THIS DOCUMENT AND ANY OTHER DOCUMENTS PUBLISHED IN ASSOCIATION WITH THESE TERMS (SUCH AS THE WHITE PAPER, RELATE TO SHARE OFFERING TO PERSONS(CONTRIBUTORS) IN RESPECT OF THE INTENDED DEVELOPMENT AND USE OF THE NETWORK BY VARIOUS PARTICIPANTS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR A PROMOTION, INVITATION OR SOLICITATION FOR INVESTMENT PURPOSES. THE TERMS OF THE CONTRIBUTION ARE NOT INTENDED TO BE A FINANCIAL SERVICE OFFERING DOCUMENT OR A PROSPECTUS. THE SHARE OFFERING INVOLVES AND RELATES TO THE DEVELOPMENT AND USE OF EXPERIMENTAL TECHNOLOGIES THAT MAY NOT COME TO FRUITION OR ACHIEVE THE OBJECTIVES SPECIFIED IN THE WHITE PAPER. THE PURCHASE OF SHARES REPRESENTS A HIGH RISK TO ANY CONTRIBUTORS. THE SHARES REPRESENT EQUITY AND RIGHTS TO CAPITAL, PROFIT AND INCOME WITH VITTO PRODUCT LINE, HOWEVER DOES NOT GUARANTEE SUCCESS OR GETTING INITIAL INVESTMENT RETURNED. IN CASE OF FAILURE, INTELLECTUAL PROPERTY ASSOCIATED WITH VITTO PRODUCT LINE IS OWNED BY ALL OWNERS INCLUDING VTS SHARE OWNERS.
1.1 Your purchase of SHARES (as defined below) during the SHARE Sale (as defined below) from VITTO R&D group that will launch VITTO Electronics d.o.o in the following steps, which will be registered in Slovenia.(VITTO R&D group VITTO d.o.o., you, we, or us) is subject to these terms of sale (Terms). Each of you and VITTO R&D group is a party and, together are parties.
1.2 By purchasing SHARES during the Share Sale and indicating your acceptance of these Terms on the Website, you will be bound by these Terms and any other terms incorporated by reference. If you have any questions regarding these Terms, please contact us at email@example.com.
1.3 In order to be eligible to participate in the Share Sale and to log into VITTO NETWORK to make a purchase, you will have to provide us basic informations, set up credentials and go through the approval system. After your account is approved you are able to purchase VITTO Shares with BITCOIN (BTC), ETHEREUM (ETH) and Litecoin (LTC) cryptocurrencies.
1.4 The Share Issuing Entity is conducting a sale of Shares and the Share Sale will be made available to a number of participants under these Terms.
1.5 The purpose of VITTO project is to help VITTO development get financing. The goal is to transform the way people use and charge home gadgets in connection with home eletricity broadband installation system. Further information is available in the White Paper.
1.6 The Network project is being made possible by contributions from the community in the form of purchase of Shares that will enable VITTO development and support of the associated product line. The Share Sale is therefore intended to give Contributors the ability to own fractions of company with all rights and responsibilities.
1.7 The Tokens are intended to fulfill the following functions:
(a) Network access
1.8 The Contributions from the Share Sale will be distributed as follows:
(a) Contributors: Maximum of 500.000 Shares for 3 Stages of Crowdsale).
(b) A Reserve: 400.000 Tokens. This portion will be allocated for future developments and efficient operations of the Project.
B Team: 1.000.000 Shares. This will be allocated as rewards for our team
C Advisors and other: 100.000 Shares. This will be allocated for advisors and other.
1.9 Share value will likely reflect the scale and growth potential of the Project and its usability.
1.10 These Terms specify the terms and conditions applicable to the Share Sale.
1.11 It is intended that the Share Issuing Entity may form part of the group of companies that operate the VITTO Project. The VITTO Project 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 Shares.
