TABLE OF CONTENT
Please read carefully this token sale agreement. By purchasing Cloud NFT Tokens from CloudNFT OÜ you will be bound by these terms of Token Sale Agreement and all terms incorporated here by reference. If you do not agree to these Token Sale Agreement, do not make any contribution to CloudNFT OÜ and do not purchase Cloud NFT Tokens.
This Token Sale Agreement (hereinafter the “Agreement”) is entered into by and among you or the entity that you rightfully and legally represent (hereinafter referred to as “Buyer”, “You” or “Your”) and CloudNFT OÜ (hereinafter referred to as “We” or “Company” or “Seller”), сompany number 16356748, registered at the address Harju maakond, Tallinn, Lasnamäe linnaosa, Võru tn 11, 13612, Estonia. Buyer and Seller are herein individually referred to as a “Party” and collectively, as a “Parties”.
Purchasing of Cloud NFT Tokens on any sale or pre-sale phase constitutes the acceptance of this Agreement.
The official website of the company is https://cloudnft.io
Please visit the web-site: https://cloudnft.io and read the Litepaper for yourself. The Litepaper will disclose all necessary information on what the platform will provide.
Be aware that only after the Token sale has been completed, the Buyer of these tokens will have access to the Services at a discounted rate.
In case you want us to sign a separate token sale agreement with the Сompany you represent, please, contact us to start the verification procedure and negotiations regarding signing the said agreement.
The Company reserves the right to change, modify, add or remove provisions of this agreement at any time for any reason on its own discretion. We advise you to review this agreement periodically for changes. Such changes shall be effective immediately upon posting them on the website. You acknowledge that by accessing our website after we have posted changes to this agreement, you are agreeing to the modified provisions.
Ownership of tokens carries no rights, express or implied, other than the right to receive bonuses, as they are defined herein, if successfully completed and deployed. In particular, you understand and accept that tokens do not represent or confer any ownership right or stake, share or equivalent rights, or any other form of participation in or relating to the Company and its corporate affiliates. Cloud NFT Tokens are not intended to be any type of financial instrument.
This Agreement does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. This Agreement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the tokens.
The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Agreement, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom and the citizens or residents of, Singapore, Canada, China, Southern Korea (the “other countries”) must not buy tokens, otherwise the Company shall not hold responsibility for such purchase.
NOTHING IN THIS AGREEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE USA, OTHER COUNTRIES AND IN ANY OTHER JURISDICTIONS WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONS AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING AGREEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS AGREEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS AGREEMENT MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THE AFFILIATED PERSONS OR REPRESENTATIVES OF THE USA ENTITIES MUST NOT BUY TOKENS UNDER THIS AGREEMENT. THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY LEGAL OR MONETARY CONSEQUENCE ARISING FROM BUYING TOKENS BY USA, SINGAPORE, CANADA, CHINA, SOUTHERN KOREA CITIZENS OR RESIDENTS.
BY PURCHASING TOKENS FROM US DURING THE SALE PERIOD, YOU WILL BE BOUND BY THIS TOKEN SALE AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE CONTACT US AT: [email protected]
THIS AGREEMENT HAS NOT BEEN APPROVED BY AN AUTHORIZED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS AGREEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS AGREEMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS AGREEMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.
4.1. The following words and phrases used in this Agreement shall have the following meanings, except where the context clearly requires otherwise:
“Company” means Company and its respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns.
“Cloud NFT Platform”, “Platform” means the solution described in the Litepaper and to be developed by the Company.
“Litepaper” means the document describing the cloudnft.io Platform, the Cloud NFT Tokens, the Services, and other matters related to the Platform, and available on the Website (as may be amended from time to time).
“Agreement” - this Agreement exclusively and no other.
“AML” - Anti Money Laundering.
“KYC” – verification process before registration.
“Beneficial Owner” - a natural person who takes any advantage of or control over another person or in respect of a company is the natural person who legally owns or controls the company directly or indirectly by whatever means.
