Terms of tokensale
Last update: 02/11/2019
PLEASE READ THESE TERMS OF TOKENSALE CAREFULLY. THIS DOCUMENT AND ANY OTHER DOCUMENTS THAT ARE PUBLISHED IN ASSOCIATION WITH THESE TERMS (SUCH AS THE WHITE PAPER RELATES TO A TOKEN OFFERING TO PERSONS (PURCHASERS) IN RESPECT OF THE INTENDED DEVELOPMENT AND USE OF THE VOLUM PLATFORM BY VARIOUS PARTICIPANTS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR A PROMOTION, INVITATION OR SOLICITATION FOR INVESTMENT PURPOSES. THE TERMS OF TOKENSALE ARE NOT INTENDED TO BE A FINANCIAL SERVICE THAT IS OFFERING DOCUMENT OR A PROSPECTUS. THE TOKEN OFFERING INVOLVES AND RELATES TO THE DEVELOPMENT AND USE OF EXPERIMENTAL SOFTWARE AND TECHNOLOGIES THAT MAY NOT COME TO FRUITION OR ACHIEVE THE OBJECTIVES SPECIFIED IN THE WHITE PAPER. THE PURCHASE OF TOKENS REPRESENTS A HIGH RISK TO ANY PURCHASER. THE TOKENS DO NOT REPRESENT EQUITY, SHARES, UNITS, ROYALTIES OR RIGHTS TO CAPITAL, PROFIT OR INCOME IN THE VOLUM PLATFORM OR SOFTWARE OR IN THE ENTITY THAT ISSUES TOKENS OR ANY OTHER COMPANY OR INTELLECTUAL PROPERTY THAT IS ASSOCIATED WITH THE VOLUM PLATFORM OR ANY OTHER PUBLIC OR PRIVATE ENTERPRISE, CORPORATION, FOUNDATION OR OTHER ENTITY IN ANY JURISDICTION. THE TOKENS ARE NOT, THEREFORE, INTENDED TO REPRESENT A SECURITY OR SIMILAR LEGAL INTEREST. IF YOU DO NOT AGREE TO THESE TERMS OF TOKEN SALE, DO NOT PURCHASE TOKENS.
This document acts as an agreed upon Terms of Token Sale (“Terms”) between You (“Purchaser”) and Volum Holdings, OU, (“Company”), duly incorporated under the law of Estonia, with the company number 14513559, and registered office address Ahtri tn 12, Tallinn, 10151, Estonia. Each of you and the Company are a “Party”, and together the “Parties.”
You accept these Terms when you purchase VLM tokens. VLM token is usual digital product (digital goods, digital commodities), developed by the Company as variety of digital tokens, specified by standard Ethereum ERC20 Token Standard (ERC20). VLM token could be useful only within the platform created by Company (hereinafter – VOLUM Platform). The existence of this good maintains by smart contract developed by the Company and Ethereum blockchain developed by third parties. The Purchaser states that he knows all the aspects of such goods.
VLM token is a digital product, utility token, and it does not have any value outside VOLUM Platform. The utility of such good is closely linked only with VOLUM Platform. By purchasing VLM tokens, Purchaser agrees that he understands absolutely futility of such digital commodity outside VOLUM Platform.
The Company can issue VLM tokens during token sale period with the estimated amount of 320,000,000 items. Still, the Company cannot issue more VLM tokens. Standard ERC20 determines VLM tokens functions.
Since the moment of receiving of VLM tokens by the Purchaser into its ownership for the aim of individual usage, the Company losses the possibility as well as instruments of any influence on VLM tokens – since that moment VLM tokens are considered to be Purchaser’s property. Usage of VOLUM Platform, including, but not limited to usage of VLM token in VOLUM Platform are guided by separate agreements with Company users. VOLUM Platform will be issued in TBD . Company reserves the right to amend any of VOLUM Platform features announced during token sale if ground of such amendments are insuperable and they could not be prevented by the Company. For example, the reason for such a correction could be legislation amendments, court decisions, amendments into politics of credit organizations and payment systems. The token sale is the form of pre-order for usage of VOLUM Platform. Blockchain was determined as database for keeping of data about release of good, its movement and redemption due to the fact of its reliability (permanence guaranteed by decentralizing) and popularity. Purchase of VLM tokens is subject to these Terms.