1.12 We do not the underlying technological infrastructure for the Shares or the Network protocols (Blockchain) or third party applications related thereto. We are not responsible or liable for the Blockchain, the operation of the Network or any third-party uses of the Network.
2.1 These Terms shall govern our relationship with you in relation to the Share Sale and the Shares 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.
2.2 We reserve the right to notify you of any further ETH wallet-specific requirements at any time. No refunds are possible after the purchase of Shares.
2.3 We are not responsible for any delays, losses, costs, non-delivery of refunds or of Shares, or other issues arising from the failure to provide, or providing an inaccurate Wallet or data.
2.4 By agreeing to purchase Shares during the Share Sale you are confirming your acceptance of these Terms and agree to be bound by them.
3. DEFINITIONS AND INTERPRETATION
3.1 In these Terms, references to the following words shall have the meanings set out below:
Availability Period: has the meaning given to it in clause 4.2.
Blockchain: has the meaning given in claus 4.7 and 4.8.
Contributions/Contributing: payment of the Price (including by way of exchange of cryptocurrency) in return for issuance of Tokens in accordance with these Terms.
Contribution Failure: has the meaning given to it in clause 4.4.
Effective Date: the date on which you have: i) indicated your agreement to these Terms; and ii) we have successfully received your Contribution. Group: our ultimate holding company and any subsidiary companies of our holding company.
Group: Vitto R&D Team
Intellectual Property Rights: rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
Network: the cetralized platform with the purpose to become decentralized blockchain token with purpose to finance the VITTO Project product line.
Our Marks: the words VITTO Project, Share name VTS and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.
Price: the purchase price paid by the Contributor for the Tokens as specified in condition
Released Parties: any of our respective past, present and future founders, employees, officers, directors, contractors, consultants, equity holders, suppliers, advisors, auditors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns.
Risk Factors: the risk factors listed in Schedule A.
Sites: the Websites and any other online site, application or platform that are owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Contributor takes part in the Share Sale.
Share/s: the VTS Shares issued in respect of the development of the VITTO Project in return for Contributions as described in, and in accordance with, these Terms.
Shareholders: persons who have applied for, and received, Shares from the Company in accordance with this Agreement or any applicable valid private Share Sale agreement.
Share Issuing Entity: Now VITTO R&D group, in future the Vitto Company,
Share Sale: the utility Share sale of Shares in order to help fund the development of the Vitto project in accordance with these Terms.
Our Wallet: the wallet(s) that we use for receipt of Contributions and issuance of Shares to you in accordance with these Terms and/or any payment account details specified in writing to you from time to time on the applicable Websites.
Project Failure: has the meaning given to it in clause 4.4.
Website(s): the website located at (https://home-usb.com) and at any replacement website we notify you of from time to time (and such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.
White Paper: the VITTO Electronics white paper available when loged in under/project our vision button.
Your Wallet: is available at https://home-usb.com/into which your Shares will be placed in accordance with these Terms.. In future this shares can become the ERC223-compliant Tokens.
3.2 In these Terms (except where the context otherwise requires):
(a) The Section headings are included for convenience only and shall not affect the interpretation of these Terms;
(b) 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;
(c) Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
(d) 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.
3.3 These Terms are drafted in English: if translated into another language, the English language text shall in any event prevail.
4. TOKEN SALE
4.1 In consideration of payment of the Contributions, the VITTO group will, or will ensure that the Share Issuing Entity will allocate and pay the number of Tokens Contributed into Your Wallet from Our Wallet after the closing of the Share Sale or earlier.
4.2 Commencement and Duration. The Vitto Group will conduct a private Share sale of (i.e. the Share Sale), which will consist of 3 stages (stages 1, 2 and 3). Stage 1 will begin on 1 January 2018 and end after initial 150.000 Shares are sold. Stage 2 will begin after 150.000 shares are sold and will last till 200.000 Shares are sold. Stage 3 will take place between 350.000 and 500.000 Shares are reached. The Vitto group and company has the right to extend the Token Sale at its discretion.
