CHAINGUARDIANS GOVERNANCE TOKENS (CGG)
Token Sale: Terms and Conditions
Last Updated: 26th February 2021
PLEASE CAREFULLY READ THESE TERMS BEFORE MAKING ANY DECISION TO PURCHASE CGG TOKENS AND ACCEPTING THEM AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO PURCHASE CGG TOKENS.
BY PURCHASING CGG TOKENS, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTAND AND IRREVOCABLY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU MUST ALSO MONITOR THE CGG WEBSITE FOR ANY ANNOUNCEMENTS FROM THE COMPANY AS THEY MAY ADD TO, OR CHANGE, THESE TERMS AND CONDITIONS FROM TIME TO TIME. THE COMPANY RESERVES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS AT ITS DISCRETION BY PROVIDING NOTICE ON THE CGG WEBSITE.
SECTION 1. DEFINITIONS
“Accompanying Documents” means other documents issued by the Company in connection with the CGG Token Sale (including, but not limited to, the Whitepaper and any other policies or notices provided to you in connection with the CGG Token Sale).
“Affiliates” means any Persons or entities that have any relation to the Company, including, but not limited to partners, employees, agents and contractors of the Company.
“Applicable Law” means all laws, rules, regulations and guidance, codes and requirements applicable to these Terms, the CGG Tokens and any and all relations between you and the Company.
“Blockchain” means a type of distributed ledger, comprised of immutable, digitally recorded, data in packages called blocks.
“Business” means, in respect of the open token sale, a day (other than a Saturday or Sunday or public holiday) on which commercial banks and foreign exchange markets are open in the British Virgin Islands.
“Company” means CG Studios Limited, which is the entity initiating the CGG Token Sale and offering the CGG Tokens for purchase in accordance with these Terms.
“CGG Token” means a cryptographic utility token that is designed to be used for all services on the Platform.
“CGG Token Sale” means a private offering to eligible participants purchasing the CGG Tokens.
“ETH” means Ether, the cryptographic token native to Ethereum. For the avoidance of doubt, this does not include Ethereum Classic or any fork of Ethereum which is not endorsed by the Ethereum Foundation.
“Ethereum” means an open software platform based on Blockchain technology that enables developers to build and deploy decentralized applications, including Ethereum Smart Contracts.
“Ethereum Smart Contracts” means a digital computer protocol that contains code functions and which can interact with other code functions (including codified contracts), perform actions, processes and functions without manual action or the participation of third parties, store data and facilitate and verify the transfer of digital currencies.
“Group” means the Company and its group companies.
“Non-Cooperative Jurisdiction” means any country or territory that has been designated as non- cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. See http://www.fatf-gafi.org for FATF’s list of non- cooperative countries and territories.
“Parties” means the Company and you.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
“Platform” means ChainGuardians, a platform which enables users to earn CGG Tokens through playing gaming experiences and participating on the platform.
“PRC” means the People’s Republic of China (excluding the special administrative regions of Hong Kong and Macau, and Taiwan).
“Prohibited Person” means any Person that is (i) a national or resident of any United States embargoed or restricted country, (ii) included on, or affiliated with any Person on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions; (iii) a Person with whom business transactions, including exports and re-exports, are restricted by a United States governmental authority, including, each item listed in the foregoing clauses (i), (ii) and (iii) and any updates or revisions thereto and any newly published rules therefor; or (iv) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom.
“Sale Period” has the meaning given in Section 2.7.
“Services” means any service or product made available to you on or through the Platform or provided to you by the Company or its Affiliates through the Platform.
“Terms” means these Terms and Conditions, including all Accompanying Documents, and any other rules, policies or procedures that may be issued by the Company and published from time to time on the Platform or Website, as amended from time to time in accordance with the terms herein.
“US$” means the lawful currency of the United States from time to time.
“USDT” means Tether, the Blockchain-based cryptographic token in circulation that is backed by an equivalent amount of US$.
“Website” means https://chainguardians.io/ (as updated or replaced by the Company from time to time).
“Whitepaper” means the white paper available at https://chainguardians.io/app/uploads/2021/02/ChainGuardians_Public_WhitePaper-legacy-compressed.pdf (as updated or replaced by the Company from time to time).
“you” or “your” means any Person who uses the Platform and/or Services with or without prior registration and authorization of the Company, including for the purchase of CGG Tokens.
SECTION 2. TERMS AND CONDITIONS, STATUS AND ACCEPTANCE
2.1. These Terms constitute a legally binding agreement between you and the Company, effective upon the earlier to occur of the date and time you purchase the CGG Tokens.
2.2. These Terms define the rights and obligations of the Company and you in relation to your access, use or other interactions with the Platform, Services and CGG Tokens, including for the purpose of performing certain transactions and functionalities using the CGG Tokens and/or your purchase of the CGG Tokens.
2.3. You must carefully read and agree to comply with these Terms before using the Platform, Services, and/or purchasing the CGG Tokens.
2.4. By using the Platform or Services and/or purchasing CGG Tokens, you are confirming to the Company that you have fully read, understand and irrevocably accept these Terms. If you do not agree with these Terms in general or any part of them or have not checked the requisite boxes – after registration fields are completed – acknowledging your review and acceptance of these Terms, you are not permitted to use the Platform and/or Services or purchase CGG Tokens.
2.5. The Company will use all reasonable efforts to ensure that the Ethereum Smart Contract is available to enable CGG Tokens to be purchased as part of the CGG Token Sale from commencement to closing.
2.6. The details in relation to the CGG Token Sale are as follows; provided, that the Company may revise and/or update the below details from time to time:
Maximum Total Supply 120,000,000 CGG Tokens
No. of CGG Tokens to be distributed in CGG Token Sale 1,250,000 CGG Tokens
CGG Sale Price US$0.12 per CGG Token
Acceptable payment methods ETH or USDT
2.7. Timing of the CGG Token Sale:
2.7.1. Pre-registration Period: February 27, 2021 to March 2, 2021
2.7.2. CGG Token Sale Start Date: [12:00 pm GMT TBC] on March 10, 2021
2.7.3. The period between the opening of the CGG Token Sale referred to in Section 2.7 and such time that all CGG Tokens to be distributed in the CGG Token Sale have been distributed is the “Sale Period”.
2.8. For the avoidance of doubt, the delivery of CGG Tokens by the Company to you is conditional upon the Company’s satisfaction that you have passed all the Company’s applicable compliance checks, including anti-money laundering and know your customer checks.
SECTION 3. PURCHASE LIMITATIONS
3.1. NOT ALL PERSONS ARE PERMITTED TO PARTICIPATE IN THE CGG TOKEN SALE. PLEASE READ THIS SECTION CAREFULLY TO DETERMINE WHETHER YOU ARE PERMITTED TO PARTICIPATE. PLEASE ALSO BE AWARE OF THE RULES AND REGULATIONS OF THE COUNTRY IN WHICH YOU RESIDE, OF WHICH YOU ARE A CITIZEN, OR IN WHICH YOU HAVE TAX RESIDENCY, AS SUCH COUNTRY OR TERRITORY MAY NOT PERMIT YOU TO INVEST IN CRYPTOCURRENCIES OF ANY KIND AND/OR PARTICULARLY THE INITIAL COIN OFFERINGS OF CRYPTOCURRENCIES.