By purchasing VLM tokens from us, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact a VLM tokens sales team at email@example.com
To be eligible to participate in the Token Sale and to log into the Token Sale portal to make a purchase, you will have to go to the Website and provide us with your user credentials & your Wallet details or card details. Your Wallet must support the Ethereum ERC20 token standard to receive any VLM tokens you purchase from us.
The VLM token Issuing Entity is conducting a sale of VLM tokens and the Token Sale will be made available to many participants under these Terms. Once developed and built the VOLUM Platform is intended to focus on intermediating between lenders and borrowers, companies, agencies, buyers and sellers, software based supply chain management and logistics services.
The VOLUM Platform project is being made possible by Purchasers from the community in the form of purchase of VLM tokens that will enable VOLUM Platform development, improvement and support of the associated eco-system. The Token Sale is, therefore, intended to give Purchasers the ability to support and transact on the VOLUM Platform.
VLM tokens will be an integral part of the VOLUM Platform to support and to serve as an intermediate service between users.
VLM token value will likely reflect the scale and growth potential of the VOLUM Platform and its usability.
These Terms specify the terms and conditions applicable to the Token Sale.
It is intended that the VLM token Issuing Entity may form part of the group of companies that operate the VOLUM brand and VOLUM Platform. The VOLUM Platform shall be operated by an associated or subsidiary company of the Company and shall be subject to its own terms and conditions for participants that also contain terms relating to the use and functioning of the VLM tokens.
Company do not control the underlying technological infrastructure for the VLM tokens or the VOLUM Platform protocols (Blockchain) or third party applications related thereof. We are not responsible or liable for the Blockchain, the operation of the VOLUM Platform or any third-party uses of the VOLUM Platform.
2. Definitions and Interpretation
2.2 In these Terms (except where the context otherwise requires):
- The Section headings are included for convenience only and shall not affect the interpretation of these Terms;
- Any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
- Any reference to “persons” includes natural persons, firms, partnerships, or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
- Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline (“legislation”) is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.
2.3 These Terms are drafted in English: if translated into another language, the English language text shall in any event prevail.
3. Purchase of VLM tokens
These Terms shall govern our relationship with you in relation to the Token Sale and the VLM tokens and, to the extent applicable, modify, replace and supersede any previous terms and conditions in relation to the same. In the event there is a conflict between these Terms and any other terms or agreements, these Terms shall take precedence unless such additional terms expressly reference variation to these Terms.
We reserve the right to notify you of any further wallet- specific requirements at any time. For the avoidance of doubt, any refunds will be made in the same cryptocurrency or fiat currency.
We are not responsible for any delays, losses, costs, non-delivery of refunds or VLM tokens, or other issues arising from the failure to provide, or providing an inaccurate Wallet.
By agreeing to purchase VLM tokens during the Token Sale you are confirming your acceptance of these Terms and agree to be bound by them. Subject to the Terms of Service and these Terms, the Company agrees to sell to you and you agree to purchase from Company a specific number of VLM tokens at the price listed on (www.volum.io) depending on the time of purchase.
4. Scope of Terms
- Unless otherwise stated herein, these Terms govern purchase of VLM tokens from the Company during sale period (“Sale Period”). Any payment received by the Company after the end of the Sale Period will be accepted only if it was originated during the Sale Period. Company may request to provide evidence of payment from Purchaser.
- During Sale Period Company can carry out marketing events which includes those when VLM tokens are provided for free. Such events are intended to the increase of total tokens sales amount during Sale Period. Rules of the events may be published at www.volum.io or tokensale.volum.io or in the White Paper or announced to Purchaser by any other means.
- Should any conflict between Terms of Token Sale and Terms of Service, Terms of Token Sale shall prevail.
- Company has the right to enter into agreement with any of Purchasers on special conditions (including commercial conditions) which may be different from those stipulated by this Terms.
5. Token Sale
5.1 In consideration of payment of the Purchasers, the Company will, or will ensure that the VLM token Issuing Entity will, allocate and pay the number of VLM tokens Contributed for into Your Wallet from Our Wallet after the closing of the ICO Token Sale.
5.2 Commencement and Duration. The Company will conduct a public sale of VLM tokens (i.e. the Token Sale), which will consist of 3 rounds (Rounds 1 to 3). Pre-Sale will begin TO BE DETERMINED or when the Contribution Soft Cap A of 1,000,000 USD Equivalent value has been reached. This date will be reconfirmed on the website www.volum.io. When the Contribution Cap B of $74,600,000 USD has been reached, whichever is earlier.
