Company will be the creator of its own proprietary tokens under these Terms known as CCX.
2.2. The Company is proposing to develop own products and support partner’s companies an ecosystem with multiple products to include:
(a) Own ATM FIAT -CRYPTO Network partially delivered by Coincasso OU Estonia, and worldwide network with other partners.
(b) A two factor authentication (2FA) multi-coin crypto wallet suitable for all crypto investors (the “CCX Wallet”);
(c) A supporting by programming tools and financial aid to exchange platform operated by Coincasso OU Estonia, multilayer platform that shares own profit to club members in terms of its own TOS of Exchange (the “CoinCasso”) under trading agreement with both parties;
(c) A debit card to bring liquidity to holders of CCX. This debit card will be linked to the wallet in order to allow users to use their cryptocurrencies to make day-to-day purchases in fiat (the “CCX Debit Card”);
(e) A regulated cryptocurrency fund aimed at high value investors mainly investing in a diversified portfolio of 10 highly liquid cryptocurrencies (the “CCX Index Fund”).
(f) A liquidity pool, marketing and development
2.3. For a more detailed description of the proposed CCX Ecosystem, please refer to:
(a) our website at www.coincasso.io (the “"CoinCasso Exchange Token Website"”); and (b) the CCX Whitepaper (a copy of which can be found at: www.coincasso.io/en/CCXWhitepaper.pdf (the “CCX Whitepaper”); (collectively, the “CCX Documentation”).
2.4. Except as otherwise agreed in these Terms, the information contained in the CCX Documentation are for descriptive purposes only, are not binding and do not form part of these Terms.
3.1. Save as otherwise set out in these Terms, these Terms (including any terms incorporated herein by reference), govern only your contribution to the Company for the purchase of CCX during the Token Sale (as such terms are defined in clause 5 below).
3.2. Any potential future use of CCX in connection with the provision or receipt of services on the CoinCasso Exchange Token Ecosystem will be subject to and governed by such other applicable terms, conditions and policies relating to the use of the CoinCasso Exchange Token Ecosystem (the “Ecosystem Terms”). Such Ecosystem Terms will be made available to CoinCasso Exchange Token Ecosystem users, if and when the CoinCasso Exchange Token Ecosystem is developed and implemented.
4. Definitions & Interpretation
4.1. Definitions Various definitions are set out in these Terms. Some definitions are replicated below and others are contained in the relevant parts of these Terms.
(a) In these Terms, unless the context otherwise requires, words importing the singular shall be deemed to include the plural and vice versa, words importing the masculine gender shall include the feminine gender also and vice-versa, words importing the neuter gender shall include the masculine and feminine gender also and vice-versa. (b) Unless stated otherwise, references to an “Act” is a reference to a Cayman Act of Parliament (as may be amended from time to time). (c) References in these Terms to any statute or any statutory provision shall include any statute or statutory provision which now or at any time in the future, amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute. (d) The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules. (e) References in these Terms to any instrument or agreement shall include any instrument or agreement which at the date of these Terms varies, amends, extends or replaces the same. (f) Any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (g) A reference to any Party shall include that Party's personal representatives, successors, permitted transferees and permitted assigns and all references to a legal entity shall include their successors in interest, permitted transferees and permitted assigns. (h) References to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not incorporated or having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists).
5. Token Sale
5.1. The total CCX in circulation will be limited to max 100 million with 80% (80,000,000), being made available during the Public Sale Period (CrowdSale). After the end of the Public Sale Period(CrowdSale).
5.2. Contributions may be made during a defined period of time (“Token Sale”). The Token Sale commences on 2nd November 2018 and ends on satisfaction of one of the following conditions (whichever is the earlier):
(a) 80,000,000 CCX are purchased after the start of the Token Sale; or (b) 30th December 2019 at 12:00:00 CET.
5.3. In the event that 80,000,000 CCX have not been purchased by 12:00 CET on 30th December 2019, the Public Sale Period will be concluded and the remaining tokens will be burned and taken out of circulation via burn function saved in token code.
6. CCX price
6.1. During the Token Sale, the start price per CCX is in reference to United States Dollars (“USD”) $1.25, payable in:
(a) Ethereum (“ETH”) at the applicable ETH price determined by the Company and specified on the "CoinCasso Exchange Token Website" (www.coincasso.io); or (b) Bitcoin (“BTC”) at the applicable BTC price determined by the Company at its sole discretion and specified on the "CoinCasso Exchange Token Website".
7. Custody and use of unsold CCX
7.1. In the event that not all CCX available for purchase are sold in the Token Sale, all unsold CCX will be burned and taken out of circulation.
7.2. In the event that not all CCX available are allocated in the Token Sale, all unallocated CCX will be stored by us which may allocate these during any further sales of CCX after the end of the Public Sale Period (CrowdSale).
8. Right to request information
8.1. Before you are able to make a contribution to the Company or at any time after making a contribution, we may (in our sole and absolute discretion):
(a) request you to provide certain information and documentation for the purposes of satisfying any know your customer” or similar obligations as determined by the Company; and (b) determine that it is necessary to obtain certain other information about you in order to comply with applicable laws and regulations in connection with the creation and issue of CCX to you.
8.2. You agree that you will, promptly upon the Company’s request, supply such information and documentation as may be reasonably requested by us pursuant to clause 8.1 in order for us to:
(a) carry out, to our satisfaction, all “customer due diligence” and other similar checks as determined by the Company; and (b) ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the creation and issue of CCX to you as contemplated by these Terms.