3.2. CGG TOKENS ARE ONLY INTENDED FOR SOPHISTICATED PURCHASERS WHO ARE KNOWLEDGEABLE AND EXPERIENCED IN CRYPTOCURRENCIES, BLOCKCHAIN AND ETHEREUM TECHNOLOGIES AND PROTOCOLS. BY PURCHASING, HOLDING, OR USING CGG TOKENS, YOU ACKNOWLEDGE THAT TRANSACTIONS USING CRYPTOCURRENCIES (INCLUDING CRYPTOGRAPHIC TOKENS) MAY BE INHERENTLY UNSTABLE AND YOU AGREE TO ACCEPT ALL RISKS IN CONNECTION THEREWITH, AND AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY LOSS THAT YOU MAY SUFFER OR INCUR, AND FURTHER ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS DISCUSSED IN SECTION 6 OF THESE TERMS AND IN THE ACCOMPANYING DOCUMENTS.
3.3. CGG TOKENS ARE INTENDED TO BE MARKETED, OFFERED AND SOLD TO PERSONS ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY LAWFULLY MAY BE OFFERED FOR SALE AND FOR USE (BUT EXCLUDING ANY PROHIBITED JURISDICTION, AS FURTHER DESCRIBED IN SECTIONS 3.7 AND 3.8 BELOW) (THE “PERMITTED JURISDICTIONS”).
3.4. THE MARKETING, ISSUANCE, OFFERING AND SALE OF CGG TOKENS IS EXPRESSLY BEING MADE IN THE PERMITTED JURISDICTIONS ON THE BASIS THAT CGG TOKENS DO NOT CONSTITUTE A SECURITY, FINANCIAL INSTRUMENT OR OTHER REGULATED INVESTMENT OR FINANCIAL PRODUCT IN THOSE JURISDICTIONS SUCH THAT A PROSPECTUS OR OTHER DISCLOSURE REQUIREMENTS AND OTHER INVESTOR SAFEGUARDS AND REGULATORY DOCUMENTS OR LICENSING THAT ARE TYPICALLY REQUIRED IN CONNECTION WITH A SECURITIES OFFERING WILL NOT APPLY TO THE MARKETING, ISSUANCE, OFFERING AND SALE OF CGG TOKENS IN THE PERMITTED JURISDICTIONS. THE COMPANY IS NOT LICENSED, REGISTERED OR OTHERWISE REGULATED IN THE PERMITTED JURISDICTIONS IN RELATION TO THE MARKETING, ISSUANCE, OFFERING AND SALE OF CGG TOKENS.
3.5. THE CGG TOKENS DO NOT REPRESENT A STOCK, COMMODITY OR ANY OTHER INVESTMENT INSTRUMENT. CGG TOKENS ARE NOT SECURITIES AND SHALL NOT IN ANY CASE BE CONSIDERED AS SUCH AND THE OFFER OF CGG TOKENS HAS NOT BEEN REGISTERED WITH ANY GOVERNMENT ENTITY OR REGULATORY AUTHORITY. YOU ACKNOWLEDGE AND AGREE THAT CGG TOKENS DO NOT REPRESENT ANY SHARE, STAKE, DEBT OR SECURITY OR EQUIVALENT RIGHTS IN THE COMPANY. HOLDERS OF CGG TOKENS ARE ONLY ENTITLED TO A LIMITED AND FUNCTIONAL RIGHT TO USE THEM: (1) IN CONNECTION WITH THE PLATFORM IF IT IS SUCCESSFULLY DEVELOPED AND/OR OPERATED IN ACCORDANCE WITH THE TERMS HEREIN, AS SET FORTH IN SECTION 4; AND (2) IN THE EVENT THE COMPANY PERMITS CGG TOKENS TO BE USED AS IN-SERVICE CRYPTO-CURRENCY FOR THIRD PARTY WEBSITES, PLATFORMS, SERVICES OR NETWORKS, AS SET FORTH AND IN ACCORDANCE WITH THE POLICIES OF SUCH THIRD PARTY WEBSITES, PLATFORMS, SERVICES OR NETWORKS.
3.6. THE COMPANY RESERVES THE RIGHT TO CANCEL ANY CGG TOKEN PURCHASE AT ANY TIME IN THE COMPANY’S SOLE DISCRETION AND WITHOUT PRIOR NOTICE AND WITHOUT ANY LIABILITY OR FURTHER OBLIGATION OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PARTY, IN THE EVENT THE COMPANY FINDS SUCH MEASURES REASONABLE AND/OR NECESSARY IN A PARTICULAR SITUATION, INCLUDING, BUT NOT LIMITED TO, CHANGE OF REGULATORY REQUIREMENTS, OR UPON SUSPICION OR DETECTION THAT YOU DO NOT PRIMARILY RESIDE OR ARE NOT DOMICILED IN A PERMITTED JURISDICTION OR ARE ENGAGED IN FRAUD.
PROHIBITED JURISDICTIONS, ENTITIES, AND CITIZENS/NATIONALS
3.7. CERTAIN JURISDICTIONS EXPRESSLY PROHIBIT OR RESTRICT THE OFFER, SALE AND/OR PURCHASE OF CRYPTOCURRENCIES AND/OR CRYPTOGRAPHIC TOKENS, WHILE OTHER JURISDICTIONS MAY REQUIRE THE COMPANY AND/OR THE CGG TOKENS TO BE LICENSED, REGISTERED, AUTHORISED OR OTHERWISE REGULATED. SOME OTHER JURISDICTIONS HAVE OR MAY HAVE BEEN EXCLUDED FROM THE CGG TOKEN SALE FOR OTHER REASONS, AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. PERSONS (NATURAL OR LEGAL) WHO ARE A RESIDENT OR TAX RESIDENT, HAVE A DOMICILE IN, HOLD A GREEN CARD OF, OR OTHERWISE HAVE A RELEVANT CONNECTION WITH THE UNITED STATES OF AMERICA OR THE PRC ARE EXCLUDED FROM PARTICIPATING IN THE CGG TOKEN SALE AND POSSESSING AND USING A CGG TOKEN (EACH SUCH TERRITORY, A “PROHIBITED JURISDICTION”).
3.8. CGG TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO ANY RESIDENTS IN OR CITIZENS/NATIONALS OF THE PROHIBITED JURISDICTIONS AND NEITHER THESE TERMS NOR ANY ACCOMPANYING DOCUMENTS MAY BE SUPPLIED TO ANY RESIDENTS IN OR CITIZENS/NATIONALS OF THE PROHIBITED JURISDICTIONS, OR USED IN CONNECTION WITH THE OFFER OR SALE OF CGG TOKENS TO RESIDENTS IN OR CITIZENS/NATIONALS OF THE PROHIBITED JURISDICTIONS. THE INFORMATION CONTAINED IN THESE TERMS AND/OR ANY ACCOMPANYING DOCUMENTS WILL NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY ANY CGG TOKENS WITHIN A PROHIBITED JURISDICTION. FOR THE AVOIDANCE OF DOUBT, THE LIST OF PROHIBITED JURISDICTIONS MAY BE CHANGED FROM TIME TO TIME, IRRESPECTIVE OF THE AWARENESS OF THE COMPANY AND RELEVANT AMENDMENTS MAY BE MADE TO THESE TERMS. YOU ARE ONLY PERMITTED TO USE THE WEBSITE AND PURCHASE CGG TOKENS IF YOUR PRIMARY RESIDENCE OR DOMICILE IS NOT IN ONE OF THE PROHIBITED JURISDICTIONS.
3.9. TO THE EXTENT A RESIDENT FROM A PROHIBITED JURISDICTION ATTEMPTS TO ENTER INTO THESE TERMS, SUCH PURPORTED PARTICIPATION IS VOID AND OF NO FORCE OR EFFECT.