5.3 VLM tokens shall be available during the Availability Period, after which no more tokens will be created. The total available amount of VLM tokens shall be fixed at 320,000,000. Price Must Be Received in Full Within 24 Hours.
5.4 If we have not received the payment of the full Price to Our Wallet within 24 hours of VOLUM Platform confirmations of the transaction. We reserve the right, in our sole discretion, to modify any of the timelines described herein to account for VOLUM Platform congestion or other technical challenges.
Delivery of VLM tokens
5.5 We will deliver the quantity of VLM tokens that you purchase not later than fifteen (90) days after the Availability Period (although we may extend the delivery deadline for up to two (2) additional weeks if necessary to address any unforeseen technical difficulties). A confirmation email to state the number of token that is purchased will be the final.
Possible Migration of VLM tokens
5.6 VLM tokens are being created as ERC20 tokens on the Ethereum protocol. We reserve the right to migrate the ERC20 based VLM tokens (Pre-existing VLM tokens) to another protocol and to generate replacement VLM tokens on the new protocol (Replacement VLM tokens) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the VOLUM Platform.
5.7 Should we decide to migrate the VLM tokens, we may no longer provide support for the Pre-existing VLM tokens relating to the VOLUM Platform except with respect to the migration process. Although we do not at this time anticipate that it will require any Pre-existing Token holders to convert their Pre-existing VLM tokens to Replacement VLM tokens, we anticipate there will be significant incentives for Pre-existing Token holders to do so, since the practical utility of Pre-existing VLM tokens will likely diminish rapidly once the Replacement VLM tokens are created and in use by a significant portion of VOLUM Platform participants. Accordingly, you acknowledge and agree that in order for you to continue to participate in the VOLUM Platform or obtain utility from the VLM tokens you may need to convert the VLM tokens you purchase during the Sale to Replacement VLM tokens in the future.
5.8 Should we decide to migrate VLM tokens, we will notify you via the email address you provided to us at the time of the Sale. You are solely responsible for updating us should your contact information
5.9 You also understand and accept that as the Contribution is smart-contract based, the functions, terms and conditions applicable thereon are set forth in the smart contract system existing on the Ethereum blockchain Smart Contract System (SCS). Furthermore, no other document or communication may modify or add any additional obligations or covenants for the VLM token Issuing beyond those set forth in these Terms.
5.10. You agree that you shall have no further claims against the Company in respect of their support of the VOLUM Platform or the Token Sale in respect of any support, contribution or advice provided to the Company or Released Parties save for as detailed in these Terms and that receipt of your VLM tokens will constitute full performance of any promises, representations, contracts or statements made by the Company or any Released Parties in respect of the same.
6. Contribution Mechanics
Qualification and General Issues
6.1. Any Contribution made to us during the Availability Period are characterized as a non-refundable and non-redeemable acquisitions of VLM tokens.
6.2. Purchasers of Pre-Sale VLM tokens understand and acknowledge that some or all of their Contributions could be used for the development and marketing of the Token Sale.
6.3. The total maximum number of Contributions that we will accept during the Token Sale shall be equal to the maximum of $74,600,000 USD (i.e. Contribution Cap B).
6.4. We will not accept any Contributions after Contribution Cap B has been reached. In case, for example, due to technical reasons, the Contribution Software (defined below) accepts Contributions exceeding Contribution Cap B, the Contributions that exceed Contribution Cap B (calculated based on the time of receipt) shall be returned to the address the respective Contribution transfer has been sent from.
6.5. Subject to Contribution Cap B, there is no maximum Contribution amount per Purchaser except Contributions until Contribution Cap A is reached which limited to____ USD per Purchaser. Minimum Contribution amount per Purchaser is ____ USD.
6.6. Contributions must be made by using the SCS or to such other address we specify to you in writing herein or on our Sites (Contribution Software). Any Contribution to us without using the Contribution Software will not lead to a recommendation for VLM tokens allocation as set forth below.
6.7. VLM tokens will only be issued on behalf of the VLM token Issuing Entity during the Availability Period as specified in writing by us in these terms or on the Site. To the extent that any third-party website, service or smart-contract offers VLM tokens during the Availability Period or facilitates the allocation or transfer of VLM tokens in any way during the Availability Period or at any time up to VOLUM Platform launch, such third-party websites or services are, unless explicitly mentioned on the website specified above, not authorized by us and have no relationship in any way with us. We shall not be liable for you making any transfers of value to a wallet that is not Our Wallet as specified by us in writing.
Contribution timing and thresholds
6.8. Block Time Delay: You are aware that, due to Ethereum block time delay, the exact time of the end of the Availability Period cannot be guaranteed.
6.9. You must ensure that you do not Contribute directly from an address provided by a cryptocurrency exchange service provider.
6.10. You are responsible for ensuring that the address used for your Contribution is fit to handle return functions and particularly, must ensure that you do not Contribute directly from an address provided by a cryptocurrency exchange service provider: failure to do so, may lead to your loss of this cryptocurrency (pursuant to your intended Contribution) – this also applies in event that your Contribution is not accepted by the Contribution Software for any other reason.
6.11. Relevant information relating to the Contributions made during the Availability Period shall be recorded by the Contribution Software (Contribution Information).
6.12. Upon a successful Contribution having been made, the Contribution Information will reflect the quantity of VLM tokens to be allocated to the Purchaser in proportion to their Contribution.
Issuance of VLM tokens
6.13. The creation and allocation of VLM tokens by are initiated by the Purchaser sending funds to the SCS, which triggers a smart contract operation. The SCS creates and allocates the corresponding VLM tokens to Your Wallet (i.e. from where the funds were sent from). Purchasers shall ensure that they make a Contribution using an address with which the Contribution Software can operate.
VLM tokens Functionality
6.14. VLM tokens are only intended for use in connection with the VOLUM Platform under the various applicable terms that shall be implemented when the VOLUM Platform is ready for use.
6.16. Ownership of VLM tokens carries no rights express or implied other than the right to use VLM tokens as a mean to enable usage of and interaction with and within the VOLUM Platform, if the VOLUM Platform is successfully completed and deployed. Beyond this, ownership of VLM tokens carries no other rights express or implied. In particular, you understand and accept that you have no right to claim as a holder of VLM tokens any intellectual property rights, income, profit, dividend, capital, equity, royalties or equivalent rights or any other form of economic or voting participation in or relating to the VLM token Issuing Entity, VOLUM Platform and any parties related to the VOLUM Platform project.
7. Legal Status of VLM token Issuing Entity and VOLUM Platform project.
7.1. VLM tokens are a proprietary blockchain token giving token holders the right to support operations on the VOLUM Platform.
7.2. The founders of the VLM tokens Issuing Entity have established the same in order to develop the VOLUM Platform and issue the VLM tokens to Purchasers.
7.3. Acquisitions of VLM tokens are non-refundable. VLM tokens are not redeemable to the VLM token Issuing Entity other than as specifically advised in the terms herein and any terms applicable to use of the VOLUM Platform.
7.4. VLM tokens can only be acquired and used in connection with the VOLUM Platform with other participants under these Terms, the SCS and subject to any other terms and conditions that will be implemented for users of the VOLUM Platform on which VLM tokens shall be usable. VLM tokens have no nominal or par value.
7.5. By contributing to the VOLUM Platform project including by receiving, using and holding VLM tokens, no form of partnership, joint venture or any similar relationship between the Purchasers, the VLM tokens Issuing Entity and/or other individuals or entities involved with the VOLUM Platform and the project shall be created or envisaged.
8. VOLUM Platform launch
If we are successful in developing the VOLUM Platform, when we determine that the technology, protocols and ecosystem have been sufficiently developed to allow the VOLUM Platform to be launched, we will issue a public announcement, including any relevant material information, to VLM tokens holders.
9.1. You warrant and acknowledge that you have full legal capacity, power and authority to execute and deliver this agreement (i.e. Terms) and to perform your obligations hereunder.
9.2. These Terms constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
9.3. The warrant and acknowledge that you are entering into these Terms for your own account, not as a nominee or agent.
9.4. You acknowledge that have such knowledge and experience in technology and financial and business matters that you are capable of evaluating the merits and risks of entering into the Token Sale and these Terms, is able to incur a complete loss of any monies or assets involved in the purchase of VLM tokens without impairing your financial condition and are able to bear the economic risk of such participation for an indefinite period of time.
9.5. You understand and accept that while the individuals and entities related to the VOLUM Platform, including those involved with the creation and allocation of VLM tokens and receipt of Contributions (including the VLM token Issuing Entity), will make reasonable efforts to develop and complete the Token Sale and to develop the VOLUM Platform, it is possible that despite the reasonable endeavors of the Company such development has risks and that the VOLUM Platform, as well as the VLM tokens will not be created, will become useless and/or valueless including due to technical, operational, commercial, regulatory or any other reasons.
9.6. You are aware of risks in the cryptocurrency industry and are able to bear potential losses in full.
9.7. By Contributing to the Token Sale and/or by receiving, using and holding VLM tokens, you represent and warrant that you:
- understand and expressly accept that the VLM token Issuing Entity will operate under the laws where it is established and any other applicable mandatory laws pursuant to the sovereignty of legal jurisdictions but subject to applicable international conflict of law frameworks and principles;
- have entered into the Token Sale on the understanding that it did not represent the offer of ‘securities’ under generally agreed principles of international law including the laws of the European Union, the United Kingdom, Gibraltar, the United States of America and the jurisdiction in which they are established (if different).
- have a detailed understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and ether (ETH), and Blockchain-based software systems;
- are legally permitted to receive and hold and make use of VLM tokens in the Purchaser’s jurisdiction;
- will carefully review the code of the VLM tokens and fully understands and accepts the functions of such cryptocurrency tokens;
- are legally permitted to receive VLM tokens and software and to contribute to the VOLUM Platform;
- are of a sufficient age to legally acquire VLM tokens;
- will contribute only from a wallet or wallet service provider that technically supports ECR220 VLM tokens and further understand and accept, that failure to assure this may result in the inability to gain access to your VLM tokens;
- will take sole responsibility for any restrictions and risks associated with the receiving and holding of VLM tokens;
- are not contributing to obtain VLM tokens purely for the purpose of speculative investment or the hope that the value of VLM tokens will increase and is acquiring VLM tokens to support and/or participate in the VOLUM Platform;
- are is not obtaining or using VLM tokens for any illegal purposes;
- waive the right to participate in a class action lawsuit or a class- wide arbitration in respect of the Contribution or against the VLM token Issuing Entity or any entity or individual involved with the issuance or allocation of VLM tokens or in respect of the operation of the VOLUM Platform;
- understand that the Contribution to the VOLUM Platform and the allocation of VLM tokens do not involve the purchase of equity, shares or rights to other securities or any equivalent legal interest in any existing or future public or private company, corporation or other entity in any jurisdiction;
- understand and expressly accepts that there are no any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose in respect of VLM tokens and/or the success of the VOLUM Platform and/or Project, expressed or implied and to the fullest extent permitted by applicable law and that VLM tokens is created, acquired and exchanged at the sole risk of the Purchaser on an “as is” and “under development” basis;
- understand that you have no right against any other party to request any refund of Contributions made to the Company or the VLM token Issuing Entity;
- understand that, with regard to VLM tokens, no market liquidity may be guaranteed and that the value of VLM tokens over time (if any) may experience extreme volatility or depreciate entirely;
- bear the sole responsibility to determine if their Contribution or the allocation, use or ownership of VLM tokens and the potential appreciation or depreciation in the value of VLM tokens over time (if any), the sale and purchase of VLM tokens and/or any other action or transaction related to the VOLUM Platform have tax implications for him/her or it;
- by your Contribution and/or by receiving, using or holding VLM tokens, and to the fullest extent permitted by law, the Purchaser agrees not to hold any third party (including developers, advisors, administrators, auditors, promoters, contractors or founders) liable for any legal or tax liability associated with or arising from the Contribution and the allocation, use or ownership of VLM tokens or any other action or transaction related to the VOLUM Platform and/or Project;
- you have reviewed the non-exhaustive indicative list of Risk Factors associated with the proposed Token Sale, the VLM tokens and the VOLUM Platform project.
10. Provision of information & personal data
10.1. We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with selling VLM tokens to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell VLM tokens to you until you provide such requested information and we have determined that it is permissible to sell you VLM tokens under applicable laws or regulations.10.2. Identity and Disclosure.
You shall provide true and complete information to us. You shall also provide us with such other information as we may reasonably request from time to time.
10.3. You shall not use fictitious or alias names for the registration, which shall be considered a breach of these Terms.
10.4. You consent to the Company, and any member of the Group, capturing and processing data relating to you for:
- fulfilling our obligations under this agreement;
- legal and administrative purposes;
- carrying out checks to verify your identity which may include sharing your data with third parties.