8.3. You acknowledge and accept that we: (a) may, in our absolute discretion and without providing reasons, refuse or reject any contributions for the purchase of CCX; and (b) are not required to create or issue CCX to you, unless and until you provide all information and documentation that we may request under this clause 8 and we have determined, in our absolute discretion, that it is permissible to create and issue CCX to you under applicable law. 9. Method of contribution
9.1. You must contribute to the Company during the Token Sale in the manner described in this clause 9.
9.2. Contributions to be made in ETH, BTC or any other cryptocurrency must be sent from an Ethereum, Bitcoin or other crypto wallet in respect of which you can identify your private key or via payment processor. Your private key may be required to verify your ETH or BTC contribution to the Company. BTC and ETH contributions must be sent to the Company’s Bitcoin or Ethereum wallet address specified on the "CoinCasso Exchange Token Website" (www.coincasso.io). If you send contribution via crypto payment processor such as Coinpayments you will identify via your registration account.
9.3. Contributors that send contributions: (a) in (i) any cryptocurrency other than BTC or ETH; or (ii) a manner that does not otherwise conform with the methods of contribution described in these Terms; or (b) to any third-party website, wallet address, service or smart contract that offers CCX in the manner described in this clause 9, risk losing their entire contribution.
The Company will not be responsible or liable for recovering or returning any such contributions to the Contributor, nor will the Company be responsible or liable for any losses incurred by the Contributor in this respect.
9.4. Alternative methods of payment may be accepted and, if and when available, will be published on the "CoinCasso Exchange Token Website" (www.coincasso.io).
10. Creation and issue of CCX through the Smart Contract System
10.1. The Company has deployed a smart contract system (the “Smart Contract System”) on the Ethereum blockchain for the purposes of creating CCX and issuing such CCX (to those Contributors who qualify) to the Contributor’s Ethereum wallet. CCX will be based on the ERC20 token standard and each token is intended to have the utility set out in the CCX Whitepaper.
10.2. The Company will keep a record of: (a) all ETH contributions received by the Company’s ETH wallet; (b) all BTC contributions received by the Company’s BTC wallet; (b) the time the contribution was received; (c) the amount of the contribution; and (d) the ETH wallet address or BTC wallet address from which the contribution was sent (as the case may be). (collectively, the “Contribution Records”).
10.3. In order to receive CCX, Contributors must have, and must notify the Company in accordance with the procedures specified by the Company on its Website (www.coincasso.io) of the address of an Ethereum wallet that supports the ERC20 token standard. The Contributor’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of CCX, being tokens that are created based on the ERC20 token standard. The Company reserves the right to prescribe additional conditions relating to specific wallet requirements at any time acting in its sole and absolute discretion.
10.4. Following the conclusion of the Token Sale, the Company will undertake a contribution verification procedure by reference to the Contribution Records. Subject to clause 8, provided the Company is successfully able to verify your contribution, the Company will send instructions to the Smart Contract System to initiate the creation and issue of CCX to the Ethereum wallet address which you send us notice of pursuant to clause 10.3.
10.5. Subject to compliance with clauses 8, 9 and 10 and at the Company’s sole discretion, the Smart Contract System will distribute the applicable number of CCX to the Ethereum wallet address notified to it under clause 10.3, upon confirmation by the Company of its receipt of the relevant contribution in accordance with these Terms. The distribution of CCX is at the Company’s sole and absolute discretion.
10.6. Without limiting the grounds upon which the Company may refuse to distribute tokens, if distribution of CCX to you, or the holding of CCX by you, is or becomes impossible or a violation of any applicable legal or regulatory requirements, or the Company suspects this may be the case, then: (a) the Company need not distribute any CCX or return any contribution or its equivalent to you nor, in either case, to any other person or entity; (b) the Company may request, require or enable steps be taken to ensure the full return of any CCX that you hold; (c) the Company reserves the right to terminate its relationship with you and take any actions considered necessary or desirable for the Company to meet its legal and regulatory obligations; and (d) such actions will be irrespective of any contribution that has been made by you to the Company and/or any other third party, and the Company is not required to provide reasons. 10.7. On distribution, CCX will be inactive (which means they are not transferable and must be activated by the Company in order to be transferable to any third party in accordance with clause 11.
10.8. On receipt of your contribution, such contribution will immediately become the sole and exclusive property of the Company who will be entitled to apply the contribution towards the development of the CoinCasso Exchange Token Ecosystem and other operating expenses relating to our business. The application of your contribution will be determined by us acting in our sole and absolute discretion and we are not under any obligation to inform you or otherwise verify how your contribution is used.
11.1. Subject to applicable lock-up periods and at the Company’s sole discretion, activation of CCX will be made post ICO, subject to completion of any verification measures undertaken by the Company and other relevant factors at the Company’s discretion.
11.2. CCX that are purchased by you may be claimed by you only. CCX are not transferable to any blockchain address prior to activation. Prior to activation of any CCX, you cannot transfer nor attempt to transfer (whether by legal or equitable assignment, trust, charge, sub-contract, novation or otherwise, CCX or any part or the whole of your rights, title or interest under these Terms, including your right to claim those CCX, to any other person or entity, whether with or without consideration. All such transfers and attempted transfers are strictly prohibited, will be deemed void and will not be recognised by, nor binding on, the Company.
11.3. CCX are transferable, after activation by the Company, subject to these Terms.
11.4. After activation, you may transfer to another wallet or address any CCX which you lawfully hold. Such transfer will be deemed effective, and a transfer of any CCX will only be effective, as at the time and date of the relevant transaction being included in a block on
the Ethereum blockchain which has received such number of confirmations as the Company considers necessary for that transaction to be considered irreversible.
11.5. If you transfer CCX to a wallet or address owned by another person, then that person and the owner of each other wallet or address to which that CCX is further transferred are each deemed to be bound by these Terms as Contributors for the period of time they hold such CCX. 11.6. By transferring any CCX, you assign all your rights, title and interest under these Terms to the owner of the wallet or address to which you transfer that CCX.
11.7. The owner of the wallet in which any CCX is held will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as the absolute owner of that CCX for all purposes (regardless of any notice of any trust or any other interest, or the theft or loss of any private key) and neither the Company nor any other person will be liable for so treating that person as absolute owner.