4.3 Shares shall be available during the Availability Period, after which no more tokens will be created. The total available amount of Tokens shall be fixed at 2.000.000 and allocated as per paragraph 1.8 above. In the event that less than the maximum allocation of 500.000 for Contributors is reached, then the number of Shares that are available but not allocated to Contributors will be allocated for future development.
4.4 In the event of a Project Failure, purchasers in all s Stages acknowledge and accept that they will not receive a refund of any of the Contribution that they have made.
Price Must Be Received in Full Within 24 Hours
4.5 If we have not received the payment of the full Price to Our Wallet within 24 hours of the time that you receive the payment instructions, we reserve the right to void your purchase request and refuse to accept your purchase of Shares. We reserve the right, in our sole discretion, to modify any of the timelines described herein to account for network congestion or other technical challenges.
Delivery of Tokens
4.6 We will deliver the quantity of Tokens you purchase not later than fifteen (15) days after the Purchase (although we may extend the delivery deadline for up to two (2) additional weeks if necessary to address any unforeseen technical difficulties).
Possible Migration of Shares.
4.7 Shares are currenty cetralized. We reserve the right to migrate to the ERC-223 based Tokens or any other protocol and to generate replacement Shares on the new protocol(Replacement Shares) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the VITTO Project.
4.8 Should we decide to migrate the Shares, we may no longer provide support for the Pre-existing Shares relating to the VITTO Project except with respect to the migration
process. Although we do not at this time anticipate that it will require any Preexisting Shareholders to convert their Pre-existing Shares to Replacement Tokens OR Shares, we anticipate there will be significant incentives for Pre-existing Tokenholders to do so, since the practical utility of Pre-existing Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant portion of Vitto project participants. Accordingly, you acknowledge and agree that in order for you to continue to participate in the Vitto project or obtain utility from the Shares you may need to convert the Shares you purchase during the Sale to Replacement Shares in the future.
4.9 Should we decide to migrate the 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 change.
4.10 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 VITTO project Smart Contract System (SCS). Furthermore, no other document or communication may modify or add any additional obligations or covenants for the Share Issuing beyond those set forth in these Terms.
4.11 You agree that you shall have no further claims against the Vitto group or VITTO company in respect of their support of the Vitto project or the Share Sale in respect of any support, contribution or advice provided to the Vitto group. Released Parties save for as detailed in these Terms and that receipt of your Tokens will constitute full performance of any promises, representations, contracts or statements made by the Vitto group or any Released Parties in respect of the same.
5. CONTRIBUTION MECHANICS
Qualification and General Issues
5.1 Any Contribution made to us during the Availability Period are characterised as a non-refundable and non-redeemable acquisitions of Shares.
5.2 The Price of Tokens shall be calculated as set out in clause 4.2.
5.4 The total maximum number of Contributions that we will accept during the Share Sale shall be equal to the maximum of appx.20 BTC.
5.5 Subject to Contribution, there is a maximum Contribution amount per Contributor in amount of 0,56 BTC, 10 ETH or 32 LTC. Minimum Contribution amount per Contributor is 0.06 BTC, 1,2 ETH or 4 LTC.
Contribution timing and thresholds
5.6 You are responsible for ensuring that the address used for your Contribution is fit to handle return functions, in failure to do so, may lead to your loss of this BTC, ETH or LTC this also applies in event that your Contribution is
not accepted by the Contribution Software for any other reason.
5.7 Relevant information relating to the Contributions made during the Availability Period shall be recorded by the Contribution Software (Contribution Information).
5.8 Upon a successful Contribution having been made, the Contribution Information will reflect the quantity of shares to be allocated to the Contributor in proportion to their Contribution.