10.5. The Company may make such information available to any member of the Group, those who provide products or services, including services used to verify identity, to any member of the Group, including the Company, such as advisers, regulatory authorities, potential purchasers of the Company, and as may be required by law.
10.6. You consent to the transfer of such information to any member of the Group and business contacts outside the European Economic Area in order to further their business interests even where the country or territory in question does not maintain adequate data protection standards.
10.8. These Terms shall be terminated in the event that we become aware that Your Wallet or your identity information discloses any risks of crime, fraud, money laundering or other significant risk factors or that there have been any misrepresentations made. Where permitted by applicable law your Contributions shall be returned and no VLM tokens shall be issued to you.
11. Project management
11.1. Subject to clause 6.3, it remains at our sole discretion to decide how to allocate the Contributions received in order to develop and execute the VOLUM Platform. The White Paper specifies at a high level how the Contributions are intended to be used but the exact allocation of Contributions shall be at the discretion of the VLM token Issuing Entity. In addition, the VLM token Issuing Entity is permitted to take such measures as it deems prudent to manage any Cryptocurrency price fluctuation and VOLUM Platform risks including the conversion of cryptocurrency received into fiat or other cryptocurrencies or placing some of the cryptocurrency received with a third party to manage those assets on our behalf pending realization of the value for VOLUM Platform development purposes.
11.2. You acknowledge, understand and accept that:
- you have no influence on the governance and decisions of the VOLUM Platform or the VLM token Issuing Entity;
- we have the right to engage subcontractors to perform the entire or partial development and execution of the VOLUM Platform;
- developing and creating the VOLUM Platform requires substantial research and development effort. It is possible that substantial conceptual, commercial or technical changes could be made during that process;
- the level of development of the VOLUM Platform that is attainable also depends on the amount of Contributions received, and the amount of software development and community support.
Any amounts that you pay for VLM tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of VLM tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. To the fullest extent permitted by law, we are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the your purchase of VLM tokens.
This Terms will take effect from the Effective Date and continue until terminated in accordance with these Terms.
14. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing VLM tokens, holding VLM tokens, and using VLM tokens, as disclosed in the White Paper. In case of questions regarding these risks, you shall contact the sales team at firstname.lastname@example.org. By Purchasing VLM tokens, you expressly acknowledge and assume these risks.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY COMPANY, (A) THE VLM TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE VLM TOKENS, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE VLM TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET PURCHASER’S REQUIREMENTS, OR THAT DEFECTS IN THE VLM TOKENS WILL BE CORRECTED; AND (C) COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE VLM TOKENS OR THE DELIVERY MECHANISM FOR VLM TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.
16. Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE VLM TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE VLM TOKENS, EXCEED THE AMOUNT YOU PAY TO THE COMPANY FOR THE VLM TOKENS.
- Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
To the fullest extent permitted by applicable law, you release Company and the Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties. You expressly waive any rights you may have under statute or common law principles that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
18. Governing Law
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Republic of Estonia, without giving effect to principles of conflicts of law.
- Entire Agreement. These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
- Amendments. These Terms may be modified by Company at any time for any reason by placing modified Terms on the Site. We will provide notice of any amendment to these Terms by posting any revised terms to the Site and updating the “Last updated” field above accordingly or by any other method we deem appropriate. We are not obligated to provide notice in any other method beyond these. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent purchases of VLM tokens.
- Binding Agreement. These Terms provide the legally binding terms and conditions for the sale and purchase of the VLM tokens. By purchasing VLM tokens, you acknowledges its understanding and acceptance. You are bound by the Terms in existence at the time of your purchase of VLM tokens. If you are making a purchase on behalf of the legal entity, you understand and accept these Terms on behalf of that entity (to which refers to “you” shall also apply) and warrant that you are duly authorized to act on behalf of that legal entity.
- Successors and Assigns. Except as otherwise provided in these Terms, these Terms and the rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Company may assign any of its rights and obligations under these Terms. No other party to these Terms may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms, except with the prior written consent of the Company.
- Severability. In the event any provision of these Terms is found to be invalid, illegal, or unenforceable the remaining provisions of these Terms shall nevertheless be binding upon Company and you with the same effect as thought the void and unenforceable part had been severed and deleted.
- Headings. The article headings of these Terms are included for the convenience only and shall not affect the construction or interpretation of these Terms.