11.8. The Company agrees that, if any rule of law (including any legislation, rule of common law, rule of equity or customary law) requires written notice to effect the transfer of any CCX, such notice is deemed given as an electronic record by inclusion of the relevant transaction on a block on the Ethereum blockchain in accordance with clause 11.4 above.
11.9. Notwithstanding any other provision in this clause 11, the Company reserves the right to treat as void any transfer of CCX which the Company reasonably believes to be unlawful for any reason.
11.10.Notwithstanding any of the above, there is no guarantee or assurance of the availability of any market for transfer of CCX or any such market’s liquidity.
12. Refunds, refusals, suspension and termination of contributions
12.1. On conclusion of the Token Sale, the Company may, at its discretion, procure that some or all contributions are returned to contributors, subject to clause 12.2.
12.2. You accept any contribution that may, at the Company’s discretion, be returned will be less such gas (being an amount of ETH which is expended in the transfer of ETH as a transaction cost for using the Ethereum network) or less such mining fee (being an amount of BTC which is expended in the transfer of BTC as a transaction cost for using the Bitcoin network), transaction fees, costs, charges or other expenses the Company has incurred or reasonably expects to incur (whether or not directly attributable to your contribution or such return). For the avoidance of doubt, no interest will accrue on the value of any contribution, including any contribution which is in fact returned. You acknowledge and agree that you are unlikely to receive an amount equivalent to your contribution by way of a refund and that such refunded amount may be significantly lower than the amount contributed by you and it could be nil.
12.3. The Company reserves the right to refuse or reject any contributions made at any time in our sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavours to procure that the contribution is returned to the Contributor to the Ethereum wallet or Bitcoin wallet, from which the contribution was made (as the case may be), subject to clause 12.2. However, we do not warrant, represent or offer any assurances that we will successfully be able to recover and/or return any such contributions.
12.4. Subject to clauses 12.1, 12.2 and 12.3 and except to the extent required by applicable law, all contributions received by the Company under these Terms are final and
Contributors will not be entitled to claim any refund or reimbursement of contributions from the Company.
12.5. At any time prior to satisfaction of the Completion Conditions, the Company may either temporarily suspend or permanently end the Token Sale in whole or part, and with respect to all or certain persons, at any time if: (a) any change occurs to the Ethereum network, which in the Company’s opinion is likely to materially prejudice the success of the Token Sale or the development of the CoinCasso Exchange Token Ecosystem in any respect; (b) any change occurs to any local, national or international regulatory, financial, political or economic conditions, which in the Company’s opinion is likely to materially prejudice the success of the Token Sale or the CoinCasso Exchange Token Ecosystem in any respect; (c) with or without reasons, the Company elects to cease the development of the CoinCasso Exchange Token Ecosystem; (d) the Token Sale or the Company is required by any applicable law or regulation to be licensed or approved or fundamentally restructured; (e) the Company is notified by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction) in any jurisdiction that the Token Sale or the CoinCasso Exchange Token Ecosystem is under investigation, or prohibited, banned or must cease, or the Company is otherwise required by law to end the Token Sale; (f) the Token Sale discontinues due to any force majeure event and the Company cannot reasonably expect the Token Sale to be resumed within 90 days; (g) the Company considers there are security reasons for doing so; or (h) with or without reasons, the Company elects to terminate the Token Sale. 12.6. Any suspension or end of the Token Sale will be deemed to commence from the moment that the Company publishes a notice to that effect on the CoinCasso Exchange Token Ecosystem.
12.7. During any period of suspension or in the event that the Token Sale is ended, the Smart Contract System will no longer be able to receive and accept contributions, create CCX and/or issue CCX to Contributors. Contributors who send us contributions (after we publish a notice that the Token Sale has been suspended or aborted in accordance with clause 12.6) risk losing their entire contribution and we will not be responsible or liable for recovering or returning any such contributions to the Contributor nor will we be responsible or liable for any losses incurred by such contributors in this respect. Contributors are therefore strongly advised to check the "CoinCasso Exchange Token Website" before sending a contribution to the Smart Contract System.
13. Token utility
13.2. You acknowledge and accept that CCX does not represent or constitute: (a) any ownership right or stake, share, equity, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, commodity, bond, warrant, certificate debt or hybrid instrument or any other financial instrument or investment entitling the holder to interest, dividends or any kind or return or carrying equivalent rights (including in respect of the Company or the CoinCasso Exchange Token Ecosystem); (b) any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to the Company and/or the CoinCasso Exchange Token Ecosystem; (c) any form of currency, money, deposit or legal tender, whether fiat or otherwise, in any jurisdiction, nor do they constitute any substitute or representation of currency, money, deposit or legal tender (including electronic money); or
13.3. Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments of the types referred to in the sub-clauses of clause 13.2 do not apply to any contribution made under these Terms for the acquisition of CCX or to your storage, sale and/or transfer of CCX.
13.4. The Company makes no warranties or representations and offers no assurances (in each case whether express or implied) that CCX will confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the CoinCasso Exchange Token Ecosystem.
13.5. You acknowledge and agree that: (a) as the CoinCasso Exchange Token Ecosystem has not yet been developed as at the commencement of the Public Sale Period, the intended services, features or attributes of the CoinCasso Exchange Token Ecosystem may change significantly or fundamentally between the commencement of the Public Sale Period and the time (if any) at which CCX may be used in connection with the CoinCasso Exchange Token Ecosystem; (b) you have no expectation of obtaining any governance rights over the CoinCasso Exchange Token Ecosystem or of influencing the development of the CoinCasso Exchange Token Ecosystem except as otherwise agreed in writing by the Company; (c) the number of CCX required for any particular transaction in respect of the CoinCasso Exchange Token Ecosystem will be determined by the Company; and (d) there is no guarantee or assurance that development of any aspect of the CoinCasso Exchange Token Ecosystem will be completed, that the CoinCasso Exchange Token Ecosystem will ever be released, or of the quality, nature or standard of the services, features and/or attributes (if any) that will be made available through the CoinCasso Exchange Token Ecosystem.
