Terms and Conditions
Please read these terms and conditions carefully before making any decision to use the tokens or the platform (as defined hereafter) 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 and conditionsor if you are a prohibited person then you are not permitted to use the tokens or platform.
By using tokens on the platform, you acknowledge that you have fully read, understand and irrevocably accept and agree to be bound by these terms andconditions. You must also monitor the website for any announcements from thecompany as they may add to, or change, these terms and conditions from time totime. Please see clause 4 for further information.
Other than to the extent set out in the accompanying documents, the tokens do not represent or confer any ownership right or stake, share, or equivalent rights,or any right to receive intellectual property rights in or relating to the platform, the company or any affiliate of the company. The tokens are not intended to be or to represent a stock, a loan contract, a commodity, acurrency, a share, an instrument creating or acknowledging indebtedness, an instrument giving entitlements to securities, a certificate representing certain securities, an option, a future or a contract for difference in the British Virgin Islands or in any permitted jurisdictions.
Clause 1. Definitions
Accompanying documents – documents or other materials issued by the company inconnection with the tokens from time to time.
Affiliates – with respect to any specified person, any director, officer, partner, member,agent, advisor or employee of such person and any other person that, directlyor indirectly, through one or more intermediaries, controls, is controlled by,or is under common control with, such specified person, and for purposes ofthis definition “control” (including, with correlative meanings, the terms,“controlled by” and “under common control with”), as used with respect to anyperson, means the possession, directly or indirectly, of the power to direct orcause the direction of this management or policies of such person, whetherthrough the ownership of voting securities, by contract or otherwise.
Applicable law – means the applicable laws, acts, statutes, ordinances, rules,regulations, judgments, injunctions, orders, treaties, sanctions,administrative acts and decrees of any relevant jurisdiction.
Blockchain – a type of distributed ledger, comprised of immutable, digitally recorded, datain packages called blocks.
Business day – a day (other than a Saturday or Sunday or public holiday) on whichcommercial banks are open for ordinary business in the British virgin islands.
Company – COG Holdings Global Ltd., a British virgin islands business company with limited liabilityand having its registered office situated at British virgin islands, which isthe entity offering the platform.
Gift – means the distribution, on a promotional basis and without consideration,of tokens to you by the company.
Governmental Authority – means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial oradministrative functions of or pertaining to government, including, withoutlimitation, any government authority, agency, department, board, commission orinstrumentality, and any court, tribunal or arbitrator(s) of competentjurisdiction, and any self-regulatory organization.
Parties – the company and you.Permittedjurisdiction – a jurisdiction that is not a prohibited jurisdiction.
Person – an individual or legal entity or person, including, without limitation, agovernmental authority or an agency or instrumentality thereof.
Platform – meansonly the wallet functionality on the website, and for the sake of clarity, doesnot include any other features, functionality or aspects on the website (suchother features, functionality or aspects being operated by capital sourcetechnologies private limited).
Prohibited jurisdiction – any jurisdiction identified in schedule 1.Prohibitedperson – any such person, as determined by the company in its soleand absolute discretion, that is:
A person unable to pass the company’s know-your-client requirements asmay be determined by the company from time to time in its sole and absolutediscretion;
A member of the public in the British virgin islands;
A U.S. Person as defined in rule 902 under the united states securities act of 1933 or within the meaning section 7701(a)(30) of the united states internal revenue code;
A citizen or resident of or located in, or a legal entity formed orincorporated within or subject to the laws of, a prohibited jurisdiction (irrespective of whether use of a virtual private network or other technicalworkaround to effect such transaction and avoid detection within a prohibited jurisdiction);
An individual or an individual employed by or associated with a legalentity or a legal entity identified on the united states department ofcommerce’s denied persons or entity list, the united states department oftreasury’s specially designated nationals or blocked persons lists, the unitedstates department of state’s debarred parties list, the consolidated sanctions list maintained by the united states department of treasury’s office of foreign assets control any united nations security council sanctions lists or any other sanctions list;
A person identified as a terrorist organization on any other relevantlists maintained by any governmental authority;
A person acting, directly or indirectly, in contravention of anyapplicable law;
A person in any manner limited or prohibited (or that requireslicensing, registration or approval of any kind) from the possessing,transferring, using or otherwise conducting a transaction involving any amountof tokens under applicable law;
A person that has been involved at any time in any type of activityassociated with money laundering or terrorist financing or any other applicableanti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, anygovernmental authority relating to money laundering, terrorist financing,corruption or bribery in any jurisdiction or under any applicable law; or
A person that is, unless otherwise disclosed in writing to the company prior to your taking part in the token sale or acquiring tokens from any thirdparty, a politically exposed person (“pep”) as defined by the financial actiontask force (or such similar person under any applicable law) as an individualwho is or has been entrusted with a prominent public function or an immediate family member or close associate of a pep or any corporation, business or otherentity that has been formed by, or for the benefit of, a pep or any immediate family member or close associate of a pep.
T&Cs – 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 website, as amended from time to time in accordance with the provisions herein.
Wallet – means the token wallet software provided on the website by the company, consisting of software that permits you to use (including send and receive) tokens in accordance with these T&Cs.
Token – means the blockchain-based unit known as ‘cog token’ built upon the Solana protocol.
Token sale–any offering of tokens by the company to persons that are not prohibited persons.
You, your or yourself – any person who from time to time (i) proposes to acquire tokens from the company or any third party; or (ii) holds tokens.
Website – https://cogtoken.network and themobile application known as “circle of games” (as updated or replaced from time to time).
Clause 2. Terms and conditions, status and acceptance
These T&Cs constitute a legally binding obligation on you effective uponthe earlier to occur of the date and time: (i) you click the check box on the website to indicate that you have read, understand and agree to these T&Cs; (ii) the company or any affiliate of the company receives payment for thetokens from you; or (iii) you receive any tokens from the company, any affiliate of the company or from any third party.
These T&Cs define the rights and obligations of the parties in relation to the tokens and your use of the tokens and wallet.
You must carefully read and agree to comply with these T&Cs before using the tokens and/or using the platform.
By using the platform, you are confirming to the company that you havefully read, understand and irrevocably accept these T&Cs. If you do notagree with these T&Cs 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 T&Cs, you are not permitted to use the platform or use tokens.
For the avoidance of doubt, any use by you of tokens is conditional upon the company’s satisfaction that you have passed all the company’s relevant anti-money laundering, know your client and other checks relating to your qualifications to use tokens.
You do hereby acknowledge and agree that (i) the platform may not be owned, operated or controlled by the company; (ii) its possible that the platform will not be used by a large number of businesses, individuals, and otherorganizations and (ii) there will be limited public interest in the platform and that such lack of interest could negatively impact the tokens and the platform.
Clause 3. Use limitations
Tokens areonly intended for those persons who are knowledgeable and experienced in blockchain and related technologies and protocols. By holding or using tokens, you acknowledge that transactions using crypto currencies (including cryptographic tokens) are inherently unstable and you agree to accept that risk, and agree that the company and each of its affiliates is not liable for any loss that you may suffer or incur, and further acknowledge, accept and assume all risks associated with the tokens and the platform including, without limitation, those identified in clause 6 of these T&Cs and in the accompanying documents.
Tokens are intended to be marketed, offered and sold only to persons that are not prohibited persons.