Issuance of Tokens
5.9 The creation and allocation of shares by are initiated by the Contributor sending BTC, ETH OR LTC to the VITTO wallet, which triggers a smart contract operation. The VITTO wallet creates and allocates the corresponding shares to Your Wallet. Contributors shall ensure that they make a Contribution using an
with which the Contribution Software can operate.
5.10 Shares are only intended for use in connection with the Network under the various applicable terms that shall be implemented when the Network is ready for use.
5.12 Ownership of shares carries the rights to use, sell and collect dividends within the VITTO Network in regarding with VITTO Electronics, if the network and the project are successfully completed and deployed. Beyond this, ownership of shares carries no other rights express or implied. In particular, you understand and accept that you have no right to claim an actual company percentage as a holder of shares. You understand and accept that you have no right to claim any intellectual property rights, income, profit, capital, equity, royalties or equivalent rights or any other form of economic or voting participation in or relating to the share Issuing Entity and any parties related to the VITTO Electronics project.
6. NETWORK AND PRODUCT LAUNCH
If we are successful in developing and deploying the VITTO Network in and VITTO Electronics product line, when we determine that the technology, products and ecosystem have been sufficiently developed to allow the VITTO product line to be launched, we will issue a public announcement, including any relevant material information, to share holders.
7.1 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.
7.2 These Terms constitute a valid and binding obligation of the Contributor, 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.
7.3 The warrant and acknowledge that you are entering into these Terms for your own account, not as a nominee or agent.
7.4 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 shares Sale and these Terms, is able to incur a complete loss of any monies or assets involved in the purchase of shares without impairing your financial condition and are able to bear the economic risk of such participation for an indefinite period of time.
7.5 You understand and accept that while the individuals and entities related to the Project, including those involved with the creation and allocation of Shares and receipt of Contributions (including the Share Issuing Entity), will make reasonable efforts to develop and complete the Share Sale and to develop the Project and network, it is possible that despite the reasonable endeavours of the Company such development may fail (i.e. a Project Failure) and that the Network, as well as the Shares will not be created, will become useless and/or valueless including due to technical, operational, commercial, regulatory or any other reasons.
7.6 In the event of a Project Failure the Shares that you have made Contributions for may be valueless. There will be no refunds.
7.7 By Contributing to the Share Sale and/or by receiving, using and holding Shares, you represent and warrant that you:
a) understand and expressly accept that the VITTO 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;
(b) have entered into the Share 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).
(c) have a detailed understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC), (ETH), (LTC) and ether, and Blockchain-based software.
(d) are legally permitted to receive and hold and make use of Shares in the Contributor’s jurisdiction;
(e) will carefully review the code of the Share and fully understands and accepts the functions of such cryptocurrency tokens;
(f) are legally permitted to receive Shares and software and to contribute to the Network;
(g) are of a sufficient age to legally acquire Shares;
(h) will contribute only from a wallet or wallet service provider that technically supports ECR223 Tokens and further understand and accept, that failure to assure this may result in the inability to gain access to your Shares;
(i) will take sole responsibility for any restrictions and risks associated with the receiving and holding of Shares;
(j) are not contributing to obtain Shares purely for the purpose of speculative investment or the hope that the value of Shares will increase and is acquiring Shares to support and/or participate in the Network;
(k) are is not obtaining or using Shares for any illegal purposes;
(l) waive the right to participate in a class action lawsuit or a class-wide arbitration in respect of the Contribution or against the Shares Issuing Entity or any entity or individual involved with the issuance or allocation of Shares or in respect of the operation of the Network and Project;
(m) understand that the Contribution to the Network and Project and the allocation of Shares 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;
(n) 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 Shares and/or the success of the Network and/or Project, expressed or implied and to the fullest extent permitted by applicable law and that Shares is created, acquired and exchanged at the sole risk of the Contributor on an “as is” and “under development” basis;
(o) understand that you have no right against any other party to request any refund of Contributions made to the Company or the Share Issuing Entity;
(p) understand that, with regard to Shares, no market liquidity may be guaranteed and that the value of Shares over time (if any) may experience extreme volatility or depreciate entirely;
(q) bear the sole responsibility to determine if their Contribution or the allocation, use or ownership of Shares and the potential appreciation or depreciation in the value of Shares over time (if any), the sale and purchase of Shares and/or any other action or transaction related to the Network and/or Project have tax implications for him/her or it;
(r) by your Contribution and/or by receiving, using or holding Shares, and to the fullest extent permitted by law, the Contributor 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 Tokens or any other action or transaction related to the Network and/or Project;
(s) you have reviewed the non-exhaustive indicative list of Risk Factors associated with the proposed Share Sale, the Shares and the Network and/or Project.