- Acceptance. You expressly agree with and accept these Terms and all terms incorporated herein by reference by proceeding with the purchase of VLM tokens.
- Termination. Company may terminate this Agreement with any one of you, i.e. to refuse the further service.
Risk Factors 1. SOME MATERIAL RISK FACTORS
Purchasers are aware of the many risk involved in the purchase, use and sale of VLM tokens and the token sale process. We have outlined below some of the material risks that are obvious to the Company and persons involved in the Token Sale and VOLUM Platform project (including Released Parties):
1.1. Early Stage Technology. The VLM tokens will be used to develop a VOLUM Platform that is based on or in some way involved with distributed ledger technologies (DLT). You understand and accept that the use of DLT Tokenized stores of value is highly experimental. Participation in the proposed Token Sale and VOLUM Platform project therefore represents a very high risk to Purchasers. The VLM tokens Issuing Entity will invest in software and other technologies and that in all cases these technologies and businesses will still be in an early development stage and unproven, and there is an inherent risk that the software, technologies and related businesses invested in by the VLM token Issuing Entity could be unfit for their intended purpose and/or not have the value expected.
1.2. Cryptocurrency. The VLM token Issuing Entity may wish to store or convert cryptocurrency contributions into one or more fiat and/or alternative cryptocurrencies and there could be significant difficulties in making and managing such cryptocurrencies and funds including relating to the lack of ready convertibility between fiat currencies, cryptocurrencies and VLM tokens and the difficulty in being able to deal with such assets via traditional market counterparties and intermediaries. If the value of cryptocurrencies fluctuates unfavorably during or after the Token Sale, we may not be able to fund development, or may not be able to develop or maintain the VOLUM Platform in the manner that is intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of cryptocurrencies, including but not limited to another DAO-like attack on the Ethereum VOLUM Platform; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
1.3 Main Protocol. Many of the VOLUM Platform project technologies including the VLM tokens will, at least initially, be based on the Bitcoin and the Ethereum protocols. Any malfunction, breakdown, forking or abandonment of these protocols may have a material adverse effect on the VOLUM Platform or the VLM tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present fundamental risks to the value of such protocols and the VOLUM Platform.
1.4 Risk of software weaknesses: You understand and accept that the VOLUM Platform and the VLM tokens, the Contribution software and other involved software and technology and technical concepts and theories are still in an early development stage and unproven, and there is no warranty that the process for receiving, use and ownership of VLM tokens will be uninterrupted or error-free and there is an inherent risk that the software, VOLUM Platform, VLM tokens and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the partial or complete: loss of VLM tokens; inability to use VLM tokens; and/or lack of usefulness of VLM tokens.
1.5 Risk of blockchain mining attacks: You understand and accept that, as with other public blockchain based systems that depend upon independent miners, the VOLUM Platform may be susceptible to mining attacks including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the VOLUM Platform, expected proper execution and sequencing of VLM tokens transactions, and expected proper execution and sequencing of software computations.
1.6 Risk of loss of your credentials: You understand and accept that if your Wallet credentials are lost or stolen, the obtained VLM tokens associated with the Contribution will be unrecoverable and will be permanently lost. A private key, or a combination of private keys, is necessary to control and dispose of VLM tokens stored in your Wallet. Accordingly, loss of requisite private key(s) associated with your Wallet will result in loss of such VLM tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted Wallet service you use, may be able to misappropriate your VLM tokens. Any errors or malfunctions caused by or otherwise related to the Wallet you choose to receive and store VLM tokens, including your own failure to properly maintain or use such Wallet, may also result in the loss of your VLM tokens. Your failure to precisely follow the procedures set forth herein for buying and receiving VLM tokens, including, for instance, if you provide an incorrect Wallet address, or provide an address that is not ERC20 compatible, may result in the loss of your VLM tokens.
1.7 Cybercrime. The acquisition and management of cryptocurrencies and VLM token is inherently subject to the risk of cybercrime that is difficult to manage and mitigate. This may result in concerted attempts and even successful attempts to hack the VOLUM Platform, Token Sale process and the Sites and software and wallets used to manage contributions received in respect of VLM tokens and other software or technology components and to defraud Purchasers and the VLM token Issuing Entity. The VLM token Issuing Entity and the Token Sale may be subject unauthorized access, hacking and/or theft of some of cryptocurrency and VLM tokens assets and it may not be possible to successfully insure against the same at a reasonable price or at all. The VLM token Issuing Entity is not required to insure the assets of the VLM token Issuing Entity and does not intend to insure the same. Any unauthorized access or cybercrime may result in theft or loss or inability to access Contributions, impacting the ability to issue VLM tokens, the value of VLM tokens and may also impact the ability to develop and launch the VOLUM Platform.