The marketing, offering and sale of tokens by the company is expressly being made in the permitted jurisdictions on the basis that the tokens do not require that a prospectus be prepared or that other disclosure requirements be met or whereother investor safeguards or regulatory documents or licensing is required inconnection with the marketing, offering and sale of the tokens by the company in the permitted jurisdictions. As at the date hereof the company is not licensed, registered or otherwise regulated in the British Virgin Islands or in the permitted jurisdictions in relation to the issuance, offering and sale of tokens by the company.
Other than to the extent set out in the accompanying documents, the tokens are not intended to be or to represent a stock, a loan contract, a commodity, a currency, ashare, an instrument creating or acknowledging indebtedness, an instrument giving entitlements to securities, a certificate representing certain securities, an option, a future or a contract for difference in the British Virgin Islands or in any permitted jurisdictions. Tokens are not intended to be securities in the British virgin islands and shall not in any case be considered as such in the British Virgin Islands and the offer of tokens has not been registered with any governmental authority in the British Virgin Islands or any permitted jurisdictions. You acknowledge and agree that tokens do not represent any stock, loan contract, commodity, currency, share, instrument creating or acknowledging indebtedness, instrument giving entitlements to securities, certificate representing certain securities, option, future or contract for difference or right to receive intellectual property rights of the company, or any voting or governance rights or any otherright to influence the development or operation of the company and do notrepresent any ownership right of or in the company. However, without limitationto the above, the company reserves all rights with respect to pursuing any formof decentralized governance should it so determine that doing so would be inthe best interests of the holders of tokens from time to time.
The company reserves the right to cancel any token gift at any time in the company’s soleand absolute discretion and without prior notice and without any liability orfurther obligation of any kind whatsoever to you or any other party, in the event the company finds such measures reasonable and/or necessary in aparticular situation, including, but not limited to, change of regulatory requirements, or upon suspicion or detection that you do not primarily resideor are not domiciled in a permitted jurisdiction or are engaged in fraud orother illegal activity.
Certain jurisdictions expressly prohibit or restrict the offer, sale and/or use of crypto currencies and/or cryptographic tokens, while other jurisdictions may require the company and/or the tokens to be licensed, registered, authorised or otherwise regulated. The tokens may be deemed to be securities for purposes of securities laws in various jurisdictions such that the offer or sale of tokensby the company in such jurisdictions may require registration or other steps tobe taken with the relevant regulatory authorities in those jurisdictions or for an exemption from such registration or other steps being requirement. No suchsteps have been taken by the company nor has any such relevant exemption been confirmed. Some other jurisdictions have or may have been excluded from the token sale for other reasons, as determined by the company in its sole and absolute discretion. Persons (natural or legal) who are a resident or tax resident, have a domicile in or otherwise have a relevant connection with any prohibited jurisdiction are excluded from participating in the token sale and possessing and using an token. Tokens may not be marketed, offered or sold directly or indirectly to any prohibited person and neither these T&Cs nor any accompanying documents may be supplied to any prohibited person, or used in connection with the offer or sale of tokens by the company to any prohibited person. The information contained in these T&Cs and/or, any accompanying documents will not constitute an invitation, advertisement or solicitation ofthe of use any tokens within a prohibited jurisdiction or to any prohibited person. For the avoidance of doubt, the list of prohibited jurisdictions may bechanged from time to time, irrespective of the awareness of the company andrelevant amendments may be made to these T&Cs. You are only permitted touse the website and platform and use tokens if you are not a prohibited person.To the extent a prohibited person attempts to enter into these T&Cs, use tokens or the platform, such purported activity is void and of no force or effect.
Each prospective user of tokens (whether from the company or any third party) must comply with applicable law in connection with its holding, use and/or transfer of the tokens, including the securities laws of such prospective user’s jurisdiction of residence or citizenship. Tokens may not be re-offered, resold or transferred, except in a transaction that is compliant with applicable law. Any action that is in violation of these restriction shall be void ab initio and the company reserves the right to void any tokens transferred or proposed to be transferred in violation of these provisions. The company specifically disclaims any losses in value or potential value experienced by any participant resulting from any such restrictions or actions identified hereunder.
Clause 4. General; wallet
These T&Cs are effective and binding on you, and the covenants,representations and warranties set out herein are repeated, each time you usethe tokens for any purpose or use or access the platform or use or access anysoftware on or through the platform.
You shall not acquire or seek to acquire any tokens or access or use, orseek to access or use, the platform if you are a prohibited person.
The company may change, modify, amend, alter or supplement these T&Cs (each an “amendment”) at any time in order to reflect (i) changes to applicable law that may be, or which may otherwise become, applicable to the tokens, (ii)any developments that may otherwise reasonably be capable of materiallyadversely impacting the tokens or their offering by the company; or (iii) asthe company may in good faith deem advisable to protect the reputation of thecompany or the effective operation of the platform.
Your continued use of the tokens and/or the platform after any suchamendment shall constitute your consent to such amendment and acceptance of theamended T&Cs (including the accompanying documents). If the company changes, amends, modifies, alters or supplements these T&Cs (including anyof the accompanying documents), the company shall publish on its website suchamended version of these T&Cs and/or the accompanying documents reflectingsuch amendment. The revised T&Cs will be effective from the date of postingon the website or such other date as indicated in the amended T&Cs. Youwaive any right you may have to receive specific notice of such amendment. Ifyou do not agree to the T&Cs in effect when you access or use the platform,you must stop using the platform.
These T&Cs and the platform, and all content herein, therein orthereon, do not (i) constitute an offer or solicitation to sell shares,securities or any other regulated financial product in any jurisdiction inwhich such an offer or solicitation is prohibited; and (ii) constitute a saleof newly created virtual assets to the public under applicable laws. None ofthe information or analyses presented herein, therein or thereon are intendedto form the basis for any investment decision.
Subject to applicable laws, the company reserves the right, in theirrespective sole and absolute discretion, to refuse to deliver the tokens youhave been gifted, and/or modify or to temporarily or permanently suspend oreliminate the platform (or any part thereof) and/or disable any access to theplatform (including via use of the tokens), including disabling or terminatingaccess to your account or that of any person attempting access to the platformfrom your internet platform address (for example, where there is a change inapplicable laws or where the company suspects that you are engaging in illegalactivities in connection with your use of the platform). In order to seekcompliance with (or to seek to mitigate the impact of) any applicable law orany other laws, statutes, ordinances, rules, regulations, judgments,injunctions, orders, treaties, administrative acts or decrees of any nation orgovernmental authority, any state or other political subdivision thereof, anyentity exercising legislative, judicial or administrative functions of orpertaining to government, including, without limitation, any governmentalauthority, agency, department, board, commission or instrumentality, and anycourt, tribunal or arbitrator(s) of competent jurisdiction, and anyself-regulatory organization believed by the company to apply to or affect thecompany, the token sale, the platform or the tokens, the company may in its soleand absolute discretion take such steps as they consider necessary orconvenient to comply with such matters (which may include, without limitation,the termination of any or all tokens). This could include also, for example,requiring holders of tokens from time to time to come forward to the companyand confirm their eligibility to hold such tokens or the cancellation of tokensand their replacement with equivalent (or different) rights and privileges comprised in another token or in registered form. In addition, the company may take such steps as it considers necessary or convenient where it believes orsuspects the tokens may be used, trafficked or applied in the attemptedfurtherance of money laundering, terrorist financing, tax evasion or other unlawfulactivity or where the company believes the platform is no longer viable.