8. PROVISION OF INFORMATION & PERSONAL DATA
8.1 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 shares to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell Shares to you until you provide such requested information and we have determined that it is permissible to sell you Shares under applicable laws or regulations.
8.2 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.
8.3 You shall not use fictitious or alias names for the registration, which shall be considered a breach of these Terms.
8.4 You consent to the Company, and any member of the Group, capturing and processing data relating to you for:
(a) fulfilling our obligations under this agreement;
(b) legal and administrative purposes; and
(c) carrying out checks to verify your identity which may include sharing your
data with third parties.
8.5 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.
8.6 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.
8.8 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 not be returned and no
shares shall be issued to you.
9. PROJECT MANAGEMENT
9.1 Subject to clause 1.8, It remains at our sole discretion to decide how to allocate the Contributions received in order to develop and execute the Network and Project. 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 Share Issuing Entity. In addition, the Shares Issuing Entity is permitted to take such measures as it deems prudent to manage any Crypto currency price fluctuation and network risks including the conversion of BTC, ETH, LTC received into fiat or other Crypto currencies or placing some of the funds received with a third party to manage those assets on our behalf pending realisation of the value for Network and project development purposes.
10.2 You acknowledge, understand and accept that:
(a) you have no influence on the governance and decisions of the Network and Project or the Share Issuing Entity;
(b) we have the right to engage subcontractors to perform the entire or partial development and execution of the Network and Project;
(c) developing and creating the Network and Project requires substantial research and development effort. It is possible that substantial conceptual, commercial or technical changes could be made during that process;
(d) the level of development of the Network and Project that is attainable also depends on the amount of Contributions received, and the amount of software and Project
development and community support.
Any amounts that you pay for shares are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Shares, 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 Shares.
This Terms will take effect from the Effective Date and continue until terminated in accordance with these Terms.
12.1 WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE NETWORK, PROJECT, TOKEN, OUR SITES, OUR WEBSITE OR ANY CONTENT AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE WEBSITE, NETWORK, PROJECT, TOKEN, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THESE TERMS, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
12.2 Liability Limitations. Our obligations under these Terms do not constitute personal obligations of the Released Parties other than as provided under these Terms. Other than as expressly provided in these Terms, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under these Terms, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the amount of your Contribution. However, nothing in these Terms will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
12.3 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of these Terms.
12.4 Set off. Without prejudice to any other rights or remedies available to us under these Terms or otherwise, we shall be entitled to set off any amounts otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of these Terms.
12.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW YOU RELEASE US AND THE OTHER RELEASED 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 THE NETWORK, YOUR INVOLVEMENT IN SUPPORTING THE NETWORK AND PROJECT AND THE SHARES SALE, THE USABILITY AND VALUE OF THE SHARE AND DISPUTES BETWEEN PARTICIPANTS IN THE NETWORK AND THE ACTS OR OMISSIONS OF ANY THIRD PARTIES.