1.8 Failure or Abandonment. The Token Sale event itself or the VOLUM Platform project may be fully or partially abandoned or required to be re-structured for a number of reasons or remain technologically or commercially unsuccessful, or be shut down for many reasons including e.g., lack of interest from industry and/or the public, changes in law or regulatory issues, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that any VLM tokens or rights to VLM token acquired by Purchasers will have the value expected or any value at the time of realization. You therefore understand and accept that the Contribution and/or the allocation, use and ownership of VLM tokens, carries significant risks that could lead to VLM tokens being unusable or valueless particularly:
- as a means to exchange information and services with other VOLUM Platform participants; and
- given that they are not capable of being exchanged or redeemed to the VLM token Issuing Entity in return for fiat or alternative cryptocurrencies.
1.9 Regulatory risk: You understand and accept that DLT and blockchain technology allows new forms of interaction and that 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 Contribution process and which may, inter alia, result in substantial modifications of the VOLUM Platform and VLM tokens utility including potential loss of VLM tokens for the Purchaser. There is a risk that the offer and or use of VLM tokens could be prohibited under applicable securities law. The Company or any related entity 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 and/or use VLM tokens or make it commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
1.10 Risk of uninsured losses: VLM tokens do not represent deposits and are not subject to any statutory or private insurance unless you specifically obtain private insurance to insure them. Thus, in the event of a loss normally there is no public insurance in place or private insurance arranged by the Company, to offer recourse to you.
1.11 Risk of governance failure: VLM tokens confer no governance rights of any kind with respect to the VOLUM Platform, Company or VLM token Issuance Entity, all decisions involving Company’s products or services or that of any subsidiary company within the VOLUM Platform or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services on the VOLUM Platform, or to sell or liquidate the Company. These decisions could adversely affect the VOLUM Platform and the utility of any VLM tokens you own.
1.12 Risk of a lack of a suitable legal remedy: This Token sale is not structured as an offer of securities or a promotion, invitation or solicitation for investment purposes. The terms applicable to unregulated contributions are not normally therefore subject to financial services offering requirements including in respect of documentation or prospectus formats that are must meet certain standards required by law. For unregulated Token offerings that do not represent equity, shares, units, royalties or right to capital, profit or income in the VOLUM Platform or software or in the entity that issue VLM tokens and/or any other company or intellectual property associated with the VOLUM Platform, or any other public or private enterprise, corporation, foundation or other entity in any jurisdiction. Unregulated Token sales are not therefore intended to represent a security or similar legal interest. The impact on Purchasers for investing in unregulated VLM tokens include that there is no independent review or oversight required by law, accounts of VLM tokens offerors may not be subject to audit requirements. In the event of a dispute as to whether (i) Purchasers have been appropriately used to meet any legally binding representations made in any Token sale documentation (ii) the VOLUM Platform or VLM tokens have been developed within the scope of the legally binding representations or function as represented; (iii) the terms and conditions of the Token sale or exchange have been breached (iv) or any other potential legal claim against a VLM tokens issuer or any related third parties (Respondents), it may prove very difficult and costly for Purchasers to assert their legal rights in their home jurisdiction (based on applicable law and jurisdiction and enforcement issues) or in the jurisdiction of the Respondents and this may dissuade Purchasers from asserting their legal (including contractual and statutory) rights. In addition, even if a claim is brought it may prove difficult to distinguish between legally binding and enforceable contractual representations, warranties and terms from mere statements of the intended potential future use of a VLM tokens that are not sufficiently certain legally binding promises. Terms and conditions of Token sales will also normally take significant care to warn Purchasers about the many risks involved in VLM tokens, Token sales, and the viability of the underlying VOLUM Platform on which VLM tokens are intended to be used and this may also make it very difficult to bring a claim successfully. Purchasers and all market participants are encouraged to do their own research and consider the following helpful risk warnings and advice on this sector, and particularly the regulatory status of token sales and the risk of loss of value and lack of statutory protection that have been issued by regulators in a number of jurisdictions: