Last Updated: October 26th 2018
These Token Generation Event (the “TGE”) participation Terms and Conditions (the “Agreement”) contain the terms and conditions that govern the distribution and conditions of use of the nOS Token, a Cryptocurrency (defined below) created and owned by the Company (defined below), (the “nOS Token”) to contributors.
The Agreement governs the relationship between You or the entity that You represent (the “User”, “You” and ”Your”) and nOS Limited, a limited liability company incorporated and registered under the laws of Malta, with company registration number C 87299 and having its registered address situated at 136, St. Christopher’s Street, Valletta VLT 1436, Malta, together with any of its subsidiaries and affiliates, (the “Company”, “Us”, and “Our”).
You and the Company are hereinafter referred to, individually as a“Party”, and collectively as the “Parties”.
“Website” shall mean the website of the Company on which the Know Your Customer procedure and Token Generation Event will take place at https://nos.app.
“Account” shall mean an online account created by the user on the Website.
“Affiliate” shall mean a person, entity or organization associated with the Company.
“Blockchain” shall mean a type of distributed ledger, comprised of unchangeable, digitally recorded, data in packages called blocks.
“Cryptocurrency” shall mean a digital asset designed to work as a medium of exchange using cryptography to secure the transactions and to control the creation of additional units of the currency.
“NEO Network” or “NEO Blockchain” shall mean an open blockchain platform.
“NEO” shall mean the name of the cryptocurrency used within the NEO blockchain platform. Further information on the NEO can be found at https://www.neo.org/.
“Private Key” shall mean a personalized code which is paired with a public key encrypted with algorithms.
“nOS Platform” shall mean a solution for decentralized application development, distribution, discovery, and interaction developed, created and operated by the Company.
“dApp Gateway” shall mean an index of applications, where applications are rated in a decentralized manner by users of the nOS Platform.
“MIT License” shall mean a permissive free software license which places very limited restriction on reuse and license compatibility.
“Services” shall mean any service provided by the Company and/or its affiliates, including the services available to registered Users on the Website.
“User” shall mean any subscriber, acquirer and holder of the nOS Token.
“Valid KYC Documentation” shall mean the relevant anti money laundering and prevention of terrorism documentation which the Company is required to request from the User and which ensures identification, verification and source of funds by the Company in accordance with relevant legislation and accompanying rules.
“Virtual Token” shall mean a form of digital medium recordation whose utility, value or application is restricted solely to the acquisition of goods or services, either solely within the DLT platform on or in relation to which it was issued or within a limited network of DLT platforms.
“Wallet” shall mean any type of wallet used for storage of cryptocurrencies on the NEO Network.
“Whitepaper” shall mean the document published on the Website containing the TGE conditions and describing the Company’s project model including an understanding and description on the features and characteristics of the nOS Token.
“Token Generation Event” or “TGE” shall mean the distribution event of the nOS Token as defined in the Whitepaper.
About nOS Platform and nOS Token:
nOS Platform is a solution and platform for decentralized application development, distribution, discovery, and interaction.
The nOS Token aims to power the decentralized network of the nOS Platform. The nOS Token grants access to features within the nOS Platform such as the ability to rate or rank applications that have been deployed or published on the nOS Platform, and the ability to utilize the platform’s exclusive name service and decentralized filesystem.
The nOS Platform will be executed by an experienced and entrepreneurial team with many years of experience in Software as a Service (“SaaS”) projects.
The funds raised through the TGE may (among other activities) be utilized to develop the nOS Platform and relevant software application and project development, marketing and sales, operations, administration, legal activities related to the operation, maintenance and administration of the nOS Platform.
Acceptance of this Agreement:
This Agreement comes into effect the moment You register on the Website as a User, which involves opening an Account in terms of clause 4.1 below, and includes the completion of all Valid KYC Documentation being collected and approved by the Company. You are not considered a User before Valid KYC Documentation is approved by the Company.
This Agreement constitutes a legally binding agreement between You and the Company and governs Your use of the Company’s Website, nOS Platform and nOS Token. The provisions within this Agreement are to be read carefully.
In the event of a revision of the Whitepaper or changes to Platform functionalities and/or restrictions, the Company may make changes to the provisions within this Agreement at any time. The Company will notify You about any such changes should they be applied and You will have the opportunity to review and to agree or decline to such changes. Should You decline to such changes, the Company reserves the right to terminate Your Account in terms of clause 17.2 of this Agreement.