13.6. We are in the process of undertaking a legal and regulatory analysis of the utility of CCX. Following the conclusion of this analysis, we may CCX to amend the intended utility of CCX in order to ensure compliance with any legal or regulatory requirements to which we are subject. We will publish a notice on the "CoinCasso Exchange Token Website" of any changes that we CCX to make to the utility of CCX and it is your responsibility to regularly check the "CoinCasso Exchange Token Website" for any such notices. On the conclusion of this analysis, we will CCX whether or not to change the utility of CCX. You acknowledge and agree that that we may, at our sole discretion, amend the intended utility of CCX and that you shall have no recourse against us for making any such amendments.
14. Contributor’s representations and warranties
14.1. By participating in the Token Sale and sending a contribution to the Company, you hereby represent and warrant the matters set out in Schedule 1 of these Terms.
14.2. You undertake and agree to notify the Company immediately if any of the representations and warranties set out in Schedule 1 of these Terms becomes untrue, incomplete, invalid or misleading in any respect.
14.3. If you cannot make all of the representations and warranties set out in Schedule 1 of these Terms, you must not seek to purchase or hold CCX or make a contribution. Any CCX distributed to you or held by you in violation of this clause 14 are deemed void and will not be recognised by nor binding on the Company.
14.4. The Company reserves the rights to deny and invalidate contributions made by, and/or withhold the distribution of CCX from, any Contributor who has made a false, incomplete or misleading representation, in the opinion of the Company or which may, in the Company’s view, otherwise breach applicable law.
15. Risks You acknowledge and agree that sending a contribution to the Company, the creation and issue of CCX and the development and deployment of the CoinCasso Exchange Token Ecosystem carries significant financial, regulatory and reputational risks, including but not limited to those set out in Schedule 2 of these Terms and in the CCX Whitepaper. BY MAKING A CONTRIBUTION TO THE COMPANY AND ACCEPTING THESE TERMS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET OUT IN SCHEDULE 2 OF THESE TERMS AND IN THE CCX Whitepaper ARE NOT NOR ARE THEY INTENDED TO BE A COMPREHENSIVE OR EXHAUSTIVE LIST OF RISK FACTORS 16. Audit of the Smart Contract System
16.1. The Company will exercise reasonable endeavours to have the Smart Contract System audited and approved by technical experts with regard to both accuracy and security of the underlying code.
16.2. Notwithstanding clause 16.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while any audit conducted may raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and CCX are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of ETH, or toher crypto contributions and/or CCX.
17.1. You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to send a contribution to the Company and to receive and store CCX that are issued to you by the Smart Contract System, 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 CCX. The Company is not responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of CCX nor will we be under any obligation to recover or return any CCX.
17.2. The Company excludes (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) CCX issued to you.
18. Intellectual property
18.1. In this clause 18, the “Company’s IP Rights” means in relation to the Company, the CCX, the Token Sale, the CoinCasso Exchange Token Ecosystem and the "CoinCasso Exchange Token Website", all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
18.2. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any of the Company’s IP Rights. We at all times retain ownership, including all rights, title and
interests in and to the Company’s IP Rights and you understand and accept that by making a contribution for the purchase of CCX pursuant to these Terms you will not: (a) acquire or otherwise be entitled to any Company’s IP Rights; (b) make a claim in respect of any Company’s IP Rights or any other equivalent rights; or (c) use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company’s IP Rights, except with our prior written consent. 19. Indemnity
19.1. 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, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, associates, affiliates, agents, representatives, preCCXessors, successors and assigns (the “Company Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to: (a) your acquisition or use of CCX under these Terms; (b) the performance or non-performance of your responsibilities, representations, warranties or obligations under these Terms; (c) your breach of any of the terms and conditions set out in these Terms; or (d) your breach of any rights of any other person or entity. 19.2. The Company reserves the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in clause 19.1.
19.3. The indemnity set out in this clause 19 is in addition to, and not in lieu of, any other remedies that may be available to the Company under any applicable law.
20.1. To the fullest extent permitted by applicable law and except as otherwise specified in writing by us: (a) CCX 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 CCX (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (b) we do not represent or warrant that CCX are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and (c) we cannot and do not represent or warrant that CCX or the distribution mechanism for CCX are free of viruses or other harmful components. 20.2. Neither these Terms nor the CoinCasso Exchange Token Documentation constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. CCX should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale.
20.3. No regulatory authority has examined or approved any of the information set out in these Terms and/or the CoinCasso Exchange Token Documentation. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these Terms and/or the CoinCasso Exchange Token Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.
21. Limitation of liability
21.1. To the fullest extent permitted by applicable law, in no circumstances will:
(a) the Company or any of the Company Indemnified Parties be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of CCX or otherwise related to these Terms, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if the Company or any of the Company Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and (b) the aggregate liability of the Company and the Company Indemnified Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these Terms or the use of or inability to use CCX, exceed the amount of your contribution.
21.2. The limitations and exclusions of liability set out in clause
21.1 do not limit or exclude liability for the gross negligence, fraud or intentional, wilful or reckless misconduct of any Company Indemnified Party, nor will it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.
22. Assignment and novation
22.1. The Company may assign, transfer, novate or otherwise deal in any manner, all or any part of the benefit of these Terms and any of its rights, remedies, powers, duties and obligations under these Terms to any person, without your consent and in any way the Company considers appropriate.
22.2. You agree that you may not claim against any assignee, transferee or any other person who has an interest in these Terms, any right of set off or other rights that you have against the Company.
23.1. Notwithstanding any other provision of these Terms, the Company may at any time and for any reason immediately terminate these Terms as between you and it without prior notice or need to specify reasons, including if: (a) you have breached any provision of these Terms or acted in a manner which clearly shows that you do not intend to or are unable to comply with any provision in these Terms; (b) the Company reasonably considers it is required to do so by the application of any laws or regulations or by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction); or (c) the Company determines that performing its obligations under these Terms is no longer commercially viable. 23.2. Subject to these Terms, nothing in this clause 23 affects your rights to any CCX of which you are the absolute owner of.
24.1. The following clauses survive termination of these Terms and remain binding and effective at all times: (a) this clause 24; (b) clause 12 (Refunds, refusals, suspension and termination of contributions); (c) clause 13 (Token utility); (d) clause 14 (Contributor’s representations and warranties); (e) clause 18 (Intellectual property) (f) clause 19 (Indemnity); (g) clause 21 (Limitation of liability);
(h) clause 25 (Waiver of set-off); (i) clause 27 (Personal Data); and (j) clause 28 (Dispute resolution by arbitration). 25. Waiver of set-off
25.1. You acknowledge and agree unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which you might otherwise have in respect of CCX or under these Terms under the laws of any jurisdiction.
26.1. You are solely responsible for determining whether your contribution to the Company for the purposes described hereunder, the transfer of ETH or BTC, the creation, ownership, use, sale, transfer or liquidation of CCX, the potential appreciation or depreciation in the value of CCX over time (if any), the allocation of CCX and/or any other action or transaction contemplated by these Terms or related to the CoinCasso Exchange Token Ecosystem will give rise to any tax implications on your part.
26.2. You are solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. The Company is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of CCX under or in connection with these Terms.
26.3. You agree not to hold the Company or any of the Company Indemnified Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of CCX or any other action or transaction related to the CoinCasso Exchange Token Ecosystem or the Token Sale.
27. Personal Data
27.1. If we make an information request in accordance with clause 8, we may require you to provide information and documents relating to (without limitation): (a) your identity; (b) your address; (c) the source of your wealth; (d) the source of funds used for the purposes of purchasing CCX; and (e) any other documents or data from which you can be identified; (collectively, your “Personal Data”). 27.2. We will not disclose your Personal Data except as expressly permitted under these Terms and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these Terms, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
27.3. We will process your Personal Data in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) based in Cayman and EU, and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes: (a) the purchase of CCX and the processing of transactions related to the Token Sale pursuant to these Terms; (b) providing you with information about us and our range of services; (c) compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority;
(d) management of enquiries and complaints; (e) opening, maintaining or operating a bank account in the Company’s name; (f) subject to clause 28, resolving any Disputes with you; (g) producing summary information for statistical, regulatory and audit purposes; and/or (h) any other reasonable purposes in accordance with applicable law. 27.4. Under the GDPR and our internal policy you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights.
27.5. You agree that we may, for the purposes set out in clause 27.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these Terms you authorise and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
28. Dispute resolution by arbitration PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 28.1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Dispute(s)”) 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 the Company (i) waive your and the 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 the Company’s respective rights to a jury trial. Instead, you and the Company agree to 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 by a judge or jury in court).
28.2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the 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.
28.3. Arbitration Rules. The enforceability of this clause 28 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law.
28.4. 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 the Company must be sent by e-mail to the Company at firstname.lastname@example.org .
Notice to you will be sent to any address you provide to us in writing in a notice. 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 the Company cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this clause 28, commence an arbitration proceeding or, to the extent specifically provided for in this clause 28, file a claim in court.
28.5. Process. Any arbitration will occur in Cayman. The arbitration will be conducted confidentially by a single arbitrator appointed by the Cayman Chamber of Commerce in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference. The courts located in Cayman will have exclusive jurisdiction over any appeals and the enforcement of an arbitration .
28.6. Authority of Arbitrator. These Terms, the applicable International Chamber of Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
28.7. Arbitration Rules. The International Chamber of Commerce Rules of Arbitration and additional information about International Chamber of Commerce are available at https://www.caymanchamber.ky/. Or https://www.campbellslegal.com/client-advisory/rise-arbitration-cayman-islands-3319/ By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.
28.8. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this clause 28 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this clause 28 will remain valid and enforceable. Further, the waivers set out in clause 28.2 above are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
29.1. The Contributor understands and accepts that the network of miners will ultimately be in control of the Smart Contract System and that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead to CCX losing intrinsic value.
29.2. We may amend these Terms from time to time, including where there are changes to the intended utility of CCX, where adjustments are required to give effect to the intended operation of the CCX and/or the CoinCasso Exchange Token Ecosystem, to make any essential corrections, or
as may be otherwise required by any laws or regulatory requirements to which we are subject. If we make any amendments to these Terms, we will publish a notice together with the updated Terms on the "CoinCasso Exchange Token Website" and we will change the “Version” number at the top of these Terms. Any amended Terms becomes effective immediately upon the publication of notice and updated Terms on the "CoinCasso Exchange Token Website". It is your responsibility to regularly check the "CoinCasso Exchange Token Website" for any such notices and updated Terms.
29.3. If any term, clause or provision of these Terms is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision will 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 of these Terms, which remains in full force and effect.
29.4. These Terms constitute the entire agreement between the Parties in relation to its subject matter. These Terms replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
29.5. You acknowledge that by accepting these Terms, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of the Company in relation to the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these Terms. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
29.6. Nothing in these Terms creates any form of partnership, joint venture or any other similar relationship between you and the Company and/or other individuals or entities involved with the development and deployment of the Smart Contract System and/or the Company Indemnified Parties and/or the CoinCasso Exchange Token Ecosystem.
29.7. You acknowledge and agree that no other Contributor owes you any obligation under these Terms including any rights of contribution.
29.8. Subject to clause 28, these Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) will be governed by and construed in accordance with Cayman Law.
29.9. Subject to clause 28, the Parties irrevocably agree that the Cayman courts have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes and claims).
29.10.Any indemnity, reimbursement or similar obligation in these Terms given in favour of the Company: (a) is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this document, any settlement or any other thing; and (b) is independent of any other obligations under these Terms and continues after termination of them. It is not necessary for the Company to incur any expense or make payment before enforcing a right of indemnity in connection with the subject of these Terms.
29.11.Without limiting any other disclaimer in these Terms or elsewhere, the Company is not liable for any loss, liability, costs or expenses arising in connection with the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right, power or remedy in connection with these Terms.
29.12.To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended us(e), all immunity on the grounds of sovereignty or other similar grounds from: (a) suit; (b) jurisdiction of any court; (c) relief by way of injunction or order for specific performance or recovery of property; (d) attachment of assets (whether before or after judgment); and (e) execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).
29.13.Force Majeure. The Parties shall not be liable for any failure or delay in performing any of their respective obligations under or pursuant to this Agreement, and any such failure or delay in performing its obligations will not constitute a breach of this Agreement’, any change to the law, order or regulation of a governmental, supranational or regulatory body or any act of war or terrorism and it shall be entitled to a reasonable extension of the time for performance of such obligations as a result of such a cause.
SCHEDULE 1 CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES
By making a contribution and accepting these Terms, you hereby represent and warrant that: 1. You have read and understood these Terms (including all the Schedules hereto).
2. You have the necessary authority and consent to accept these Terms, to enter into a binding agreement with the Company and to perform the obligations set out herein.
3. You are not a statutory corporation, governmental or semi-governmental authority.
4. The acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organisational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, CCXree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound.
5. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like ETH and/or BTC), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems.
6. You have obtained sufficient information about the potential future utility of CCX to make an informed CCXision to participate in the Token Sale pursuant to these Terms.
7. You understand that CCX confer only a limited potential future right or expectation to use and interact with the CoinCasso Exchange Token Ecosystem as more particularly described in the CCX Whitepaper, and that CCX confers no other rights of any kind with respect to the Company and/or the CoinCasso Exchange Token Ecosystem, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights.
8. If you are an individual, you are at least 18 years of age, you have sufficient legal capacity to accept these Terms and to enter into a binding agreement with the Company on the terms set out herein.
9. If you are making a contribution for the purchase of CCX as a corporate entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established.
10. If you are making a contribution for the purchase of CCX for or on behalf of an entity or person, you are authorised to accept these Terms and enter into a binding agreement with the Company on such entity’s or person’s behalf (and in such circumstances, references in these Terms to “Contributor”, “you” or “your” is a reference to the entity or person on whose behalf you are authorised to make a contribution). 11. You are making a contribution for the purchase of CCX to support the development, testing, deployment and operation of the CoinCasso Exchange Token Ecosystem and to potentially use and interact with the CoinCasso Exchange Token Ecosystem at a future point in time. You are not making a contribution under these Terms for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes. 12. Any contribution to be made by you for the purchase of CCX is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities. 13. You will not use CCX to finance, engage in, or otherwise support any unlawful activities. 14. The contribution will be transferred to the Company from a Bitcoin address or an Ethereum wallet that: (i) is registered in your name or in the name of a person who is duly authorised by you to send a contribution to the Company; and (ii) is not located in or that is not registered in the name of a person located in or resident of the United States of America, the People’s Republic of China (excluding the Special Administrative Regions of Hong Kong and Macau, and the island of Taiwan), Japan, the Republic of Korea or any country or territory that has been designated by the Financial Action Task Force as a “noncooperative country or territory” (each a “Prohibited Jurisdiction”). 15. Making a contribution and receiving CCX under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution will be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction). 16. You are not a citizen of or resident or domiciled in a Prohibited Jurisdiction or making a contribution for the purchase of CCX from a location in a Prohibited Jurisdiction, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of a Prohibited Jurisdiction, nor are you making a contribution for the purchase of CCX for or on behalf of any such person or entity. 17. You are not a resident or tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which entry into or performing your obligations under these Terms or the distribution, holding, use or exchange of CCX is unlawful or restricted in any way or requires licensing, registration or approval of any kind. 18. You are not a resident or tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which the Company has notified on the CoinCasso Exchange Token Ecosystem as being subject to prohibitions or restrictions on the holding of CCX. 19. You will observe all applicable laws and regulations in such manner that will, to the best of your knowledge and belief, result in compliance by you and the Company in any jurisdiction in which you directly or indirectly:
(a) purchase, hold, use, offer, sell, transfer, deliver, re-sell, re-offer or exchange CCX; (b) enter into or perform your obligations under these Terms; or (c) distribute these Terms or any advertisement or similar material. 20. You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territorywide sanction imposed by any country or government or international authority. 21. You will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of CCX.
22. You will provide us with details of an Ethereum wallet that supports the ERC20 token standard (that is, technically supports the receipt, storage, holding and transfer of tokens such as CCX). 23. You enter into these Terms voluntarily and based on your own independent judgment and on advice from independent advisors as you have considered necessary. 24. You understand and accept the risks of participating in token sales with regards to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms.
SCHEDULE 2 RISK FACTORS THE FOLLOWING ARE NOT NOR ARE THEY INTENDED TO BE A COMPREHENSIVE OR EXHAUSTIVE LIST OF RISK FACTORS 1. Risk of software weaknesses: As CCX, the Smart Contract System and the CoinCasso Exchange Token Ecosystem are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on CCX, the Smart Contract System and/or the CoinCasso Exchange Token Ecosystem. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the CCX (including the utility of CCX for obtaining services), the Smart Contract System and/or the CoinCasso Exchange Token Ecosystem, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating CCX will be uninterrupted or error-free and why there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/ or CCX. 2. Regulatory risk: Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the CoinCasso Exchange Token Ecosystem, including its termination and the loss of CCX for the Contributor. Additionally, regulation of proposed activities of the CoinCasso Exchange Token Ecosystem is presently uncertain. It is not known what regulatory framework the proposed CoinCasso Exchange Token Ecosystem and associated activities will be subject to, the nature and obligations that will be imposed on the Company in order to comply with any such regulatory framework or when/if the Company will even be able to apply to be regulated, or successfully obtain the required licences so that it may lawfully carry out its proposed business activities. 3. Risks associated with uncertain regulations and enforcement actions: The regulatory status of CCX and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the CoinCasso Exchange Token Ecosystem and CCX. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the CoinCasso Exchange Token Ecosystem, CCX. Regulatory actions could negatively impact the CoinCasso Exchange Token Ecosystem, CCX in various ways, including, for purposes of illustration only, through a determination that CCX are a regulated financial instrument that requires 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. 4. Risk of abandonment / lack of success / business failure: The creation and issue of CCX and the development of the CoinCasso Exchange Token Ecosystem may be abandoned, may suffer from
lack of success and may suffer business failure for a number of reasons including but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if any such CoinCasso Exchange Token Ecosystem is partially or fully developed and launched, you will receive any benefits through CCX that you hold. 5. Risk associated with other applications: The CoinCasso Exchange Token Ecosystem may give rise to other, alternative projects, promoted by unaffiliated third parties, under which CCX will have no intrinsic value. This means that competitors may produce platforms that compete with the CoinCasso Exchange Token Ecosystem and may not accept CCX as payment for services within such platforms; further, such platforms may become more popular and have greater success than the CoinCasso Exchange Token Ecosystem. In addition, the utility of CCX depends on the success of the CoinCasso Exchange Token Ecosystem, if developed. The CoinCasso Exchange Token Ecosystem may not be popular or widely used after it is launched. In the long term, the CoinCasso Exchange Token Ecosystem may fail to attract a critical mass of users. The CoinCasso Exchange Token Ecosystem may be merged with other projects. Various circumstances, including technical advancement and competitors, may render the CoinCasso Exchange Token Ecosystem obsolete. 6. Risks associated with markets for CCX: The Company may choose not to enable or otherwise facilitate any secondary speculative trading or any such external valuation of CCX. This may restrict the contemplated avenues for using CCX to the token utility described in the CCX Whitepaper and could therefore create illiquidity risk with respect to any CCX you own. Even if secondary trading of CCX 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 any third party ascribes an external exchange value to CCX (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If you are purchasing the CCX as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that CCX are not offered by the Company or its affiliates on an investment basis.
7. Risk of losing access to tokens due to loss of private key(s), custodial error or your error: CCX can only be accessed by using an Ethereum wallet with a combination of the Contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained CCX associated with your Ethereum wallet address may be unrecoverable and permanently lost. In addition, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum wallet, may be able to misappropriate your CCX. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store CCX, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your CCX. 8. Risk of theft and vulnerabilities: The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or CCX, adversely impacting the ability to develop the CoinCasso Exchange Token Ecosystem and derive any usage or functionality from CCX. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the CoinCasso Exchange Token Ecosystem is based on open-source software, there is a risk that a third party or a member of the Company’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the CoinCasso Exchange Token Ecosystem, which could negatively affect the CoinCasso Exchange Token Ecosystem and CCX.
9. Risk of Ethereum mining attacks: As with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and rare condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of token transactions, and expected proper execution and sequencing of contract computations. You understand and accept that the network of miners will ultimately be in control of the distribution of the CCX via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to CCX losing intrinsic value and/or functionality. 10. Risk of incompatible wallet service: The wallet or wallet service provider used to receive CCX must conform to the ERC20 token standard in order to be technically compatible with CCX. The failure to ensure such conformity may have the result that Contributor will not gain access to his CCX. 11. Risk of hard-fork: The CoinCasso Exchange Token Ecosystem will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to CCX may be required (hard-fork of CCX) and that, if you CCXide not to participate in such upgrade, you may no longer be able to use your CCX and any nonupgraded CCX may lose its utility in full. 12. Risk of uninsured losses: Unlike bank accounts or accounts at some other financial institutions, CCX 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. 13. Risks arising from taxation: The tax characterization of CCX is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of CCX, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes, capital taxes and similar taxes, levies, duties or other charges and tax reporting requirements. 14. Risk of an unfavourable fluctuation of Bitcoin, Ethereum and other currency value: The Company intends to use the contributions received to fund the development of the CoinCasso Exchange Token Ecosystem and various other operating expenses. The contributions received will be denominated in ETH and may be converted into other cryptographic assets and fiat currencies. If the value of BTC, ETH or other currencies fluctuates unfavourably during or after the Token Sale, the Company may not be able to fund the development of, or may not be able to maintain, the CoinCasso Exchange Token Ecosystem in the manner that it intended. 15. Risk of dissolution of the Company or network: It is possible that, due to any number of reasons including, but not limited to, an unfavourable fluctuation in the value of BTC, ETH (or of other cryptographic assets and fiat currencies), decrease in the CCX utility due to negative adoption of the CoinCasso Exchange Token Ecosystem, the failure of commercial relationships, or intellectual property ownership challenges, the CoinCasso Exchange Token Ecosystem may no longer be viable to operate and the Company may dissolve and may not be able to continue the development of the CoinCasso Exchange Token Ecosystem. 16. Risks arising from lack of governance rights: As CCX confers no governance rights of any kind with respect to the CoinCasso Exchange Token Ecosystem or the Company; all decisions involving the Company (including to sell or liquidate the Company) will be made by the Company acting in its sole and absolute discretion, and all decisions involving the CoinCasso Exchange Token Ecosystem including, but not limited to, CCXisions to discontinue the CoinCasso Exchange Token Ecosystem, to create and issue more CCX, will be made by the Company. These decisions could adversely affect the CoinCasso Exchange Token Ecosystem and/or the CCX you hold. 17. Risks arising from the market in which the CoinCasso Exchange Token Ecosystem operates: The cryptocurrency exchange market, the token listing and trading market, ICOs, and by extension the CoinCasso Exchange Token Ecosystem, are subject to a variety of federal, state and international laws and regulations, including those with respect to know your customer, anti-money laundering and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or
regulations affecting the CoinCasso Exchange Token Ecosystem could be enacted, which could impact the utility of CCX in the CoinCasso Exchange Token Ecosystem. In addition, the CoinCasso Exchange Token Ecosystem users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements CoinCasso Exchange Token Ecosystem and the CCX, including its utility to obtain or provide services within the CoinCasso Exchange Token Ecosystem. 18. Risks associated with the development and maintenance of the CoinCasso Exchange Token Ecosystem: The CoinCasso Exchange Token Ecosystem is still under development and may undergo significant changes over time. Although we intend for CCX and the CoinCasso Exchange Token Ecosystem to function as described in the CCX Whitepaper and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of CCX or to the CoinCasso Exchange Token Ecosystem for any number of legitimate reasons. Moreover, we may not be able to retain full and effective control over how other participants will use the CoinCasso Exchange Token Ecosystem, what products or services will be offered through the CoinCasso Exchange Token Ecosystem by third parties, or how third-party products and services will utilise CCX (if at all). This could create the risk that CCX or the CoinCasso Exchange Token Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the CoinCasso Exchange Token Ecosystem, it is still possible that the CoinCasso Exchange Token Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the CoinCasso Exchange Token Ecosystem, CCX and the potential utility of CCX, including the utility of CCX for obtaining services and/or offering rewards and/or being used in the manner intended at the time of the Token Sale. 19. Risks associated with incomplete information regarding the CoinCasso Exchange Token Ecosystem: You will not have full access to all the information relevant to the Company and/or to the CoinCasso Exchange Token Ecosystem. The Company is not required to update you on the progress of the CoinCasso Exchange Token Ecosystem. You are responsible for making your own CCXision in respect of purchasing CCX. The Company does not provide you with any recommendation or advice in respect of the purchase of CCX. You may not rely on the Company to provide you with complete or up to date information. 20. Risk of competing platforms: It is possible that alternative platforms could be established that use the same open source code and protocol underlying the CoinCasso Exchange Token Ecosystem and attempt to facilitate services that are materially similar to the services offered by or within the CoinCasso Exchange Token Ecosystem. The CoinCasso Exchange Token Ecosystem may compete with these alternatives, which could negatively impact the CoinCasso Exchange Token Ecosystem, CCX, including the utility of CCX for obtaining services offered by or within the CoinCasso Exchange Token Ecosystem. 21. Risk of inadequate resources: The Token Sale and the CoinCasso Exchange Token Ecosystem will require intensive computing resources. The demand for these resources may exceed the Company’s estimates. Ultimately, the Company’s resources may prove inadequate to support the Token Sale and/or develop the CoinCasso Exchange Token Ecosystem, which may affect the distribution and/or utility of CCX. 22. Risks associated with third party contractors: Development of CCX and of the CoinCasso Exchange Token Ecosystem, and the operation of the Token Sale, will require third-party contractors with particular expertise in Ethereum and blockchain technology. The availability of such contractors is limited. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Company. The costs associated with any such contractors may be significantly greater than currently estimated. Furthermore, the quality, reliability and timely delivery of services by such contractors may vary significantly. 23. Jurisdiction related risks: Residents, tax residents or persons having a relevant connection with certain jurisdictions are excluded from the Token Sale. Changes in your place of domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the distribution, holding, use or exchange of CCX is, and remains lawful despite changes to applicable laws, your residence and circumstances. 24. Unanticipated risks: Cryptographic tokens such as CCX are a new and untested technology. In addition to the risks set out in this Schedule 2, there are other risks associated with your acquisition, storage, transfer and use of CCX, including those that
the Company may not be able to anticipate.
Such risks may further materialise as unanticipated variations or combinations of the risks set out in this Schedule 2.
CCX Tokens are not viewed as securities and only represent stakes in the company’s project, which once completed have certain values as determined by the larger market. Due to inaccuracies in legal regulations, the purchase of tokens is not offered to residents, citizens and people residing in the US. Any attempt to purchase for above members during the crowdsale are subject to cancellation of transactions and no tokens will be issued.
Terms and Conditions of Affilates.
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
CCX NET -> Coincasso.io
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MERCHANT, INC. (DBA Coincasso.io)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Coincasso.io's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Coincasso.io web site. Please note that throughout this Agreement, "we," "us," and "our" refer to Coincasso.io, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the coincasso.io website. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Coincasso.io or any other affiliated business.
2.2. As a member of Coincasso.io's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Coincasso.io web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Coincasso.io reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6 ONLY ONE ACCOUNT PER HOUSEHOLD / IP ADDRESS IS PERMITED, SUBJECT TO BAN.
3. Coincasso.io Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Coincasso.io Affiliate Program.
3.2. Coincasso.io reserves the right to terminate this Agreement and your participation in the Coincasso.io Affiliate Program immediately and without notice to you should you commit fraud in your use of the Coincasso.io Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Coincasso.io shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Coincasso.io's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Coincasso.io's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Coincasso.io uses a third party to handle all of the tracking and payment. The third party is eg. coinpayments.net crypto coinpayments processor and are paid only in cryptocurrency. Kindly review the network’s payment terms and conditions.
7. Access to Affiliate Account Interface
You will create a password so that you may enter coincasso.io secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Coincasso.io could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Coincasso.io. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Coincasso.io so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Coincasso.io so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Coincasso.io. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Coincasso.io Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
Due to the regulation and law you are not permitted to promote our sale to residents in USA and CANADA, to website located in USA and/or all connection are prohibited.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Coincasso.io, our token sale website or , www.Coincasso.io, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any Coincasso.io’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Coincasso.io’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.5 Affiliates are subject of ID verification process before any payout is being made.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Coincasso.io's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Coincasso.io and the good will associated therewith will inure to the sole benefit of Coincasso.io.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Coincasso.io MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Coincasso.io SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Coincasso.io ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL Coincasso.io'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Coincasso.io, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Coincasso.io. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.