12.6 EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF AGREEING TO THIS RELEASE.
12.7 THE COMPANY EXPRESSLY EXCLUDES ANY LIABILITY IN RESPECT OF THE LAW OF OTHER JURISDICTIONS WHERE PARTICIPANTS MAY BE ESTABLISHED OR RESIDENT INCLUDING CONTRIBUTIONS BY PERSONS FROM THE UNITED STATES OF AMERICA - WHETHER BY RESIDENCY OR CITIZENSHIP (“US-PERSONS”) US PERSONS ARE EXPRESSLY EXCLUDED FROM PARTICIPATION IN THE SHARE SALE.
12.8 You further specifically acknowledge that the risk of acquiring, transferring, creating, holding or using Shares or Your Wallets rests entirely with you. We shall not be responsible for your failure to provide us with the correct address for Your Wallet.
13.1 Notices: all notices pertaining to these Terms will be given:
(a) by email to you at the email address provided by you (or as subsequently updated by you to us in the event of change); and
(b) by Network.
13.2 Relationship of Parties: there is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under these Terms. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in these Terms.
13.3 Confidentiality and Non-Disclosure: as a Contributor, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of these Terms without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
(a) Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of rust) or deal in any other manner with these Terms or any rights under these Terms. Any purported assignment in breach of this Section shall confer no rights on the purported assignee.
(b) We may assign any of our rights under these Terms or transfer all of our rights or obligations by novation to any member of the Group or the share Issuing Entity or transfer all our rights or obligations
13.5 Governing Law: these Terms (including any variation or modification thereto) shall be deemed executed in Slovenia and shall be governed by and construed in accordance with the laws of Slovenia without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Slovenia shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning these Terms or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this Section shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
13.6 Severability: whenever possible, each provision of these Terms will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms or any other provision hereof.
13.7 Entire Agreement: these Terms embody the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect to the terms of the Share Sale entered into by the Contributor that shall remain in full force and effect.
13.8 Reliance & Waiver: each of the parties acknowledges and agrees that in entering into these Terms, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this Section, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
13.9 Third-Party Rights: except insofar as these Terms expressly provides that a third party may in their own right enforce a term of these Terms, a person who is not a party to these Terms has no right under local law or statute to rely upon or enforce any term of these Terms but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.
13.10 No Waiver: no delay, neglect or forbearance by us in enforcing any provision of these Terms shall be a waiver by, or in any way prejudice any right, we have under these Terms.
14. SOME MATERIAL RISK FACTORS
Contributors are aware of the many risk involved in the purchase, use and sale of shares and the share sale process. We have outlined below some of the material risks that are obvious to the Company and persons involved in the Share Sale and Network project (including Released Parties):
14.1 Early Stage Technology. The Shares will be used to develop a Network and Project that is based on or in some way involved with distributed ledger technologies (DLT). You understand and accept that the use of DLT Tokenised stores of value is highly experimental. Participation in the proposed Share Sale and Network project therefore represents a very high risk to Contributors. The Share Issuing Entity will invest in software, hardware to and to launch the VITTO product line. 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 Share Issuing Entity could be unfit for their intended purpose and/or not have the value expected.
14.2 Cryptocurrency. The Share 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 Shares and the difficulty in being able to deal with such assets via traditional market counterparties and intermediaries. If the value of cryptocurrencies fluctuate unfavourably during or after the Share Sale, we may not be able to fund development, or may not be able to develop or maintain the Network and Project in the manner that is intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavourable fluctuation in the value of cryptocurrencies, including but not limited to another DAO-like attack on the Ethereum network; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
14.3 Main Protocol. Many of the Network project technologies including the Shares 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 Network and Project or the Shares. 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 Network and Project.
14.4 Risk of software weaknesses: You understand and accept that the Network and Project and the Shares, 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 Shares will be uninterrupted or error-free and there is an inherent risk that the software, Network and Project, Shares and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the partial or complete: loss of Shares; inability to use Shares; and/or lack of usefulness of Shares.
14.5 Risk of blockchain mining attacks: You understand and accept that, as with other public blockchain based systems that depend upon independent miners, the Network and Project 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 Network and Project, expected proper execution and sequencing of Share transactions, and expected proper execution and sequencing of software computations.