The Company shall have the right to change the Website (temporarily or permanently) at any time in order to improve Website functionality, and You confirm that the Company shall not be liable to You for any such change.
Use of the Website and/or the Services is limited to individuals who are over the age of eighteen (18) years of age or older and are capable of lawfully entering into contracts under applicable law.
In order for You to be able to start using the Website, You are required to register with the Company and open an account (“Account”). The Company will provide You with a unique login ID and password. The Company is entitled to refuse Your registration and is under no obligation to provide You with reasons for refusal.
You agree that all information provided to us, such as, but not limited to, valid identification and verification document, residential address or registered address in case of corporate entities, email address, source of funds during the term of validity of this Agreement are complete, true, correct and accurate and that You will immediately notify the Company in situations where there have been any changes to such information or a change to Your details on the Website.
The Company reserves the right to suspend the usage of the Account at any time. Suspension means that You may no longer be able to log in to the Account, and that You may not be able to participate in the “Know Your Customer” procedure, or any other procedure that may take place as part of the TGE. The Company shall inform You of the reasons for suspension as and when it occurs. You may challenge the suspension in terms of Clause 18 of this Agreement.
It is Your sole and exclusive responsibility to ensure that Your login details are kept and stored safely and securely. You must not disclose Your login details to any third party, doing so will constitute a breach of this Agreement. We recommend that You never share or disclose Your Account information with any third party. You should create a complex, secure and unique password which is not easily identifiable and ensure that such password, change Your password from time to time and always log out when You are finished from using the Account. We shall not be responsible for any abuse or misuse of Your Account by third parties due to Your disclosure, whether intentional or accidental, active or passive, in relation to Your login details to any third party.
You shall not use the Website for any purpose that is unlawful or prohibited by this Agreement and prohibited in terms of any law. Your registration implies Your confirmation and a guarantee that by using the Website, You will act honestly and, in such way, that it would meet the interests of both You and the Company. The Company reserves the right to refuse or close an Account without prior notice if the use of the Website is unlawful or in breach of any applicable rules or regulations issued by a competent authority.
A number of participation requirements set forth in the Website have to be met in order to be able to participate in the TGE. You can only participate in the TGE within such stipulated period and in such manner as set forth in the Website.
The Company has the right to refuse selling nOS Tokens to anyone who does not meet the criteria specified within this Agreement specifically in relation to the terms and conditions regulating the acquirement of nOS Tokens, as set out in this Agreement, the Website and in terms of the applicable law.
You hereby confirm Your understanding and acknowledge that the purchase and sale of cryptocurrencies and tokens of any kind involve risk. Due to the constant price fluctuations of cryptocurrencies, the value of Your assets may increase or decrease at any time.
The Company has created an initial total supply of three hundred and seventy five million (375,000,000.00) nOS Tokens based on the NEO
Due to “Selective Supply Increase” as described in the Whitepaper, the total token supply may increase over time. This periodic increase in supply can never exceed 5% per year.
A total of a maximum of one hundred ninety million (190,000,000.00) nOS Tokens will be put up for distribution, against a contribution.
nOS Tokens will become transferable between NEO wallet addresses after the Token Sale End Date.
The TGE will be conducted over four stages:
Pre-sale (also referred to as Public pre-sale); and
The pre-sale and public sale start- and end dates will be
clearly publicized on the Website. You are to pay attention to
any such publications at your own discretion and
There is no minimum amount to be raised (no “ Soft cap”), and the maximum amount of all of the contributors, of all stages of the TGE (outlined in 6.4), shall not exceed nineteen million USD ($19,000,000.00) (“Hard cap”). Any transactions in excess of the Hard cap will be refunded to the contributors.
All unsold nOS Tokens generated from the Public sale round will go to the Vested Company Reserve, vested over a 1-year Vesting Schedule as per our Whitepaper.
The Company will launch the Public sale only in exchange for NEO. Any other cryptocurrency or other method of payment used to transfer funds to the address of the Company once the TGE has started will not be refunded. The Company may decide, at its own discretion, to accept other cryptocurrencies and other methods of payment, as may be communicated by the Company on its website before or during the TGE.