3.10. PERSONS UNDER THE AGE OF EIGHTEEN (18) ARE NOT PERMITTED TO PARTICIPATE IN THE CGG TOKEN SALE.
SECTION 4. GENERAL TERMS
4.1. These Terms are effective and binding on you, and the covenants, representations and warranties set out in Sections 4 and 5 of these Terms and repeated, each time you use or access the Platform or Services, or use or access any software the Company provides access to on or through the Platform or Services.
4.2. You shall not access or use the Platform or Services if you are prohibited from using or accessing it under the Applicable Law and/or law of your country of residence (or tax residence) or country of nationality. If you are in any manner limited or prohibited from the purchasing, possessing, transferring, using or otherwise conducting a transaction involving any amount of CGG Tokens under Applicable Law and/or the law of your country of residence (or tax residence) or country of nationality, you are prohibited from accessing, referencing, engaging, or otherwise using the Platform and/or Services, including for the purchase of any CGG Token.
4.3. The Company may change, modify, amend, alter or supplement these Terms (each an “Amendment”) at any time in order to reflect (i) changes to any laws or regulations that may be, or which may otherwise become, applicable to the CGG Tokens, (ii) any developments that may otherwise reasonably be capable of making a materially adverse effect on the CGG Tokens or their offering by the Company; or (iii) as the Company may in good faith deem advisable to protect the reputation of the Company or the effective operation of the Platform. Where there is any Amendment to these Terms, the Company will provide you with 3 Business Days’ notice (“Amendment Notice”) before that Amendment takes effect. The Company may in its sole and absolute discretion determine that it is necessary for an Amendment to take immediate effect, for legal or regulatory reasons or otherwise, and, in such case, the Company will notify you as soon as practicable of such Amendment. If you do not agree or otherwise object to the Amendment, and if such Amendment is material, you may exercise your rights under Section 4.7 as may be applicable and subject to the limitations set out in that section. Amendments will not apply retrospectively to your delivered CGG Tokens, but will have prospective effect.
4.4. Your continued use of the Platform or Services after any such Amendment shall constitute your consent to such Amendment and acceptance of the amended Terms (including the Accompanying Documents). If the Company changes, amends, modifies, alters or supplements these Terms (including any of the Accompanying Documents), the Company shall publish on its Website such amended version of these Terms and/or the Accompanying Documents reflecting such Amendment to the Platform. The date of the most recent Amendment will be indicated at the top of the Terms or the relevant Accompanying Document. The revised Terms will be effective upon your subsequent use of the Platform or Services after date of such posting. You waive any right you may have to receive specific notice of such changes or modifications. If you do not agree to the Terms in effect when you access or use the Platform or Services, you must stop using the Platform and/or Services.
4.5. These Terms, the Platform and Services, and all content herein, therein or thereon, do not constitute an offer or solicitation to sell shares, securities or any other regulated financial product. None of the information or analyses presented herein, therein or thereon are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Platform and Services are not, do not offer, and shall not be construed as an investment or financial product.
4.6. Subject to Applicable Law, the Company reserves the right, in its sole discretion, to refuse to deliver the CGG Tokens you have purchased, and/or modify or to temporarily or permanently suspend or eliminate the Platform or Services (or any part thereof) and/or disable any access to the Platform or Services (including via use of the CGG Tokens), including disabling or terminating access to your Account or for any Person attempting access to the Platform or Services from your internet protocol address (for example, where there is a change in Applicable Law or where the Company suspects that you are engaging in illegal activities in connection with your use of the Platform or Services).
4.7. Where the Company (i) makes any material Amendment to the Agreement prior to the delivery to you of the CGG Tokens that you have purchased pursuant to the CGG Token Sale; (ii) cancels or terminates the Agreement prior to the delivery to you of the CGG Tokens that you have purchased pursuant to the CGG Token Sale; or (iii) refuses to deliver to you the CGG Tokens you have purchased pursuant to the CGG Token Sale, you may request the Company to provide a refund to you. Upon such written request, the Company will, subject to Applicable Laws and the provisions in this Section 4.7 below, endeavor to provide a refund to you as soon as practicable. Where your request is made pursuant to the circumstance in (i) and in the case where an Amendment Notice has been provided by the Company to you, the Company is only obliged to provide a refund if such request is made prior to applicable Amendment taking effect. Where your request is made pursuant to circumstance in (i) and in the case where the Company notifies you that the Amendment is to take immediate effect, the Company is only obliged to provide a refund if such request is made within 3 Business Days of the material Amendment becoming effective.
SECTION 5. REPRESENTATIONS AND WARRANTIES; COVENANTS
5.1. You represent and warrant that:
(i) you have legal capacity in the jurisdiction where you are a resident and are able to agree and enter into these Terms voluntarily and meet all other eligibility and residency requirements, including:
a. you have full power, authority and capacity to comply with these Terms; and
b. you enter into these Terms based on your own independent judgement and on advice from independent advisers (as applicable).
(ii) you are fully able and legally competent to access and use the Platform and Services as well as to enter into and comply with these Terms (including Section 5.2 below);
(iii) you will not violate any Applicable Law or any other agreement to which you are a party by entering into these Terms or to comply with these Terms, including all conditions, obligations, affirmations, representations and warranties set forth herein;
(iv) you have all necessary and relevant experience and knowledge to interact or transact with cryptocurrencies, cryptographic tokens, the Platform, Services and Blockchain-based systems, have a full understanding of the relevant frameworks of the foregoing, and have obtained sufficient information about the Company, the Platform, Services and CGG Tokens to enter these Terms, and in particular you have carefully and thoroughly read these Terms, the Ethereum Smart Contract and the Accompanying Documents;
(v) you are aware of all the merits, risks (including those set forth in Section 6 below) and any restrictions associated with cryptocurrencies, cryptographic tokens, Blockchain-based systems, and accept responsibility for evaluating purchasing or using the foregoing;
(vi) neither you nor any of your affiliates is a Prohibited Person, nor have you or any of your affiliates engaged in any dealings or transactions with any Prohibited Persons;
(vii) you are not at any time during the Sale Period a citizen or permanent resident of and do not make your transactions from the United States or any of its territories, including Puerto Rico, the U.S. Virgin Islands and other possessions of the United States (including, for the avoidance of doubt, a Person of dual or multiple nationalities who holds a U.S. passport);
(viii) you are not a resident or tax resident of, are not domiciled in, and do not otherwise have any relevant connection with a Prohibited Jurisdiction or any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use or exchange of CGG Tokens is unlawful or restricted in any material way or requires licensing, registration or approval of any kind (irrespective of whether use of a virtual private network or other technical workaround to effect such transaction and avoid detection within a Prohibited Jurisdiction enabled you to obtain a CGG Token);
(ix) neither you nor any Person who controls you or any Person for whom you are acting as an agent or nominee, as applicable, resides in, is a national or agent of, or transfers funds from or through an account in a Non-Cooperative Jurisdiction, including but not limited to Cuba, Crimea and Sevastopol, Iran, North Korea, Pakistan, Sudan, Syria, Vietnam, or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions;
(x) you will not access or use the Platform or Services if any Applicable Laws prohibit you from doing so in accordance with these Terms;
(xi) you are not using and will not use the Platform, Services or CGG Tokens for any illegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;
(xii) you have not entered or agreed to enter into these Terms in reliance of any warranty or representation except those specifically set forth in these Terms;
(xiii) the funds you use to purchase CGG Tokens are not the proceeds of any criminal, unlawful or illegal activity or money laundering or terrorist financing activity, each as interpreted in the broadest terms;
(xiv) the CGG Tokens you purchase will not be used to facilitate any criminal, unlawful or illegal activity or to perform any money laundering or terrorist financing activity, each as interpreted in the broadest terms or otherwise in contravention of any Applicable Laws; and
(xv) you do not seek to purchase CGG Tokens for any unlawful purpose, and in particular that:
a. you purchase the CGG Tokens only for the purposes expressly set out and permitted by these Terms;
b. you purchase the CGG Tokens without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind;
c. your participation in connection with any initiatives with the CGG Token Sale, such as bonuses or air drops (if these are implemented at the Company’s sole discretion), is lawful; and
d. all information given by you is true, complete, valid and not misleading in any respect.