In circumstances where (i) the company or any affiliate of the companyis seeking compliance with (or seeking to mitigate the impact of) any law,regulation, regulatory guidance or policy, governmental statement, decree,order or judicial decision of any jurisdiction, court or authority believed bythe company to apply to or affect the company or any affiliate of the company,the business of the company or any affiliate of the company or the tokens, or(ii) the company believes the platform is no longer viable, then the companymay in its sole and absolute discretion (iii) cancel all or any tokens andterminate all obligations of the company in respect of the tokens, and/or (iv)amend or vary any obligation of the company in respect of one or more tokens.
Based on criteria that the company may deem fit in its sole discretion,and as published on the platform from time to time, the company may gift tokensto you. You will receive those tokens in your wallet, and the use of the sameis subject to these T&Cs.The wallet is provided to you exclusively by the company.
The wallet isonly capable of supporting the tokens. Under no circumstances should youattempt to store any tokens in your wallet that the wallet does not support.All tokens held in your wallet will be custodial assets held in trust by thecompany for your benefit on a custodial basis. Among other things, this meansthat:
Title to the tokens in your wallet in your wallet shall at all timesremain with you and shall not transfer to us. As the owner of tokens in yourwallet, you shall bear all risk of loss of such tokens. We shall not have anyliability for fluctuations in the fiat currency value of tokens held in yourwallet.
None of the tokens in your wallet are the property of, or shall or maybe loaned to, us. We do not represent or treat assets in a user’s wallet asbelonging to us. Except as required by a valid governmental authority order, orexcept as provided herein, we will not sell, transfer, loan, hypothecate,pledge or otherwise alienate tokens in your wallet unless instructed by you orcompelled by a court of competent jurisdiction or governmental authority to do so.
You control the tokens held in your wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your tokensby sending it to a different blockchain address controlled by you or a thirdparty, provided that if you are an Indian resident user (as defined by the (Indian)foreign exchange management act, 1999) you shall not transfer the tokens to anyuser other than an Indian resident user, as defined by the said act, and shallnot make any cross-border or international payments or transfers using tokens.
You may not cancel, reverse or change any transaction in the wallet. We may, if technically feasible, suspend, delay, redirect, reverse or cancel anytransaction at any time and for any reason. For example, and without limitation, we may do so if we suspect any risk of fraud, crime, breach of thisagreement, or illicit activity. You will bear the costs of any network fees charged in respect of such suspension, delay, redirection, reversal or cancellation.
We may implement transaction limits in the wallet. These may vary based on a variety of factors, including, without limitation, the time of your transaction, your location, and the tokens used. We implement, raise and lower transaction limits in the wallet in our sole discretion.
In order to be completed, any token transaction created with the walletmust be confirmed and recorded in the tokens blockchain network. Such networkis a decentralised, peer-to-peer networks supported by independent thirdparties, which are not owned, controlled or operated by us.
We have no control over the tokens network and therefore cannot and doesnot ensure that any transaction details you submit via our services will be confirmedon the relevant tokens network. The transaction details you submit via ourservices may not be completed, or may be substantially delayed, by the tokensnetwork used to process the transaction. We do not guarantee that the walletcan transfer title or right in any tokens or make any warranties whatsoeverwith regard to title.
Once transaction details have been submitted to a tokens network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. We have no control over any tokens network and do not have the abilityto facilitate any cancellation or modification requests.
In the event of a blockchain network fork or other network disruption,we may not be able to support activity related to your tokens. In the event ofa fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. We are not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a forkor other network disruption.
For any wallet transactions, we charge fees as published on the platformfrom time to time, and shall display to you any applicable fees prior to youincurring the fee. Network fees (including, without limitation “miner’s fees”)required to use a blockchain network may apply to a transaction.
You must provide certain devices, software, and data connections to useour platform, which we otherwise do not supply. For as long as you use ourplatform, you consent to downloading and installing updates to our platform,including automatically. You provide us storage permission (read and write) bywhich we may be able to upload your data to our server. You confirm you areauthorized to provide us such permissions to allow us to offer our platform.
Clause 5. Representations and warranties; covenants
5.1 you represent and warrant that:
You are not a prohibited person;
You have legal capacity in the jurisdiction where you are a resident and are able to agree and enter into these T&Cs voluntarily and meet all othe religibility and residency requirements, including:
You have full power, authority and capacity to comply with these T&Cs; and
You enter into these T&Cs based on your own independent judgement and on advice from independent advisers (as applicable).
You are fully able and legally competent to access and use the platform as well as to enter into and comply with these T&Cs (including clause 5.2 below);
You will not violate any applicable law or any other agreement to which you are a party by entering into these T&Cs or to comply with these T&Cs, including all conditions, obligations, affirmations, representations and warranties set forth herein;
You will not acquire and will not transfer any tokens within or engage (except as specifically authorized by the company) in any activity relating to the sale, distribution or any other use of tokens in any prohibited jurisdiction or with any prohibited person;
You will not transfer directly or indirectly any of your tokens to any person unless the proposed transferee has made the same representations and warranties as set out herein;
You have all necessary and relevant experience and knowledge to interactor transact with crypto currencies, cryptographic tokens, the platform 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 and tokens to enter these T&Cs, and in particular you have carefully and thoroughly read these T&Cs and the accompanying documents;
You are aware of all the merits, risks (including, without limitation,those set forth in clause 6 below and in the accompanying documents) and any restrictions associated with crypto currencies, cryptographic tokens, blockchain-based systems, and accept responsibility for evaluating or using the foregoing;
If you are using tokens on behalf of a corporation, governmental authority or other legal entity, you have the right, power and authority to enter into these T&Cs on behalf of such corporation, governmental authority or other legal entity and bind them to these T&Cs;
You are not: (a) identified on, or acting on behalf of any person identified on, any list of persons subject to trade or economic sanctions, including but not limited to the list of specially designated nationals and blocked persons, or the consolidated sanctions list, maintained by the U.S. Treasury department’s office of foreign assets control, (b) established in,resident in, or otherwise operating from countries or territories subject tou.s. Economic sanctions, including any prohibited jurisdiction, and (c)otherwise subject to trade or economic sanctions;
You will not access or use the platform if any applicable laws prohibit you from doing so in accordance with these T&Cs;
You are not using and will not use the platform or tokens for anyillegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;
You have not entered or agreed to enter into these T&Cs in reliance of any warranty or representation except those specifically set forth in these T&Cs and you acknowledge and agree that the company does not make and expressly disclaims all representations and warranties, express, implied or statutory;
The tokens you use will not be used to facilitate any criminal, unlawfulor 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;
You do not seek to use tokens for any unlawful purpose, and inparticular that:
You use the tokens only for the purposes expressly set out and permittedby these T&Cs,
You use the tokens without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind;
Your participation in connection with any initiatives with the token sale, such as bonuses (if these are implemented at the company’s sole and absolute discretion), is lawful; and
All information given by you is true, complete, valid and not misleadingin any respect.
You will implement reasonable and appropriate measures designed to secure access to: (a) any device associated with you and/or utilized inconnection with your use of tokens, (b) private keys (if applicable) to yourwallet or account and (c) email address, account and your username, password and any other login or identifying credentials;
You are entering into these T&Cs for your own account and not as a trustee, nominee, representative or agent, and not with a view to, or for sale in connection with, the distribution thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same; and
You will promptly notify the company if you discover or otherwise suspect any security breaches or defects related to your account, the platform or the tokens.
5.2 youundertake and agree not to:
Violate or assist any party in violating any applicable law or any otherlaw, statute, ordinance, regulation or any rule of any governmental authority;
Provide false, inaccurate, incomplete or misleading information to thecompany;
Take or attempt to take any action or claim ownership of any propertythat infringes or would infringe upon: (a) the company’s intellectual propertyrights; or (b) any third party’s intellectual property rights;
Distribute unsolicited or unauthorized advertising, promotional ormarketing material or any junk mail, spam, or chain letters;
Reverse engineer or disassemble any aspect of the tokens or the platformfor any purpose, including but not limited to, in an effort to access anysource code, object code, underlying ideas and concepts, and algorithms;
Take any action that imposes an unreasonable or disproportionately largeburden or load on the company’s infrastructure (including, but not limited to,servers, networks, data centres and related or like equipment), ordetrimentally interfere with, intercept, or expropriate any system, data, orinformation of the company;
Transmit or upload any material to the platform that contains viruses,trojan horses, worms, or any other harmful or deleterious programs;
Attempt to gain unauthorized access to the platform, other systems ofthe company, computer systems or networks connected to the platform, includingthrough password mining or any other means; or
Transfer any rights granted to you under these T&Cs.
5.3 you further represent and warrant that with respect to your use of tokens, you are duly authorized to possess and transact using such tokens.
5.4 you acknowledge and agree that the company enters into these T&Cs with you in reliance on the representations and warranties set out in this clause 5.
Clause 6. Risks of tokens and limitations of liabilities
You understand and acknowledge that tokens, blockchain-based technologies and other associated and related technologies are not exclusively (or, as appropriate, at all) controlled by the company and adverse changes inmarket forces or the technology, broadly construed, may prevent or compromise the company’s performance under these T&Cs. As such, the use of tokens carries with it a number of risks. Prior to using tokens, you should carefully consider the risks listed herein and in the accompanying documents and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with using and holding of tokens is unacceptable to you, you should not use tokens. You acknowledge, agree and assume all risks associated with these T&Cs and the tokens including,without limitation, those risks disclosed in the accompanying documents.
You do hereby confirm that you have read and fully understood schedule 2 (risk disclosures: certain risk factors) to these T&Cs and accept the risks identified therein.
There may be additional risks that cannot be anticipated or foreseen due to the incipience of cryptographic token technology, blockchain-based technology and related technologies.
Clause 7. Disclaimer of warranties
The platform and any tokens are provided to the fullest extent legallypermissible to you “as is” and on an “as available” basis with no warranty ofany kind either, statutory, expressed or implied, including, but not limitedto, the implied warranties of title, non-infringement, merchantability, andfitness for a particular purpose. You assume all responsibility and risk withrespect to your use of the platform and use of tokens.
Neither the company nor its stakeholders make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the platform, including that the platform or any services obtained through the platform will be reliable, error-free, or uninterrupted,that defects will be corrected, that the platform or the company’s servers arefree of viruses or other harmful components. Your access to or use of the platform, including crypto currency services, assets, and any information, images or audio contained or related to the platform is at your own risk.
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.
You understand and expressly agree that neither the company nor its stakeholders or advisers represents, warrant or guarantees in any way that tokens might be sold or transferred, or be saleable or transferable, or thereis an ability or will be a protocol to exchange tokens for fiat currencies, crypto currencies or cryptographic tokens, during or after the token sale. The company further does not make any representations or warranties with respect to the regulatory oversight or the use or securityof any such exchange.
The company does not guarantee that the platform cannot be duplicated(either in part or in full) by a third party without the prior written consentof the owner of the platform. The company hereby expressly warns you that youshould not use any token or tokens similar to tokens from any sources (otherthan via the company).
If applicable law does not permit all or any part of theabove exclusion of warranties or disclaimer of implied terms in contracts to apply to you, the limitations, exclusions and disclaimers willapply to you only to the extent permitted by applicable law.
If any guarantee, warranty, term or condition is implied or imposed inrelation to these T&Cs 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.
Clause 8. Limitation of liability
By using tokens in any whatsoever, you acknowledge and agree that noneof the company nor any of its stakeholders nor any of their past, present orfuture affiliates, directors, officers, employees, agents, advisers, successorsor permitted assignees (collectively, each a “relevant party”) are required to(i) ensure any liquidity for the exchange of tokens; or (ii) ensure you receivemoney or any other compensation for any token that is not used or remainsunused for any reason.
You hereby expressly agree that, to the maximum extent permitted by theapplicable law, none of the relevant parties shall be liable to you, regardlessof the basis or theory upon which the liability is claimed, for any damage orloss, including loss of business, revenue, anticipated savings, profits, orloss of or damage to data, equipment, software, or goodwill, as well aspersonal 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:
The use of, inability to use, or availability or unavailability of theplatform material, information, software, facilities, or content;
Your use of tokens;
Any change in the value of tokens or any cryptocurrency or cryptographicutility;
The ability or inability to sell or transfer tokens, or the existence or nonexistence of any platform to exchange tokens for fiat currencies,cryptocurrencies or cryptographic tokens, during or after the token sale;
Any illegal or unauthorized (a) use of the platform, or (b) use oftokens;
Your ability or inability to use the platform, including, but notlimited to, the occurrence or existence of any defect, interruption, deletionof files or emails, delays in the operation or transmission of information toor 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;
The use of any third-party websites (including any website you use touse or transfer tokens) or other internet-resources that copy the platform orpropose to offer token-related services;
The release of any information you provided to the company or any otherrelevant party;
The sale or exchange or attempted sale or exchange of tokens for anyfiat currency, crypto currency or cryptographic token;
The platform failing to be suitable for the special or particularpurpose you intend, or the failure of any images or audio contained or relatedto the website or platform;
The platform being infected with any malicious code or viruses;
Any action stemming from, occurring due to, or otherwise related to abreach of clause 5 above;
The actions or omissions of any third party that you use to use tokens,or your inability or ability to use such third party’s services; and
The manifestation or materialization of any risk discussed in clause 6 herein or the accompanying documents.
For the avoidance of doubt, this limitation of liability provision shall apply, with full force and effect, in perpetuity for the benefit of the company and each other relevant party, and any other entity that is or becomes the owner of the company or the platform, whether such ownership occurs through a sale, merger, other transaction or by the operation of applicable law.
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.
Clause 9. Indemnity
You do hereby to the fullest extent permitted by applicable law indemnify, defend and hold the company and each other relevant party harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by you, or breach or failure by you to comply with any covenant or agreement made by you in these T&Cs or in any other document furnished by you to any of the fore going in connection with this transaction, or (ii) any action instituted by or on behalf of you against the company or any other relevant party that is finally resolved by judgment against you or in favour of the company or any other relevant party. The remedies provided in this clause 9 shall be cumulative and shall not preclude the assertion by the company or any other relevant party of any other rights or the seeking of any other remedies against you. This indemnification shall survive any disposition of your tokens.
Clause 10. Intellectual property rights
Subject to clause 10.2, you acknowledge as between you and the company 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, tokens and the website. As between you and the company, the company is the sole and absolute owner of all intellectual property rights currently in (and modifications to) the platform, tokens and the website.
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 within the tokens or provided in connection with the platform or the tokens, including, without limitation, the intellectual property rights for the platform and the tokens and all text,graphics, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selections, methods, algorithms, coordination, and expressions (collectively the “cog token materials”) are the exclusive property of the company.
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 cog token materials (the“prohibited actions”). Except as expressly set forth herein, these T&Cs donot contain any implied license and the company expressly reserves all rights not granted to you herein, including all rights, title and interest in the platform, the tokens and any related content.
You will be in breach of these T&Cs if you perform or have performed on your behalf any prohibited action, or if you print, copy, modify, downloador otherwise use or provide any other person with access to any cog token 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 and absolute discretion and disable your access to the platform, in each case without notice to you. Upon the company’s request, you shall immediately return or destroy any copies of the cog token materials in your possession.
Clause 11. Third-party content
The platform 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 websiteor 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, recommendationor 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.
Clause 12. Applicable law
Please read this clause carefully because it limits the manner in whichyou can seek relief.
To resolve any dispute, controversy or claim between the parties arising out of or relating to these T&Cs, 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 through the various channels made available on the website. Notice to you shall be by email or such other means as the company may determine from time to time in its sole and absolute discretion. Your notice must include (a) your name, postal address, email address andtelephone number, (b) a description in reasonable detail of the nature or basisof the dispute, and (c) the specific relief that you are seeking.
All rights and obligations hereunder shall be governed by the laws ofthe British Virgin Islands, without regard to the conflicts of law provisions of such jurisdiction. The parties submit to the non-exclusive jurisdiction ofthe courts of the British Virgin Islands and any courts competent to hear appeals from those courts.
Except for 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 waive your and company’s respective rights to a jury trial.
Clause 13. Miscellaneous
Third party rights. You hereby acknowledge and agree that each relevant party is an intended third-party beneficiary under these T&Cs (and thecompany shall hold the benefit of such provisions on trust for each suchrelevant party). However, the parties to these T&Cs may rescind or varythese T&Cs (including, without limitation, any variation so as toextinguish or alter a third party’s entitlement to enforce any provisions ofthese T&Cs) without the consent of any such third party.
Security. You must at all times remain the only person who has controlover your private key, digital wallet and any other device associated with theuse of tokens and any username, passwords or other login or identifyingcredentials used by you with respect to the platform and the tokens. You mustimplement reasonable and appropriate measures designed to secure access to anyprivate key, digital wallet or any other device associated with the use oftokens or the use of the platform. If you transfer any such private key,digital wallet or any other device associated with the use of the platform ortokens to any third party, you do so at your own risk and the company shall notbe held responsible for any loss you may suffer as a result of third partiesaccessing your private key, digital wallet or any other device associated withthe use of the platform or tokens. In the event that you are no longer inpossession and control of any private key, digital wallet or any other deviceassociated with the use of tokens, the use of the platform and/or if you areunable to provide login or identifying credentials to the company and/or if theprivate key file or password respectively become lost or stolen, you may loseall of your tokens, access to the use of the platform and/or the access to yourdigital wallet. For the avoidance of doubt, the company is under no obligationto recover or replace any such lost or stolen tokens or the access to the useof the platform and you shall not receive any amount of currency or othercompensation for any tokens lost for whatever reason. Failure to use theplatform correctly and/or to follow the company’s procedures as may be madeavailable from time to time may result in you not receiving any tokens, losingaccess to the use of the platform or losing some or all of the amounts paid inexchange for tokens.
Suspension. Notwithstanding anything contained herein, the companyreserves the right, without notice and in its sole and absolute discretion, tosuspend your right to access the platform, and all related information andfiles without liability to you, at its sole and absolute discretion, includingbut not limited to, in case of your breach of these T&Cs or if the companybelieves you have committed fraud or other misconduct or are a prohibitedperson. Upon any such suspension all rights and licenses granted to you underthese T&Cs will immediately terminate. In the event of any force majeureevent, breach of these T&Cs, or any other event that would make theoperation or provision of the platform or related services commerciallyunreasonable for the company, the company may, in its discretion and withoutliability to you, with or without prior notice, suspend your access to all or aportion of the platform. To the extent permitted under applicable law(including in the event of applicable legislation change or amendment), in theevent the company revokes your right to use or access the platform the companyshall not be required to provide you with any compensation whatsoever.
Entire agreement. Unless otherwise provided, these T&Cs are intendedto fully reflect the terms of the agreement between the parties, and shallsupersede any previously or contemporaneously agreed upon terms orunderstanding. No provision of these T&Cs shall be considered waived unlesssuch waiver is in writing and signed by the party that benefits from theenforcement of such provision. No waiver of any provision in these T&Cs,however, will be deemed a waiver of a subsequent breach of such provision or awaiver of a similar provision. In addition, a waiver of any breach or a failureto enforce any term or condition of these T&Cs will not in any way affect,limit, or waive a party’s rights hereunder at any time to enforce strictcompliance thereafter with every term and condition hereof.
Assignment. The company may, at its sole and absolute discretion,assign any of its rights and/or delegate its duties under these T&Cs(including, but not limited to any and all intellectual property rights in orto all technology, software, and code relating to the platform). You may notassign your rights or delegate your duties as a user of the platform or tokens,and any assignment or delegation without the written consent of the company,which the company may withhold at its sole and absolute discretion, shall benull and void.
Severability. In the event any one or more of the provisions ofthese T&Cs are for any reason held to be invalid, illegal or unenforceablein any jurisdiction, in whole or in part or in any respect, or in the eventthat any one or more of the provisions of these T&Cs operate or wouldprospectively operate to invalidate these T&Cs in any jurisdiction, thenand in any such event, such provision(s) shall be deemed modified to theminimum extent necessary so that such provision, as so modified, shall nolonger be held to be invalid, illegal or unenforceable. Any such modification,invalidity or unenforceability shall be strictly limited both to such provisionand to such jurisdiction, and in each case to no other. Furthermore, in theevent of any such modification, invalidity or unenforceability, these T&Csshall be interpreted so as to achieve the intent expressed herein to thegreatest extent possible in the jurisdiction in question and otherwise as setforth herein.
Electronic notices and use of information. You (i) agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (hereinafter – the “communications”) that the company provides in connection with your use of the platform; and (ii) have read and fully understood the company’s privacy notice annexed at schedule 3 to these T&Cs. The company and each of its affiliates and their respective service providers may further disclose your information to any of their respective service providers, agents, relevant custodians or similar third parties for any reason and such persons may keep your information for any period of time permitted by applicable law. You do hereby consent to such persons disclosing any of your information which they hold to any governmental authority or prosecuting authority for any reason and without notice to you. You hereby acknowledge and agree to hold the company and each such affiliate harmless in respect of any disclosure of information by such persons in accordance with these T&Cs. For the avoidance of any doubt, the company and each such affiliate shall not be liable to you or any other person for anyloss, damage or expense incurred directly or indirectly as a result of such disclosure.
Information requests. The company may determine, from time to timeand in its sole and absolute discretion, that it is necessary to obtain certaininformation about you and your affiliates in order to comply with applicablelaws in connection with your entry into these T&Cs and your subsequentholding of tokens. You agree to provide the company with such informationpromptly upon request, and you acknowledge and accept that the company mayrefuse to permit you to use the tokens on the platform until you provide suchrequested information and the company has determined that it is permissible forthe company to allow you to do so under applicable law. The company furtherreserves the right to request identification documentation from you and youraffiliates at any time. In the event that you or any such affiliate does notprovide such requested information to the satisfaction of the company (in itssole and absolute discretion) the company shall not be bound by the provisionsof these T&Cs and shall be entitled to specifically refuse any presentationof tokens by you to the company or any other relevant party. In the event thatyou, directly or indirectly, sell, assign, transfers, convey or otherwisedispose of any tokens you do hereby covenant with the company to procure that anysuch acquirer of tokens shall be under equivalent obligations to provide suchinformation to the company at the request of the company from time to time.
Tax issues. The company makes no representations concerning the taximplications of the possession or use of tokens. You bear the sole and absoluteresponsibility to determine if the use of tokens or the potential appreciationor depreciation in the value of tokens over time has tax implications for youin your home jurisdiction or any other jurisdiction. By using tokens, and tothe extent permitted by applicable law, you agree to be solely responsible forany applicable taxes imposed on, and agree not to hold the company or any ofits affiliates liable for any tax liability associated with or arising fromyour use, possession, or transfer of tokens. All fees and charges payable byyou to the company are exclusive of any taxes, and shall certain taxes beapplicable, they shall be added on top of the payable amounts. Upon thecompany’s request, you will provide it any information it reasonably requeststo determine whether it is obligated to collect any withholding taxes or valueadded or similar taxes from you, including any applicable tax identificationnumbers. If any deduction or withholding is required by applicable law, youwill notify the company and will pay the company any additional amountsnecessary to ensure that the net amount that the company receives, after anydeduction and withholding, equals the amount the company would have received ifno deduction or withholding had been required. Additionally, you will providethe company with documentation showing that the withheld and deducted amountshave been paid to the relevant taxing authority. To the extent the company isresponsible for remitting any withholding taxes or value added or similartaxes, your allocation of tokens shall be reduced to the extent such taxes arerequired to be remitted by the company. The company wishes to make you awarethat future use of the tokens by you when transacting with the company mayresult in withholding taxes, value added tax and/or similar taxes beingimposed. You will be responsible for such taxes, however, where the company isresponsible for remitting taxes, the amount of taxes shall be deducted from thefees otherwise due and payable by you in connection with your transactions withthe company.
Force majeure events. The company shall not be liable for (1) anyinaccuracy, error, delay in, or omission of (a) any information, or (b) thetransmission or delivery of information; (2) any loss or damage arising fromany event beyond the company’s reasonable control, including but not limited toflood, extraordinary weather conditions, earthquake, or other act of god, fire,war, insurrection, pandemic, riot, labour dispute, accident, action ofgovernmental authorities, communications, power failure, or equipment orsoftware malfunction or any other cause beyond the company’s reasonable control(each, a “force majeure event”).
Compliance policies. The company and its affiliates strictly follow[applicable anti-money laundering (AML), “know your customer” (KYC) and otherapplicable laws in the British virgin islands. You fully agree to assist thecompany in fulfilling the obligations of any applicable law and to provide anynecessary information that is required from you to the company or any relevantgovernmental authority.
Further assistance. You shall cooperate with and assist the companyand its affiliates in connection with any investigation, examination or enquiryby any governmental authority. You shall promptly provide the company and itsaffiliates with any documents, certification, record or other materials theymay request in connection with such investigation, examination or enquiry.
Headings. Headings are for convenience only and shall not be usedto limit or construe any provisions of these T&Cs.
Contact us: please contact the company if you have any questions aboutthese T&Cs, the platform, or the tokens, by writing email@example.com.
Intellectual property notification: this document belongs to thecompany and is protected by copyright laws. Its copying and/or use by any thirdparty in full or in part without prior written consent of the company isstrictly prohibited.
If you haveany question or notice any bugs, errors or violations you may send any questionsregarding the use of the platform or regarding these T&Cs via the website.
List of prohibited jurisdictions
Democratic People’s Republic of North Korea
Islamic Republic of Iran
People’s Republic of China
The United States of America
Any jurisdiction in which the entry into these T&Cs or the ownership of the tokens is prohibited by applicable law.
Any jurisdiction which is subject to United States, United Nations or other applicable sanctions or embargoes.
The company reserves the right to add any additional jurisdictions at any time and without prior notice.
Risk disclosures: certain risk factors
The precise terms of the privileges and other benefits of the tokens will be determined bythe company in its sole and absolute discretion from time to time. Suchprivileges and benefits may be amended thereafter by the company at anytime and without notice to, or consent from, any holder of tokens, or thecompany, in the sole and absolute discretion of the company. Any suchdetermination or amendment shall not be a breach of the terms of the tokens.
While thetokens are available only to users that are not prohibited persons there is thepossibility that tokens could be acquired over time or following changes in theregulatory landscape by persons in other jurisdictions currently restrictedfrom acquiring tokens and, accordingly, the risk factors set out below mayinclude certain risk factors specific to certain jurisdictions even though thecompany will not at present make the tokens available at this time to personsfrom such jurisdictions.
The platform, while not owned, operated, developed or otherwise controlled by thecompany, is in beta stage, which means that the platform and all relatedsoftware are experimental. The platform is provided on an “as is” and “asavailable” basis, without warranty of any kind, either expressed or implied,including, without limitation, warranties that the platform is free of defects,vulnerabilities, merchantable, fit for a particular purpose or non-infringing.Any use of the platform shall be at your own risk. In no event shall thecompany or the owner of the platform be held liable in connection with or forany claims, losses, damages or other liabilities, whether in contract, tort orotherwise, arising out of or in connection with the platform or its operationor use or be under any obligation to support, develop or otherwise maintain orpromote the use of the platform or the integration of the tokens into theplatform.
No promises of future performance or value are or will be made with respect to the tokens,including no promise of inherent value, no promise of continuing payments, andno guarantee that the tokens will hold any particular value.
Byparticipating in any acquisition of tokens, you expressly acknowledge andassume all risks related thereto including (without limitation) the risks setout below.
Risk of losing access to tokens due to wallet incompatibility: your cryptocurrencywallet must possess technical infrastructure that is compatible with thereceipt, storage and transfer of the tokens. Non-compatible wallet addresseswill not be accepted. In addition, your wallet address must not be associatedwith a third party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address. Thecompany reserves the right to prescribe additional conditions relating tospecific wallet requirements at any time, acting in its sole discretion.
Risks associated with the blockchain protocols: any malfunction,breakdown, abandonment, unintended function, unexpected functioning of orattack on the protocol upon which the tokens are issued may have an adverseeffect on the tokens, including causing them to malfunction or function in anunexpected or unintended manner.
Risks associated with your credentials: any third party that gainsaccess to or learns of your wallet login credentials or private keys may beable to dispose of your tokens. To minimize this risk, you should guard againstunauthorized access to your electronic devices. Best practices dictate that yousafely store private keys in one or more backup locations geographicallyseparated from the working location. In addition, you are responsible forgiving us the correct wallet address to which to send your tokens. If you giveus the incorrect address to which to send your tokens, we are not responsiblefor any loss of tokens that may occur.
Risk of unfavourable regulatory action in one or more jurisdictions:
Blockchain technologies and cryptographic tokens have been the subjectof scrutiny by various regulatory bodies around the world. Blockchaintechnology allows new forms of interaction and it is possible that certainjurisdictions will apply existing regulations on, or introduce new regulationsaddressing, blockchain technology based applications, which regulations may becontrary to the current setup of the platform or its smart contract system and,therefore, may result in substantial modifications to the platform and suchsmart contract systems, including its termination and the loss of tokens.
The regulatory status of cryptographic tokens and distributed ledgertechnology is unclear or unsettled in many jurisdictions. It is difficult topredict how or whether regulatory authorities may apply existing regulationwith respect to such technology and its applications, including specifically(but without limitation to) the platform and tokens. It is likewise difficultto predict how or whether any legislative or regulatory authorities mayimplement changes to law and regulation affecting distributed ledger technologyand its applications, including specifically (but without limitation to) theplatform and tokens. Regulatory actions could negatively impact the platformand tokens in various ways, including, for purposes of illustration only,through a determination that tokens are a regulated financial instrument thatrequires registration, licensing or restriction. The company may ceaseoperations in a jurisdiction if regulatory actions, or changes to law orregulation, make it illegal to operate in such jurisdiction, or commerciallyundesirable to obtain the necessary regulatory approval(s) to operate in suchjurisdiction. The functioning of the platform and the tokens could be impactedby any regulatory inquiries or actions, including restrictions on the use orpossession of digital tokens like the tokens, which restrictions could impede,limit or end the development of the platform and increase legal costs.
The cryptocurrency exchange market, the token listing and tradingmarket, initial coin offerings, and by extension the platform, is subject to avariety of federal, state and international laws and regulations, includingthose with respect to “know you customer” and “anti-money laundering” andcustomer due diligence procedures, privacy and data protection, consumerprotection, data security, and others. These laws and regulations, and theinterpretation or application of these laws and regulations, could change. Inaddition, new laws or regulations affecting the platform could be enacted,which could impact the utility of the tokens in the platform. Additionally,users of the platform are subject to or may be adversely affected by industryspecific laws and regulations or licensing requirements. If any of theseparties fails to comply with any of these licensing requirements or otherapplicable laws or regulations, or if such laws and regulations or licensingrequirements become more stringent or are otherwise expanded, it couldadversely impact the platform and the tokens, including the utility of tokenswith respect to the platform.
The company may need to obtain approvals from one or more governmental authorities and there is a risk that securing such approvals may delay orprevent the token integration event, the development of the platform and/or thecompany’s ability to issue the tokens.
Risk of alternative, unofficial platforms: following the issue of thetokens and the continued development of the platform, it is possible that alternative applications or platforms could be established, which use the sameor similar open source code and protocol underlying the platform. The tokens may have no intrinsic value with respect to such alternative applications. The platform may compete with these alternative, unofficial token-based applications, which could potentially negatively impact the platform and the tokens.
Long-term viability of crypto assets: crypto assets, including those like the tokens, are a new and relatively untested product. There isconsiderable uncertainty about their long-term viability, which could beaffected by a variety of factors, including many market-based factors such aseconomic growth, inflation, and others. In addition, the success of crypto assets (including the tokens) will depend on the long-term utility and economicviability of blockchain and other new technologies related to crypto assets.Due in part to these uncertainties, the price of crypto assets are volatile and the tokens may be hard to transfer. The company does not control any of these factors, and therefore may not be able to control the ability of the tokens to maintain their value over time.
Further innovations in the crypto asset industry may cause the tokens tolose value: the development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, crypto assets issubject to a variety of factors that are difficult to evaluate and predict. The use of crypto assets to, among other things, transact peer-to-peer is part of anew and rapidly evolving commercial practice that employs digital assets basedon a computer-generated mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of crypto assets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the crypto asset industry include, among other things, the continued worldwide adoption of crypt assets; governmental and quasi-governmental regulation of crypt assets and/or crypto asset exchanges; changing consumer demographics, tastes and preferences; sustained development and maintenance of open-source software protocols; the popularity and availability of alternative and/or new payment services; and general economicconditions. If these factors negatively affect or impede the development of thecrypto asset industry, the value of your tokens may also be negativelyaffected.
Risks from taxation: the tax characterization of the tokens is uncertain. You must seek your own tax advice in connection with acquiring andholding tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements. An investmentin the tokens may result in adverse tax consequences, including withholdingtaxes, income taxes, and tax reporting requirements. Additionally, subsequenttransactions in crypt assets such as the tokens may cause investors to incurtax liabilities. Further, any reward received in the form of, or through theuse of, tokens may result in additional tax liability. Each investor shouldconsult with and must rely upon the advice of its own professional tax advisors.
Risk of theft and hacking:
Smart contracts, software applications and the platform may be exposedto attacks by hackers or other individuals, groups, organizations or countriesthat interfere with the platform or the availability of the tokens in any numberof ways, including denial of service attacks, sybil attacks, spoofing,smurfing, malware attacks, or consensus-based attacks, or phishing, or othernovel methods that may or may not be known. Any such successful attacks couldresult in theft or loss of tokens, adversely impacting the ability to furtherdevelop the platform and/or related platforms and derive any usage or functionality from tokens. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the platform is based on open-source software, there is arisk that a third party or a member of the company’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure ofthe platform, which could negatively affect the platform and tokens.
You acknowledge, understand and accept that if your private key orpassword gets lost or stolen, the tokens associated with your wallet addressmay be unrecoverable and permanently lost. Additionally, any third party thatgains access to your private key, including by gaining access to the logincredentials relating to your wallet, may be able to misappropriate your tokens.Any errors or malfunctions caused by or otherwise related to the digital walletor vault you choose to receive and store tokens, including your own failure toproperly maintain or use such digital wallet or vault, may also result in theloss of your tokens, for which the company shall have no liability.
Risk of security weaknesses in the platform: the platform consists, atleast in part, of open source software that may be based on other open sourcesoftware. There is a risk that the company or other third parties mayintentionally or unintentionally introduce weaknesses or bugs into the coreinfrastructural elements of the platform interfering with the use of or causingthe loss of tokens.
Risk of weaknesses or exploitable breakthroughs in the field ofcryptography: advances in cryptography, or technical advances such as thedevelopment of quantum computing, could present risks to cryptocurrencies andthe platform by rendering ineffective the cryptographic consensus mechanismthat underpins the platform protocol, which could result in the theft, loss ordecreased utility of the tokens. Smart contracts, blockchain applicationsoftware and blockchain platforms and protocols are still in an early development stage and relatively unproven. There is no warranty or assurancethat the process for creating tokens will be uninterrupted or error-free andthere is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss ofcontributions and/or tokens.
Risk of lack of adoption or use of the platform: while the tokens shouldnot be viewed as an investment, they may have value over time. That value maybe limited or non-existent if the platform lacks acceptance, use and adoption,which may have an adverse impact on the tokens.Risk of an illiquid market for tokens: there may never be anymarketplace for tokens, and the company does not intend to take any steps tocreate an aftermarket in the tokens. There are currently no exchanges uponwhich the tokens would trade. If exchanges do develop, they will likely berelatively new and subject to poorly understood regulatory oversight. They may,therefore, be more exposed to fraud and failure than established, regulatedexchanges for other products and have a negative impact on the tokens. To theextent that any third party ascribes an external exchange value to tokens (e.g.As denominated in a crypto or fiat currency), such value may be extremelyvolatile and diminish to zero. If (despite your representations to us to thecontrary) you are holding tokens as a form of investment on a speculative basisor otherwise, or for a financial purpose, with the expectation or desire thattheir inherent, intrinsic or cash-equivalent value may increase with time, youassume all risks associated with such speculation or actions, and any errorsassociated therewith, and accept that the tokens are not offered by the companyor its affiliates on an investment basis.
Risk of dissolution of the platform: it is possible that, due to anynumber of reasons, including development issues with the platform, the failureof business relationships, lack of public interest, lack of funding, orcompeting intellectual property claims, the platform may no longer be viable asa business or otherwise and may dissolve or fail to maintain commercial orlegal viability, or be abandoned. There is no assurance that you will receiveany benefits through the tokens.
Risk of malfunction in the platform: it is possible that the platform malfunctions in an unfavourable way, including one that results in the loss ofthe tokens.
Risk arising from lack of rights: because the tokens confer only limitedrights with respect to the platform and the company; all decisions involving the company (including to sell or liquidate the company) will be made by the company acting in its sole and absolute discretion, and all decisions involvingthe platform including, but not limited to, decisions by the owner of theplatform to discontinue the platform and to create and issue more tokens, willbe made by, as relevant, the company or the owner of the platform. Thesedecisions could adversely affect the platform and/or tokens you hold.
Risks associated with incomplete information regarding the tokens of theplatform: you will not have full access to all the information relevant to thecompany, the tokens and/or the platform. The company is not required to updateyou on the progress of the platform. You are responsible for making your owndecision in respect of the acquisition of the tokens. The company does notprovide you with any recommendation or advice in respect of the acquisition ofthe tokens. You may not rely on the company to provide you with complete or upto date information.
The holders of tokens will not be in any fiduciary, partnership,trustee, agency or similar relationship with the company or any of its affiliates and will not be owed any fiduciary duty by the company or any of its affiliates. The holders of tokens have no direct management, equity, voting orsimilar rights in the company or any of its affiliates. However, without limitation to the above, the company reserves all rights with respect topursuing any form of decentralized governance should it so determine that doingso would be in the best interests of the holders of tokens from time to time.I
n order to seek compliance with (or to seek to mitigate the impact of)any laws, statutes, ordinances, rules, regulations, judgments, injunctions,orders, treaties, administrative acts or decrees of any nation or government,any state or other political subdivision thereof, any entity exercisinglegislative, judicial or administrative functions of or pertaining togovernment, including, without limitation, any government authority, agency,department, board, commission or instrumentality, and any court, tribunal or arbitrator(s)of competent jurisdiction, and any self-regulatory organization believed by thecompany or its affiliates to apply to or affect the company or its affiliates,the platform or the tokens, the company may in its sole and absolute discretiontake such steps as it considers necessary or convenient to comply with suchmatters including, without limitation, the termination of the tokens and/or theplatform. In addition, the company may take such steps as it considersnecessary or convenient where it believes or suspects the tokens may be used,trafficked or applied in the attempted furtherance of money laundering,terrorist financing, tax evasion or other unlawful activity or where itbelieves the platform is no longer viable.
Regulation of (i) tokens (including the tokens); (ii) crypto currencies(iii) blockchain technologies; and (iv) crypto currency exchanges is currently underdeveloped and is likely to evolve rapidly, vary significantly among international, national, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States, South Korea, China, Singapore, among other countries, may apply existing, are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the development and growth of the platform, the company and the tokens. Other countries may adopt similar approaches. Failure by the company or users of the platform to comply with any laws, rules and regulations, 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, including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and regulations would likely have numerous material adverse consequences on the company and the tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of the tokens or impede the activities of the company.
The company has the exclusive right, in its sole and absolute discretion, to address and remediate any of the operational, legal or regulatory risks presented as of the date hereof or hereafter. In the exerciseof such rights, it is possible that the company may determine that the continued development of the platform is not feasible. Accordingly, there is a material risk that the company and its affiliates may not successfully continue to develop, market and operate the platform and the tokens.
Unanticipated risks: cryptographic tokens are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that the company cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.
British Virgin privacy notice: This privacy notice (the “British Virgin privacy notice”) explains the manner in which COG Holdings Global ltd. (the “company”) collects, processes and maintains personal data about you.
The company is committed to processing personal data in accordance with applicable law. In its use of personal data, certain members of the company will be characterised under applicable law as a data controller, whilst certain of the company’s service providers, affiliates and delegates may act as data processors under applicable law. For the purposes of this British virgin privacy notice, we, us or our meanseach member of the company in its capacity (as relevant) as data controller ofthe personal data and you or your means the token holder orrelevant individual affiliated or connected with the token holder receivingthis British virgin privacy notice.
If you area nominee token holder or a corporate entity, this British virgin privacynotice will be relevant for those individuals connected to you and you shouldtransmit this document to such individuals for their awareness andconsideration.
Personal data: by virtue of acquiring tokens, the company and certain other service providers and their respective affiliates and delegates (the “authorised entities”) may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to us with personal data that we collectfrom or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlets, websites and other media sources and international sanctions lists. It may also include data which, when aggregated with other data, enables an individual to be identified, such as an ip address and geolocation data.
Why is yourpersonal data processed: the storage, processing and use of personal data bythe company will take place for lawful purposes, including:
To comply with any applicable legal, tax or regulatory obligations onthe company or another authorised entity under any applicable laws and regulations;
To perform a contract to which you are a party or for takingpre-contractual steps at your request;
To operate the company, including managing and administering the tokens and the business of the company on an on-going basis which enables the company and its token holders to satisfy their contractual duties and obligations to each other;
To verify the identity of the company to third parties for any purpose which the company considers necessary or desirable;
To assist the company in the improvement and optimisation of advertising (including through marketing material and content) its services;
For risk management and risk control purposes relating to the company;
To pursue the company’s or a third party’s legitimate interests: (i) for direct marketing purposes; or (ii) to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with legal, compliance, risk and managerial staff to assess suspicious activities; and/or
Where you otherwise consent to the processing of personal data for any other specific purpose.
As a data controller, we will only use your personal data for the purposes for which we collected it as set out in this British Virgin privacy notice. If we need touse your personal data for an unrelated purpose, we will contact you. In certain circumstances, we may share your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties tolitigation (whether pending or threatened), in any country or territory.
We may transfer your personal data outside of the British virgin islands, as permittedunder applicable law. We will not sell your personal data.
Your rights: you may have certain rights under applicable law, including:
The right to be informed as to how we collect and use your personaldata;
The right to access your personal data;
The right to require us to stop direct marketing;
The right to have inaccurate or incomplete personal data corrected;
The right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing, of your personal data;
The right to be notified of a data breach (unless the breach is unlikely to be prejudicial); and
The right to require us to delete your personal data in some limited circumstances.
Please note that if you do not wish to provide us with requested personal data or subsequently withdraw your consent, you may not be able to hold or otherwise deal with the tokens or remain as a holder of the tokens as it will affect ourability to provide our services to you as a token holder.
Retention of personal data: the personal data shall not be held by the company for longer than necessary with regard to the purposes of the data processing.
Changes toprivacy notice: we encourage you to regularly review this and any updated British Virgin privacy notice to ensure that you are always aware of how personal data is collected, used, stored and disclosed.
Contact us: please contact the company if you have any questions about this British Virgin privacy notice, the personal data we hold about you or to discuss your rights under applicable law, by writing to firstname.lastname@example.org