For the Public sale, the conversion ratio of NEO (and any other crypto-currency that may be accepted as a method of payment) to USD will be decided by a 10-day EMA (Exponential Moving Average) prior to the start of the Public pre-sale. For the Private sale, a separate 10-day EMA will be calculated prior to the contribution period of the Private sale.
Every contributor to the nOS Token must undergo account verification through Valid KYC Documentation as may be indicated by the Company on the Website.
The TGE start date will be clearly publicized on the Website.
The Token distribution model is outlined in the “Token Generation Event” section of the Whitepaper.
In order to participate in any phase of the TGE, You must agree to the Terms outlined in this document and also acknowledge to have read the Whitepaper. Access to features on the Website that may allow access to the TGE, such as the KYC procedure, will require Your prior agreement to these Terms as well Your acknowledgment to having read the Whitepaper.
nOS Tokens Characteristics, Features, Rights and Attributes:
The nOS Token may be used by You as an instrument for
practicing certain features on the nOS Platform as described
and outlined in the Whitepaper.
The nOS Token forms a digital medium recordation whose utility solely entails the utilization of services on the nOS Platform.
Your use of the nOS Token shall be subject to the Terms and Conditions of the nOS Platform made which shall be available on the Website.
The Company provides no guarantees of the future use or value
of nOS Token, which value may fluctuate and may be reduced to
You are not expected to make a profit from the acquisition of a
nOS Token and shall have no expectation of profit from the
future success of the Company’s business and/or the efforts of
the Company or other persons.
The nOS Token do not in any way represent a share, debenture,
stock or unit of the Company. The nOS Token does not represent
ownership interests or grant ownership rights, control and
voting rights in the Company, nor do they grant any rights to
receive a share of the Company’s profit nor any distribution of
assets upon the liquidation and winding up of the Company.
It is within the Company’s discretion to unilaterally make decisions on spending, investing and otherwise using the funds received during the TGE.
The Company is not obliged to redeem nOS Tokens at any given time.
The sale of a nOS Token and the nOS Token itself do not represent securities, commodities, swaps, future contracts, or either securities or commodities or a financial instrument of any kind. Purchases and sales of a nOS Token are not subject to the applicability of any law which may govern or regulate any types of financial instrument. This Agreement and all other documents referred to in this Agreement including the Whitepaper do not constitute a prospectus or offering document, and are does not represent an offer of sale to the public, nor is this Agreement solicitation of an offer to buy an investment, a security, commodity, a future contract or a swap on either a security or commodity.
The purchase of a nOS Token is not for investment purposes and the User should not purchase a nOS Token which such intentions. The nOS Token is not designed, developed nor intended to be used for investment purposes and should not be considered as a type of investment. You acknowledge, understand and agree that the holding of a nOS Token does not constitute a guarantee, representation or warranty that the holder will be able to make sure of any assets or profits generated or held in the name of the Company.
You acknowledge and agree that You are not purchasing a nOS Token for purposes of investment or speculation, arbitrage strategy, for immediate resale or other financial purposes.
You acknowledge that all purchases of a nOS Token are final and non-refundable by the Company and that the Company is not required to provide You with a refund of any kind or for any reason and that You will not receive money or other compensation in lieu of a refund.
You hereby acknowledge that You have no right to withdraw from this Agreement or the TGE, since the price of the nOS Token is dependent on fluctuations in the financial market which cannot be controlled by the Company, and which may occur within the withdrawal period prescribed by applicable law.
Should there be any regulations imposed by the Company which may affect the nOS Tokens’ rights and attributes, the terms and conditions of this Agreement and other terms regulating the usage of a nOS Token may be amended significantly by the Company to ensure compliance with such regulatory requirements.
Security and Data; Taxes:
You will implement reasonable and appropriate measures designed to secure access to:
any device associated and utilized in connection with Your purchase of the nOS Token;
Private Keys to Your Wallet or Account;
and any other username, passwords or other login or identifying credentials.
In the event that You are no longer in possession of Your Private Keys or any device associated with granting access to Your Account, You may lose all of Your nOS Tokens and/or access to Your Account, the Company shall not be liable for any loss in situations where Your Private Keys including information relative to and any other username, passwords or other login or identifying credentials have gone missing.
The Company is under no obligation to recover any nOS Tokens that have been lost, stolen or destroyed due to Your failure or negligence in maintaining appropriate level of security in accordance with the provisions of this Agreement.
Upon the Company’s request, You will immediately provide to the Company, information and documents that the Company, at its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation, judicial process. Such documents include, but are not limited to, copies of a passport, driver’s licence, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to the Company disclosing such information and documents which may be required by the Company for purposes of complying with applicable laws, regulations, rules or agreements. You acknowledge that the Company may refuse to distribute nOS Tokens to You until such requested information is provided.
You acknowledge, understand and agree that:
the purchase and receipt of nOS Tokens may give rise to tax implications for you;
You are solely liable and responsible for Your compliance with tax obligations;
the Company bears no liability or responsibility with respect to any of Your tax obligations.
Third Party Charges:
No charges or fees will be imposed by the Company for the use of the nOS Platform to any User, although certain features of the nOS Plaform may be subject to a fee or a charge or require the User to stake nOS Tokens.
Third party applications developed or deployed on the nOS Platform may however charge users for goods, services or even for mere use of such applications. This is entirely dependent on the third-party application developer. You acknowledge that any such charges, costs or fees imposed by third party applications are not being imposed by the Company and that the Company has no control over them.
YOU ACKNOWLEDGE AND UNDERSTAND THE RISKS SET OUT IN THIS CLAUSE AND THAT nOS TOKENS HAVE NO MONETARY VALUE. YOU MAY LOSE ALL AMOUNTS PAID. ACCORDINGLY, YOU HAVE CAREFULLY READ, REVIEWED AND ACKNOWLEDGE, UNDERSTAND AND ASSUME THE RISKS SET OUT IN THIS CLAUSE, AS WELL AS OTHER RISKS ASSOCIATED WITH THE nOS TOKENS (INCLUDING ALL THOSE WHICH ARE NOT SET OUT IN THIS AGREEMENT), ALL OF WHICH WOULD RENDER THE nOS TOKENS WORTHLESS OR OF LITTLE VALUE.
nOS Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, intellectual property rights or any other form of participation relating to the Company.
NEO Blockchain is prone to periodic congestion during which transactions can be delayed or lost. Third party individuals may also intentionally spam the NEO network in an attempt to gain an advantage in purchasing cryptographic tokens. You acknowledge and understand that NEO Blockchain block producers may not include Your transaction when You want due to network congestion or transaction spam which is beyond nOS Platform’s control, this may result in delays to Your transaction not being included on the NEO Blockchain.
You acknowledge, understand and agree that nOS Tokens may have no monetary value, there is no guarantee or representation of liquidity for the nOS Tokens and that the Company is not and shall not be responsible or liable for the market value of nOS Tokens, the transferability and/or liquidity of nOS Tokens and/or the availability of any market for nOS Tokens through third parties or otherwise.
nOS Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organisations may attempt to interfere with the nOS Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing and spoofing. Furthermore, because the NEO platform rests on open source software and nOS Tokens are based on open source software, there is the risk that smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the nOS Tokens or result in the loss of Your nOS Tokens, the loss of Your ability to access or control Your nOS Tokens or the loss of nOS Tokens in Your Account. In the event of such a software bug or weakness, there may be no remedy provided by the Company to the User and holders of nOS Tokens are not guaranteed any remedy, refund or compensation.
nOS Tokens purchased by You may be held in Your digital wallet or vault, which requires a Private Key, or a combination of Private Keys, for access. Accordingly, loss of requisite Private Key(s) associated with Your digital wallet or vault will result in loss of such nOS Tokens, access to Your nOS Tokens’ balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such Private Key(s), including by gaining access to login credentials of a hosted wallet or vault service You use, may be able to misappropriate Your nOS Tokens. The Company is not responsible for any such losses.
The Company’s software and platform and all of the matters set forth in the Whitepaper are new and untested. The software might not be capable of completion, implementation or adoption. It is possible that no blockchain utilising the software will be ever launched and there may never be an operational platform. You should not rely on the software or the ability to receive tokens associated with the nOS Platform in the future. Even if the software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the software may not have the functionality that is desirable or valuable. Also, technology is changing rapidly, so the nOS Tokens and any tokens transferable on the nOS Platform may become outdated.
Even if completed, the software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. The Company hereby provides no assurance or guarantee that such third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the software and nOS Platform.
Should You fail to map a Public Key to Your Account, this may result in third parties being unable to recognise Your nOS Token balance on the NEO blockchain when and if they configure the initial balances of a new blockchain based upon the software of which the Company makes no representation or guarantee.
The nOS Platform and inbuilt software is still under development and may undergo significant changes over time. Although the Company intends for the software to have the features and specifications set forth in the Whitepaper, the Company may be required to make changes to such features and specifications for any number of reasons, and any party (such as third party entities who attempt to copy the open-source software of the Platform) that adopts the software and launches the nOS Platform may also make changes, any of which may imply that the nOS Platform may not meet Your expectations.
The development of the software may be abandoned 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, or departure of key personnel.
To the extent that the software is finished and adopted and the
nOS Platform is launched, the ongoing success of the nOS
Platform relies on the interest and participation of third
parties. The Company does not provide any assurance or
guarantee that there will be sufficient interest or
participation in the nOS Platform.
As nOS Platform’s primary code is open-source and under the MIT License, whether development is abandoned by the Company or not, nOS Platform’s code development may be subject to further change or modification by any third party, such amendment or modification is not within the Company’s control.
Cryptographic tokens, digital assets and blockchain technology may be unregulated, or their status unclear, in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact tokens in various ways, including, for example, through a determination that tokens are regulated financial instruments that require registration. The Company may cease the distribution of nOS Tokens, the development of the software and the nOS Platform or cease operations in a particular jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
FOR THE AVOIDANCE OF ANY DOUBT, RESIDENTS AND CITIZENS OF CHINA, UNITED STATES OF AMERICA (USA), DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA (DPRK OR NORTH KOREA), SYRIA, ETHIOPIA, IRAN, SRI LANKA, SUDAN, YEMEN AS WELL AS ANY OTHER JURISDICTION THAT IS FROM TIME TO TIME CONSIDERED TO POSE A HIGHER RISK OF MONEY LAUNDERING AND/OR FUNDING OF TERRORISM BY THE FINANCIAL ACTION TASK FORCE (FATF), THE UNITED NATIONS (UN), THE USA, THE EUROPEAN UNION (EU) OR THE MALTESE FINANCIAL INTELLIGENCE ANALYSIS UNIT (FIAU), AND OF ANY OTHER JURISDICTION THAT FORBIDS OR RESTRICTS OR DECLARES AS UNLAWFUL THE PARTICIPATION IN VIRTUAL TOKEN GENERATING EVENTS AS WELL AS INDIVIDUALS WHO ARE SUBJECT TO SANCTIONS ISSUED BY THE UN, US AND/OR THE EU, ARE NOT PERMITTED TO PARTICIPATE IN THE NOS TOKEN SALE, EITHER DIRECTLY OR INDIRECTLY. THE COMPANY WILL UNDERTAKE TO THE BEST OF ITS EFFORTS TO ELIMINATE THE POSSIBILITY OF SUCH RESIDENTS AND CITIZENS FROM PARTICIPATING IN THE NOS TOKEN GENERATION EVENT. THE COMPANY HAS THE DISCRETION TO REFUSE PARTICIPANTS ON A CASE BY CASE BASIS, IN CONJUNCTION WITH THE PARTICIPANT’S COUNTRY’S LEVEL OF HOSTILITY TOWARDS TOKEN GENERATION EVENTS. ANY ATTEMPT TO CIRCUMVENT THIS AGREEMENT WILL RESULT IN NOS TOKENS NOT BEING ISSUED, AND THE PAYMENT THEREOF BEING RETURNED TO YOU. THE COMPANY RESERVES THE RIGHT TO CHARGE A PROCESSING FEE WHEN YOU ARE FOUND TO BE IN BREACH OF THIS AGREEMENT.
As noted above, the industry in which the Company operates is a novel one, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions by government authorities, officials or agencies. The Company is not in a position to provide any assurance that governmental authorities will not examine the operations of the Company and/or pursue enforcement actions against the Company. The result of such actions may subject the Company to court judgments, settlements, arbitration proceedings, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the nOS Tokens and/or the development of the software.
Liability and indemnification:
To the fullest extent permitted by any applicable law, You hereby waive and disclaim any right or cause of action against the Company in any jurisdiction that would give rise to any damages for or based on the devaluation or loss in the value of the nOS Token.
In no circumstances will the aggregate liability of a Party, whether in contract, warrant, tort or otherwise, for damages to the other Party under this Agreement, exceed the amount received by the Company from You.
You understand and agree that the Company shall not be liable for any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interests rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
To the fullest extent permitted by any applicable law, You hereby release the Company from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between You and third parties.
To the fullest extent permitted by applicable law, a Party (“the Indemnifying Party”) will indemnify, defend and hold harmless and reimburse the other Party (“the Indemnified Party”) from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by the Indemnified Party arising from or relating to:
The Indemnifying Party’s responsibilities or obligations under this Agreement;
The Indemnifying Party’s breach of or violation of this Agreement;
any inaccuracy in any representation or warranty provided by the Indemnifying Party;
The Indemnifying Party’s violation of any rights of any other person or entity; and/or;
any act or omission committed by the Indemnifying Party, that is negligent, unlawful or constitutes wilful misconduct.
Notwithstanding anything else contained in this Agreement You shall indemnify the Company and hold the Company harmless from and against all damages, fees or other expenses which the Company may incur in the exercise of its right of defence of any claim brought by You against the Company or as a result of any breach of these Terms of Service , unless the Company may be found to be in breach of any of the provisions contained within this Agreement. The indemnity provided shall be in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and the Company.
Disclaimers and waivers:
You expressly acknowledge, understand and agree that the purchasing and using of nOS Tokens is done at Your own sole risk and that nOS Tokens are provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company.
THE COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND WITH RESPECT TO THE DISTRIBUTION OF THE NOS TOKENS , THE COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
You are responsible for maintaining the confidentiality and security of Your Account ID and password, and accept responsibility for all activities that occur under Your Account or password. You must notify the Company immediately in the event that the security of Your login or password has been breached or compromised.
You are responsible for maintaining adequate security and control of any and all identification numbers, Private Keys, or any other codes that You may use to access the Website and/or use of the nOS Tokens.
You hereby agree not to hold the Company liable for any loss arising out of, or in any way connected to, Your failure or negligence to properly secure and keep private Your Account information, email address, any password, Private Keys and any other identification numbers/codes used in connection with participation in the TGE and usage of the nOS Tokens.
The Company shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, trojan horses, worms or other malware that may affect Your computer or other equipment, or any phishing, spoofing or other attack.
The Company does not guarantee the confidentiality or privacy of any communication or information transmitted on the Website or any site linked to the Website. The Company will not be liable for the privacy or security of information, e-mail addresses, registration and identification information, disk space, communications, confidential or proprietary information, or any other content transmitted over networks accessed by the site, or otherwise connected with Your use of the Website.
No other rights created:
This Agreement does not create any loan obligations between You and the Company and the Company this does not provide You with any ownership or other interest in the Company.
The Company retains all rights to, titles and interests in, all of its intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You are not entitled to use any of the Company’s intellectual property for any reason without the Company’s prior written consent.
Your representations and warranties:
By purchasing the nOS Tokens You covenant, represent and warrant to the Company that You have all the requisite power and authority to execute and deliver this Agreement, to use and purchase nOS Tokens and to carry out and perform the obligations under this Agreement. Accordingly, if You are an individual, You shall represent and warrant that You are at least 18 years of age and of sufficient legal age and capacity to purchase the nOS Tokens. If You are a legal person, You are duly organised, validly existing and in good standing under the laws of Your domiciliary jurisdiction, and every other jurisdiction where You conduct Your business.
The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
any provision of Your organisational documents, if applicable;
any provision of any judgement, decree or order, by which You are bound of or by which any of Your assets are subject to;
any material agreement, obligation, duty or commitment to which You are a party of and by which You are bound to; or
any laws, regulations or rules applicable to You.
The execution and delivery of, and performance under this Agreement requires no approval or other action from any governmental authority or person other than Yourself.
You are legally permitted to participate in the TGE and You are legally permitted to receive and hold cryptocurrencies and tokens.
You have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain based software systems and blockchain technology, to be able to evaluate the risks and merits of Your nOS Token purchase and are able to bear the risks thereof, including loss of all the amounts paid, loss of tokens and liability towards the Company for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or wilful misconduct. You have obtained sufficient information in order to make an informed decision to purchase nOS Tokens.