5.2. You undertake and agree not to:
(i) violate or assist any Person or entity in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization;
(ii) provide false, inaccurate, incomplete or misleading information to the Company;
(iii) take or attempt to take any action or claim ownership of any property that infringes or would infringe upon: (A) the Company’s intellectual property interest in and to the Platform and Services as set forth in Section 10, or (B) any third party’s copyright, patent, trademark, or other intellectual property rights;
(iv) distribute unsolicited or unauthorized advertising, promotional or marketing material or any junk mail, spam, or chain letters;
(v) reverse engineer or disassemble any aspect of the Platform or Services for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;
(vi) take any action that imposes an unreasonable or disproportionately large burden or load on the Company’s infrastructure (including, but not limited to, servers, networks, data centers and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of the Company;
(vii) transmit or upload any material to the Platform or Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
(viii) attempt to gain unauthorized access to the Platform, other systems of the Company, computer systems or networks connected to the Platform or any Services, including through password mining or any other means; or
(ix) transfer any rights granted to you under these Terms.
5.3. You further represent and warrant that any funds you use to purchase CGG Tokens in the CGG Token Sale are in each case your own property.
5.4. You acknowledge and agree that the Company enters into these Terms with you in reliance on the representations and warranties set out in this Section 5.
SECTION 6. RISKS OF CGG TOKENS AND LIMITATIONS OF LIABILITIES
6.1. You understand and acknowledge that CGG Tokens, Blockchain-based technologies, Ethereum, and other associated and related technologies are not exclusively (or, as appropriate, at all) controlled by the Company and adverse changes in market forces or the technology, broadly construed, may prevent or compromise the Company’s performance under these Terms. As such, the purchase of CGG Tokens carries with it a number of risks. Prior to purchasing CGG Tokens, you should carefully consider the risks listed herein and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with purchasing and holding of CGG Tokens is unacceptable to you, you should not purchase CGG Tokens.
6.2. The CGG Tokens will be issued on the Ethereum Blockchain. As such, any malfunction or unexpected functioning of the Ethereum protocol may impact your ability to transfer or securely hold the CGG Tokens. The Ethereum Blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Such impact could adversely affect the value. You acknowledge and understand that Ethereum block producers may not include your transaction when you want or your transaction may not be included at all.
6.3. The CGG Tokens may be migrated from the Ethereum Blockchain to a different base-layer Blockchain. The process of transitioning the CGG Tokens may not be error free and may have unintended consequences.
6.4. The Company is subject to all of the business risks and uncertainties associated with any new business, including the risk that the Company will not achieve its technological or operational objectives, which could result in a substantial decline in the value of your investment and/or the utility of the CGG Tokens. Before deciding to purchase the CGG Tokens, you should consider the risks and difficulties frequently encountered by early-stage companies that are similar to the Company and operate in new and rapidly evolving markets, particularly those companies whose businesses depend upon developing new technologies and that rely on the internet and Blockchain-based technology. These difficulties include, among others, the ability to (i) generate or increase revenues and manage costs; (ii) increase awareness of the Company; (iii) offer compelling products or demonstrate utility; (iv) secure adoption and/or market saturation; (v) maintain current and develop new strategic relationships; (vi) respond effectively to competitive pressures; (vii) develop and upgrade technology; (viii) attract, retain and motivate qualified personnel; and (ix) raise additional capital. The Company cannot assure you that its strategy will overcome any or all of these obstacles. In addition, you should take into consideration that the initial and only material assets of the Company will be the proceeds from the sale (whether through private sale or through the CGG Token Sale) and the Company IP. It is possible that the funds generated from the Offering will be insufficient (particularly given the volatility of cryptocurrency value) to adequately develop the necessary technology for the Company and/or third party service providers to continue operating the Platform or for the Company to operate its business. This may prevent you from accessing or using one or more intended or implied functions of your CGG Tokens and adversely impact the value and/or utility of your CGG Tokens. Further, if the Company is unable to adequately develop, deploy, implement and/or market its technology, its risk of bankruptcy or insolvency (with the attendant risks for you) is higher than that of more established companies.
6.5. The Company may be subjected to a variety of cyberattacks from time to time. Such attacks could result in the disruption of hardware and software systems, loss, misuse, misappropriation and corruption of data and information, including proprietary information or personal data, interruption of Seller operations, and lost competitive advantages, any of which could have a material adverse effect on the Company’s business and ability to meet its strategic, operational and technological objectives. Any breach of data security that exposes or compromises the security of the Company, the Platform and its assets, including any private digital keys linked to funds generated through this Offering could result in significant losses that materially impair the Company’s ability to operate on a go-forward basis and adversely impact the value and utility of the CGG Tokens.
6.6. Information that you store or transfer through the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure events, or other disasters, including third party distributed denial of services attacks, scheduled or unscheduled maintenance, or other causes either within or outside of the Company’s control. The performance of the Company is subject to the following uncertainties, among others:
(i) worldwide growth in the adoption and use of Blockchain technologies;
(ii) government and quasi-government regulation of Blockchain assets and their use, or restrictions on or regulation of access to and operation of Blockchain networks or similar systems;
(iii) the maintenance and development of the open-source Blockchain protocols and networks, and the effectiveness of the informal groups of (often uncompensated) developers that contribute to the protocols that underlie the networks;
(iv) disputes among the various developers or validators of the networks;
(v) the effectiveness of network consensus mechanisms to effectively secure the networks against confirmation of invalid transactions;
(vi) the failure of cybersecurity control or other security breaches of the networks;
(vii) the existence of undiscovered technical flaws in the networks;
(viii) the costs associated with performing transactions on different networks or using different protocols;
(ix) the development of new or existing hardware or software tools or mechanism, including advances in quantum computing;
(x) changes in consumer demographics and public tastes and preferences;
(xi) the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
(xii) general economic conditions and the regulatory environment relating to cryptocurrencies;
(xiii) hacking and theft of cryptocurrencies and tokens;
(xiv) popularity or acceptance of the cryptocurrency networks and the emergence of new cryptocurrencies and Blockchain networks; and
(xv) unfavorable developments in any of the above circumstances, or like circumstances, could adversely affect the Company’s business and the value or utility of the CGG Token.
6.7. It is possible that due to a number of reasons outside of the Company’s control, including but not limited to, changes in regulatory or intellectual property law, technological advancements, decreases in token or cryptocurrency or cryptographic token utility, social or economic reforms, the failure of commercial relationships, or the malfunction, breakdown or abandonment of the Ethereum Protocol, the Company, Blockchain-based technology, Ethereum and other related technologies may dissolve, disappear, be abandoned or otherwise no longer operate, or operate with material impairments.
6.8. The market value of cryptocurrencies (and, therefore, the potential market value of CGG Tokens) may go up or down, and the market value of cryptocurrencies have demonstrated extreme volatility. Any cryptographic tokens may not have market value. You should expect fluctuations, both down and up, in the market value (if any) of CGG Tokens that you purchase, if any, and such fluctuations may be extremely volatile, including price crashes (including to zero value) that may occur in the event of political or economic crises that cause a large-scale sell-off of CGG Tokens. In addition, there may not be a market for resale of CGG Tokens or exchanging CGG Tokens for fiat currencies, and the Company cannot and does not guarantee market liquidity for CGG Tokens or the ability to exchange CGG Tokens for fiat currencies by purchasers of CGG Tokens. In the event that the CGG Tokens are listed on an exchange or may be transferred through other means in accordance with applicable law, the potential market value of the CGG Tokens may be subject to drastic fluctuations and extreme volatility. Therefore, the price at which you purchase the CGG Tokens may not represent an accurate valuation of the CGG Tokens. Further, there is no guarantee of market liquidity for the CGG Tokens or the ability to exchange the CGG Tokens for equal value in fiat currency. If the CGG Tokens are permitted to be bought, sold, or transferred in accordance with applicable law, several factors may cause a decrease in the price and value of your CGG Tokens, including, but not limited to:
(i) global cryptocurrency supply;
(ii) global cryptocurrency demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of cryptocurrencies is safe and secure, and the regulatory restrictions on their use;
(iii) any software “fork” initiated by third party groups or individuals involved in Blockchains related to cryptocurrencies to create a new version of such cryptocurrencies, which may alter the economics of the cryptocurrencies and affect the value of the cryptocurrencies in the market;
(iv) CGG Tokens holders’ expectations with respect to the rate of inflation;
(v) changes in the software, software requirements or hardware requirements underlying a Blockchain network;
(vi) changes in the rights, obligations, incentives or rewards for the various participants in a Blockchain network;
(vii) interest rates;
(viii) fiat currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity on such exchanges;
(ix) interruptions in service from or failures of major cryptocurrency exchanges;
(x) investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies;
(xi) the existence and popularity of cryptocurrency derivative products;
(xii) monetary policies of governments, trade restrictions, currency devaluations and revaluations;
(xiii) regulatory measures, if any, that affect the trading of cryptocurrencies;
(xiv) the maintenance and development of the open-source software protocols for cryptocurrencies and related networks;
(xv) global or regional political, economic or financial events and situations; and
(xvi) expectations among market participants that the value of cryptocurrencies will soon change and the willingness of market participants to continue to acquire, own, hold, and trade cryptocurrencies and convert fiat currencies to cryptocurrencies.
6.9. The CGG Tokens are a new issue of cryptographic tokens for which there is no established public market, and an active trading market may not develop. Although the Company hopes eventually to list the CGG Tokens on a cryptocurrency exchange, there can be no assurance that such exchanges will accept the CGG Tokens for listing or maintain the listing if it is accepted. There also can be no assurance that a secondary market will develop or, if a secondary market does develop, that it will be a liquid market or that it will continue for the life of the CGG Tokens. The liquidity of any market for the CGG Tokens will depend on a number of factors, including: (i) the number of holders of CGG Tokens; (ii) the Company’s performance and financial condition; (iii) the development and performance of the Platform; (iv) the market for similar cryptographic tokens; (v) the interest of traders in making a market for the CGG Tokens; (vi) the interest of financial institutions and other enterprises in utilizing the CGG Token; (vii) regulatory developments in the cryptographic token or cryptocurrency industries and (viii) legal restrictions on transferring or selling the CGG Tokens. The cryptographic token market is a new and rapidly developing market which may be subject to substantial and unpredictable disruptions that cause significant volatility in the prices of cryptographic tokens. There can be no assurance that the market, if any, for the CGG Tokens will be free from such disruptions or that any such disruptions may not adversely affect your ability to sell your CGG Tokens. Therefore, there is no assurance that you will be able to sell your CGG Tokens at a particular time, or that the price received upon a sale, if any, will be favorable.
6.10. Because of the differences between the CGG Token and traditional investment securities, there is a risk that issues that might easily be resolved under existing laws if traditional securities were involved may not be easily resolved for the CGG Token. For example, there is little precedent on how existing law might treat the issue, fungibility, settlement finality, transfer, collateralization, sequestration, loan, hypothecation, redemption or other disposition of CGG Tokens. There is also little precedent on how existing laws might treat the rights and obligations between and among the Company, CGG Token purchasers, and ultimate holders of CGG Tokens. The occurrence of any related issue or dispute could have a material adverse effect on the Company’s business or the CGG Token. New developments in law may also adversely affect the treatment of the CGG Token or the Company’s business.
6.11. The regulatory landscape with respect to cryptocurrencies and cryptographic tokens, including CGG Tokens, is fast evolving. There may be uncertainty in the regulatory treatment of CGG Tokens and the CGG Token Sale in jurisdictions where the CGG Token Sale is conducted. Although the Company does not believe that CGG Tokens are securities in any jurisdiction where the CGG Token Sale is conducted, there is no assurance that relevant competent government or regulatory authorities (“Relevant Authorities”) would take a similar view, either now or in the future. Similarly, although the Company does not believe that the offer, purchase and sale of CGG Tokens are subject to any securities, commodities, derivatives or other financial law and regulation (collectively, “Regulations”), there is no guarantee that the Relevant Authorities may not subsequently determine that the CGG Token Sale is subject to Regulation and is or was not in compliance with certain Regulations. Any such different view or determination by Relevant Authorities may adversely affect the legality of the CGG Token Sale, or impose restrictions on the transfer of CGG Tokens and other regulatory requirements, which may affect the market value and liquidity of CGG Tokens.
6.12. As Blockchain networks and Blockchain assets have grown in popularity and in market size, government agencies and regulatory authorities have begun to take interest in, and in some cases regulate, their use and operation. Jurisdictions, such as, but not limited to, the European Union, the PRC, South Korea, and Japan, are currently considering, or may in the future consider, laws, guidance or other actions, which may severely impact the utility of the CGG Tokens, and the interoperability of Blockchain-based protocols generally. The many jurisdictions and regulatory frameworks that govern all or part of the ownership, holding, issuance, purchase, sale, or use of cryptocurrencies or cryptographic tokens (such as the CGG Tokens) are likely to rapidly evolve and are subject to significant uncertainty. Failure by the Company or its representatives to comply with any laws, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences for the Company and the value and utility of the CGG Token.
6.13. The CGG Tokens are ERC20 digital tokens created under the Ethereum Blockchain. If cryptographic tokens which are created on the Ethereum network are characterized as “securities” in the US and/or other jurisdictions, the CGG Tokens may also be characterized as “securities”, and this would have a material adverse impact on whether and the way in which the CGG Tokens can be traded.
6.14. Certain jurisdictions restrict the holding, use, ownership, sale and purchase of cryptocurrencies and/or cryptographic tokens, including outright prohibition or requiring that the sale or purchase must take place on a regulated exchange or trading venue. These restrictions may become more prohibitive over time and adversely impact your ability to access a regulated exchange or trading venue in your jurisdiction, or any other jurisdiction that permits the sale or purchase of the CGG Tokens, and you may, therefore, find it difficult or unlawful to sell your CGG Tokens or any alternative cryptocurrency or cryptographic token you hold as a substitute for the CGG Tokens. There are additional risks presented by any potential token exchange service provider, if any, which might be subject to poorly understood regulatory oversight.
6.15. Unlike certain accounts with financial institutions, CGG Tokens are not insured by any governmental or regulatory entity. In the event of loss, or the loss of utility value, you may not have recourse (and shall never have recourse against the Company in accordance with these Terms) unless you obtain private insurance for your CGG Tokens at your own cost.
6.16. CGG Tokens are irredeemable, and except as otherwise set forth in these Terms, you will not have the right to any refund or exchange or otherwise force the Company to redeem your CGG Tokens for any value (monetary or in- kind).
6.17. In making a decision to participate in this Offering, it is your obligation to consult your own tax advisors regarding tax considerations relating to the purchase, ownership and sale or disposition of the CGG Tokens, including, for example, sales, use and value added taxes, as well as income and withholding taxes. In addition, you are responsible to withhold, collect, report and remit any taxes that apply to the purchase of the CGG Tokens and remit such taxes to the appropriate taxing authorities. You are also responsible for reviewing all current and future tax considerations that may be relevant to you in connection with purchasing the CGG Token with your own tax advisers. You may experience adverse enforcement or other consequences in connection with purchasing CGG Tokens.
6.18. Upon a liquidation, bankruptcy or other dissolution of the Company, you will not be entitled to liquidation rights under any insolvency or bankruptcy Applicable Law.
6.19. Unless otherwise determined by the Company’s executive team, you, by holding CGG Tokens, are not entitled to voting rights or other management or control rights in or with respect to the Company. Accordingly, until such time that the Company’s executive team shall determine otherwise, the Company’s executive team will control in its sole discretion all decisions and actions of the Company, including with respect to the Platform and the Company’s operations, affiliations, corporate activities and investments. Further, any and/or all decisions made by the Company’s executive team may conflict with your interests.
6.20. The Company’s executive team will devote such time as they deem reasonably necessary to conduct the business affairs of the Company in an appropriate manner. However, such personnel may work on other projects and may undertake other technological development and business opportunities outside of the Company. Accordingly, conflicts may arise in the allocation of resources and energies. The key personnel are not restricted from engaging in any other activities, even those that are directly competitive to the Company and/or may require substantial time and resources from such Persons. As a result, the Company may not meet its objectives or milestones and the value and utility of the CGG Token may be negatively affected.
6.21. The success of the Company is expected to be significantly dependent upon the expertise and efforts of the Company’s executive team. The loss of any of these key individuals could have a significant adverse impact on the Company’s operations, ability to develop, deploy, and implement the Platform or meet its objectives and milestones. No assurances can be given that such key individuals will continue to be affiliated with the Company. Notwithstanding any prior experience that key individuals may have in developing new technologies that are expected to be created by the Company, any such experience necessarily was obtained under different market conditions and with different technologies at the forefront of development. There can be no assurance that the key individuals will be able to duplicate prior levels of success.
6.22. It is possible that alternative networks or platforms could be created that utilize the same or similar open-source codes and protocols that underlie the CGG Tokens. Competition from such networks, or platforms, start-ups, established technology companies, academia, open-source efforts, and financial institutions could negatively impact the performance of the Group, the Platform and/or the value of CGG Tokens. Some of the Company’s current and potential competitors have significantly greater resources and better competitive positions in certain markets than the Company. These factors may allow such competitors to respond more effectively than the Company to new or emerging technologies and changes in market requirements. The manner and degree of competition varies greatly and competition may adversely impact, among other things, the Company’s ability to operationalize its business, develop or implement the Platform, create relationships with exchanges and increase adoption of the Platform with various connectors. In turn, if the Company is unable to successfully mitigate, or compete with, these competitive forces, the value and utility of the CGG Tokens may be negatively impacted.
6.23. It is possible that the Platform will not be used by a large number of individuals and other entities and that there will be limited public interest in the Platform or distributed ecosystems more generally. Such a lack of interest could negatively impact the development of the Platform and Services and their potential use. Therefore, the success of the Platform and Services it provides cannot be predicted.
6.24. The Platform may undergo significant changes from time to time, including changes in the design and implementation plans and execution of the implementation of the Platform. Further, the Group may be unable, despite its good faith efforts, to adequately finance the creation, deployment, maintenance and/or operation of the Platform, which may adversely impact the value and utility of CGG Tokens.
6.25. It is possible that, despite the Group’s good faith efforts to develop and maintain the Platform, the Platform may experience malfunctions or otherwise fail to be adequately developed or maintained, which may individually or collectively negatively impact the Platform and the value of CGG Tokens. Despite the Group’s good faith efforts to exclude any viruses from the Platform and secure the network and technologies interacting with the Platform, it is possible that one or more third-parties can or will introduce malicious code or other viruses into the open-source software and code underlying the Platform and/or create, undercover or exploit weaknesses in the security of the cloud-based services used in connection with the operation of the Platform. Such events may impact the continued development, deployment or operation of the Platform and/or the value of CGG Tokens.
6.26. There are risks associated with using or accessing the Platform, including, but not limited to, the failure of hardware, software and Internet connections. The Company is not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself, nor for any disruption, distortion or delay in its delivery or receipt, howsoever caused. You are solely responsible for backing up and maintaining duplicate copies of any information you store on or transfer through the Platform.
6.27. You acknowledge that information transmitted over the Internet (including communications by e-mail) or Blockchain may be susceptible to unlawful access and monitoring. Further, you acknowledge that the transmission of data or information over the Internet may result in loss, interception or alteration while in transit and that all such information shall not be deemed confidential and the Company does not have any fiduciary obligation with respect to such transmitted information.
6.28. You acknowledge there may be risks associated with CGG Tokens and/or the Platform not being regulated in the jurisdictions in which CGG Tokens may be purchased, including the risks of retroactive regulatory applicability. The Company aims to be made aware of material and relevant changes to Applicable Law and Regulation in the most relevant jurisdictions in the world and shall act accordingly in the event changes to Applicable Law and Regulation impact operations of the Company, the Group or the Platform. None of the Company, the Group founders, or any Affiliates is a financial institution or currently under supervision of any financial supervisory authority. The Company does not provide any licensed financial services, such as investment services, fund management or investment advice. The CGG Token Sale is not a public offering of equity, debt or units in a collective investment scheme and consequently does not fall under the securities or any prospectus or similar disclosure regulations in the Permitted Jurisdictions.
6.29. By holding CGG Tokens, you acknowledge that you understand that while every effort will be made to further develop the Platform, it is possible that proposed post-launch developments or enhancements will never be realized.
6.30. The CGG Tokens will be stored in a wallet, which can only be accessed with a password selected by you. If you do not maintain an accurate record of the password, this may lead to the loss of your tokens. If your password protection is weak and is cracked or learned by somebody else, this may also lead to the loss of tokens.
6.31. There may be additional risks that cannot be anticipated or foreseen due to the incipience of cryptographic token technology, Blockchain-based technology, Ethereum and related technologies.
SECTION 7. DISCLAIMER OF WARRANTIES
7.1. THE PLATFORM, AND SERVICES OR OTHER ITEMS OBTAINED THROUGH THE PLATFORM, AND ANY PURCHASED CGG TOKENS ARE PROVIDED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND EITHER, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE PLATFORM, RECEIPT OF THE SERVICES AND PURCHASE OF CGG TOKENS.
7.2. NONE OF THE COMPANY, THE FOUNDERS, THE GROUP OR ANY OF THEIR AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR SERVICES, INCLUDING THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE COMPANY’S SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR ACCESS TO OR USE OF THE PLATFORM AND/OR SERVICES, INCLUDING CRYPTOCURRENCY SERVICES, ASSETS, AND ANY INFORMATION, IMAGES OR AUDIO CONTAINED OR RELATED TO THE PLATFORM OR SERVICES IS AT YOUR OWN RISK.
7.3. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, SOFTWARE, SERVICES CONTAINED IN OR PROVIDED BY THE PLATFORM COMPLIES WITH ANY APPLICABLE LAWS OR ACCOUNTING RULES.
7.4. YOU UNDERSTAND AND EXPRESSLY AGREE THAT THE COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE IN ANY WAY THAT CGG TOKENS MIGHT BE SOLD OR TRANSFERRED, OR BE SALEABLE OR TRANSFERABLE, OR THERE IS AN ABILITY OR WILL BE A PLATFORM TO EXCHANGE CGG TOKENS FOR FIAT CURRENCIES, CRYPTOCURRENCIES OR CRYPTOGRAPHIC TOKENS, DURING OR AFTER THE CGG TOKEN SALE. THE COMPANY FURTHER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE REGULATORY OVERSIGHT OR THE USE OR SECURITY OF ANY SUCH EXCHANGE.
7.5. THE COMPANY DOES NOT GUARANTEE THAT THE PLATFORM AND SERVICES IT PROVIDES CANNOT BE DUPLICATED (EITHER IN PART OR IN FULL) BY A THIRD PARTY WITHOUT THE COMPANY’S PRIOR WRITTEN CONSENT. THE COMPANY HEREBY EXPRESSLY WARNS YOU THAT YOU SHOULD NOT ENTER, USE OR PURCHASE ANY CGG TOKEN OR TOKENS SIMILAR TO CGG TOKENS FROM ANY SOURCES (OTHER THAN VIA THE COMPANY).
7.6. IF APPLICABLE LAW DOES NOT PERMIT ALL OR ANY PART OF THE ABOVE EXCLUSION OF WARRANTIES OR DISCLAIMER OF IMPLIED TERMS IN CONTRACTS TO APPLY TO YOU, THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
7.7. IF ANY GUARANTEE, WARRANTY, TERM OR CONDITION IS IMPLIED OR IMPOSED IN RELATION TO THESE TERMS OR ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A “NON-EXCLUDABLE PROVISION”), AND THE COMPANY IS ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN THE LIABILITY OF THE COMPANY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED TO THE FOLLOWING AT THE COMPANY’S OPTION, IN THE CASE OF SERVICES, THE SUPPLYING OF THE SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
SECTION 8. LIMITATION OF LIABILITY
8.1. With the exception of the terms of Section 4.7 which apply to the time prior to the delivery of CGG Tokens to you, any and all purchases of CGG Tokens are final and non-refundable. By purchasing the CGG Tokens from the Company, you acknowledge that neither the Company nor any of its Affiliates are required to provide a refund for any reason, ensure any liquidity for the exchange of CGG Tokens and that you will not receive money or other compensation for any CGG Token that is not used or remains unused for any reason.
8.2. You hereby expressly agree that, to the maximum extent permitted by the Applicable Law, none of the Company, the Group, its founders, or their respective Affiliates, shall be liable to you, regardless of the basis or theory upon which the liability is claimed, for any damage or loss, including loss of business, revenue, anticipated savings, profits, or loss of or damage to data, equipment, software, or goodwill, as well as personal injury, pain and suffering, and emotional distress (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), regardless of whether such loss was foreseeable, resulting from:
8.2.1. the use of, inability to use, or availability or unavailability of the Platform or Services, material, information, software, facilities, or content of either;
8.2.2. your purchase of CGG Tokens or your use of them;
8.2.3. any change in the value of CGG Tokens or any cryptocurrency or cryptographic utility;
8.2.4. the ability or inability to sell or transfer CGG Tokens, or the existence or nonexistence of any platform to exchange CGG Tokens for fiat currencies, cryptocurrencies or cryptographic tokens, during or after the CGG Token Sale;
8.2.5. any illegal or unauthorized (A) use of the Platform or Services, or (B) purchase or use of CGG Tokens;
8.2.6. your ability or inability to use the Platform, the CGG materials or the Services, including, but not limited to, the occurrence or existence of any defect, interruption, deletion of files or emails, delays in the operation or transmission of information to or from the Platform, a Force Majeure Event, communications failure, or theft, destruction or unauthorized access to the Company’s records, programs, services, server, or other infrastructure relating to the Platform and Services;
8.2.7. the use of or purchase from any third-party websites (including any website you use to purchase CGG Tokens or who processes the purchase of CGG Tokens on your behalf) or other Internet-resources that copy the Platform or Services or propose to sell CGG Tokens;
8.2.8. the release of any information you provided to the Company, except in the event the Company intentionally released such information without your consent or in violation of Applicable Laws;
8.2.9. the resale or exchange or attempted resale or exchange of CGG Tokens for any fiat currency, cryptocurrency or cryptographic token;
8.2.10. the Platform failing to be suitable for the special or particular purpose you intend, or the failure of any Services, or the information, images or audio contained or related to the CGG website, Platform or Services;
8.2.11. the Platform or Services being infected with any malicious code or viruses;
8.2.12. any action stemming from, occurring due to, or otherwise related to a breach of Section 5 above;
8.2.13. the actions or omissions of any third party payment processing entity or platform that you use to purchase CGG Tokens, or your inability or ability to use such platform or services; and
8.2.14. the manifestation or materialization of any risk discussed in Section 6 herein or the Accompanying Documents.
8.3. For the avoidance of doubt, this limitation of liability provision shall survive the termination of these Terms and shall apply, with full force and effect, in perpetuity for the benefit of the Company and the Group, and any other entity that is or becomes the owner of the Platform or Services, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law.
8.4. If Applicable Law does not permit all or any part of the above limitation of liability in contracts to apply to you, the limitations, exclusions and disclaimers will apply to you only to the extent permitted by Applicable Law.
SECTION 9. INDEMNITY
9.1. To the extent permitted by Applicable Law, you shall indemnify, defend and hold harmless the Company, the Group and their Affiliates, directors, officers, employees, agents, successors, and permitted assignees (each, an “Indemnified Party”) from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), including but not limited to all claims arising from any breach of the representations and warranties and covenants in these Terms, asserted by any third party against or incurred by an Indemnified Party.
9.2. Subject to Applicable law, you expressly waive any rights you may have under Applicable Law as well as any other statute or common law principles that would otherwise limit the coverage of this release, except with respect to any claim for which the underlying action or omission giving rise to such claim has occurred prior to the first date in which you accessed or used the Platform and Services, such date being when you agreed to be legally bound by these Terms.
SECTION 10. INTELLECTUAL PROPERTY RIGHTS
10.1. Subject to Section 10.2, you acknowledge that the Company has valid, unrestricted and exclusive ownership of all rights, title and interest to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property rights to and subsisting in the Platform, Services and CGG Tokens, and for the Company to conduct its business generally. Between you and the Company, the Company is the sole owner of all intellectual property rights currently in (and modifications to) the Platform, Services, CGG Tokens and the Website.
10.2. Except as expressly assigned in writing by the Company, all copyright and any other intellectual property of the Company, all content and other materials contained on the Platform or provided in connection with the Platform or the Services, including, without limitation, the intellectual property rights for the Platform and Services and all text, graphics, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selections, methods, algorithms, coordination, and expressions (collectively the “Materials”) are the exclusive property of the Company, a member of the Group or its licensors, each as set forth in the relevant agreement with such counterparty, and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
10.3. Pursuant to these Terms, Group grants you a limited, worldwide, revocable, non- sublicensable and non-transferable license (the “License”) to use the Platform solely for your personal use in accordance with these Terms and for no other purpose (commercial or otherwise). You may not reproduce, distribute, modify, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Materials (the “Prohibited Actions”). Except as expressly set forth herein, these Terms do not contain any implied license (including licenses to use, access the Platform, and Services) and Group expressly reserves all rights not granted to you herein, including all rights, title and interest in the Platform and Services and any related content.
10.4. You will be in breach of these Terms if you perform or have performed on your behalf any Prohibited Action, or if you print, copy, modify, download or otherwise use or provide any other Person with access to any Materials without the express written consent of the Company. Upon such a breach, the Company may (without limiting its other rights and remedies), terminate your Account in its sole discretion, disable your access to the Platform and Services, in each case without notice to you. Upon the Company’s request, you shall immediately return or destroy any copies of the Materials in your possession.
SECTION 11. THIRD-PARTY CONTENT
11.1. The pages of the Platform and Services may contain links to third-party websites and services. Such links are provided for your convenience. The Company shall not be considered to make any recommendation or endorsement of any third-party website or its content, unless expressly stated by the Company. In addition, the Company does not suggest, imply or guarantee the safety, accuracy or reliability of any third-party website or the conformity of such with your expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from another site, and makes no warranties, recommendation or endorsement for that site or any service provided thereby or thereon. The Company assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from your (or any other Person’s) use of any content, goods or services available on or through any such third-party websites and resources.
SECTION 12. APPLICABLE LAW
12.1. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
12.2. To resolve any dispute, controversy or claim between the Parties arising out of or relating to these Terms, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party. Notice to the Company shall be sent by e-mail to the Company at firstname.lastname@example.org. Notice to you shall be by email to the then-current email address in your notice. Your notice must include (a) your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the dispute, and (c) the specific relief that you are seeking.
12.3. Any dispute, controversy , difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
12.4. With respect to any disputes, claims, suits, actions, causes of action, demands or proceedings in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company are permitted to apply to the courts of Singapore for equitable relief.
SECTION 13. MISCELLANEOUS
13.1. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of these Terms, and any non-contractual obligations arising out of or in connection with these Terms, shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands.
13.2. Suspension; Termination. Notwithstanding anything contained herein, Group reserves the right, without notice and in its sole discretion, to terminate these Terms, suspend your right to access the Platform or Services, and all related information and files without liability to you, at its sole discretion, including but not limited to, in case of your breach of these Terms or if Group believes you have committed fraud or other misconduct. Upon such discontinuation and termination of these Terms, or in the event Group terminates these Terms or revokes your right to access the Platform or Services, all rights and licenses granted to you under these Terms will immediately terminate. In the event of any Force Majeure Event (as defined below), breach of these Terms, or any other event that would make the operation or provision of the Platform or Services commercially unreasonable for Group, Group may, in its discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the Platform or Services. In the event the Group terminates these Terms, revokes your right to use or access the Platform or Services, to the extent permitted under Applicable Law (including in the event of applicable legislation change or amendment) and save where Section 4.7 is applicable, Group shall not provide you with any refund whatsoever.
13.3. Entire Agreement. These Terms are intended to fully reflect the terms of the agreement between the Parties, and shall supersede any previously or contemporaneously agreed upon terms or understanding. No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
13.4. Assignment. The Company may, at its sole discretion, assign any of its rights and/or delegate its duties under these Terms (including, but not limited to any and all intellectual property rights in or to all technology, software, and code relating to the Platform and Services). You may not assign your rights or delegate your duties as a user of the Platform or Services, or as a purchaser of CGG Tokens, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole discretion, shall be null and void.
13.5. Severability. If any term, provision, covenant or restriction of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
13.6. Electronic Notices. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (hereinafter, the “Communications”) that Group provides in connection with your use of the Platform or Services. You agree that Group may provide these Communications to you by posting them on the Platform or Services or by emailing them to you at the email address you provide. You may also contact Group at email@example.com to request additional electronic copies of Communications. You may withdraw your consent to receive certain marketing and promotional electronic Communications by sending a withdrawal notice to support email firstname.lastname@example.org. However, if you do so, Group may in its sole discretion suspend or terminate your use of the Platform. In case you do not intend to cease or terminate your Platform use, you cannot withdraw your consent to receive all electronic Communications.
13.7. Tax Issues. The Company makes no representations concerning the tax implications of the sale of CGG Tokens or the possession or use of them. You bear the sole responsibility to determine if the purchase of CGG Tokens with cryptocurrency or the potential appreciation or depreciation in the value of CGG Tokens over time has tax implications for you in your home jurisdiction. By purchasing CGG Tokens, and to the extent permitted by law, you agree to be solely responsible for any applicable taxes imposed on, and agree not to hold the Company liable for any tax liability associated with or arising from your purchase, possession, or transfer of CGG Tokens. All fees and charges payable by you to the Company are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon the Company’s request, you will provide it any information it reasonably requests to determine whether it is obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by Applicable Law, you will notify the Company and will pay the Company any additional amounts necessary to ensure that the net amount that the Company receives, after any deduction and withholding, equals the amount the Company would have received if no deduction or withholding had been required. Additionally, you will provide the Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. To the extent the Company is responsible for remitting any withholding taxes or value added or similar taxes, your allocation of CGG Tokens shall be reduced to the extent such taxes are required to be remitted by the Company. The Company wishes to make you aware that future use of the CGG Tokens by you when transacting with the Company may result in withholding taxes, value added tax and/or similar taxes being imposed. You will be responsible for such taxes, however, where the Company is responsible for remitting taxes, the amount of taxes shall be deducted from the fees otherwise due and payable by you in connection with your transactions with the Company.
13.8. Force Majeure Events. The Company shall not be liable for (1) any inaccuracy, error, delay in, or omission of (a) any information, or (b) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Company’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other acts of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond the Company’s reasonable control (each, a “Force Majeure Event”).
13.9. Compliance Policies. The Company, Group and its Affiliates strictly follow anti-money laundering (AML), “know your customer” (KYC) and other compliance procedures as required by Applicable Law or otherwise as determined by the Company from time to time. You fully agree to assist the Company in fulfilling the Applicable Law and the Company’s compliance best practices, to the extent that they supersede requirements imposed by Applicable Law, provide any necessary information if such is required from you by the authorized authority. You shall provide all documentation required and requested by the Company to undertake and pass all due diligence, know-your-customer and anti-money laundering checks (“AML/CFT Checks”) required for your purchase of the CGG Tokens. You agree and acknowledge that your purchase of the CGG Tokens is subject to the requirement that you pass all AML/CFT Checks.
13.10. Further Assistance. You shall cooperate with and assist the Company or any member of the Group in connection with any investigation, examination or enquiry by any government entity. You shall promptly provide the Company with any documents, certification, record or other materials it may request in connection with such investigation, examination or enquiry.
13.11. Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections. All the sections in the Terms shall survive any termination or expiration of these Terms.
* * *
Intellectual Property Notification: This document belongs to the Company and is protected by copyright laws. Its copying and/or use by any third party in full or in part without prior written consent of the Company is strictly prohibited.
If you have any question or notice any bugs, errors or violations you may send any questions regarding the use of the Platform or regarding these Terms via e-mail at email@example.com.