“Buyer” - anyone who purchases Cloud NFT Tokens during the Sale Event or at any time thereafter. References to “you” and “your” mean references to the Buyer.
“Prohibited Person” - a person who is not eligible to purchase Tokens under this Agreement.
“Cloud NFT Tokens” - blockchain tokens, credits, that facilitate or provide advantages and discounts on the Services offered by the Platform.
“Services” - means the services provided by the Company under this Agreement.
In terms of this Agreement the term “Token sale” refers only to the Pre-sale phase and Public sale phase of Sale period.
In terms of this Agreement the term “Token sale” refers only to the Pre-sale phase and Public sale phase of Sale period.
“Website” (or Websites) - a website that is operated by the Company and available at the link https://cloudnft.io or any other subdomains of the Company.
5. SUBJECT OF THE AGREEMENT
5.1. The subject of this Token Sale Agreement is only related to the sale and purchase of the Cloud NFT Tokens. Cloud NFT Tokens are utility tokens. Future potential use of the tokens is the subject of other applicable Agreement.
5.2. Tokens are intended to be used only:
5.2.1. to enable usage of and interaction with the Cloud NFT Platform and to support its development and operation as it is strictly described in the Litepaper;
5.2.2. as a means to obtain the Services as it is strictly described in the Litepaper;
5.2.3. as a means to obtain the potential benefits provided in the Litepaper.
5.3. Ownership of the Cloud NFT Tokens carries no rights, express or implied, other than the right to use the Cloud NFT Tokens and obtain the Services and the potential benefits. In particular, Cloud NFT Tokens:
5.3.1. do not provide Buyer with rights of any form with respect to any of the Company Parties or its revenues or assets, including any voting, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights; 5.3.2. do not represent any form of loan to any of the Company Parties.
5.3.3 may only be utilized on the Cloud NFT Platform, is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by Company;
5.3.4. does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to the Company or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Cloud NFT Platform, and any service provider of Cloud NFT Platform;
5.3.5. is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment;
5.3.6. is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
5.3.7. is not a loan and is not intended to represent a debt owed by any company, and there shall be no expectation of profit or interest income arising in connection therewith;
5.3.8. does not provide you with any ownership or other interest in Cloud NFT Platform;
5.3.9. is not any form of financial derivative;
5.3.10. is not any form of commercial paper or negotiable instrument;
5.3.11. will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
5.3.12. is not any commodity or asset that any person is obliged to redeem or purchase;
5.3.13. is not for speculative investment.
5.4. The Buyer acknowledges and agrees that the Cloud NFT Tokens will be used as utility tokens, as a digital means to use the Services provided by the Seller, and that they only provide the Buyer with certain limited rights as explicitly defined herein.
5.5. Through the Token the Buyer will have access to the Services at a discounted price.
6.1. In purchasing the Cloud NFT Tokens, the Buyer acknowledges and agrees that he fully understands that the Services are still in the development stage and are not yet available.
6.2. In purchasing the Cloud NFT Tokens, the Buyer acknowledges and agrees that he fully understands that the Company can decide not to proceed with the development of the Platform and to decide to withdraw the Cloud NFT Tokens from circulation at our sole discretion.
7. TOKEN SALE AND PURCHASE
7.1. The Token Sale period will be announced by the Company through the Website. The Token Sale period may be subject to change at the sole discretion of the Company.
7.2. On the terms set forth herein, you agree to purchase and the Company agrees to sell Tokens.
7.3. The price of the Tokens is confirmed in USD.
7.4. 1 Token is equal to 0.32 USD during the Pre-sale phase.
7.5. The price of 1 Token for the Public sale phase will be announced later on the web-site.
7.6. Company accepts the following payment methods: in ETH, USDT, USDC; BNB, BUSD by directly transferring to Cloud NFT Token addresses duly disclosed on the Web-site.
7.6.1. in USDT and BUSD by directly transferring to CloudNFT Token addresses duly disclosed on the web-site.
7.7. We reserve the right to refuse or cancel Token purchase requests at any time at our sole discretion.
7.8. Tokens will be generated and provided to you after the completion of the Sale Period.
7.9. Unless otherwise stated herein, this Token Sale Agreement governs only your purchase of Tokens from us during the Pre-sale phase and Public Sale phase.
7.10. Procedures of the purchase of the Tokens, the timing and pricing of the Tokens sale and our anticipated use of the Tokens sale are defined in the Litepaper.
7.11. The Seller may terminate the Token Sale earlier at any time for any reason at its sole discretion.
7.12. Depending on the outcome of the Token Sale, the Seller may decide at its sole discretion to start the project, if the collected funds can be considered enough.
7.13. The Company can decide not to proceed with the development of the Platform and to decide to withdraw the Cloud NFT Tokens from circulation at our sole discretion.
8. AML AND KYC POLICY. ANTI MONEY LAUNDERING VERIFICATION PROCEDURE
8.1. Company uses and conducts the Anti Money Laundering (AML) Policy. Money laundering is where proceeds of crime are disguised so to give the appearance of a legitimate income.
8.2. Company will not tolerate any Buyer and/or tokensholder abusing their Services for such matters. If the Company suspects any Buyer is abusing their services for the purposes of money laundering, the Company reserves the right to freeze any funds regarding Tokens.
8.3. Company reserves the right to report any suspicious activities to the police or relevant authorities without the Buyer's knowledge.
8.4. The Company reserves the right to require additional information at any time to verify the Buyer's identification and any further information that may be required to satisfy the Money Laundering Regulations and Company’s Anti Money Laundering Policy.
8.5. To purchase Cloud NFT Tokens in the course of the Sale you are required to undergo a verification procedure in order to verify your identity and proof of address for the purposes of money laundering and terrorist financing prevention.
8.6. You are obliged to pass the verification no later than the date of Token supply.
8.7. In case you fail to pass the verification procedure the Company is obliged to cancel the present Agreement following the AML Policy as well as cancel the supply of Tokens.
8.8. In the course of the verification process you must promptly provide the Company all information and documentation as requested (for example: a copy/scan of your passport, ID card, driver’s license or any other identification document). Any information and documentation you provide must be correct and up to date.
8.9. If we suspect that the information or documentation you have provided is incorrect, fake, outdated or don’t correspond to the conditions established in this Agreement or you fail to pass the verification by your own initiative or otherwise, then in our sole discretion, we may either request you to provide the information or cancel your supply of Tokens and return your contribution reduced on the commissions for conducting of transactions in a blockchain, other possible expenses incurred by the Company.
8.10. To make the request for the purchase of Token You shall promptly upon the request of the Company provide it with the following information: name; date of birth; address (for individuals); legal domicile address and principal place of business and mailing address (if different) for a person other than a natural person); and other information as required by the Company.
8.11. As evidence of your nationality or residence you shall provide the Company with a copy of your passport in high quality color format.
8.12. If you represent a legal entity, you shall provide the Company with documents showing the legal existence of such legal entity, such as certificate of incorporation/registration and other similar documents certifying the registration of legal entity in its country of residence.
8.13. If any doubt or suspicion arises, we check the provided information, using non-documentary methods such as contacting a customer; independently verifying the customer's identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database, or other source; checking references with other financial institutions; and obtaining a financial statement.
8.14. The Company is allowed to:
8.14.1. require verification of the identity of the Token Buyer through its AML verification;
8.14.2. require, additionally (examples include, but are not limited to, large transactions, high-risk transactions or inconsistencies according to our records), more information (examples include, but are not limited to, proof of source of funds).
8.15. If the verification evidence supplied does not meet with AML requirements, the Seller will not allow the participation in the sale and will return Buyer’s contribution reduced on the commissions for conducting of transactions in a blockchain, other possible expenses incurred by the Company.
8.16. The Buyer acknowledges and agrees that he is aware of the AML reporting requirements and that any report will not be treated as or considered a breach of privacy but as a legal obligation on behalf of the Seller.
8.17. The Buyer confirms that he is not a prohibited person. If the Buyer turns out to be a prohibited person the Seller will not allow the participation to the sale and will return Buyer’s contribution reduced on the commissions for conducting of transactions in a blockchain, other possible expenses incurred by the Company and additionally the Сompany may put the penalty on its own discretion.
8.18. If the Buyer has any Beneficial Owners, he confirms that he has undertaken all reasonable due diligence and that the Beneficial Owner is not a Prohibited Person.
8.19. Under AML law and regulation, the Seller has an obligation to report any applicant whom he has reason to believe may be in breach of AML, which would include reporting the matter to the appropriate Authority and divulging the applicant's name and details.
9. PROHIBITED PERSONS
9.1. Participation in the Token sale shall be prohibited for users of the who:
9.1.1. are U.S. citizens or residents, or a legal entity in which the U.S. citizen's and/or U.S. resident's participation interest is 10% or more;
9.1.2. are defined by the Office of Foreign Assets Control as a “Special Category Person” or otherwise included in Sanctions Lists in any jurisdiction;
9.1.3. are on the Prohibited List of the U.S. Department of Commerce;
9.1.4. are nationals, residents or tax residents of any FATF blacklisted country;
9.1.5. are citizens, residents and/or tax residents of one of the following jurisdictions: Afghanistan, Angola, Algeria, Bahamas, Bangladesh, Bolivia, Botswana, Burma (Myanmar), Burundi, Cambodia, Chad, China, Gvineja, Côte D’ivoire, Crimea (Ukraine region), Cuba, Democratic People’s Republic of Korea, Egypt, Equatorial Guinea, Eritrea, Ghana, Guinea Bissau, Guyana, Iceland, Iran, Iraq, Haiti, Lao PDR, Lebanon, Libya, Mali, Mongolia, Morocco, Myanmar, Nepal, Nicaragua, North Macedonia, Pakistan, Panama, Qatar, Saudi Arabia, Somalia, South Sudan, Sudan, Syria, Trinidad and Tobago, Uganda, United States, Vanuatu, Venezuela, Yemen, Zimbabwe and other countries and jurisdictions, where these services can not be provided by legislation countries;
9.1.6. are citizens, residents, and/or tax residents of one of the countries or territories where cryptocurrencies are prohibited or have no legal status, or where users cannot be admitted to the token purchase due to various tax and/or regulatory aspects;
9.1.7. are on trade or economic sanctions lists, such as the UN Security Council Consolidated List, or if participation in any bidding is restricted or prohibited by the European Union, the Hong Kong Monetary Authority, the Hong Kong Customs and Excise Department, the Office of Foreign Assets Control, or any other administrative law enforcement agency.
9.2. Participation in the Token sale will also be prohibited for users who are citizens or residents of any state, country, territory or other jurisdiction:
9.2.1. subject to extensive, geographically targeted sanctions by the United Nations, the Monetary Authority of Singapore or OFAC, or which are defined as "call to action" jurisdictions in the list of high-risk jurisdictions and other monitored jurisdictions of the Financial Action Task Force, and/or
9.2.2. subject to U.S. embargoes;
9.2.3. reside in or are citizens or tax residents of any state, country, territory or other jurisdiction where participation in token sales would be illegal or otherwise in violation of any applicable law.
10.1. You acknowledge and agree that there are numerous risks associated with purchasing, holding, and using Tokens.
10.2. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE FOLLOWING RISKS:
10.2.1. Risk of Losing Access to Tokens Due to Loss of Private Key(s), Custodial Error or Purchaser Error. A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to follow precisely the procedures for buying and receiving Tokens, including, for instance, if you provide the wrong address for receiving Tokens, may result in the loss of your Tokens.
10.2.2. Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or organizations may attempt to interfere with Cloud NFT Token and/or the Cloud NFT Platform in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of Cloud NFT Token and/or the Cloud NFT Platform, which could negatively affect Cloud NFT Token and/or the Cloud NFT Platform.
10.2.3. Risk of Uninsured Losses. Cloud NFT Token is uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
10.2.4. Risks Associated with Markets for Tokens. Tokens are intended to be used solely to get access to the services of the Company, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens.
10.2.5. Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory status of Cloud NFT Token and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including Cloud NFT Token and Cloud NFT Platform. Regulatory actions could negatively impact Cloud NFT Token in various ways. The Seller or any Group 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,
10.2.6. Risks Arising from Taxation. The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
10.2.7. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography. Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Tokens, which could result in the theft or loss of Tokens.
10.2.8. Risk of Insufficient Interest in Tokens, Services of the Company or Distributed Applications.
10.2.9. Risk of Dissolution of the Company. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve.
10.2.10. Risks Arising from Lack of Governance Rights. Because Tokens confer no governance rights of any kind with respect to the Company, all decisions involving the Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue to sell more Tokens for use, or to sell or liquidate the Company. These decisions could adversely affect the utility of Tokens that you hold.
10.2.11. All other unanticipated risks.
11. ELIGIBILITY, REPRESENTATION AND WARRANTIES
11.1. You must be at least 18 years old to use our services, product and Website. By using our services, products and accessing our Website you represent and warrant that you:
11.1.1. are at least 18 years old or are of legal age to form a binding contract under applicable laws;
11.1.2. have full power and authority to enter into this agreement;
11.1.3. have not been previously suspended or removed from using our services;
11.1.4. not a prohibited person according to Article 9.
11.2. If you are using the services on behalf of a legal entity, you represent and warrant that:
11.2.1. such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
11.2.2. you are duly authorized by such legal entity to act on its behalf;
11.2.3. any beneficial owner of the legal entity, director, employee, services provider or any other individual in any way connected with the Company is not a prohibited person according to the Article 9.
11.3. The Buyer understands and expressly accepts that there is no warranty whatsoever on Cloud NFT Tokens, and/or the success of the Project, expressed or implied, to the extent permitted by law, and that Cloud NFT Tokens are created and obtained at the sole risk of the Buyer on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
11.4. The Buyer understands and expressly accepts that in case the Seller decides to provide withdrawal of the CloudNFT Tokens from circulation, the Seller undertakes to return to the Buyer the amount paid by the Buyer to the Seller during the Sale period, while the Token may be not returned, but all obligations of the Seller that secured the Token are considered terminated from the moment the funds are returned to the Buyer. The Seller undertakes to return to the Buyer the cryptocurrency in which the Buyer paid the Seller for the Token during the Sale period.
11.5. Furthermore, the Buyer represent and warrant:
11.5.1. that they fully understand and have significant experience of cryptocurrencies, digital assets, blockchain systems and services, and they fully understand the risks associated with the trading of cryptocurrencies and digital assets as well as the mechanics related to the use of such cryptocurrencies and digital assets (including with respect to their storage and exchange);
11.5.2. that they are not entering into transactions that are above their financial abilities. Also, cryptocurrencies and digital assets are not suitable for people without the relevant knowledge and/or experience. They further represent and guarantee that they are aware of the risks related to cryptocurrencies and digital assets, for which they are solely responsible and liable;
11.5.3. that they understand that you may lose some of or all his contribution in this Token sale;
11.5.4. that they have sufficient understanding and knowledge of the technical and business matters (including those being developed by the Seller, cryptocurrency storage systems, e.g., wallets) to understand this Token Sale Agreement and to appreciate the risks and implications of purchasing Tokens.
12.1. We may provide any notice to you under this Agreement by:
12.1.1. posting a notice on the Website;
12.1.2. or sending an email to the email address that is associated with the Buyer;
12.1.3. posting a notice in the social media pages of the Company in Facebook, Twitter, Telegram, Medium.
12.2. It is your responsibility to keep your email address current and inform the Company if it changes.
12.3. To give us notice under this Agreement, you must contact us by email to [email protected] We may update this email address for notices to us by posting a notice on our Website. Notices to us will be effective one business day after they are published on our Website
12.4. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
13. LAW AND JURISDICTION
13.1. These Terms shall be governed and construed in accordance with the laws of Estonia including Law of Obligations Act 2002.
13.2. The Buyer and the Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “ Dispute”).
13.3. If the parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all parties, such Dispute shall be submitted to Estonian Courts.
13.4. All rights and obligations hereunder will be governed by the laws of Estonia, without regard to the conflicts of law provisions of such jurisdiction
14.1. If you purchase our tokens, you are the only responsible for all risks.
14.2. You are aware and agree that the Token Sale Offer is provided on an “as is” basis.
14.3. We expressly and explicitly disclaim any warranty of merchantability, fitness for any particular purpose, quiet enjoyment or non-infringement or any other such similar matter any warranties arising in the course of dealing or usage of trade.
14.4. No advice or information, whether either oral or in writing, obtained from Us or Our website will create any warranty expressly or otherwise, herein.
14.5. To the maximum extent permitted by the applicable laws, regulations and rules, CloudNFT OÜ shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with acceptance of this Agreement.
15. LIMITATION OF LIABILITY
15.1. Nothing in this Agreement shall exclude or limit Company’s liability for fraud, willful misconduct or any other liability which cannot be lawfully excluded or limited. UNDER NO CIRCUMSTANCES COMPANY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES, OR LOSS OF PROFIT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. FORCE MAJEURE
16.1. The Company shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations, if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including acts of God, natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, acts or defaults of the network and/or any telecommunications network operator or carriers).
17.1. In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this agreement operate or would prospectively operate to invalidate this agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this agreement and the remaining provisions of this agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
18. INTELLECTUAL PROPERTY
18.1. The Seller, as the case may be retains all right, title and interest in all of that entity's intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any.
19.1. By signing this Agreement Parties undertake to keep the confidentiality of all the information in connection with the negotiations, relationship or the Agreement between the Parties by not making them public or available to any third parties, not using them for their own business purposes and are making all required measures and provides all required conditions to prevent third parties’ access. Parties are liable for any breach of the abovementioned confidentiality obligation.
20.1. The Seller may terminate this Agreement without any explanations if Buyer violates the terms of Article 8 and 9.
20.2. The Seller has the right to terminate this Agreement and fine the Buyer without any notice because of the violation of AML and KYC policies in following cases:
20.2.1. when Buyer fails to pass the verification by his/her own initiative;
20.2.2. when Buyer is a resident or citizen of restricted jurisdiction;
20.2.3. when Buyer provided the fake documents or we suspect he/her provided the fake documents.
20.3. If one of the events described in clause 20.2. of this Article will occur, the Seller in addition to measures referred to in clause 8.9. has the right to put the penalty on the Buyer.
20.4. The Buyer has the right to terminate this Agreement with the Seller, sending 30 days prior written notice.
20.5. In case of termination of the Agreement according to the provisions of this clause 20 the Seller will return the contribution paid by the Buyer to the virtual currency address listed in the whitelist and intended for supply of CloudNFT Tokens. In this case the Agreement is deemed to be terminated from the date when the Seller returns to the Buyer his contribution paid for the CloudNFT Tokens.
20.6. In case the Seller decides to provide withdrawal of the CloudNFT Tokens from circulation, the Seller undertakes to return to the Buyer the amount paid by the Buyer to the Seller during the Sale period, while the Token may be not returned, but all obligations of the Seller that secured the Token are considered terminated from the moment the funds are returned to the Buyer. The Seller undertakes to return to the Buyer the cryptocurrency in which the Buyer paid the Seller for the Token during the Sale period. In this case the Agreement is deemed to be terminated from the date when the Seller returns to the Buyer his contribution paid for the CloudNFT Tokens.
21.1. By accepting this Agreement, you are deemed to have read the Litepaper as well as any other applicable Terms and Policies and are aware of all risks and rules provided thereto.
21.2. Company and the Buyer are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right to:
21.2.1. develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and
21.2.2. assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.
21.3. This Agreement does not create any third-party beneficiary rights in any individual or entity.
21.4. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without Company’s prior written consent. Any assignment or transfer contrary to these terms will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
21.5. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
21.6. Тhis Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Company will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.