You attest that You are not a criminal, are not associated with any criminal activity, and that all funds that are used by You in connection with the TGE and nOS Tokens purchase are free from any criminal association, are not the proceeds of crime, and are not derived from any criminal activity or acts of terrorism You shall not use the nOS Tokens to finance, engage in, or otherwise support any unlawful activities.
To the extent required by applicable law, You are required to comply with all anti-money laundering and counter-terrorism financing rules and regulations.
You hereby certify to the Company that any funds used by You in connection with participation in the TGE are either owned by You or that You are validly authorised to carry out transactions using such funds.
Termination of agreement:
The term of this Agreement is for a period of time which shall commence from the moment when You successfully register for the Account until this Agreement is terminated for whatever reason. Account cancellation shall cause this Agreement to be terminated.
The Company may terminate this Agreement together with Your right of access to the TGE and/or the Website and access to Your Account in the following instances:
The User does not agree to the changes to the provisions of this Agreement in terms of the provisions of clause 3.3;
The User creates multiple accounts for participation in the TGE;
The User uploads or transmits any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, racist or xenophobic, or otherwise objectionable, that incites violence, or that may invade another's right of privacy or publicity or otherwise infringes the rights of others;
The User carries out fraudulent activities of any kind;
The User re-sells his/her Account;
The User re-sells any Token allocation given to the User as part of the TGE Private Sale, Pre-sale, or Public Sale phase before the TGE has concluded.
The User interacts with so-called “investment pools” or “ICO pools”, or any third party that partakes in activities similar to that of “ICO pools”.
Participation in the TGE while the User is a resident of a country where such participation is forbidden.
The Company shall incur no liability as a result of the termination of this Agreement in terms of this Clause, except that in the case of clause 17.2.1, the Company shall refund You the amount of any unredeemed nOS Tokens at a value to be determined according to the date of purchase of the nOS Tokens by You.
Either Party may terminate this Agreement for breach by the other Party of the terms and conditions contained herein, by giving to the other Party 14 days’ notice. For the purposes of this Clause, the Company may be contacted at [email protected].
The Company may cease providing the services contemplated in
this Agreement in full or in part. In such an event, we will
inform You of the planned cessation and its scope at least 14
days before the planned cessation.
Dispute Resolution, Applicable law and Jurisdiction:
You and the Company shall cooperate in good faith to resolve any dispute, controversy or claim (including non-contractual disputes or claims) arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof. Should You and the Company be unable to resolve a dispute within ninety (90) days of notice of such dispute being received by all Parties, such dispute shall be finally settled by binding Arbitration as defined in Section 18.2.
In so far as permitted by the applicable law, each Party irrevocably agrees that any dispute not resolved within ninety (90) days as set forth in Section 18.1 shall be finally settled by arbitration in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force, which shall be deemed to be incorporated by reference into this Agreement. The number of arbitrators shall be one. The place of arbitration shall be Malta. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 18.54 herein. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgement upon the award may be entered by any court having jurisdiction thereof and having jurisdiction over the relevant Party or its assets. The Company and You will each pay the respective attorneys’ fees and expenses.
In so far as permitted by the applicable law, any dispute arising out of or related to this Agreement is personal to You and the Company and shall 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. Furthermore, 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.
Please note that the European Commission manages an Online Dispute Resolution website http://ec.europa.eu/odr/ dedicated to helping consumers and traders resolve their disputes out-of-court, including cross-border disputes.
Saving, where applicable, the provisions of Article 6(2) of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I), or any other legislative measure which may replace the said Regulation from time to time, this Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of Malta, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
This Agreement and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by the Company about the nOS Tokens, the Company software and the nOS Platform and other blockchain tokens.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason whatsoever, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
The digital token market is still in its relative infancy and there is not yet a uniform marked understanding or agreement on the nature of digital tokens. The legislative and regulatory framework for TGEs and cryptocurrencies in Malta is still being discussed by the relevant competent authorities, notwithstanding the fact there has been legislation which has been issued which regulates this industry, the Company will endeavour to comply with any law, rules and regulations and obtain any necessary licence which may become applicable to its TGE and/or cryptocurrency-related activities at a future date.