14.6 Risk of loss of your credentials: You understand and accept that if your Wallet credentials are lost or stolen, the obtained Shares 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 Shares stored in your Wallet. Accordingly, loss of requisite private key(s) associated with your Wallet will result in loss of such Shares. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted VITTO Wallet service you use, may be able to misappropriate your Shares. Any errors or malfunctions caused by or otherwise related to the Wallet you choose to receive and store Shares, including your own failure to properly maintain or use such Wallet, may also result in the loss of your Shares. Your failure to precisely follow the procedures set forth herein for buying and receiving Shares, including, for instance, if you provide an incorrect Wallet address, or provide an address that is not ERC-20 compatible, may result in the loss of your Shares.
14.7 Cybercrime. The acquisition and management of cryptocurrencies and Shares 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 Network and Project, Share Sale process and the Sites and software and wallets used to manage contributions received in respect of Shares and other software or technology components and to defraud Contributors and the Share Issuing Entity. The Share Issuing Entity and the Shares Sale may be subject unauthorised access, hacking and/or theft of some of cryptocurrency and Share assets and it may not be possible to successfully insure against the same at a reasonable price or at all. The Share Issuing Entity is not required to insure the assets of the Share Issuing Entity and does not intend to insure the same. Any unauthorised access or cybercrime may result in theft or loss or inability to access Contributions, impacting the ability to issue Shares, the value of Shares and may also impact the ability to develop and launch the Network and Project.
14.8 Failure or Abandonment. The Share Sale event itself or the Network 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 Shares or rights to Shares acquired by Contributors will have the value expected or any value at the time of realisation. You therefore understand and accept that the Contribution and/or the allocation, use and ownership of Shares, carries significant risks that could lead to the Shares being unusable or valueless particularly:
(a) as a means to exchange information and services with other Network and Project participants; and
(b) given that that they are not capable of being exchanged or redeemed to the Share Issuing Entity in return for fiat or alternative cryptocurrencies.
14.9 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 Network and Project and Share utility including potential loss of Shares for the Contributor. There is a risk that the offer and or use of the Shares 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 the Shares or make it commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
14.10 Risk of uninsured losses: Shares 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.
14.11 Risk of governance failure: Shares confer no governance rights of any kind with respect to the Network and Project, Company or Share Issuance Entity, all decisions involving Company’s products or services or that of any subsidiary company within the Network or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services on the Network and Project, or to sell or liquidate the Company. These decisions could adversely affect the Network and Project and the utility of any Shares you own.
14.12 Risk of a lack of a suitable legal remedy: This Share 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 Share offerings that do not represent equity, shares, units, royalties or right to capital, profit or income in the network or software or in the entity that issue Shares and/or any other company or intellectual property associated with the network, or any other public or private enterprise, corporation, foundation or other entity in any jurisdiction. Unregulated Share sales are not therefore intended to represent a security or similar legal interest. The impact on Contributors for investing in unregulated Shares include that there is no independent review or oversight required by law, accounts of Share offerors may not be subject to audit requirements. In the event of a dispute as to whether (i) Contributions have been appropriately used to meet any legally binding representations made in any Share sale documentation (ii) the Network and Project or Shares have been developed within the scope of the legally binding representations or function as represented; (iii) the terms and conditions of the Share sale or exchange have been breached (iv) or any other potential legal claim against a Share issuer or any related third parties (Respondents), it may prove very difficult and costly for Contributors 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 Contributors 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 Shares that are not sufficiently certain legally binding promises. Terms and conditions of Share sales will also normally take significant care to warn Contributors about the many risks involved in Shares, Share sales, and the viability of the underlying networks on which Shares are intended to be used and this may also make it very difficult to bring a claim successfully.
Contributors 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 Share sales and the risk of loss of value and lack of statutory protection that have been issued by regulators in a number of jurisdictions: